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A. [RESERVED]
B. Capitalization and indebtedness
Not applicable.
C. Reasons for the offer and use of proceeds
Not applicable.
D. Risk factors
You should carefully consider the risks described below with all of the other information included in this annual report before deciding whether to invest in our Class B shares or our ADSs. If any of the following risks actually occurs, it may materially harm our business, financial condition, and results of operations. As a result, the market price of our Class B shares and/or our ADSs could decline, and you could lose part or all of your investment.
Investors should carefully read this annual report in its entirety. They should also take into account and evaluate, among other things, their own financial circumstances, their investment goals, and the following risk factors.
Information provided by the Central Bank of Argentina and/or the INDEC and the information included in this section has been prepared in accordance with a methodology that may not necessarily follow the methodology used for the preparation of our consolidated financial statements included in this annual report (e.g. has not been adjusted for inflation), and as a result may not be comparable.
Summary Risk Factors
Below is a summary of the principal risks and uncertainties we face, organized under relevant headings. These risks are discussed more fully below.
Risks related to Argentina include:
We are subject to the following risks in respect of Argentina:
• the Argentine economy could be adversely affected by the economic, social and political measures adopted by the Argentine government;
• the Argentine economy has experienced significant volatility in recent decades, characterized by periods of low or negative growth, high inflation, and currency devaluation;
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• the Argentine economy could be adversely affected by economic, political and geopolitical developments in other countries;
• Argentina’s ability to obtain financing from international loan and capital markets may be limited or costly, which may impair its ability to implement reforms and foster economic growth;
• Argentina is subject to litigation by foreign shareholders of Argentine companies and holders of Argentina’s defaulted bonds, which have resulted and may result in adverse judgments or injunctions against Argentina’s assets and limit its financial resources;
• exchange controls and capital inflow and outflow restrictions have limited, and could continue to limit, the availability of international credit and may adversely affect the Argentine economy;
• significant devaluation of the Peso against the U.S. dollar may adversely affect the Argentine economy;
• high inflation levels could have adverse long-term consequences for the Argentine economy;
• high public expenditure could result in long lasting adverse consequences for the Argentine economy;
• failure to adequately address actual and perceived risks of institutional deterioration may adversely affect Argentina’s economy and financial condition;
• an outbreak of a new pandemic may have material adverse consequences on the Argentine economy; and
• climate change-related risks may adversely affect Argentina’s economy.
Risks related to the Argentine financial system
We are subject to the following risks in respect of the Argentine financial system:
• the growth and profitability of Argentina’s financial system depends on the growth of the long-term credit market;
• the stability of the financial system depends upon the ability of financial institutions, including us, to retain the confidence of depositors;
• an increase in maturity mismatches between funding sources and loan portfolios, together with tightening monetary conditions, may adversely affect liquidity conditions in the Argentine financial system;
• the asset quality of financial institutions could be deteriorated if the Argentine private sector is affected by economic events in Argentina or international macroeconomic conditions;
• reduced spreads between interest rates received on loans and those paid on deposits, without corresponding increases in lending volumes, could adversely affect the financial system;
• the application of the Consumer Protection Law may prevent or limit the collection of payments with respect to services rendered by financial institutions;
• class actions against financial entities for an indeterminate amount may adversely affect the profitability of the financial system;
• governmental measures and the regulatory framework applicable to financial entities could have a material adverse effect on their operations;
• certain changes to services and commissions charged by financial entities on debit and credit card sales may affect Argentine financial institutions;
• increased operating costs may affect the Argentine financial institutions results of operations;
• Argentine financial institutions, including us, continue to have significant exposure to public sector debt, and its repayment or refinancing capacity, which in periods of uncertainty may negatively affect their results of operations;
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• enforcement of creditors’ rights in Argentina may be limited, costly and lengthy; and
• exposure to multiple federal, provincial and/or municipal legislation and regulations could adversely affect financial entities’ results.
Risks related to us
We are subject to the following risks in respect of our business:
• our target market may be the most adversely affected by economic recessions;
• significant shareholders have the ability to direct our business, and their interests could conflict with yours;
• we will continue to consider acquisition opportunities, which may not be successful;
• our estimates and established reserves for credit risk and potential credit losses may prove to be inaccurate and/or insufficient, which may materially and adversely affect our financial condition and results of operations;
• changes in market conditions, and any risks associated therewith, could materially and adversely affect our financial condition and results of operations;
• increased competition and consolidation in the banking system, and a changing business model, could limit our growth or continue to reduce spreads and adversely affect our results of operations;
• cybersecurity events could negatively affect our reputation, our financial condition and our results of operations;
• our business is highly dependent on properly functioning information technology systems and improvements to such systems;
• an increase in fraud or transactions errors may adversely affect us;
• liquidity issues could arise that may adversely affect our business;
• we may be exposed to compliance risks; and
• increased attention to environmental, social and governance (“ESG”) matters may impact our business.
Risks related to our Class B shares and the ADSs
We are subject to the following risks in respect of our Class B shares and the ADSs:
• holders of our Class B shares and the ADSs may not receive any dividends;
• holders of our Class B shares and the ADSs located in the United States may not be able to exercise preemptive rights;
• we are traded on more than one market, which may result in price variations and investors may not be able to easily transfer shares for trading between such markets;
• our shareholders may be subject to liability for certain votes of their securities;
• payments on Class B shares or ADSs may be subject to FATCA withholding; and
• we are organized under the laws of Argentina and holders of the ADSs may find it difficult to enforce civil liabilities against us, our directors, officers and certain experts.
Risks related to Argentina
The Argentine economy could be adversely affected by the economic, social and political measures adopted by the Argentine government.
Substantially all of our operations, properties and customers are located in Argentina and, as a result, our business is to a large extent dependent upon macroeconomic, political, regulatory and social conditions prevailing in Argentina, including but not limited to, the following: (i) international demand and prices for Argentina’s commodity exports; (ii) competitiveness and efficiency of domestic industries and services; (iii) stability and competitiveness of the Peso against foreign currencies; (iv) foreign and domestic investment and financing; (v) level of foreign exchange reserves in the Central Bank which may cause abrupt changes in currency values and exchange and capital control regulations; (vi) interest rates, inflation, wage and price controls; (vii) labor disputes and work stoppages; (viii) the level of expenditure by the Argentine government and its ability to sustain fiscal balance; (ix) changes in economic or fiscal policies implemented by the Argentine government; and (x) the level of unemployment, political instability and social tensions.
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Furthermore, the Argentine economy is particularly susceptible to fluctuations in the local political landscape. On December 10, 2023, Javier Milei took office as President of Argentina and pledged to implement significant economic reforms. Following President Milei’s inauguration, the Argentine Executive Branch enacted Decree No. 70/2023, which outlines a series of measures aimed at reducing the size of the public administration and public expenses, as well as loosening regulation. On June 28, 2024, the Argentine Congress passed the Ley de Bases, which formally declared a state of public emergency in administrative, economic, financial and energy matters for a period of one year. During this time, it also grants the Argentine Executive Branch certain legislative powers. The Ley de Bases also implements legal, institutional, and tax reforms affecting various sectors of the economy.
As part of these broader changes, the Milei administration implemented major economic policies in 2025 and 2024, including reductions in public subsidies, tariff hikes, and policies aimed at controlling inflation and fiscal deficits. While the current administration has achieved both fiscal and financial surpluses, there is no guarantee that these will be sustained. See “—High public expenditure could result in long lasting adverse consequences for the Argentine economy.”
In addition, President Milei called on governors and leaders of the main political parties to set aside personal interests and convene in the province of Córdoba on May 25, 2024, to sign a new social contract, called the “May Pact” (Pacto de Mayo). This agreement establishes ten guiding principles for Argentina’s proposed economic order. These are: (i) the inviolability of private property, (ii) non-negotiable fiscal balance; (iii) the reduction of public expenditure; (iv) a tax reform that reduces fiscal pressure over the Argentine population; (v) a federal tax reform; (vi) the provinces’ commitment for purposes of natural resources exploitation; (vii) a labor reform; (viii) a reform to the retirement system; (ix) a political structural reform; and (x) the opening of international trade in a way that Argentina becomes once again a protagonist in the global market. The Pacto de Mayo was ultimately signed on July 9, 2024, by 18 governors, 2 former presidents, legislators, and sectoral representatives.
These measures are expected to have a significant impact on the economy, with potential effects on currency stability, purchasing power, and social dynamics, all of which will continue to influence the Argentine economy and our business, results of operations, and overall financial condition.
Additionally, the Argentine economy remains highly sensitive to political developments in Argentina. The composition of Congress will determine the ability of the Executive Branch to implement its agenda. Since the current administration took office, the small representation La Libertad Avanza has in the Argentine Congress limited its ability to promote laws, having to negotiate with the opposition different points on each bill to obtain their support. At the same time, certain circumstances led the opposition to join forces and promote laws that the administration had previously publicly rejected. Examples of these are, on one hand, the enactment of the Ley de Bases in July 2024, which counted with votes from different parties across the political spectrum, and the approval by the opposition of the amendment to the retirement and pension legislation, which was rejected by President Milei’s administration, on the other.
Legislative elections take place every two years, leading to a partial renewal of both chambers of Congress and the next presidential and legislative elections are expected to occur in October 2027. On September 7, 2025, provincial mid-term legislative elections were held in the Province of Buenos Aires. The political party Fuerza Patria obtained 47.3% of the votes, whilst President Milei’s party, La Libertad Avanza, received 33.7% of the votes. Following the election, the international and domestic capital markets responded negatively, resulting in increased volatility in Argentine assets and a decline in equity and bond prices. On October 26, 2025, national mid-term legislative elections were held across Argentina to elect/renew half of the seats in the Chamber of Deputies and one-third of the seats in the Senate. President Milei’s party, La Libertad Avanza, obtained approximately 40.7% of votes for the Chamber of Deputies and approximately 42.0% for the Senate, while the main opposition coalition obtained approximately 31.7% for the Chamber of Deputies and approximately 28.4% for the Senate. Despite the new congressional composition, the outcome of these mid-term elections could result in changes to government policies that may affect our business. However, we cannot predict if or when such changes will occur, nor can we accurately assess their potential impact on our operations.
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On March 1, 2026, in his address opening the ordinary session of Congress, President Javier Milei announced his intention to submit a broad package of structural reforms aimed at redesigning the institutional framework of the government. The proposed package reportedly consists of approximately 90 bills across multiple ministries and includes, among other initiatives: (i) amendments to the Civil and Commercial Code, the Civil and Commercial Procedure Code, the Customs Code, and the Criminal Code; and (ii) reforms affecting the tax system, education, the electoral system, the judiciary, and the armed forces. As of the date of this annual report, it is uncertain whether these proposed reforms will be approved and, if approved, their final scope, timing, and impact remain uncertain. The adoption, modification, or rejection of such reforms could have a significant impact on Argentina’s economy, our business, financial condition, and results of operations.
We cannot anticipate the social, political, or economic impact of the measures announced and implemented by the government to date, as well as any future measures, or the effects of the ambitious deregulation framework set forth in Decree 70/2023, the Ley de Bases, and the Fiscal Reform (as defined below). In September 2025, the Argentine Senate approved a bill to restrict the use of Decrees of Necessity and Urgency (DNU), and the Argentine Congress has reinstated certain regulations that were previously vetoed by the Executive Branch, reflecting ongoing tensions between the executive and legislative branches. In December 2025, the Argentine Congress approved the Labor Reform (Law No. 27,802), which introduced significant changes to employment conditions, including new modalities for overtime and vacations, a new regime for delivery app workers, the establishment of the Labor Assistance Fund (FAL), and reductions in employer contributions to promote formal employment. Additionally, the Argentine Congress approved the Tax Reform (Law No. 27,799), which introduced a new regime of fiscal innocence and other tax measures. Since its enactment, the Labor Reform has been subject to a number of judicial challenges brought by labor unions and the General Confederation of Labor (Confederación General del Trabajo, or “CGT”), among others, and Argentine courts have suspended the applicability of 83 articles of the Labor Reform. As of the date of this annual report, the Argentine government has sought to overturn such suspension, including by filing a per saltum appeal directly before the Argentine Supreme Court. Jurisdictional issues have also been raised in connection with these proceedings. We cannot predict the ultimate outcome of these or any future judicial challenges, whether additional claims will be brought, or the extent to which court decisions may affect the implementation or scope of the Labor Reform. These measures could have a material impact on our business, financial condition, and operating results.
The Argentine economy has experienced significant volatility in recent decades, characterized by periods of low or negative growth, high inflation, and currency devaluation.
If economic conditions in Argentina deteriorate, inflation accelerates, or the Argentine government’s measures to attract and retain foreign investment and international financing prove unsuccessful, Argentina’s economic growth could be adversely affected, impacting our business, results of operations and financial condition.
In the past, the Argentine government has implemented measures to monitor and control the prices of the most relevant goods and services in an effort to curb inflation. However, President Milei’s administration has shifted its macroeconomic approach to focus on eliminating the federal government’s fiscal deficit and substantially reducing monetary issuance.
High inflation rates weaken the competitiveness of Argentina’s goods and services in the international markets, negatively impact employment, consumption, and economic activity, and undermine the confidence in Argentina’s banking system. This, in turn, could further limit the access to domestic and international credit by local companies and affect political stability. While inflation is declining, it remains a persistent challenge. Argentina’s structural inflationary imbalances remain critical and could raise the current inflation levels, adversely affecting Argentina’s economy and financial condition. Inflation can also lead to an increase in Argentina’s debt.
Furthermore, on June 28, 2024, the Chamber of Deputies of the Argentine Congress passed the Law No. 27,743 (the “Fiscal Reform”), successfully reinstating provisions on income tax and personal assets, previously rejected by the Senate. The Fiscal Reform introduced key tax measures, including a tax regularization regime with partial remission of interest and penalties, an asset disclosure program subject to a progressive special tax, and the repeal of the Tax on the Transfer of Real Estate for transactions before 2018. The law also modifies the simplified tax regime for small taxpayers, mandates VAT transparency in consumer prices, exempts small taxpayers from withholding tax on electronic collections, and increases provincial mining royalties from three to five percent. The Fiscal Reform was enacted and took effect on July 8, 2024.
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On the international front, in February 2025, President Milei announced Argentina’s withdrawal from the Paris Agreement and the World Health Organization (WHO). Such actions may adversely affect Argentina’s international standing and relationships with other countries, which could in turn negatively impact the Argentine economy and, consequently, our business, financial condition and results of operations.
The potential social, political, and economic impact of the measures adopted by Argentine government—including the shift in macroeconomic policy, the implementation of the Fiscal Reform, and recent announcements on the international front—is difficult to predict. While inflation has shown signs of decline, structural imbalances persist and could undermine the government’s stabilization efforts. In addition, uncertainty regarding Argentina’s international positioning could further impact investor confidence and economic performance. These developments, individually or collectively, could adversely affect Argentina’s economy and, consequently, our business, financial condition and results of operations.
The Argentine economy could be adversely affected by economic, political and geopolitical developments in other countries.
Argentina’s economy remains vulnerable to external shocks that could be caused by a variety of adverse regional or global developments. This includes global economic instability driven by uncertainty about trade policies, the economic conditions in Argentina’s major trading partners (including Brazil, the European Union, China and the United States), and geopolitical tensions. The geopolitical conflicts, notably the ongoing dispute between Russia and Ukraine and more recently the conflicts between Israel, Iran and Hamas, and the tensions between China and Taiwan, contribute to this instability by causing heightened inflation, supply chain disruptions, interest rate increases, market volatility, and impacts on commodity prices, particularly crude oil and gas as a result of restrictions on shipping through the strait of Hormuz. These conflicts could further slow the global economy and affect the payment capacity of our customers, especially those with exposure to the Russian, Ukrainian, Chinese or Middle East markets.
In October 2023, the Israeli-Palestinian conflict intensified as Hamas, which has controlled the Gaza Strip for over 15 years, infiltrated the militarized border into Israel. This incursion led to swift Israeli military responses, including the declaration of a state of war and the launch of Operation Iron Sword. The Israeli army mobilized to reinforce the borders, encircle the Gaza Strip, and search for Hamas terrorists within Israeli territory. The ongoing conflict between Israel and Hamas has already involved several jurisdictions (given that Israel has been attacked by Iran and by Hezbollah cells across the region), and has extended to the Red Sea, where increasing attacks on international shipping have caused concern due to their potential effect on supply chains and their subsequent economic impact. As of the date of this annual report, the conflict in the Middle East continues, and it is not possible to anticipate what the consequences will be should it continue to escalate to a region-wide conflict.
The imposition of economic sanctions and trade restrictions against Russia by the United States, the European Union, the United Kingdom, and other major economies could intensify further, resulting in raw material shortages, higher inflation levels, and supply chain interruptions. Interruptions in the global supply chain could affect various sectors, particularly energy, and create difficulties in local markets.
In addition, the political, social, and economic situation in the Bolivarian Republic of Venezuela remains unstable. In recent years, Venezuela has experienced high levels of political and social unrest, institutional deterioration, international economic sanctions, restrictions on foreign trade, and a noticeable contraction in economic activity. On January 3, 2026, the United States conducted a joint operation involving the U.S. Department of Justice and the military to apprehend and arrest Nicolás Maduro and his wife and bring them to trial in New York. The operation included airstrikes against certain targets in Venezuela, and President Donald Trump has indicated that the United States will oversee a transition of the Venezuelan government. As of the date of this annual report, it is difficult to predict how the security, political, and economic situation in Venezuela and the region will develop, and further developments, including an escalation of military conflict and the potential for civil and social unrest, could adversely affect and increase volatility in financial and securities markets.
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In June 2025, following Israeli strikes on Iranian military infrastructure, the United States launched a major air attack targeting Iran’s nuclear facilities at Fordow, Natanz, and Isfahan. The U.S. strikes caused significant damage and marked a dramatic escalation in U.S.-Iran tensions, raising fears of a wider regional war. On February 28, 2026, the United States and Israel conducted additional air strikes on Iran, and in retaliation Iran fired ballistic missiles at Israel and targeted at least four U.S. military bases in the Persian Gulf. Since that date, intense military actions and bombings by the United States, Israel, and Iran have continued in the Middle East, including reported attacks in other countries such as Iraq, Saudi Arabia, Qatar, and Bahrain. The continuation and further escalation of these conflicts could lead to the involvement of other countries. The Argentine administration has publicly expressed its alignment with the United States and Israel in foreign policy matters, which could expose Argentina to diplomatic or trade repercussions from countries or blocs that oppose these positions.
Furthermore, global economic and financial crisis, the general weakness of the global economy and instability in the international financial system, negatively affect emerging economies like Argentina. The Argentine economy could suffer from lower international demand and lower prices for its products and services, lower capital inflows and higher risk aversion, which may also adversely affect our business, results of operations, and financial condition. In addition, the long-term effects of the expansionary monetary and fiscal policies adopted by central banks and financial authorities in some of the world’s major economies, including the United States and China, are uncertain.
The Argentine economy may also be affected by conditions in developed economies, such as the United States, which are significant trading partners of Argentina or have an influence on international business cycles. In the past, emerging market economies have been affected by changes in U.S. monetary policy, at times resulting in the unwinding of investments and increased volatility in the value of their currencies. In September, October and December 2025, the U.S. Federal Reserve decreased the federal funds rate to 4.25%, 4.00% and 3.75%, respectively. If interest rates rise significantly in developed economies, including the United States, emerging market economies, including Argentina, could find it more difficult and expensive to borrow capital and refinance existing debt, which would negatively affect their economic growth. Reduced growth in Argentina’s trading partners could have a material adverse effect on Argentina’s export markets and, in turn, adversely affect economic growth.
On January 20, 2025, Donald Trump was inaugurated for his second term as President of the United States. Changes in United States trade policies, notably the recent imposition of tariffs on imports from Canada, Mexico, and China, alongside potential international retaliations, present risks to global trade flows. These disruptions may lead to increased operational costs, impacting Argentina’s key international trade partners and, consequently, the Argentine economy. So far, Argentina and other Latin American countries have faced relatively low U.S. tariffs, applied uniformly across the region. Specifically, Argentina’s exports to the United States are now subject to a 10% tariff, up from the previous average of 1.5%. While this provides a comparative advantage over countries facing higher rates, it still results in meaningful additional costs for Argentine exports. The U.S. political environment may be affected by the congressional midterm elections scheduled for November 2026, which will determine control of both chambers of the U.S. Congress for the following legislative term. Depending on the electoral outcome, changes in congressional leadership could affect the scope or implementation of U.S. economic and trade policies, including measures that may influence tariffs, supply chains, or market access for international exporters operating in or trading with the United States. On February 5, 2026, Argentina and the United States signed a bilateral trade and investment agreement intended to reduce tariff and non-tariff barriers and expand investment between the two countries. Although the agreement is expected to facilitate increased trade between the two countries, its implementation, scope and interaction with existing or future tariff and trade measures remain subject to regulatory developments and policy decisions. As of the date of this annual report, the agreement has not been approved by the Argentine Congress.
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Additionally, geopolitical shifts stemming from these policies may heighten market instability, affecting Argentina’s economic performance, and, therefore, negatively affect us. Due to unpredictability around future trade policies, uncertainties persist regarding the extent of potential impacts on Argentina’s economy and the our financial condition. These external shocks could pose significant challenges to strategic planning and financial operations.
We cannot assure investors that developments in other markets will not affect macroeconomic, political, or social conditions in Argentina. Consequently, there is a risk that our business, results of operations, and financial condition may be adversely impacted by these multifaceted external influences. The exact consequences of these developments on the global economy and financial markets, and by extension on the Argentine economy, are challenging to predict due to the complexities involved.
Argentina’s ability to obtain financing from international loan and capital markets may be limited or costly, which may impair its ability to implement reforms and foster economic growth.
The Argentine government has repeatedly faced difficulties in the payment of its sovereign debt in the past. As a result, the Argentine government may not have access to international financing, or its access may be costly, which would limit its ability to make investments and foster economic growth. Additionally, Argentine companies may also have difficulty accessing international financing at reasonable costs or at all.
On March 11, 2025, the Argentine government issued Decree No. 179/25 approving certain public loan transactions described in an agreement with the International Monetary Fund (“IMF”). These loan transactions are expected to be used for the repayment of certain pre-existing obligations, among other purposes. On April 8, 2025, the IMF and the Argentine government reached a new agreement for a total amount of approximately U.S.$20 billion. On April 11, 2025, the IMF approved an initial disbursement of U.S.$12 billion under the new agreement and an additional disbursement of U.S.$2 billion, which was made in July 2025. The new IMF agreement has a ten-year maturity period, a four-and-a-half-year grace period and an annual interest rate of 5.63% per annum.
On April 11, 2025, the World Bank and the Inter-American Development Bank (the “IDB”) approved the granting of financial assistance to Argentina under multi-year programs in the amount of U.S.$12 billion and U.S.$10 billion, respectively. On July 24, 2025, the IDB approved two loans totaling U.S.$1.2 billion to strengthen fiscal sustainability, improve the business climate and boost competitiveness under its 2025–2028 country strategy. These loans form part of the U.S.$10 billion financing package to be provided by the IDB to Argentina’s public and private sectors over the next three years. On December 19, 2025, the World Bank approved additional financing of U.S.$300 million aimed at strengthening institutional capacity to optimize the targeting of gas subsidies. This loan bears interest at a variable rate and is repayable over 32 years following a seven-year grace period.
In September 2025, the Argentine government and the U.S. Treasury announced a framework for a bilateral currency swap line of up to approximately U.S.$20 billion, under which the Central Bank may draw U.S. dollars in exchange for Pesos. The agreement aims to support macroeconomic stability, preserve price stability and promote sustainable economic growth, and is expected to expand the Central Bank’s monetary and exchange policy toolkit and strengthen the liquidity of its international reserves. As of the date of this annual report, the Argentine government has reportedly activated a small portion (approximately U.S.$2.5 billion) of this line, which was fully repaid on January 9, 2026. Although this swap line may help Argentina mitigate pressure on its foreign currency reserves in the short term, the full conditions—including the interest rate, maturity, collateral terms, and the timing and volume of future draws—have not been fully disclosed.
Following the October 2025 legislative elections, Argentine financial markets reacted positively, including an appreciation of the Peso against the U.S. dollar, increases in Argentine sovereign bond prices, and gains in equity indices. In early December 2025, Argentina regained access to mid and long-term U.S. dollar-denominated financing in local capital markets after several years.
During 2026, Argentina will have significant debt maturities, of which approximately U.S.$20 billion will be denominated in foreign currency. Without renewed access to the financial markets, the Argentine government may not have the financial resources to drive growth.
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In addition, due to past or potential future defaults on its indebtedness, and despite recent developments, we cannot assure you that Argentina will have access to international financing in the future on reasonable terms, or at all. If Argentina is not able to access financing, it may not be able to foster economic growth or make necessary public investments. As a result, we cannot assure you that private companies in Argentina, including us, will have access to financing on reasonable terms, or at all, which could adversely affect our business, financial condition and results of operations.
Argentina is subject to litigation by foreign shareholders of Argentine companies and holders of Argentina’s defaulted bonds, which have resulted and may result in adverse judgments or injunctions against Argentina’s assets and limit its financial resources.
There are outstanding claims against the Argentine government submitted before the International Centre for Settlement of Investment Disputes (“ICSID”) which may entail new sanctions against the Argentine government, which in turn could have a substantially adverse effect on the Argentine government’s ability to implement reforms and to foster economic growth and to access credit or international capital markets. We cannot assure that in the future the Argentine government will not breach its obligations.
Litigation, as well as ICSID claims against the Argentine government, have resulted in material judgments and may result in further material judgments, and could result in attachment of or injunctions relating to assets of Argentina that the government intended for other uses. As of the date of this annual report, there are seven ongoing ICSID claims totaling approximately U.S.$1,170 million, and any future material decisions or payments could further strain Argentina´s financial resources. As a consequence, the Argentine government may not have all the necessary financial resources to honor its obligations, implement reforms and foster growth, which could have a material adverse effect on Argentina´s economy, and consequently, our business, financial condition and results of operations.
In addition to the above, there are (i) two final UNCITRAL (United Nations Commission on International Trade Law) awards against Argentina for a total of U.S.$7.5 million, (ii) one ICC (International Chamber of Commerce) award for U.S.$67.1 million against Argentina pending annulment requested by Argentina, (iii) one ongoing UNCITRAL proceeding against Argentina for U.S.$11 million, and (iv) two suspended ICC proceedings with claims totaling U.S.$200.7 million. We cannot guarantee that in the future the Argentine government will not default on its obligations.
It is important to note the ruling in the lawsuit brought by Petersen and Eton Park Capital Management, L.P., Eton Park Master Fund, LTD. and Eton Park Fund, L.P. who filed opening briefs in support of cross-motions for summary judgment with respect to a claim of liability and damages against YPF S.A. (“YPF”) and Argentina. Plaintiffs requested the United States District Court for the Southern District of New York (the “District Court”) for summary judgment in their favor, while each of the defendants argued that they had no liability and should not indemnify the plaintiffs and requested the District Court for summary judgment in their favor and to dismiss all remaining claims against them.
In a decision rendered on March 31, 2023, the District Court granted YPF’s summary judgment motion and denied plaintiffs’ summary judgment motion as to YPF in its entirety. The District Court decided that YPF has no contractual liability and owes no damages to plaintiffs for breach of contract and, accordingly, dismissed plaintiffs’ claims against YPF. The District Court denied Argentina’s motion for summary judgment, and the proceeding continued between plaintiffs and Argentina. On September 15, 2023, a final judgement against Argentina was rendered, in which the District Court ordered that the plaintiffs shall recover on their claim for breach of contract from Argentina approximately U.S.$16 billion and, in accordance with the decision rendered on March 31, 2023, decided to dismiss plaintiffs’ claims against YPF. The plaintiffs then asked the District Court to order Argentina to deposit a guarantee equivalent to the full amount of the ruling with the court. Argentina asked for an extension to deposit such guarantees which was denied by the District Court. Additionally, Argentina is filling for an appeal of the final ruling. On October 18, 2023, the plaintiffs appealed the District Court’s final judgment.
On February 22, 2024, the Argentine Government filed before the Second Circuit Court of Appeals in New York its arguments to initiate the appeal. The two main axes of the strategy, according to the brief, are aimed at challenging the fact that the case is being heard in the New York court, and at reviewing the millionaire amount of the indemnity established in the first instance ruling. On March 25, 2024, the plaintiffs filed reply to the appeal made by the Argentine government on February 22, 2024, challenging the decision that absolved YPF of any liability for the re-expropriation, thereby reintroducing YPF into the legal proceedings. The oral argument regarding the appeal against the final judgment was held on October 29, 2025 and, in early 2026, the Second Circuit Court of Appeals ruled in favor of Argentina, overturning the U.S.$16 billion judgment, finding that the shareholders’ claims are not cognizable as a matter of Argentine law. The Court’s ruling is still subject to an appeal to the United States Supreme Court.
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In November 2024, Burford Capital, the primary financier of the lawsuit, indicated its willingness to accept Argentine bonds as a form of payment instead of a cash settlement. Additionally, the U.S. Department of Justice considered intervening in the case, evaluating the possibility of submitting a statement of interest due to concerns about legal precedents that could impact U.S. companies.
In the context of enforcement actions, Judge Loretta Preska ordered Argentina to provide detailed information regarding its gold reserves and other state assets. This order was issued in response to requests from the plaintiffs, who seek to identify attachable assets to enforce the U.S.$16 billion ruling in their favor. In January 2025, Argentina agreed to disclose the requested information about its gold reserves by February 28, 2025, following the schedule established by Judge Preska.
Following this, another significant legal setback occurred as U.S. courts authorized the seizure of U.S.$300 million held in Federal Reserve accounts linked to Argentina’s Brady Bonds. This decision came after the U.S. Supreme Court rejected Argentina’s appeal, allowing bondholders to collect on Argentina’s sovereign assets abroad. Shortly thereafter, Judge Loretta Preska approved an additional U.S.$210 million seizure of Argentina’s sovereign assets, further increasing Argentina’s financial liabilities.
On June 30, 2025, the District Court granted the plaintiffs’ turnover motion and ordered Argentina to (i) transfer its Class D shares of YPF to a global custody account at The Bank of New York Mellon in New York within 14 days, and (ii) instruct the subsequent transfer of such shares to the plaintiffs. In related proceedings brought by Bainbridge Fund Ltd., the Court issued a similar order with respect to Class A and Class D shares of YPF.
Argentina filed appeals against such turnover orders and requested a stay of execution. On July 15, 2025, the Court of Appeals granted a temporary administrative stay and, in August 2025, granted a stay of execution pending resolution of the appeal.
Additionally, in July 2025 the District Court lifted the stay on discovery proceedings related to alter ego allegations, including aspects concerning YPF. In September and November 2025, additional rulings were issued regarding YPF’s procedural participation, which were appealed by YPF.
On March 27, 2026, the U.S. Court of Appeals for the Second Circuit reversed the District Court’s judgment against Argentina, holding that the plaintiffs’ breach of contract claims are not cognizable as a matter of Argentine law. The reversal effectively rendered moot the enforcement and turnover orders previously issued by the District Court. As of the date of this annual report, the plaintiffs may seek rehearing en banc before the Second Circuit or petition the U.S. Supreme Court for certiorari, and have also indicated that they may pursue investment treaty arbitration against Argentina before ICSID.
We cannot assure you that no new litigation will be filed against Argentina, nor that any such new cases will not affect Argentina’s economy and our business.
Exchange controls and capital inflow and outflow restrictions have limited, and could continue to limit, the availability of international credit and may adversely affect the Argentine economy.
In the last few years, the Argentine government and the Central Bank have implemented certain measures that control and restrict the ability of companies and individuals to access to the foreign exchange market to purchase foreign currency and to transfer it abroad, in order to contain the decrease in the level of international reserves held by the Central Bank. Those measures include, among others: (i) restricting access to the Argentine foreign exchange market for the purchase or transfer of foreign currency abroad for any purpose, including the payment of dividends to interested non-residents; (ii) restricting the acquisition of any foreign currency to be held as cash in Argentina; (iii) requiring exporters to repatriate and settle in Pesos, in the local exchange market, all the proceeds of their exports of goods and services; (iv) limitations on repayment of foreign debt and to the transfer of securities into and from Argentina; (v) implementing taxes on certain transactions involving the acquisition of foreign currency; and (vi) restricting access (including, but not limited to, in connection with the term for making such payments) to the currency exchange market to pay for imports of goods and services. In the past, the Central Bank established certain additional restrictions such as establishing certain mandatory refinancing of U.S. Dollar-denominated debt. For further information, see “Item 10.D. Exchange Controls.”
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On April 11, 2025, the Argentine government announced measures to loosen regulations concerning access to the foreign exchange market. These measures include: (i) the establishment of floating bands for the dollar exchange rate, allowing it to fluctuate between Ps.1,000 and Ps.1,400, with limits expanding at a rate of 1% per month; (ii) the elimination of the Export Increase Program which previously required 80% of exports to settle through the foreign exchange market and 20% through the financial market (also known as “Dollar Blend”); (iii) the elimination of foreign exchange restrictions for individuals, including the monthly U.S.$200 limit and restrictions on those who received pandemic-era government assistance, subsidies, public employment, or similar measures, as well as cross-restrictions under Communication “A” 7340. On December 15, 2025, the Central Bank announced a new monetary policy phase effective January 1, 2026, maintaining this regime and adjusting the bands on a monthly basis based on the latest monthly official inflation figure to mitigate episodes of excessive volatility while allowing the exchange rate to fluctuate within the bands according to market conditions. In this context, and as part of the authorities’ objective of accumulating international reserves, the Central Bank purchased approximately U.S.$4.5 billion in foreign currency in the first months of 2026; however, we cannot assure that such purchases will continue at a similar pace. Additionally, the ARCA will remove the current tax perception on foreign currency acquisitions in the exchange market, remaining only on tourism and credit card payments; (iv) the authorization of profit distribution to foreign shareholders of Argentine companies, starting with financial years beginning in 2025; (v) the easing of deadlines for foreign trade operations payment, including (a) goods imports may be paid upon customs entry registration (previously 30 days); (b) imports of goods by SMEs companies may be paid from the origin dispatch (previously 30 days post customs entry registration); (c) service imports may be paid from the service provision date (previously 30 days); (d) capital goods imports may be paid with a 30% advance, 50% post port dispatch, and 20% after customs entry (previously 20% advance for SMEs); and (e) imports of services between related companies may be paid 90 days post service provision (previously 180 days); and (vi) a one-time removal of the 90-day restriction in Communication “A” 7340 for legal entities, to enhance operational efficiency in the foreign exchange market.
Despite measures implemented by the Milei administration aimed at easing certain foreign exchange restrictions, no comprehensive plan or definitive timeline for the full lifting of foreign exchange controls has been disclosed. Moreover, there can be no assurance that the Argentine government and/or the BCRA will not maintain, modify or impose new foreign exchange restrictions in the near future; therefore, there is no certainty as to if, when, or to what extent such restrictions may be further eased or lifted. Given the unpredictable nature of political and economic events, it is not feasible to ensure that stricter exchange controls and transfer restrictions than those currently in effect will not be imposed. In the event of a period of crisis and political, economic, and social instability in Argentina, resulting in a significant economic contraction, the current administration may fundamentally change its economic, exchange and financial policies. These changes may be implemented with the aim of preserving the balance of payments, Central Bank foreign exchange reserves, preventing capital flight, or a significant depreciation of the Peso. Potential changes include the mandatory conversion of obligations assumed by legal entities residing in Argentina in U.S. Dollars to Pesos. The implementation of such restrictive measures, in addition to external factors that are beyond our control, may have a significant impact on our results of operations and financial condition.
It is not possible to anticipate for how long these measures will be in force or even if additional restrictions will be imposed. Such measures could undermine the Argentine government’s public finances, which could adversely affect Argentina’s economy, which, in turn, could adversely affect our business, results of operations and financial condition.
Significant devaluation of the Peso against the U.S. dollar may adversely affect the Argentine economy.
Despite the positive effects of the real depreciation of the Peso on the competitiveness of certain sectors of the Argentine economy, the depreciation of the Peso has had and may continue to have a negative impact on the ability of certain Argentine businesses to service their foreign currency-denominated debt, lead to inflation, significantly reduce real wages, and jeopardize the stability of businesses whose success depends on domestic market demand, while adversely affecting the Argentine Government’s ability to honor its foreign debt obligations.
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As of late 2024, the situation in Argentina has shown some improvement, following significant devaluations in recent years, including 21.7% in 2024 and 78.1% in 2023. The Peso has begun to stabilize relative to the U.S. dollars, with the exchange rate standing at Ps. 1,459.41 per U.S. dollars as of December 31, 2025 (Reference Exchange Rate as reported by the Central Bank, pursuant to Communication “A” 3500). This represents a slight appreciation compared to the same period the previous year and indicates relative stability. Furthermore, the reduction in the exchange rate gap, such as between the official rate and the blue-chip-swap U.S. dollar rate, reflects this stability. The Central Bank initially announced a 2% monthly devaluation guideline for the rest of 2024, transitioning to a 1% pace as of February 1, 2025. On April 11, 2025, the Argentine government announced measures to loosen regulations concerning access to the foreign exchange market, including the establishment of floating bands for the dollar exchange rate, allowing it to fluctuate between Ps.1,000 and Ps.1,400, with limits expanding at a rate of 1% per month. On December 15, 2025, the Central Bank announced a new monetary policy phase effective January 1, 2026, maintaining this regime and adjusting the bands on a monthly basis based on the latest monthly official inflation figure to mitigate episodes of excessive volatility while allowing the exchange rate to fluctuate within the bands according to market conditions. As of the date of this annual report, the official exchange rate is Ps.1,360.03 per U.S. dollar and the gap between the official exchange rate and the blue-chip-swap exchange rate is approximately 2%. Despite these developments, there remains a risk that the Peso’s depreciation could recur, affecting competitiveness and economic sectors positively impacted by the real depreciation.
Should the Peso undergo a substantial devaluation, all of the negative effects on the Argentine economy related to such devaluation could recur, with adverse consequences to our business, financial condition and results of operations. At the same time, a substantial increase in the value of the Peso against the U.S. dollar would adversely affect Argentina’s economic competitiveness. A significant real appreciation of the Peso would adversely affect exports and increase the trade deficit, which could have a negative effect on GDP growth and employment, as well as reduce the Argentine public sector’s revenues by reducing tax collection in real terms.
High inflation levels could have adverse long-term consequences for the Argentine economy.
In the past, inflation has materially undermined the economy and Argentina’s ability to create conditions conducive to growth. High inflation may also weaken Argentina’s competitiveness abroad and lead to a decline in private consumption which, in turn, could also affect employment levels, wages and interest rates. In addition, a high inflation rate could undermine confidence in Argentina’s financial system, reducing the Peso deposit base and negatively affecting long-term credit markets. Javier Milei assumed office in December 2023 with the mandate to stabilize Argentina’s economy by eliminating inflation, reducing the state’s role, and deregulating the economy for global integration. In the months leading up to his swearing in, inflation had already been accelerating significantly, reaching a monthly rate of 12.8% in November 2023. Following his inauguration, inflation surged further, reaching 25.5% in December and 20.6% in January 2024. The annual inflation rate for 2023 stood at 211.4%, the highest since the country recovered from hyperinflation in the early 1990s. Inflation began to decelerate throughout 2024, driven by a sharp economic contraction, a stabilized exchange rate, and sustained fiscal surpluses, closing the year at 117.8% annually—nearly half the rate recorded in 2023. This downward trend continued into 2025; in December 2025, INDEC registered a monthly CPI of 2.8%, with a year-over-year rate of 31.5%, marking a sustained decline from the highs observed in early 2024. The CPI published by the INDEC for the months of January and February 2026 was 2.9%. On March 5, 2026, the Central Bank announced that the new inflation estimate for 2026 is 26.1% pursuant to its survey of market expectations (Relevamiento de Expectativas de Mercado).
There can be no assurance that inflation rates will not continue to escalate in the future or that the measures adopted or that may be adopted by the Argentine government to control inflation will be effective or successful. Inflation remains a major challenge for Argentina. Continuous significant inflation could have a material adverse effect on Argentina’s economy and in turn could increase our costs of operation, in particular labor costs, and may negatively affect our business, financial condition and results of operations.
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High public expenditure could result in long lasting adverse consequences for the Argentine economy.
Over the last years, the Argentine government has substantially increased public expenditure and has resorted primarily to the Central Bank’s monetary issuance to obtain part of its funding requirements.
By the end of 2023, Argentina’s economy faced severe imbalances, with a primary deficit of 2.7% of GDP and a total deficit of 6.1% of GDP. This was driven by a sharp increase in public spending during the electoral campaign between August and November 2023, along with a decline in tax revenues due to decrease in exports and economic activity.
Javier Milei assumed office on December10, 2023 with the mandate to stabilize the economy, eliminate inflation, and reduce the role of the State. His administration focused on fiscal adjustment through cuts in public works, transfers to provinces, and funding for national universities, while also beginning to phase out subsidies for energy and transportation. These measures enabled the government to transition from a deficit in 2023 to a primary surplus of 1.9% of GDP in 2024, with a total fiscal surplus of 0.3% of GDP—the first positive balance since 2008. In December, the National Public Sector (NPS) recorded a financial result of $1,557,305 million, comprising a primary surplus of $1,301,046 million and intra-public sector interest payments of $256,260 million, a lower nominal result than in December 2023. Additionally, in 2024, Argentina recorded its highest trade surplus in two decades and maintained a primary surplus from January through November 2024. After recording a primary deficit in December 2024, Argentina had an aggregate primary surplus throughout 2024.
In 2025, for the second consecutive year, Argentina had an accumulated financial surplus. The financial surplus amounted to approximately 0.2% of GDP (Ps.1,453,819 million), resulting from a primary surplus of approximately 1.4% of GDP (Ps.11,769,219 million), offset by interest payments on public debt, net of intra-public sector payments, of Ps.10,315,400 million.
We cannot assure that the government will not seek to finance potential future fiscal deficits by relying on available liquidity in local financial institutions. In that case, government initiatives that increase the exposure of local financial institutions to the public sector could affect our liquidity and assets quality and have a negative effect on clients’ confidence in the financial system.
In addition, further deterioration in fiscal accounts could negatively affect the Argentine government’s ability to access the international financing markets and could result in increased pressure on the Argentine private sector to cover the Argentine government’s financial needs. This could adversely affect the Argentine economy and our business, financial condition and results of operations.
Failure to adequately address actual and perceived risks of institutional deterioration may adversely affect Argentina’s economy and financial condition.
According to the Corruption Perceptions Index published on February 11, 2025, by Transparency Corruption, Argentina dropped one position in relation to 2023 and finished as the 99th country out of 180 countries with the most corruption perception. In addition, as of the date of this annual report, Argentina has been invited to join the Organisation for Economic Cooperation and Development (OECD). However, if the country is not able to carry out the reforms and assume the commitments required by this organization, its membership could be rejected. A lack of a solid institutional framework has been identified as, and continues to be, a significant problem for Argentina. Failure to address these issues could increase the risk of political instability, distort decision-making processes and adversely affect Argentina’s international reputation and ability to attract foreign investment, and consequently, may negatively affect our business, financial condition and results of operations.
Moreover, on April 8, 2024, the opposition in the Chamber of Deputies approved the establishment of a commission to investigate the alleged fraud involving the $LIBRA cryptocurrency. The controversy began on February 14, 2025, when President Milei publicly endorsed the cryptocurrency shortly after its creation. This endorsement led to a rapid surge in $LIBRA’s value, attracting approximately 40,000 investors. Subsequently, the cryptocurrency’s value collapsed when wallets linked to project insiders sold off an estimated U.S.$107 million worth of tokens, resulting in significant financial losses for investors. The parliamentary commission concluded its work in November 2025, approving a final report that attributed political responsibility for the episode to President Milei and his sister, Presidential Chief-of-Staff Karina Milei, and characterized the promotion as a potential fraud. The situation continues to prompt legal investigations in multiple jurisdictions and has intensified political pressure on President Milei and his administration. As of the date of this annual report, the criminal investigation is ongoing, and an Interpol Red Notice has been requested for $LIBRA co-creator Hayden Davis. On March 16, 2026, a new ad hoc parliamentary commission was formed to examine the latest judicial developments; such commission operates exclusively within the Chamber of Deputies and does not require Senate approval.
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We cannot predict the outcome of the parliamentary investigation into the $LIBRA cryptocurrency controversy nor the effects it may have on Argentina’s institutional credibility, and the outcome of such investigation could adversely affect Argentina’s economy and financial condition.
An outbreak of a new pandemic may have material adverse consequences on the Argentine economy.
An outbreak of a pandemic, disease or similar public health threat, such as COVID-19, which had material adverse consequences for the global economic, financial, and business conditions, could materially and adversely affect the Argentine economy, and our business, financial condition and results of operations.
Some potential negative effects include adverse impacts on financial markets, a decrease in the demand for exports and imports leading to reduced revenue, and a significant fall in the international prices of commodities. This fall in prices would be attributed to a sharp decline in demand coupled with producers’ inability to decrease supply in an orderly fashion, which would negatively affect the Argentine economic environment. Additionally, substantial changes in business and social behaviors may influence the sale of commodities.
We cannot predict or estimate the future negative impact that a new pandemic may have on the Argentine economy and our business, results of operations, and financial condition, as such outcomes would depend on events beyond our control, including the intensity and duration of the pandemic and the measures taken by different governments, including the Argentine government, in order to contain the pandemic and/or mitigate its economic impact. It is also important to note that in February 2025, Argentina formally withdrew from the World Health Organization (WHO), a factor that may influence its public health response and international relations.
Climate change-related risks may adversely affect Argentina’s economy.
There is an increasing concern in Argentina and the world over the risks of climate change and related environmental sustainability matters.
Argentina has experienced relevant environmental disruptions, such as droughts, the historic drop in the Paraná River (the country’s main tributary), and a large number of wildfire outbreaks in multiple provinces. Furthermore, floods in Buenos Aires have caused significant material and economic damage, impacting both communities and productive sectors. These environmental disruptions have had, and will continue to have, a considerable impact on agriculture, with notable decreases in harvests and cuts in projected results. In addition, adverse weather conditions have directly affected the agricultural sector, which represents a significant portion of Argentina’s export revenues.
On average, precipitation levels have been about 20% below the 30-year mean. The drought, which began in 2020 with the onset of the La Niña phenomenon, persisted until October 2023, leading to a deficit in annual accumulated rainfall. However, by the spring of 2024, the country saw a significant recovery in precipitation levels, largely overcoming the water deficit from the dry winter months.
Despite strong recent harvests, including record-level production of approximately 137.5 million metric tons of grain in the 2024/25 season, agricultural operations face material risks from pest infestations, particularly the “chicharrita del maíz” (Dalbulus maidis) which causes significant yield losses in corn crops, as well as the inherent uncertainty of climatic condicitions, as favorable moisture levels necessary to sustain productive recovery may not persist.
A continued decrease in the international prices of the main commodities exported by Argentina or adverse weather conditions (including, but not limited to, droughts) may adversely affect agricultural activities, which in turn could have a negative effect on the level of government revenues and its ability to service its public debt and generate recessionary or inflationary pressures. A decrease in commodity prices could adversely affect the Argentine economy and the Argentine government’s tax revenues, thereby affecting our business, financial condition and results of operations.
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As noted above, climate change can adversely affect us in the following ways:
• transition risks: the transition to a low-carbon economy, both at idiosyncratic and systemic levels -such as through policy, regulatory and technological changes, and business and consumers preferences- could increase our expenses and impact our strategies.
• physical risks: discrete events, such as flooding and wildfires, extreme weather events and longer-term shifts in climate patterns, such as extreme heat, sea level rise and more frequent and prolonged drought, could result in financial losses that could impair asset values and the creditworthiness of our customers. such events could disrupt our operations or those of our customers or third parties on which we rely and do business with, including through direct damage to assets and indirect impacts from supply chain disruption and market volatility.
• liability risks: parties who may suffer losses from the effects of climate change may seek compensation from state entities, regulators, investors and lenders, among others.
• credit risks: physical climate change could lead to increased credit exposure and companies with business models not aligned with the transition to a low-carbon economy may face a higher risk of reduced corporate earnings and business disruption due to new regulations or market shifts.
• market and liquidity risks: market and liquidity changes in the most carbon-intensive sectors could affect energy and commodity prices, corporate bonds, equities and certain derivatives contracts. the increasing frequency of severe weather events could affect macroeconomic conditions, weakening fundamental factors such as economic growth, employment and inflation. Companies could face liquidity risks derived from cash outflows targeted to improve their reputation in the market or solve climate-related problems.
• operational risks: severe weather events could directly impact business continuity and operations both of customers and our operations.
• regulatory compliance risks: increased regulatory compliance risk may result from the increasing pace, breadth and depth of regulatory expectations requiring implementation in short timeframes across multiple jurisdictions and from changes in public policy, laws and regulations in connection with climate change and related environmental sustainability matters.
• conduct risks: increasing demand for “green” products where there are differing and developing standards or taxonomies.
• reputational risk: our reputation and client relationships may be damaged as a result of our practices and decisions related to climate change, social and environmental matters, or to the practices or involvement of our clients vendors or suppliers, in certain industries or projects associated with causing or exacerbating climate change.
As climate risk is interconnected with all key risk types, we have developed and continue to enhance processes to embed climate risk considerations into our risk management strategies; however, because the timing and severity of climate change may not be predictable and is rapidly evolving, our risk management strategies may not be effective in mitigating climate risk exposure.
Any of the conditions described above, or our failure to identify other climate-related risks, could have a material adverse effect on our business, financial condition and results of operations.
Risks related to the Argentine financial system
The growth and profitability of Argentina’s financial system depends on the growth of the long-term credit market.
Since most deposits are short-term deposits, a substantial portion of the loans have the same or similar maturities, and there is a small portion of long- term credit lines.
The proportion of long-term credit lines, such as mortgage loans, is low and long-term loan originations were significantly reduced in 2023, as a result of high interest rates and the difficult financial and macroeconomic backdrop. While lower inflation, exchange rate stability, and improvements in key economic indicators drove a significant increase in long-term credit lines—both in U.S. dollars and Pesos—during 2024 and 2025, uncertainty regarding the Argentine government’s ability to reduce inflation has previously had, and could continue to have, a material impact on both the supply and demand for long-term financing.
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The uncertainty of the level of inflation is the main obstacle to a faster recovery of Argentina’s private sector long-term lending. This uncertainty has had and may continue to have a significant effect on both the supply of and demand for long-term loans, as borrowers try to hedge against inflation risk by borrowing at fixed rates while lenders hedge against inflation risk by offering loans at floating rates.
If longer-term financial intermediation activity does not increase, the ability of financial institutions, including us, to generate profits will be negatively affected.
The stability of the financial system depends upon the ability of financial institutions, including us, to retain the confidence of depositors.
The measures implemented in the past by the Argentine government regarding financial institutions, particularly the restrictions imposed on depositors in relation to the possibility of freely withdrawing funds from banks, the “pesification” of foreign currency and the restructuring of their deposits, caused losses to many depositors and weakened the confidence in the Argentine financial system.
The Argentine financial system’s growth depends heavily on deposit levels, due to the small size of its capital market and the absence of foreign investments in previous years. In recent years, access by local financial institutions—including us—to international financial markets has begun to improve as evidenced by several international debt securities issuances carried out since 2024. However, there remains uncertainty as to whether this access will be sustained and whether favorable funding conditions in international markets will continue in the coming years.
Although liquidity levels are currently reasonable, it is not possible to offer any guarantee that these levels will not decrease in the future due to adverse economic conditions that could negatively affect the financial system and our business. Furthermore, while banks’ liquidity is high, a significant share of it is deposited at the Central Bank, and as a result banks have to rely on the Central Bank in order to access those funds. If we were to experience significant withdrawals by depositors, it could have a material adverse effect on our business, results of operations and financial condition.
As a result of the aforementioned, the deposit base of the Argentine financial system, including ours, may be further affected in the future by adverse economic, social and political events. If there were a further loss of confidence due to such economic, social and political events causing depositors to withdraw significant holdings from banks, there could be a substantially negative effect on the manner in which financial institutions, including us, conduct their business and on their ability to operate as financial intermediaries. International loss of confidence in financial institutions may also affect the behavior of Argentine depositors which could have a negative impact on our business, financial condition and results of operations.
An increase in maturity mismatches between funding sources and loan portfolios, together with tightening monetary conditions, may adversely affect liquidity conditions in the Argentine financial system.
During December 31 2025, private sector credit in Argentina relative to its GDP increased to 21.1%, compared to 19.3% during December 31, 2024 in accordance with data published by the Central Bank. The expansion of new credit within the Argentine financial system depends on sustained deposit levels. The short-term nature of the Argentine financial system’s deposit base could lead to a reduction in liquidity levels due to the mismatch between the maturities of funding sources and those of the loan portfolio. Although current liquidity indicators remain adequate, the recent tightening of monetary conditions, including the elimination of Letras Fiscales de Liquidez (“LEFI”) instruments and the increase in reserve requirements, could exacerbate liquidity risks in the event of deposit withdrawals or shifts in market sentiment.
There can be no assurance that liquidity levels will not deteriorate in the future due to adverse economic conditions. In the medium term, the growth of credit will continue to depend mainly on the rise in deposit levels. If Argentine financial institutions, including us, are unable to access adequate sources of medium- and long-term funding or are required to pay high costs to obtain such funding, their capacity, as well as ours, to broaden their loan portfolios may be negatively impacted.
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The asset quality of financial institutions could deteriorate if the Argentine private sector is affected by economic events in Argentina or international macroeconomic conditions.
Historically, the ability of Argentine private sector debtors to repay their loans has deteriorated significantly as a result of certain economic events in Argentina and challenging macroeconomic conditions. This trend has significantly impacted the asset quality of financial institutions, including our own. Despite this, in recent years, the asset quality of Argentine financial institutions, including us, improved.
In 2024, the global economy benefited from more flexible monetary policies adopted by major central banks, which helped sustain economic growth as inflation gradually declined. The IMF and other multilateral organizations expect most countries to maintain stable growth, with inflation becoming a lesser concern. During 2025, inflationary pressures continued to decline, driven primarily by a weakening of global demand. At the same time, 2025 was marked by extreme uncertainty in global trade caused by the aggressive tariff policy of the United States. Tensions with China escalated into an unprecedented tariff war. This dynamic not only affected the major powers but also forced emerging economies to recalibrate their export strategies in the face of a world with higher trade barriers and constantly shifting rules of engagement. On the geopolitical front, 2025 was characterized by the persistence of conflicts that continue to strain global stability and markets, particularly commodity markets.
However, geopolitical instability and government transitions in several countries could still impact the global economy, potentially leading to renewed inflationary pressures or escalating trade tensions due to increased protectionist policies in the United States, Europe, and China.
At the domestic level, the economy was influenced by the new government’s policies, which involved a significant exchange rate adjustment, efforts to reduce the fiscal deficit, and a gradual recovery in economic activity following declining inflation throughout the year. While achievements included reversing the fiscal deficit and reinforcing the Central Bank’s balance sheet, risks remain as relative prices adjust, influenced by exchange rate changes.
Following the significant fiscal and exchange rate adjustment in 2024, the Argentine economy entered a recovery path that was sustained during the first months of 2025. However, a combination of decisions and developments on both the political front and in monetary and exchange rate policy introduced a degree of uncertainty that ultimately affected the pace of economic recovery during the second and third quarters of the year. In a context of increased lending to the private sector, the deceleration of inflation, coupled with stagnant wages and rising interest rates, led to an increase in portfolio delinquency throughout 2025.
Throughout 2025, portfolio delinquency for the financial system increased steadily, reaching a level of 5.5%, well above the 1.5% recorded at year-end 2024. The non-performing loan ratio for individuals in the private sector reached 10.6%, a performance primarily explained by personal loans and pledge-secured credit lines. In the case of corporate lending, the non-performing loan ratio rose to 2.5%, a variation driven by companies engaged in trade and primary production.
We cannot assure that the economic situation and the international context will be favorable and that private sector debtors will improve their ability to pay. Despite the current quality of our portfolio, we may not be successful in recovering substantial portions of outstanding loans. If Argentina’s economic recovery slows or the financial condition of the private sector deteriorates, the financial system, including us, could experience an increase in the incidence of non-performing loans. Although the agreement reached by Argentina and the IMF in April 2025 has significantly reduced uncertainty about short-term macroeconomic policies, the external situation remains fragile. Against the backdrop of high inflation in recent years, tighter import restrictions, low international reserves, and severely limited fiscal space, risks remain elevated and will continue to weigh on investment and private consumption.
Reduced spreads between interest rates received on loans and those paid on deposits, without corresponding increases in lending volumes, could adversely affect the financial system.
The spread for Argentina’s financial system between the interest rates on loans and deposits could be affected as a result of increased competition in the banking sector and the Argentine government’s tightening of monetary policy in response to inflation concerns.
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We cannot guarantee that interest rate spreads will remain attractive unless increases in our volume of lending or additional cost-cutting takes place. A reversal of this trend could adversely affect the financial system and our business.
The application of the Consumer Protection Law may prevent or limit the collection of payments with respect to services rendered by financial institutions.
Law No. 24,240 as amended and supplemented from time to time (the “Consumer Protection Law”) sets forth certain rules and principles designed to protect consumers, which include our customers. The Consumer Protection Law contains specific rules regarding financial activities and also general rules that may be used to support its application, pursuant to legal precedents. Additionally, the National Civil and Commercial Code has incorporated the principles of Consumers Protection Law and has established its application to banking sector contracts. Moreover, Law No. 25,065 (as amended and supplemented from time to time, the “Credit Card Law”) also sets forth several mandatory regulations designed to protect credit card holders.
Both the involvement of the applicable administrative authorities at the federal, provincial and local levels, and the enforcement of the Consumer Protection Law and the Credit Card Law by Argentine courts are increasing. This trend has increased general consumer protection levels.
In this context, the Central Bank has issued regulations (including, among others, Communication “A” 7533 and Communication “A” 7919) regarding the protection of financial services users, which provide broad protection to consumers and limit the fees and charges that financial institutions can claim.
In the event of we are found responsible for violating the provisions of the Consumer Protection Law, the Credit Card Law, or the consumer protection regulations issued by the Central Bank, potential penalties may limit our ability to collect payments owed for services and credits which may, in turn, adversely affect the financial results of our operations.
Class actions against financial entities for an indeterminate amount may adversely affect the profitability of the financial system.
Certain public and private organizations have initiated class actions against financial institutions in Argentina, including us. Some of these actions have been favorably contested, while others have been duly appealed by us. The Argentine National Constitution and the Consumer Protection Law contain provisions regarding class actions; however, guidance with respect to procedural rules for instituting and trying class action cases is limited. Despite this, Argentine courts have admitted class actions in some cases through an ad hoc doctrine, including various lawsuits against financial entities related to “collective interests” such as alleged overcharging on products, applied interest rates, and advice in the sale of public securities, among others. Additionally, the Argentine Supreme Court of Justice established the “Public Registry of Class Actions,” which is designed to register collective actions presented before national and federal courts to prevent contradictory rulings, reduce judicial inefficiencies, and ensure transparency. If class action plaintiffs were to prevail against financial institutions, their success could have an adverse effect on the financial industry and on our business.
Governmental measures and the regulatory framework applicable to financial entities could have a material adverse effect on their operations.
The Argentine government has historically exercised significant influence over the economy and the financial system. Financial institutions, in particular, have operated in a highly regulated environment. We are actively supervised by the Central Bank, the CNV and the UIF, among other agencies. We may be subject to sanctions if the Central Bank detects non-compliance with regulations applicable to financial institutions. The CNV, in turn, has the power to supervise compliance regarding market operations, as well as to make recommendations and instruct best practices in the area of securities trading or corporate governance regulations. Finally, the UIF regulates matters related to money laundering and has the power to supervise regulatory compliance by obligated entities. Although the Milei administration has initiated a process of flexibilization—either by replacing existing regulations with new provisions or, in some cases, through the deregulation of certain aspects of the financial sector (such as the elimination of minimum rates for time deposits implemented in March 2024, or the relaxation of the ability to provide financing in U.S. dollars to certain entities in accordance with Communication “A” 8202)—a significant number of regulations remain fully in force. For more information, see “Item 4.B. Business Overview—Argentine Banking Regulation.”
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For example, in July 2025, the Central Bank implemented a series of monetary and regulatory measures intended to strengthen its monetary policy framework, reduce excess liquidity within the financial system, control the exchange rates, and promote price stability. As part of these measures, the Central Bank announced the discontinuation of LEFI, short-term liquidity absorption instruments previously used to manage system-wide Peso liquidity. The phase-out of the LEFI program was completed during the third quarter of 2025, representing a structural shift in the Central Banks liquidity management operations. Combined with higher reserve requirements and increases in policy and market interest rates, this measure resulted in a significant contraction of financial system liquidity. These actions increased short-term funding costs, reduced the availability of lendable funds, and may lead to greater volatility in interbank and deposit rates.
We have no control over governmental regulations or laws governing all aspects of our operations, including: minimum capital requirements; minimum cash reserve requirements; requirements on fixed-rate asset investments; limits on lending capacity and other credit restrictions, including mandatory allocations; limits and other restrictions on fees; reduced time for financial institutions to deposit the amount of credit card sales into appropriate merchant accounts; limits on the amount of interest a bank may charge or pay, or on the period for capitalizing interest; accounting and statistical requirements; restrictions on dividends; limits or restrictions on foreign exchange; limits on market share; reporting or control regimes as agents or regulated entities; and changes in the deposit insurance regime. Further, any insolvency proceeding against financial institutions would be subject to the powers and intervention of the Central Bank, which may limit remedies otherwise available and extend the duration of the proceedings.
It is not possible to offer any guarantee that new stricter regulations will not be implemented in the future that may generate uncertainty and adversely affect future financial activities. Such changes in the regulatory framework and further changes in the future could limit the ability of financial institutions, including us, to make long-term decisions, such as asset allocation decisions, which could cause uncertainty with respect to our future financial condition and results of operations. We cannot assure that laws and regulations currently governing the economy, or the financial sector will not continue to change in the future or that any changes will not adversely affect our business, financial condition and results of operations.
We cannot predict whether the current administration will continue with the described process of flexibilization, and, if so, how changes to the existing regulations might affect us, our activities and operations. Furthermore, current or future legislation and regulations could require us to incur significant expenses in order to prevent a substantial adverse impact on our consolidated operations.
Certain changes to services and commissions charged by financial entities on debit and credit card sales may affect Argentine financial institutions.
Financial institutions receive income from the commissions they charge merchants on debit and credit card transactions. A change in applicable law that imposes or alters the limits on the fees that merchants may be charged may adversely reduce revenues of the Argentine financial institutions. In March 2017, the Central Bank reduced credit and debit card fees on a gradual annual plan. In June 2022, the Central Bank issued Communication “A” 7533, establishing that sales commission fees must not exceed 0.60% for debit card and 1.30% for credit card. These percentages were reinstated through Central Bank Communication “A” 7919.
The application of the limits established by the Central Bank and any further reduction in credit and debit card sales commissions could adversely affect our profitability, financial condition and results of operations. Through Decree No. 70/2023, credit card transactions were simplified by eliminating the fee limit which had been established by the Law No. 25,067. These limits were 3% for credit cards and 1.5% for debit cards. As from the effectiveness of the Decree No. 70/2023, section 15 provides that “the issuing entity shall mandatorily disclose to the public the financing rate applied to the credit card system.” At the same time, section 18 of the Decree No. 70/2023 stipulates that “regardless of the provisions of the substantive laws, punitive interest shall not be capitalizable.” For more information, see “Risks related to Argentina—Governmental measures and the regulatory framework applicable to financial entities could have a material adverse effect on their operations.”
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Furthermore, the rules that govern the credit card business provide for variable caps on the rates and fees that financial entities may charge to clients, and enable courts to decrease the interest rates and fees agreed upon by the parties if they are deemed excessively high. The maintenance of limits imposed by the Central Bank and any further reduction in credit and debit card sales commissions could adversely affect our profitability, results of operation and financial condition.
A change in the applicable law or court decisions lowering the cap on interest rates and fees would reduce the Bank’s revenues, which could negatively affect our consolidated results.
Increased operating costs may affect the Argentine financial institutions results of operations.
Argentine financial institutions face the risk of potential claims initiated by individual workers or unions, and possible strikes or general strikes, in the context of negotiations relating to salary increases, benefits and/or compensation. The occurrence of any of the above could increase our operating costs, which could in turn have a negative impact on the Argentine financial institutions and, in turn, on our business, financial position and results of operations.
Argentine financial institutions, including us, continue to have significant exposure to public sector debt, and its repayment or refinancing capacity, which in periods of uncertainty could negatively affect their results of operations.
To some extent, the value of the assets held by Argentine financial institutions, as well as their income generation capacity, is dependent on the public sector’s creditworthiness, which is in turn dependent on the Argentine government’s ability to promote sustainable long-term economic growth, generate tax revenues and control public spending.
Argentine financial institutions usually hold public sector debt issued by the Argentine, provincial and municipal governments, and securities issued by the Central Bank as part of their portfolios. During 2025, the exposure by Argentine financial institutions to public sector debt continued decreasing, transferring a significant portion of such credit to the private sector. As a result, the real balance of credit to the private sector accumulated an increase of 36.7% as of December 31, 2025 compared to 2024.
As of December 31, 2024, the exposure of the financial institutions to the public sector represented 35.8% of their total assets. During 2025, this exposure decreased to 26%, driven by increased private credit activity. In the second half of the year, banks began unwinding their LEFIS positions to obtain liquidity for loans, which strengthened the role of credit to the private sector.
As a result, our income-generating capacity may be materially impacted by the Argentine public sector’s debt repayment capacity and the performance of public sector bonds, which, in turn, is dependent on the factors referred to above.
Should the public sector fail to fulfill its commitments in due time and proper form, this could have an adverse effect on our business, financial situation and results of operations.
Enforcement of creditors’ rights in Argentina may be limited, costly and lengthy.
In the past, in order to protect debtors affected by the economic crisis in 2001 and 2002, the Argentine government adopted measures in the beginning of 2002 that suspended proceedings to enforce creditors’ rights upon debtor default, including mortgage foreclosures and bankruptcy petitions. More recently, the Argentine government took other temporary measures, such as the suspension of mortgage foreclosures during the COVID-19 pandemic, which limited the ability to enforce creditors’ rights.
Any such measures, and any other measures which may limit the ability of creditors, including us, to bring legal actions to recover unpaid loans or restricting creditors’ rights generally could have a material adverse effect on the financial system and on our business.
Exposure to multiple federal, provincial and/or municipal legislation and regulations could adversely affect financial entities’ results.
The Argentine government has historically exercised significant influence over the economy and financial institutions. In the past, several different bills to amend the Argentine Financial Institutions Law No. 21,526 (the “Financial Institutions Law”) have been put forth for consideration by the Argentine Congress, seeking to amend different aspects of the Financial Institutions Law, including the qualification of financial services as a public service, an increase in governmental regulations affecting the activities of financial entities and initiatives to make financial services more widely available.
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Laws and regulations currently governing the economy and the banking sector may continue to change in the future, and any changes may adversely affect our business, financial condition and results of operations. In particular, a thorough amendment of the Financial Institutions Law would have a substantial effect on the banking system as a whole. If such a bill were passed, or any other amendment to the Financial Institutions Law be made, the subsequent changes in banking regulations may have adverse effects on financial institutions in general, and on our business, financial conditions and results of operations.
In addition, Argentina has a federal system of government with 23 provinces and the Autonomous City of Buenos Aires, each of which, under the Argentine national constitution, has full power to enact legislation concerning taxes and other matters. Likewise, within each province, municipal governments have broad powers to regulate such matters. Due to the fact that our branches are located in multiple provinces, we are also subject to multiple provincial and municipal legislation and regulations. Future developments in provincial and municipal legislation concerning taxes, provincial regulations or other matters may adversely affect our business or results of operations.
Risks related to us
Our target market may be the most adversely affected by economic recessions.
Our business strategy is to increase fee income and loan origination in one of our principal target markets; low- and middle-income individuals and SMEs.
This target market is particularly vulnerable to economic recessions and, in the event of a recession, growth in our target market may slow and consequently adversely affect our business. The Argentine economy as a whole, and our target market in particular, has not stabilized enough for us to be certain that demand will continue to grow. Therefore, we cannot assure you that our business strategy will ultimately be successful without undue delay or at all.
Significant shareholders have the ability to direct our business, and their interests could conflict with yours.
As of December 31, 2025, our significant shareholders, Banco de Servicios y Transacciones S.A., as trustee of the Guarantee Trust JHB BMA and Delfín Jorge Ezequiel Carballo, directly or beneficially owned 5,995,996 Class A shares and 104,473,881 Class B shares, and 4,901,415 Class A shares and 118,326,495 Class B shares, respectively. Following Mr. Brito’s death in November 2020, the transfer of the shares remained subject to approval by the Central Bank. The Central Bank approved the transfer of the shares to the Guarantee Trust JHB BMA in September 2023. The Guarantee Trust JHB BMA’s beneficiaries are Mr. Jorge Horacio Brito’s heirs. Guarantee Trust JHB BMA’s decisions are made by the trustee, based on instructions provided by a majority of Mr. Jorge Horacio Brito’s children.
Although there is no agreement among our significant shareholders, if voting together, they could control all decisions made by shareholders with respect to us. They may, without the vote of the remaining shareholders, elect a majority of our directors, effect or prevent a merger, sale of assets or other business acquisition or disposition, cause us to issue additional equity securities, effect a related party transaction and determine the timing and amounts of dividends, if any.
We will continue to consider acquisition opportunities, which may not be successful.
We have historically expanded our business primarily through acquisitions. We will continue to consider attractive acquisition opportunities that we believe may offer additional value and are consistent with our business strategy, and, as such, may acquire businesses, assets, or securities of companies, from time to time. We cannot assure you, however, that we will be able to identify suitable acquisition candidates or that we will be able to acquire promising target financial institutions on favorable terms or that the Central Bank will approve any such transaction without undue delay or at all. Further, even if we are able to identify suitable acquisition candidates, we may face difficulties implementing our inorganic growth strategy, including not successfully integrating or performing the operations of the business we have acquired or expect to acquire in the future.
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In this regard, on November 3, 2023, we acquired shares of: (i) Banco Itaú Argentina S.A., which represented 100% of its capital and votes; (ii) Itaú Asset Management S.A. and Itaú Valores S.A., which represented 13% of the share capital and votes of each of these companies (since Banco Itaú Argentina S.A. held the remaining 87% of the share capital and votes of these companies, we indirectly acquired 100% of their capital and votes, by virtue of the transfer detailed in (i)). On November 14, 2024, the merger between us and Banco BMA S.A.U. (formerly Banco Itaú Argentina S.A.) was completed. On September 11, 2025, the merger between Macro Securities and BMA Valores SA. (formerly Itaú Valores S.A.) was completed and on September 29, 2025, the merger between Macro Fondos and BMA Asset Management S.A. (formerly Itaú Asset Management S.A.) was also completed.
Furthermore, as part of our strategy to expand into the digital ecosystem, we entered into a share purchase agreement to acquire, directly and indirectly, 100% of the capital stock and voting rights of Banco Sáenz S.A. The purchase price to be paid at closing consists of (i) an amount in Pesos equivalent to the net equity of Banco Sáenz S.A., to be determined prior to closing, plus (ii) U.S.$2,000,000, subject to potential price adjustments as provided in the purchase agreement. This transaction is complementary to our recent entry into Personal Pay—the digital wallet developed by Telecom Argentina S.A.—and is intended to position Banco Sáenz S.A. as a banking platform oriented toward supporting the growth of digital financial solutions, while maintaining a differentiated operation that enables agility and flexibility. The closing of this transaction remains subject to the approval of the Central Bank. Until such approval is obtained, Banco Sáenz S.A. will continue to operate as an independent entity, and the transaction will not result in immediate changes for Personal Pay users.
Additionally, our ability to obtain the desired effects of any such acquisitions will depend in part on our ability to successfully complete the integration of those businesses and capture expected synergies, of which there can be no assurance. The integration of acquired businesses entails significant risks, including customer retention, integration, valuation adjustments and liability assumption risks. We may not effectively assimilate the business or product offerings of acquired companies into our business or within the anticipated costs or timeframes. In addition, we may be unable to retain key customers, suppliers, or employees of acquired businesses, or successfully implement our business plan for the combined business. Further, as we integrate acquired businesses with our existing operations; our overall internal control over financial reporting processes; and our financial, operations, and information systems, any integration process gives rise to costs and uncertainties and may strain management resources and business functions. If the financial performance of our business, as supplemented by any assets and businesses acquired, does not meet our expectations, our results of operations may fail to meet market expectations. In addition, we cannot assure that the fair value of acquired businesses or investments will remain constant. The occurrence of any of the above items could have a material adverse effect on our business, results of operations, cash flow or financial condition.
Our estimates and established reserves for credit risk and potential credit losses may prove to be inaccurate and/or insufficient, which may materially and adversely affect our financial condition and results of operations.
A number of our products expose us to credit risk, including consumer loans, commercial loans and other receivables. Changes in the income levels of our borrowers, increases in the inflation rate or an increase in interest rates could have a negative effect on the quality of our loan portfolio, causing us to increase provisions for loan losses and resulting in reduced profits or in losses.
We estimate and constitute provisions for credit risk and uncollectibility based on the calculation of expected credit losses (“ECL”) using analytical models (statistical models related to loan portfolio management) in accordance with IFRS 9. Following the provisions of section 5.5 on Impairment, we recognize the impairment of our financial assets. For collective ECL estimation, we group exposures into segments of clients with similar risk characteristics deemed relevant for the analysis. On the other hand, we conduct individual assessments for clients with significant risks, those requiring specialized treatment, or those whose characteristics do not align with other portfolio segments, where statistical data is insufficient to reliably predict future behavior.
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We may be unable to identify such risks in a timely manner before they materialize or, due to limited resources or tools, its personnel may not be able to effectively implement the our credit risk control framework. This could result in increased exposure to credit risk.
As of December 31, 2023, our management elected to establish an expert judgment-based provision of Ps.31,448.5 million, based on the estimated impact of the economic policy shift proposed by the new National Government authorities who took office on December 10, 2023. It is worth noting that no further adjustments were made at the close of 2024 or 2025.
Overall, if we are unable to effectively control the level of non-performing or poor credit quality loans in the future, or if our loan loss reserves are insufficient to cover future loan losses, our financial condition and results of operations may be materially and adversely affected.
Changes in market conditions, and any risks associated therewith, could materially and adversely affect our financial condition and results of operations.
We are directly and indirectly affected by changes in market conditions, market risk, or the risk that the values of assets and liabilities or revenues will be adversely affected by variations in market conditions, is inherent to the products and instruments associated with our operations, including loans, deposits, securities, bonds, long-term debt and short-term borrowings. Changes in market conditions that may affect our financial condition and results of operations include fluctuations in interest and currency exchange rates, securities prices, changes in the implied volatility of interest rates and foreign exchange rates, among others. For more information, see “Risks related to Argentina—The Argentine economy could be adversely affected by economic, political and geopolitical developments in other countries.”
Increased competition and consolidation in the banking system, and a changing business model, could limit our growth or continue to reduce spreads and adversely affect our results of operations.
The markets we operate in are highly competitive, particularly in the automobile and consumer financing sectors. Increased competition, including from nonbank financial institutions like fintechs, could make it harder to increase our lending volume. This competition has led to consolidation among small and medium-sized financial institutions, a trend we expect to continue, especially if interest spreads continue to decrease due to competition and government monetary policy.
The financial services sector has undergone significant transformation driven by mobile technologies, data-driven innovation, and the entry of new players like neobanks, which operate exclusively online. These nonbank competitors offer services that may affect our ability to attract deposits. Additionally, regulatory asymmetries benefit these nonbank operators.
The adoption of new technologies such as artificial intelligence (“AI”), cloud computing, big data analysis, cryptocurrencies, and alternative payment systems could erode our business or require substantial investments to adapt our products and services. The shift towards mobile and online banking models may necessitate changes in our commercial banking strategy, including closing or selling branches and reducing staff, resulting in significant expenses as a result of severance payments.
Competitors, including nonbank financial institutions and fintechs, are increasingly deploying AI-driven tools to enhance credit scoring, customer service, fraud detection, and product personalization, which may intensify competitive pressure on our market position.
Failure to adapt to the competitive environment or to implement necessary changes efficiently and timely could have a material adverse impact on our competitive position and our business, results of operations, and financial condition.
Cybersecurity events could negatively affect our reputation, our financial condition and our results of operations.
We depend on the efficient and uninterrupted operation of internet-based data processing, communication and information exchange platforms and networks, including those systems related to the operation of our automatic teller machine (“ATM”) network. We have access to large amounts of confidential financial information and control substantial financial assets belonging to our customers as well as to us. In addition, we provide our customers with continuous remote access to their accounts and the possibility of transferring substantial financial assets by electronic means. Accordingly, cybersecurity is a material risk for us. Cybersecurity incidents, such as computer break-ins, phishing, identity theft and other disruptions could negatively affect the security of information stored in and transmitted through our computer systems and network infrastructure and may cause existing and potential customers to refrain from doing business with us.
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Over the last years, there has been an increase in cases of phishing, and especially of telephone phishing or vishing and angler phishing through social networks, in order to deceive clients and obtain confidential information using different techniques of social engineering. In addition, our risk and exposure to these matters remain heightened because of the evolving nature and complexity of these threats from cybercriminals and hackers. Preventive measures and security components continue to be developed to improve the preventive measures against such kinds of fraud and increase the level of protection of information. In this sense, we have taken measures to mitigate the cases of phishing and digital fraud and protect our customers.
In March 2023 the Central Bank, issued Communication “A” 7724 that seeks to prevent and combat the increasingly frequent frauds against banking customers. This regulation requires banks to improve their policies, procedures and controls in order to obtain more accurate results in risk assessments and improve the mitigation of their information and technology risks. The issued standards indicate that it is essential to define and implement an information technology and security risk management framework as part of our risk management and that this requires time, extensive training and commitment from senior management and the Board of Directors. Effective October 2023, this regulation contributes to mitigate the specific risks already mentioned and also to reduce and mitigate the entity’s reputational risk through cyber resilience, security incident management and integration with integrated risk management policies.
In June 2023, the Central Bank issued Communication “A” 7777, which updated security practices and requirements to create a comprehensive regulatory framework aimed at protecting users, promoting operational resilience, and preserving the stability of the financial system, including requirements related to transaction and customer activity monitoring and control, digital identification, security controls for applications and devices provided, measures to prevent identity theft in mobile application usage, controls to prevent the creation of fraudulent accounts and applications, and safeguards against counterfeit websites imitating official accounts and sites, among others. Pursuant to Communication “A” 7783, the Central Bank approved the “Minimum Requirements for the Management and Control of Technological and Information Security Risks Associated with Digital Financial Services.”
We believe our contingency plans are adequate to timely restore operations. However, such contingency plans in place may not be sufficient to cover liabilities associated with any such events and, therefore, applicable insurance coverage may be inadequate, preventing us from receiving full compensation for the losses sustained as a result of such a disruption. Although we intend to continue implementing security technology devices and establishing operational procedures to prevent such damage, we cannot assure you that all of our systems are entirely free from vulnerability and that these security measures will be successful. If any of these events occur, it could damage our reputation, entail serious costs and affect our transactions, as well as our results of operations and financial condition.
Our own use of AI-based models and automated decision-making systems in credit origination, risk management, and internal operations is subject to risks of model error, bias, and inadequate validation, any of which could result in flawed outputs, regulatory scrutiny, or financial losses. In addition, AI systems rely on the processing of large volumes of personal and financial data, increasing our exposure to data privacy risks and potential non-compliance with applicable data protection regulations. The rapid pace of AI development also means that the regulatory framework governing its use in financial services remains uncertain and evolving in Argentina and internationally; new or amended requirements could impose additional compliance costs or restrict our ability to leverage AI capabilities. Furthermore, AI tools may be used by malicious actors to enhance the sophistication of cyberattacks, fraud schemes, and social engineering, amplifying our existing cybersecurity risks. Failure to adequately govern, validate, and oversee our AI systems, or to invest sufficiently to keep pace with AI-driven innovation, could materially affect our competitive position, reputation, and financial condition.
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Our business is highly dependent on properly functioning information technology systems and improvements to such systems.
Our business is highly dependent on the ability of our information technology systems and the third-party managers of such systems to effectively manage and process a large number of transactions across numerous and diverse markets and products in a timely manner. In addition, we provide our customers with continuous remote access to their accounts and the possibility of transferring substantial financial assets by electronic means. The proper functioning of our financial control, risk management, accounting, customer service and other data processing systems is critical to our business and our ability to compete effectively. Our business activities may be materially disrupted if there were a partial or complete failure of any of our information technology systems and communication networks. Such failures could be caused by, among other things, software bugs, computer virus attacks or intrusions, phishing, identity theft or conversion errors due to system upgrading. In addition, any security breach caused by unauthorized access to information or systems, or intentional malfunctions or loss or corruption of data, software, hardware or other computer equipment, could have a material adverse effect on our business, results of operations and financial condition.
Our ability to remain competitive and achieve further growth will depend in part on our ability to upgrade our information technology systems and increase our capacity on a timely and cost-effective basis. Any substantial failure to improve or upgrade information technology systems effectively or on a timely basis could materially affect us.
An increase in fraud or transactions errors may adversely affect us.
Given the high volume of transactions that we regularly process, errors could be repeated or compounded before they are discovered and remedied. Losses from fraud by employees or outsiders, unauthorized transactions by employees and other operational errors could have a material adverse effect on us.
Although we have implemented numerous controls to avoid the occurrence of inefficient or fraudulent operations, errors can occur and aggravate even before being detected and corrected. In addition, some of our transactions are not fully automatic, which may increase the risk of human error or manipulation, and it may be difficult to detect losses quickly.
Liquidity issues could arise that may adversely affect our business.
Any significant changes in the liquidity conditions prevailing in the market arising from material adverse effects on the Argentine economy, on the financial system, and on us, could affect our regular performance of business and, in particular, our funding sources.
We have, and we expect that we will continue to have, significant liquidity and capital resources to finance our business. However, our current and future potential indebtedness could have significant consequences, including the limitation on our ability to refinance existing debt or to borrow money to finance working capital, acquisitions and capital expenditures and the need to allocate a significant part of our cash flow to repay principal and interest, adversely affecting our ability to make dividend payments on our shares and the ADSs.
We cannot assure that changes in the liquidity conditions of the Argentine financial system, either at present or in the future, will not have an adverse effect on our business. If so, our financial, economic or other condition, our results, operations, business, and/or our general repayment ability could be significantly and adversely affected.
For more information, see “Risks related to Argentina—The Argentine economy could be adversely affected by economic, political and geopolitical developments in other countries.”
We may be exposed to compliance risks.
Due to the nature of our business, we are required to comply with various anti-corruption laws and regulations, including those of Argentina (including, in turn, the Corporate Criminal Liability Law) and the U.S. Foreign Corrupt Practices Act of 1977 (the “FCPA”), regarding customer and market conduct, anti-corruption and the prevention of money laundering and the financing of terrorists. These laws and regulations generally prohibit improper payments to government officials for the purpose of obtaining or keeping business or securing any improper advantage. If we do not successfully comply with applicable anti-corruption laws and regulations designed to combat governmental corruption, we could become subject to fines, penalties or other regulatory sanctions, civil litigation as well as to adverse press coverage, which could cause our reputation and business to suffer.
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Although we are committed to conducting business in a legal and ethical manner and in compliance with local and international statutory requirements and standards applicable to our business, we directly or indirectly deal with entities whose employees are government officials, and therefore there is a risk that our management, employees or representatives may take actions that could violate applicable laws and regulations. Guilty pleas by or convictions of us or of any our affiliates (including any of our significant shareholders, employees or other agents) in criminal proceedings may have adverse effects on our business.
In addition, there is a risk that third parties using our banking network may carry out illegal or improper activities. Moreover, as technology keeps evolving, financial crimes could increase while limiting our ability to track the movement of funds.
Increased attention to environmental, social and governance (“ESG”) matters may impact our business.
Our business faces increasing public scrutiny related to ESG activities. We risk damage to our brand and reputation if we fail to act responsibly in a number of areas, such as environmental stewardship, corporate governance and transparency as well as considering ESG factors in our operations.
Governance remains a distinctive pillar for us. The Board of Directors and Senior Management worked throughout 2025 with a focus on ethics, transparency, comprehensive risk management and regulatory compliance, incorporating ESG considerations with greater depth into strategic decision-making.
We updated our sustainability policy and defined our corporate ESG sustainability strategy. This process was aimed at guiding our management towards a comprehensive vision that articulates business efficiency and results with social impact, financial inclusion, environmental stewardship and the responsibility of operating with high standards of ethics, transparency and security. Additionally, as part of our commitment to mitigate the effects of climate change, we launched the SARAS Manual (Social and Environmental Risk Analysis System), which formalizes and guides the analysis of social and environmental risks applied to investment projects within our credit granting processes.
Adverse incidents with respect to ESG activities could impact our brand, the cost of our operations and relationships with clients and other stakeholders, all of which could adversely affect our business and results of operations. Additionally, new regulatory initiatives related to ESG could adversely affect our business and increase our cost of operations.
Risks related to our Class B shares and the ADSs
Holders of our Class B shares and the ADSs may not receive any dividends.
Dividend distributions are subject to the requirements established by the Central Bank rules, as amended from time to time. Since January 2016, pursuant to Central Bank Communication “A” 5827, additional capital margin requirements have to be complied with, including a capital conservation margin and a countercyclical margin. The capital conservation margin shall be 2.5% of the amount of risk weighted assets (“RWA”), but in the case of entities considered D-SIB, like us, this margin will be increased to 3.5% of the amount of RWA. The countercyclical margin shall be within a range of 0% to 2.5% of RWA, but Central Bank Communication “A” 5938, established countercyclical margin of 0% since April 1, 2016.
Between 2021 and 2026, the Central Bank imposed restrictions on the distribution of dividends by financial institutions, limiting such distributions to predetermined percentages of accumulated profits and requiring payments to be made in multiple equal, monthly, and consecutive installments. These restrictions were implemented through successive regulatory measures, which gradually adjusted the permissible distribution thresholds and installments.
Pursuant to Communication “A” 8410, dated March 19, 2026, until December 31, 2026, financial institutions holding prior authorization from the Central Bank may distribute profits in three equal, non-cumulative monthly installments, beginning on the third business day of May and of each month in which a payment is made. The total distributable amount may not exceed 60% of the net income for fiscal year 2025, after deducting the amounts corresponding to the legal and statutory reserves—recorded as of the same date—whose constitution is required. Such distribution of results must be consistent with the information reported under the “Business Plan and Projections and Capital Self-Assessment Report” information regime.
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In addition, pursuant to the Foreign Exchange Regulations, access to the foreign exchange market for the remittance abroad of dividends and distributions to non-resident shareholders is permitted without prior Central Bank approval, provided that the distributable profits arise from net income reported in audited annual financial statements for fiscal years beginning on or after January 1, 2025. However, dividends corresponding to fiscal years beginning prior to January 1, 2025 remain subject to certain restrictions imposed by the Central Bank for access to the foreign exchange market, including limitations on maximum amounts, minimum holding periods and documentation requirements. See “Item 10.D. Exchange Controls.” We cannot predict whether measures restricting access to the foreign exchange market for the remittance abroad of dividends and distributions to non-resident shareholders will be reimposed, nor the extent to which any such measure may affect holders of our Class B shares or ADSs.
We cannot assure this measure or others with similar effect will not be extended after this period nor the extent to which the measure may affect holders of our Class B shares or ADSs.
Holders of our Class B shares and the ADSs located in the United States may not be able to exercise preemptive rights.
Under Argentine General Companies Law No. 19,550 (the “Argentine General Companies Law”), if we issue new shares as part of a capital increase, our shareholders may have the right to subscribe to the proportional number of shares to maintain their existing shareholding. Rights to subscribe for shares in these circumstances are known as preemptive rights. In addition, pursuant to the Argentine General Companies Law, shareholders are entitled to the right to subscribe for the unsubscribed shares remaining at the end of a preemptive rights offering on a pro rata basis, which are known as accretion rights. However, under the Capital Markets Law and our bylaws, shareholders are not entitled to exercise accretion rights. Upon the occurrence of any future increase in our capital stock, U.S. holders of Class B shares or ADSs will not be able to exercise the preemptive rights for such Class B shares or ADSs unless a registration statement under the U.S. Securities Act of 1933, as amended (the “Securities Act”), is effective with respect to such Class B shares or ADSs 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 those Class B shares or ADSs. We cannot assure you that we will file such a registration statement or that an exemption from registration will be available.
Unless those Class B shares or ADSs are registered or an exemption from registration applies, a U.S. holder of our Class B shares or ADSs may receive only the net proceeds from those preemptive rights if those rights can be sold by the depositary. If they cannot be sold, they will be allowed to lapse. Furthermore, the equity interest of holders of Class B shares or ADSs located in the United States may be diluted proportionately upon future capital increases.
We are traded on more than one market, which may result in price variations and investors may not be able to easily transfer shares for trading between such markets.
The trading prices of our ADSs and our Class B shares may differ on different markets due to various factors. Any decrease in the price of our Class B shares on the BYMA or the A3 Mercados could cause a decrease in the trading price of the ADSs on the NYSE. Investors could seek to sell or buy our shares to take advantage of any price differences between the markets through a practice referred to as arbitrage. Any arbitrage activity could create unexpected volatility in both our share prices on one exchange, and the ADSs available for trading on the other exchange. In addition, holders of ADSs will not be immediately able to surrender their ADSs and withdraw the underlying Class B shares for trading on the other market without effecting necessary procedures with the depositary. This could result in time delays and additional cost for holders of ADSs.
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 payment 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 the Argentine Corporate Law or our bylaws may be held jointly and severally liable for damages to us or to other third parties, including other shareholders.
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Payments on Class B shares or ADSs may be subject to FATCA withholding.
Pursuant to certain provisions of the U.S. Internal Revenue Code of 1986, as amended, commonly known as FATCA, a “foreign financial institution” may be required to withhold on certain payments it makes (“foreign pass thru payments”) to persons that fail to meet certain certification, reporting, or related requirements. We are a foreign financial institution for these purposes. A number of jurisdictions have entered into, or have agreed in substance to, intergovernmental agreements with the United States to implement FATCA (“IGAs”), which modify the way in which FATCA applies in their jurisdictions. Certain aspects of the application of the FATCA provisions and IGAs to instruments such as the Class B Shares and the ADSs, including whether withholding would ever be required pursuant to FATCA or an IGA with respect to payments on instruments such as the Class B shares or the ADSs, are uncertain and may be subject to change. Even if withholding would be required pursuant to FATCA or an IGA with respect to payments on instruments such as the Class B Shares and the ADSs, proposed regulations have been issued that provide that such withholding would not apply prior to the date that is two years after the date on which final regulations defining “foreign pass thru payments” are published in the U.S. Federal Register. In the preamble to the proposed regulations, the U.S. Treasury Department indicated that taxpayers may rely on these proposed regulations until the issuance of final regulations. Holders should consult their own tax advisors regarding how these rules may apply to their investment in the Class B Shares and the ADSs.
We are organized under the laws of Argentina and holders of the ADSs may find it difficult to enforce civil liabilities against us, our directors, officers and certain experts.
We are organized under the laws of Argentina. A significant portion of our and our subsidiaries’ assets are located outside the United States. Furthermore, all of our directors and officers and some advisors named in this annual report reside in Argentina. Investors may not be able to effect service of process within the United States upon such persons or to enforce against them or us in United States courts judgments predicated upon the civil liability provisions of the federal securities laws of the United States. Likewise, it may also be difficult for an investor to enforce in United States courts judgments obtained against us or these persons in courts located in jurisdictions outside the United States, including judgments predicated upon the civil liability provisions of the United States federal securities laws. It may also be difficult for an investor to bring an original action in an Argentine court predicated upon the civil liability provisions of the U.S. federal securities laws against us or such persons.
Prior to any enforcement in Argentina, a judgment issued by a U.S. court will be subject to the requirements of articles 517 through 519 of the Argentine Civil and Commercial Procedure Code if enforcement is sought before federal courts or courts with jurisdiction in commercial matters of the Autonomous City of Buenos Aires. Those requirements are: (i) the judgment, which must be valid and final in the jurisdiction where rendered, was issued by a competent court in accordance with the Argentine principles regarding international jurisdiction and resulted from a personal action, or an in rem action with respect to personal property which was transferred to Argentine territory during or after the prosecution of the foreign action; (ii) the defendant against whom enforcement of the judgment is sought was personally served with the summons and, in accordance with due process of law, was given an opportunity to defend against foreign action; (iii) the judgment must be valid in the jurisdiction where rendered, and its authenticity must be established in accordance with the requirements of Argentine law; (iv) the judgment does not violate the principles of public policy of Argentine law; and (v) the judgment is not contrary to a prior or simultaneous judgment of an Argentine court. Any document in a language other than Spanish, including, without limitation, the foreign judgment and other documents related thereto, requires filing with the relevant court of a duly legalized translation by a sworn public translator into the Spanish language.
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