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 and uncertainties described below, together with the other information contained in this annual report, before making any investment decision. Any of the following risks and uncertainties could have a material adverse effect on our business, prospects, results of operations and financial condition. The market price of our common shares could decline due to any of these risks and uncertainties, and you could lose all or part of your investment. The risks described below are those that we currently believe may materially affect us. Summary of Risk Factors The following is a series of concise statements highlighting the principal, but not all, risk factors that we face. The list is followed by a discussion of the Company’s risk factors, including those highlighted below. Risks Related to Our Business and Industry ● Our concessions may be terminated under various circumstances, some of which are beyond our control. ● We may be subject to monetary penalties or early termination if we fail to comply with the terms of our concession agreements. ● Changes in government policies, legal frameworks, or concession terms could adversely affect our operating rights, potentially leading to financial and operational disruptions. 6 Table of Contents ● Outbreaks of infectious diseases and public health crises could materially adversely affect traffic levels and air traffic demand. ● Geopolitical uncertainties and increasing trade protectionism, including the escalation of international conflicts, trade wars and economic sanctions, may negatively impact global economic conditions, affecting air travel demand and airport operations. These factors could reduce international air travel volumes, disrupt airline operations, and have a material adverse effect on our business, results of operations and financial condition. ● We rely on information and communication technologies to support airport operations, passenger processing and security systems. Our systems and infrastructures face certain risks, including cybersecurity risks. ● Our revenue is highly reliant on air traffic levels, which in turn are influenced by economic and political conditions in the countries where we operate our airports. Risks Related to Argentina and the AA2000 Concession Agreement ● The Argentine Government extended the term of the AA2000 Concession Agreement until 2038, subject to our compliance with certain commitments. Failure to comply with these commitments could result in the imposition of fines, termination or revocation of the AA2000 Concession Agreement. ● Pursuant to the AA2000 Concession Agreement, since February 2018, the Argentine Government may buy out our concession, which would materially affect our revenues and operations. ● The Argentinian National Airports System Regulatory Body (Organismo Regulador del Sistema Nacional de Aeropuertos, “ORSNA”) may adjust the fees we charge for aeronautical services, the payments we are required to make to the Argentine Government and our investment plan in a way that is detrimental to us or fail to adjust them to restore the AA2000 Concession Agreement’s economic equilibrium. ● If ORSNA does not approve the capital expenditures already made under the AA2000 Concession Agreement, we could be required to make additional capital expenditures, which may affect our cash flows and financial condition. Risks Related to Our Other Principal Operations and Other Principal Markets in Which We Operate ● Italy. The approval process for the Florence Airport master plan requires authorization from both local and national authorities, with informational involvement of the European Commission. Any further delay could adversely affect our ability to increase revenues and profits derived from the operation of such airport. ● Brazil. We are in a contractual renegotiation process of the Brazilian Concession Agreement under which we incurred losses due to the accretion of the financial liability recognized as a result of the contractual fixed concession fee. ● Uruguay. Our Uruguayan airport operations, particularly at Punta del Este Airport, are heavily dependent on air traffic from Argentina and Brazil. Any deterioration in the economic conditions of our neighboring markets, particularly Argentina, could have a material impact on our business and operating results. ● Armenia. The ongoing war between Russia and Ukraine has and will likely continue to disrupt air travel routes and passenger flows, which could negatively affect our operational performance and results of operations. Risks Related to Our Common Shares ● We issued, and may further issue, options, restricted shares, and other forms of share-based compensation, which could dilute shareholder value and cause the price of our common shares to decline. ● A significant portion of our common shares may be sold into the public market, which could cause the market price of our common stock to drop significantly, regardless of our operational performance. 7 Table of Contents Risks Related to Our Business and Industry Our concessions may be terminated under various circumstances, some of which are beyond our control. Our business consists of acquiring, developing and operating airport concessions. These concessions are granted by governmental authorities for a limited period of time and subject to several conditions and obligations. Our airport concessions may be terminated under various circumstances, many of which are beyond our control. Our concession agreements may be terminated at any time by the relevant governments or agencies. Termination can occur at any time for public interest reasons or due to our material and repeated breaches of the concession terms. In addition, our concession agreements may be terminated as a result of auction processes, in the event that a different concessionaire is awarded the concession. The termination of one or more of our concessions could have a material adverse effect on our business, financial condition, and results of operations. If an applicable governmental authority terminates any of our concessions, for public interest reasons or without cause, we may be entitled to seek claims for compensation from such terminating governmental authority. Although termination payments vary by concession, they usually include a claim for indemnification equal to the value of our non-amortized investments relating to operating the airports and rendering the services agreed under the concession agreements plus loss of profits. Collecting on such claims may be challenging and time-consuming, and the returns may not meet expectations, potentially harming our business, financial condition, and results of operations. In the AA2000 Concession Agreement, our largest concession operations, the Argentine Government has the right to buy out the concession agreement upon prior notification to us and indemnify us for certain incurred investments. See “Item 3. Key Information—Risk Factors—Risks Related to Argentina and the AA2000 Concession Agreement—Pursuant to the AA2000 Concession Agreement, since February 2018, the Argentine Government may buy out our concession, which would materially affect our revenues and operations.” We may be subject to monetary penalties or early termination if we fail to comply with the terms of our concession agreements. We may be subject to monetary penalties or face early termination of our concession agreements if we fail to comply with their terms. Certain breaches may provide for cure periods or other remedial actions, while substantial or repeated violations, can result in monetary sanctions or, in some cases, immediate termination of the applicable concession. Difficulties in meeting our obligations under our concession agreements or complying with applicable laws and regulations enforced by the relevant governmental authorities may result in sanctions on us. For a description of the consequences that may result from violation of concessions terms, or applicable local laws and regulations related to such concessions, see “Item 4. Information On The Company—B. Business Overview—Regulatory and Concessions Framework.” Monetary penalties could negatively affect our results of operations. In addition, under all our concession agreements, we are required to establish and comply with an investment plan for the airports covered under such agreements. Failure to fulfill our investment commitments on a timely basis or obtain sufficient financing to fund the projects, could lead to a breach of the relevant concession agreement, potentially resulting in monetary fines or the early termination of our concession agreements. Changes in government policies, legal frameworks, or concession terms could adversely affect our operating rights, potentially leading to financial and operational disruptions. Our business operations rely on concessions, licenses, and regulatory approvals granted by governmental authorities. Changes in government policies, legal frameworks, or the terms and conditions of our concessions agreements could negatively impact our ability to operate and expand our business. These changes may include modifications to concession agreements, imposition of stricter regulatory requirements, increased fees or taxes, or even early termination of operating rights. If any of these changes occur, we may face delays, additional costs, or legal disputes that could adversely affect our financial performance. Moreover, uncertainty regarding future regulatory actions could impact our long-term investment decisions and business strategy. Failure to effectively adapt to such regulatory changes could result in operational disruptions, decreased revenues, or financial losses. 8 Table of Contents Our revenue and profitability may be adversely affected if we are unable to win new concession agreements, acquire companies with existing concession agreements, or otherwise improve or expand our current operations. Our growth strategy relies on identifying and winning new concession agreements, acquiring companies with existing concession agreements, or improving and expanding our current operations. Our future growth may also depend on greenfield development projects, which may require significant development timelines and upfront financial commitments for construction and development. Although we anticipate having opportunities to bid for new concession agreements or acquire existing concessionaires in the future, we cannot predict the frequency or accuracy of such opportunities. We may not be able to successfully expand our operations due to, among other factors, an inability to accurately assess the suitability of airport locations, anticipate all the challenges imposed by expanding our operations or succeed in executing our growth plan efficiently. We also may fail to execute expansion projects without budget or, on a timely basis or expand at all. Additionally, the ability of certain subsidiaries of the Company to complete the investments required by the concession contracts within the agreed deadlines and costs, as well as to comply with the regulatory and contractual requirements of the granting authorities, may depend on additional capital contributions from CAAP. In addition, to secure a particular concession contract, we may be required to make investments or incur other expenses that would render such concession less economically attractive. Our growth strategy and the substantial investment associated with the acquisition of new concessions or expansion existing concessions may cause our operating results to fluctuate and be unpredictable. Outbreaks of infectious diseases and public health crises could materially adversely affect traffic levels and air traffic demand. Outbreaks of existing or future infectious diseases, public health crises, and governmental responses to such events, could provoke responses that negatively affect passenger air traffic. Future pandemics, epidemics or other global or regional public health emergencies, including new variants of existing diseases, could have a negative impact on our business and our revenue. Since our revenue heavily depends on passenger traffic levels, any future health emergency could lead to decreased passengers numbers and increased industry costs, materially affecting our revenues and operational results. Unfavorable global economic and market conditions could materially adversely affect our business and operating results. Our business relies on the overall condition of the global economy. If the conditions of the global economy remain uncertain or continue to be volatile, or if they deteriorate, including as a result of military conflicts, terrorism or other geopolitical events, our business, our operating results and our financial condition may be materially adversely affected. Following the COVID-19 pandemic, the United States and global markets experienced material increase in the level of inflation. Increases in inflation rates raise our costs for commodities, labor, materials, services and other costs required to grow and operate our business, and failure to secure these on reasonable terms may adversely impact our financial condition. Elevated inflation rates have caused, and may cause in the future, global economic uncertainty and uncertainty about the interest rate environment, which may make it more difficult, costly or dilutive for us to secure additional financing. An inadequate response to these risks could have a material adverse impact on our financial condition, results of operations and cash flows. There can be no assurance that credit and financial market instability or a deterioration in confidence in global economic conditions will not occur. Our general business strategy may be adversely affected by any such economic downturn, liquidity shortages, volatile business environment or continued unpredictable and unstable market conditions. If the equity and credit markets deteriorate, or if adverse developments are experienced by financial institutions, it may cause short-term liquidity risk and complicate our ability to obtain necessary debt or equity financing, making it more expensive. Failure to secure any necessary financing in a timely manner and on favorable terms could have a material adverse effect on our growth strategy, financial performance and stock price and could require us to alter our operating plans. In addition, one or more of our service providers, financial institutions, manufacturers, suppliers and other partners may also be adversely affected by these risks, impacting our ability to achieve our operating goals on schedule and on budget. 9 Table of Contents Geopolitical uncertainties and increasing trade protectionism, including the escalation of international conflicts, trade wars and economic sanctions, may negatively impact global economic conditions, affecting air travel demand and airport operations. These factors could reduce international air travel volumes, disrupt airline operations, and have a material adverse effect on our business, results of operations and financial condition. The ongoing war between Russia and Ukraine continues to affect international air travel and global aviation operations. As a response to the flight bans imposed by Western countries and the European Union, Russia has closed its airspace to carriers from these regions. Additionally, airlines are avoiding routes over the conflict zone, disrupting global supply chains (including the supply of aircraft components), and adversely affecting air travel accessibility. In response to Russia’s invasion of Ukraine, the European Union, the U.K. and the U.S. introduced extensive sanctions on Russia and Belarus, including targeted restrictions on individuals and entities, export controls, restrictions on economic relations, trade and financial transactions. These sanctions have had, and may continue to have a disruptive effect on global markets, particularly energy markets, contributing to volatility in fuel prices and increasing costs for airlines and airport operators. Such measures may also continue to affect passenger demand, airline capacity and route networks. Global markets and supply chains have been, and may continue to be, adversely affected by the ongoing conflict following the Hamas attack on October 7, 2023 and the subsequent military response by Israel. After an initial agreement in January 2025, on October 9, 2025, Israel and Hamas entered into a renewed ceasefire agreement calling for a permanent end of the war. However, there are no assurances that such as agreement will hold. The security situation remains fluid, and any renewed military actions, restrictions, or government-imposed measures could adversely affect our operations, supply chains, and financial condition. While, as of the date of this report, we have not experienced any material adverse effects on our operations as a direct result of this conflict, a continuation or escalation of hostilities could adversely affect global economic conditions, financial markets, energy prices and supply chains, which in turn could have a material adverse effect on our business. Iran also launched direct attacks on Israel in April and October 2024, and in June 2025, Israel launched a preemptive strike on Iranian military and nuclear infrastructure. The United States also conducted strikes on Iranian nuclear facilities in June 2025. Iran responded with drone and missile attacks on Israeli cities and U.S. bases in the region. More recently, on February 28, 2026, the United States and Israel launched a joint military operation against Iran—codenamed “Operation Epic Fury”—targeting the country’s leadership, nuclear facilities, missile sites, and security forces, resulting in the killing of Supreme Leader Ayatollah Ali Khamenei and other senior Iranian officials, and its more recently named Supreme Leader, Mojtaba Khamenei, the son of Ali Khamenei. In retaliation, Iran launched hundreds of ballistic missiles and drones against Israel, United Arab Emirates, Qatar, and U.S. military bases in the region. Iran is also believed to have significant influence over extremist groups in the region, including Hamas, Hezbollah, and the Houthis. Ongoing geopolitical tensions, including the potential for military escalation and broader regional conflict, may adversely affect economic conditions and create uncertainty that could negatively impact our business, financial condition and results of operations. In addition, the virtual closure of shipping through the Strait of Hormuz has raised concerns about broader disruptions to global energy supply, which could in turn contribute to elevated inflation and slower economic growth in major economies. As an example, on March 8, 2026, oil prices surged due to the war, reaching U.S.$119.50 a barrel, being that the first time in four years in which prices rose above U.S.$100 per barrel. The price came down to just below U.S.$100 per barrel on that same day. However, considering the importance of the region for global oil supply, a prolonged conflict could materially increase oil prices. In addition to the ongoing conflict in the Middle East, on January 3, 2026, United States military forces conducted a large-scale operation in Venezuela known as “Operation Absolute Resolve,” which resulted in the capture of Venezuelan President Nicolás Maduro and his wife, Cilia Flores, in Caracas and their transfer to the United States to face federal charges. The intervention has elicited strong international reactions and underscored the potential for rapid shifts in political dynamics in the region, which could influence investor perceptions of risk and volatility in emerging markets, including Argentina. We cannot predict the progress, outcome or consequences of the conflicts in Ukraine or Israel, or their broader impacts in Ukraine, Russia, Belarus, Europe, the U.S., the Middle East, Iran or Venezuela. The duration and effects of military conflicts are highly unpredictable and could lead to significant market and other disruptions, including significant volatility in commodity prices, fluctuations in energy resources supply, instability in financial markets, supply chain disruptions, political and social instability, trade disputes or, changes in consumer or purchaser preferences, as well as an increase in cyberattacks and espionage. These geopolitical tensions have contributed to increases in fuel price and may continue to affect our profitability. Sanctions, trade disputes, or other governmental action related to tariffs or international trade agreements, could have a material adverse effect on passenger traffic on our airports influencing our services, costs and suppliers and, consequently, on our business and financial results. 10 Table of Contents We could be subject to acts of terrorism, or war or geopolitical conflicts, which could have a negative impact on air travel and result in increased security requirements. Our airports operate under a stringent and complex security regime, mandated by governmental authorities, which may impose additional security measures from time to time, including as a result of acts of terrorism, threats of terrorism, geopolitical instability or armed conflicts. The consequences of the ongoing Russian and Ukraine war, the Israel-Hamas conflict, conflicts between Israel and the U.S. with Iran, as well as any future terrorist actions, threats or wars, may include the cancellation or delay of flights, reduced airline operations and passenger traffic, liability for damage or loss and the costs of repairing damage. Recent geopolitical escalations, including the conflict and related tensions in the Middle East involving Israel and Iran, illustrated the potential for armed conflicts to affect airport infrastructure and operations, including through airport closures, flight cancellations, airspace restrictions or rerouting of air traffic. If, as a consequence of a conflict, or terrorist attack or other security-related incident, including the operation of drones or other flying devices, one or more of the airports we operate is affected, it may need to be partially or fully closed, whether for victims assistance, investigation or reconstruction of damaged areas; our operations could be disrupted for a prolonged period of time, which could lead to a decrease in revenue and increase in costs for the reconstruction of the affected areas, to the extent these are not covered by insurance policies. Moreover, if an accident, act of terrorism or threat, whether occurring at our airports or elsewhere, adversely impacts the safety standards of our passengers, there could be a decrease of user’s perception of safety, and, consequently, there could be a reduction in passenger air traffic for an indefinite period of time, which could adversely affect our business, financial condition, and results of operations. Furthermore, the implementation of additional security measures at our airports in the future could lead to additional limitations on airport capacity or retail space, increase overcrowding, raise in operating costs and cause delays in passenger movement through the airport, any of which could have a material adverse effect on our business, financial condition, and results of operations. Our business may also be affected by wars or armed conflicts in any region of the world, including, for example, the Russian and Ukraine war, and the Israel-Hamas conflict, the broader escalation involving Iran, the United States and Israel, and the U.S. military action in Ecuador against narco-terrorist groups. More broadly, airspace closures and restrictions imposed in connection with armed conflicts or security threats, whether involving the closure of national airspace by countries involved in hostilities or the establishment of no-fly zones, can materially disrupt global and regional flight networks. Among other things, such conflicts and restrictions can lead to increased prices of fuel, supplies, and interest rates for aircraft leases, which could, in turn, result in higher airline ticket prices and a decline in demand for air transportation, as well as increased security related costs. We rely on information and communication technologies to support airport operations, passenger processing and security systems. Our systems and infrastructures face certain risks, including cybersecurity risks. The operation of complex infrastructures, such as airports, and the coordination of the many actors involved in its operation require the use of several highly specialized information systems, including both our own information technology systems and those of third-party service providers, such as systems that monitor our operations or the status of our facilities, communication systems to inform the public, access control systems and closed circuit television security systems, infrastructure monitoring systems, passenger ticketing and boarding, automated baggage handling, points of sale, terminals and radio and voice communication systems used by our personnel. In addition, our accounting and fixed assets, payroll, budgeting, human resources, supplier and commercial, hiring, payments and billing systems and our websites are key to the functioning of our airports. The proper functioning of these systems is critical to our operations and business management. These systems may, from time to time, require modifications or improvements as a result of changes in technology, the growth of our business and the functioning of each of these systems. 11 Table of Contents Attempts to gain unauthorized access to our information technology systems have become more sophisticated over time. The risk of cybercrime has been increasing, especially as infiltrating technology continues to become increasingly sophisticated. We and certain of our service providers may from time to time be subject to cyberattacks and security incidents. While we have not experienced any significant system failure, accident or security breach to date, if such an event were to occur and cause interruptions in our and our critical third parties’ operations, it could result in material disruptions to our programs, our operations, and ultimately, our financial results. In particular, if we are unable to contain or minimize the effects of a significant cyberattack, such attack could materially affect the number of passengers at our airports, cause the loss or exposure of information, damage our reputation and lead to regulatory penalties and financial losses. Any security compromise affecting us, our service providers, strategic partners, other contractors, consultants, or our industry, whether real or perceived, could harm our reputation, erode confidence in the effectiveness of our security measures and lead to regulatory scrutiny. To the extent that any disruption or security breach were to result in a loss of, or damage to, our data or systems, or inappropriate disclosure of confidential or proprietary or personal information, we could incur liability, including litigation exposure, penalties and fines, we could become the subject of regulatory action or investigation, our competitive position could be harmed and the further development and commercialization of our products and services could be delayed. If such an event were to occur and cause interruptions in our operations, it could result in a material disruption of our business. A global security monitoring service (SMS) including an incident response and threat intelligence service is activated. In 2025, an offensive security strategy was deployed as a preventive approach to cyberattacks. This service allows us to respond more quickly and efficiently to any potential security breach. On the other hand, we are implementing and strengthening security measures to maintain and improve protection of information, increasing endpoint and perimeter protection, vulnerability management processes to improve the global posture of the company in terms of information security. However, these information technology systems cannot be completely protected against certain events such as natural disasters, fraud, computer viruses, hacking, communication failures, equipment breakdown, software errors and other technical problems. The occurrence of any of these events could disrupt our operations, increasing costs and decreasing revenue, as well as damaging our public image and our business in general. The loss or impairment of our relationship with governments and their agencies in the markets in which we operate could adversely affect our business, future revenues, and growth prospects. Our main assets are concession rights granted by governments in the countries in which we operate. Our business depends largely on our ability to manage relationships with the relevant governments and their agencies. During the terms of our concessions, we have ongoing communications with the relevant governments and their agencies regarding, among other things, the terms and conditions of the concession, compliance with the concession agreement, the applicable master plans and works to be performed at the airport works, including works not specifically required by the terms of the relevant concession, and the establishment of tariffs. Our business, prospects, financial condition, or operating results could be materially harmed if we were suspended or debarred from contracting with any such government or government agency, or if our reputation or relationship with any such government or agency is impaired. Our revenue is highly reliant on air traffic levels, which in turn are influenced by economic and political conditions in the countries where we operate our airports. Our revenue is closely linked to passenger and cargo traffic volumes and the number of air traffic movements at our airports. These factors directly determine our aeronautical revenue and indirectly determine our commercial revenue. Passenger, cargo traffic volumes and air traffic movements depend, in part, on many factors beyond our control. These factors include economic conditions, political situations, public health crises (epidemics and pandemics), terrorism, fluctuations in petroleum prices (which can have a negative impact on traffic as a result of fuel surcharges or other measures adopted by airlines in response to increased fuel costs), currency exchange rate fluctuations, hyperinflation, geopolitical considerations and changes in regulatory policies applicable to the aviation industry. Any of these risks may result in a reduction of passenger air traffic levels and air traffic movements globally and in the regions in which we operate. A significant decline in passenger and cargo traffic volumes and the number of air traffic movements at our airports could have a material adverse effect on our business, financial condition, and operations results. 12 Table of Contents We face risks related to our dependence on the revenue from Ezeiza Airport. For the years ended December 31, 2025, 2024 and 2023, the Ministro Pistarini International Airport (“Ezeiza Airport”) generated U.S.$409.0 million or 20.8% of our consolidated revenue, U.S.$437.0 million or 23.7% of our consolidated revenue, and U.S.$253.7 million or 18.2% of our consolidated revenue, respectively, for each of such periods. As a result of the substantial contribution to our revenue from the Ezeiza Airport, any event or condition affecting this airport (in addition to any potential termination or buyout of the AA2000 Concession Agreement) could materially adversely affect our business, financial condition, and results of operations. For example, an economic recession in Argentina, a reduction in the operations of Ezeiza Airport, competition from other airports or a decrease in the number of passengers traveling to Buenos Aires as tourists could cause a decrease in our revenue from this airport which, in turn, could materially adversely affect our business, financial condition and results of operations. Increases in international fuel prices could reduce demand for air travel. Fuel prices may fluctuate due to changes in output of petroleum, voluntary or otherwise, by oil producing countries, market forces, potential terrorist attacks, and general international conflicts, such as the ongoing Russian and Ukraine war, the Israel-Hamas conflict, conflicts between Israel and the U.S. with Iran, as well as military action by the U.S. in Venezuela. In the past, higher fuel costs lead to cancellations of routes, decreases in frequencies of flights and, in some cases, even contributed to airlines bankruptcies. In March 2026, there has been an increase in oil prices caused by the war in the Middle East involving the U.S., Israel and Iran and the virtual closure of the Strait of Hormuz. Although fuel is a widely traded global commodity, in the event of a significant increase in fuel prices in one or more of the countries in which we operate, or in one or more countries that provide significant numbers of international air passengers to the countries in which we operate, the effects of a localized price increase may be more significant than a general, worldwide increase in fuel prices. Such fluctuations may result in higher airline ticket prices and in a decrease in demand for air travel generally, both of which could have an adverse effect on our revenues and results of operations. Extended interruptions or disruptions at the airports where we operate due to natural disasters, severe weather conditions or other adverse incidents, could affect our business and results of operations. A significant extended disruption in service could have a material adverse impact on our business, financial condition and results of operations. Our operations could be impacted by flight cancellations and airport closures caused by weather and natural disasters. Severe weather conditions, particularly heavy snowfall, hurricanes, tornadoes, volcanic activity, earthquakes and tsunamis, can significantly disrupt service, cause cancellation of flights and negatively affect passenger traffic at airports, which may result in decreased revenues and increased costs. The disaster recovery and business continuity plans we have in place may be inadequate in the event of a major disaster or similar event. We may incur substantial expenses as a result of the limited nature of our disaster recovery and business continuity plans, which could have a material adverse effect on our business. Competition from other destinations could adversely affect our business. The principal factor affecting our business is the number of passengers that use our airports. Our passenger traffic volume may be adversely affected by the attractiveness, affordability, and accessibility of competing destinations as well as by the level of business activity in each destination or the likelihood of airlines using any of those destinations as a hub or base for their operations. If the number of passengers using our airports is negatively impacted by competing airports and hubs in the geographic regions in which we operate, such development could have an adverse effect on our business, financial condition or results of operations. We are subject to the risk of union disputes and work stoppages at our locations, which could have a material adverse effect on our business. Some of our employees are members of labor unions. For example, as of December 31, 2025, approximately 34.3% of our employees in Italy were members of labor unions and in Argentina 62.4% of our total workforce is represented by labor unions (Asociación de Personal Aeronautico – APA and Union de Personal Civil de la Nación – UPCN), among this group, 82.7% are union members / affiliates, representing 51.6% of our workforce. Negotiating labor contracts, either for new locations or to replace expiring contracts, is time consuming or may not be accomplished on a timely basis. In addition, we negotiate some of our collective bargaining agreements on an annual basis. If we are unable to satisfactorily negotiate those labor contracts with the labor unions on terms acceptable to us or without a strike or work stoppage, the effects on our business could be materially adverse. Any strike or work stoppage could disrupt our business, adversely affecting our results of operations and our public image could be materially adversely affected by such labor disputes. In addition, existing labor contracts may not prevent a strike or work stoppage, and any such work stoppage could have a material adverse effect on our business. 13 Table of Contents The operations of our airports may be adversely affected by actions or inactions of third parties that are beyond our control. Our airports depend on various services provided by governments and third parties who render services to passengers and airlines, such as meteorology, air traffic control, security, electricity, and immigration and customs services. In addition, we rely on third-party providers for certain complementary services such as baggage handling, ramp services, fuel services, catering and aircraft maintenance and repair. Although we implement security measures at some of our airports, the actual management or operation of security, is overseen by government agencies or third parties that we do not control. Any adverse situation related to such services, such as labor strikes or other similar events, could lead to flight cancellation and reduce passenger traffic at our airports. This may ultimately result in decreased revenues and adversely affect our business, financial condition, or results of operations. The loss of one or more of our aeronautical customers or the interruption of their operations could result in a loss of a significant amount of our passenger traffic. None of our agreements with aeronautical customers require them to provide service at our airports. If any of our aeronautical customers were to reduce their use of our airports or operations due to reasons such as, merger, bankruptcy, or due to regulatory restrictions or the impact of any disease outbreak, or impacts of the Russia and Ukraine war or the Israel-Hamas conflict, among other factors, the remaining airlines may not increase their flight frequency to replace the flights that our aeronautical customers could no longer operate. Our business, revenue, and ability to recover receivables, could be adversely affected if we are unable to replace the business lost from our main aeronautical customers. Our main aeronautical customers are Aerolíneas Argentinas Group and LATAM Group. In 2025 LATAM Group and Aerolíneas Argentinas Group accounted for 14.2% and 13.0% of our consolidated aeronautical revenue, respectively. LATAM Group filed for Chapter 11 bankruptcy protection in May 2020 as a result of the COVID-19 pandemic and emerged from bankruptcy in November 2022. More recently, certain of our other aeronautical customers have filed for bankruptcy protection, such as Spirit Airlines (filed in August 2025), Gol Linhas Aéreas (filed in 2024 and emerged from bankruptcy protection in 2025), and Azul S.A. (filed in May 2025 and emerged from bankruptcy protection in February 2026). Our significant concentration of aeronautical customers may expose us to a material adverse effect if one or more of our large aeronautical customers were to significantly suspend or interrupt their payments to us for any reason, such as insolvency or bankruptcy. Furthermore, any delays in payment or non-payment from a major aeronautical customer could materially and adversely affect the results of our operations. An aircraft accident or other material factors beyond our control, such as disasters, climate-related catastrophes, among others, may affect the operation of our runways. Runways may require unscheduled repair, renovation or reconstruction due to natural disasters, climate-related events, aircraft accidents and other factors beyond our control. The closure of any runway for a significant period of time could have a material adverse effect on the passenger numbers at our airports, leading to a material adverse effect on our operations and financial results. Ongoing and proposed construction, renovation or repair work at our airports could have a negative impact on our revenues. Ongoing construction, renovation and/or repair work at our airports may potentially affect the passenger experience, which may ultimately adversely affect our commercial revenues. Additionally, future construction, renovations, or repairs, could adversely impact our business, financial condition or results of operations. We are exposed to certain risks in connection with the use of certain spaces by sub concessionaires at our airports. We are exposed to risks related to the spaces sub concessioned to third parties, such as non-payment of certain fees and lease arrangements by sub concessionaires or a weakening demand for the use of the spaces allocated to sub concessionaires. Many of our sub concessionaires’ locations are situated beyond the security checkpoints at airports and depend on customers spending a significant amount of time in the terminal. Changes in customers’ travel habits prior to departure, such as an increased use of airline business and first-class lounges, or an increase in the efficiency of ticketing, transportation safety procedures and air traffic control systems could reduce the amount of time that customers spend at such locations, which could materially reduce the revenue they are able to generate and which, in turn, could reduce the amount of fees and rent we can collect from our sub concessionaires. Any material reduction in these payments could adversely affect our business, results of operations and financial condition. 14 Table of Contents Our insurance policies may not provide sufficient coverage against all liabilities. We are required to maintain insurance under all our concession agreements, and we seek to ensure all risks for which insurance coverage is available on commercially reasonable terms. However, we cannot guarantee that our insurance policies will cover all our liabilities in the event of an accident, natural disaster, terrorist attack or other incident. The insurance market for airport liability coverage generally and for airport construction in particular, is limited and a change in the coverage policy by the insurance companies involved could reduce our ability to obtain and maintain adequate or cost-effective coverage. For example, insurance alternatives in Armenia are limited, therefore, we could incur higher costs in obtaining insurance policies as required under the concession. Additionally, we do not currently carry business interruption insurance or property insurance against terrorism and related risks for some of our airports. Consequently, any substantial interruption of our business or terrorist attacks could have a material adverse effect in our results of operations and our financial condition. We are exposed to liability to third parties for injuries or damages. We are required to ensure public safety and to reduce the risk of accidents at our airports. This includes implementing measures, such as hiring private security services, maintaining our airports’ infrastructure and fire safety in public spaces, and providing emergency medical services. These obligations could expose us to liability to third parties for personal injury or property damage and, to the extent that such liabilities are not adequately covered by insurance, could adversely affect our financial condition and results of operations. Most of our operations are located in emerging markets. Our existing concessions are mostly in countries with emerging economies. Most of our operations are located in emerging markets and investments in developing economies generally involve investment risks. These risks include political, social, and economic events, any of which could impact our operations or the market value of our common shares and have a material adverse effect on our business, financial condition, and results of operations. These risks and instability are caused by many different factors, including the following: ● adverse external economic conditions; ● inconsistent fiscal and monetary policies (including currency devaluation); ● dependence on external financing; ● changes in governmental economic and tax policies and regulations; ● high levels of inflation; ● fluctuations in currency values; ● high interest rates; ● wage increases and price controls; ● limitations on imports; ● exchange rate and capital controls; ● political and social tensions; ● fluctuations in central bank reserves; and ● trade barriers. Emerging markets have historically experienced uneven periods of economic growth, as well as recessions, periods of high inflation and economic instability. Adverse economic conditions in any of these countries could have a material adverse effect on our business, financial condition, and results of operations. 15 Table of Contents Some of the countries in which we operate have experienced, or are currently experiencing, high inflation rates. Governments of these countries often respond with tight monetary policies and high interest rates, thereby restricting the availability of credit and retarding economic growth. Inflation, measures to combat inflation and public speculation about possible additional actions have also contributed significantly to economic uncertainty in many of these countries and to heightened volatility in their securities markets. Periods of higher inflation may also slow the growth rate of local economies. Additionally, inflation is likely to increase some of our costs and expenses, which we may not be able to pass on to our customers and which could adversely affect our operating margins and operating income in some of the emerging markets in which we operate. Depreciation or fluctuation of the currencies of the countries where we operate could adversely affect our results of operations and financial condition. Many of the countries where we operate have experienced volatility in the exchange rate of their currency against the U.S. dollar. Because we present our financial statements in U.S. dollars, this volatility may reduce the revenues we report or increase the expenses we report in any given period. These effects may in turn have an adverse effect on the market performance of our common shares. In addition, given a substantial amount of dollar-denominated indebtedness, exchange rate fluctuations may result in higher debt service costs. Finally, when we receive revenues in a currency different from that in which we pay expenses, currency volatility may affect the profitability of our operations. We are subject to various environmental laws, regulations and authorizations that affect our operations and may expose us to significant costs, liabilities, obligations, or restrictions. We, our sub-concessionaires and our aeronautical customers are subject to various environmental laws, regulations and authorizations governing, among other things, the generation, use, transportation, management and disposal of hazardous materials, the emission and discharge of hazardous materials into the ground, air or water, and human health and safety. Failure to comply with these environmental requirements, including the terms of our concession agreements, could result in our being subject to litigation, fines, or other sanctions. We could also incur significant capital or other compliance costs relating to such requirements. We could also be held liable for contamination, human exposure to hazardous materials or other environmental damage at our airports or otherwise related to our operations. Environmental claims have already been asserted against us, and additional claims may be asserted against us in the future. See “Item 8. Financial Information—Consolidated Statements and Other Financial Information—Legal Proceedings—Argentine Proceedings—Environmental Proceedings.” We are unable to determine our potential liability under these pending or possible future claims and we only have environmental insurance coverage for environmental damages at a limited number of our airports. These environmental requirements, and the enforcement and interpretation thereof, change frequently and have become more stringent over time. Future environmental laws and regulations may impose additional costs in order to bring our airports into, and maintain, compliance. Our costs, liabilities, obligations, and restrictions relating to environmental matters could have a material adverse effect on our business, results of operations and financial condition. We are subject to review by taxing authorities, and an incorrect interpretation by us of tax laws and regulations may have a material adverse effect on us. Taxes payable by companies in many of the countries in which we operate are substantial and include value-added tax, excise duties, profit taxes, payroll related taxes, property taxes, and other taxes. In certain countries in which we operate, such as Brazil or Argentina, the tax system is highly complex and the interpretation of the tax laws and regulations is commonly controversial, leading to disputes which are sometimes subject to prolonged evaluation periods until a final resolution is reached. In addition, there may be changes that result from enactment of additional tax reforms or changes to the manner in which current tax laws are applied that cannot be quantified and there can be no assurance that any such reforms or changes would not have an adverse effect upon our revenues. For instance, most jurisdictions in which we operate have adopted new transfer pricing measures. If tax authorities impose significant additional tax liabilities as a result of transfer pricing adjustments, it could have an adverse effect on us. Over the past few years, tax administrations around the world have put in place a number of initiatives to facilitate communication and information exchange among each other, have become more rigid in exercising any discretion they may have, and have increased their scrutiny of company tax filings. In this regard, the G20 / Organisation for Economic Co-operation and Development (“OECD”) Inclusive Framework has been working on addressing a number of tax challenges such as transparency, exchange of information, coherence, and substance, and to this end has proposed numerous tax law changes under its Base Erosion and Profit Shifting (BEPS) Action Plans. 16 Table of Contents To this end, in December 2021 the OECD released the Pillar Two Model Rules (the Global Anti-Base Erosion Proposal, or “GloBE” rules) for a new global minimum tax framework introducing a minimum tax regime for multinationals. At the EU level, the European Council formally adopted the directive implementing Pillar Two and Member States were obliged to transpose the directive into national laws before 31 December 2023. The EU has also adopted a number of Directives (namely, the Anti-Tax Avoidance Directives, or ATAD), which seek to prevent tax avoidance by companies and to ensure that companies pay appropriate taxes in the markets where profits are effectively made, and business is effectively performed. On December 18, 2024, the Brazilian Congress approved bill No. 3,817, subsequently enacted as Law No. 15,079, which implements Pillar Two rules in the country. The rules were further regulated by Normative Instruction No. 2,228. This law introduced a Qualified Domestic Minimum Top-up Tax (QDMTT), implemented through an additional of Social Contribution on Net Profits (Contribuição Social sobre o Lucro Líquido – CSLL). Although the law does not include the Income Inclusion Rules (IIR) or the Undertaxed Payments Rule (UTPR) methods, it regulates their interaction with the Brazilian QDMTT where a company is subject to such regimes in other jurisdictions. The Brazilian QDMTT rules are largely aligned with the GloBE Rules and are effective for fiscal years starting on or after January 1, 2025. On December 9, 2025, the Parliament of Uruguay approved the introduction of a Pillar 2 QDMTT, also largely in line with the GloBE rules. As in the case referred above, the new measures do not include the IIR or UTPR. In January 2026, the OECD/G20 Inclusive Framework on Base Erosion and Profit Shifting (“Inclusive Framework”) published a comprehensive package of administrative guidance under the GloBE Model Rules, commonly referred to as the “Side-by-Side” or “SbS” Package. This package supplements the existing Pillar Two global minimum tax framework and sets out a coordinated approach intended to support consistent implementation of minimum tax arrangements across participating jurisdictions, reducing compliance burdens and, in certain cases, limit the application of the GloBE rules for eligible multinational enterprise groups. We do not expect these developments to have a material adverse effect on our results of operations, financial condition or liquidity, although actual outcomes may differ from current expectations. While we have taken steps to comply with the evolving tax initiatives of the OECD, the US, and the EU, given the complexity of tax laws, related regulations, and evolving interpretations, including local adoption and legislative implementation by individual jurisdictions required for the above to have legal effect in those jurisdictions, significant uncertainties remain as to the outcome of our efforts. In establishing a provision for income tax expense and filing returns, we must make judgments and interpretations about the application of these inherently complex tax laws that may be interpreted differently by the competent tax authorities and courts. As a result, this could have an adverse effect on us, as the new rules could result in new taxes and/or additional costs for the Company when complying with the new reporting obligations. In addition, in some jurisdictions where we operate, the interpretations of tax laws by the taxing authorities are sometimes unpredictable and frequently involve litigation, introducing further uncertainty and risk to our tax liability. It is also possible that tax authorities in the countries in which we operate will introduce additional revenue raising measures. If the judgment, estimates and assumptions we use in preparing our tax returns are subsequently determined to be incorrect, there could be a material adverse effect on us, which may ultimately affect our revenues. See “Item 8. Financial Information—Consolidated Statements and Other Financial Information—Legal Proceedings” and “Item 8. Financial Information—Consolidated Statements and Other Financial Information—Legal Proceedings—Argentine Proceedings— Tax Proceedings Related to Technical Assistance Agreements.” Any of these events occurring alone or jointly could lead to an increase in our tax burden and have a material adverse effect on our business, financial condition, results of operations and prospects. Our acquisition strategy could involve additional risks that could have an adverse effect on our business, financial condition, and results of operations. We are actively exploring opportunities to acquire or invest in existing or new concessions that will complement or expand our business. These opportunities may involve government-owned entities and private sector companies. Future acquisitions may result in a dilutive issuance of equity securities, an increase in our indebtedness levels, a reduction in existing cash balances, amortization of expenses related to goodwill and other intangible assets or other charges to operations. Additional leverage could require us to allocate cash flow to meet debt service obligations, thus decreasing the funds available for working capital and general business operations. These factors could have an adverse effect on our business, financial condition, results of operations or prospects. 17 Table of Contents Future concessions or acquisitions could involve various risks, such as lower relative operating margins and potential impairment charges for acquired assets due to their performance. The timing of acquisitions and integration costs and the speed at which the economic benefits of integration are realized, may further impact our results. Furthermore, future growth may also place additional demands on our personnel and other resources, including an increased level of responsibility for management. Our ability to manage growth effectively will require ongoing improvements in our operational, management and financial systems and controls and to successfully train, and motivate our employees. If our management is unable to manage this effectively, our business could be adversely affected. Our inability to raise additional financing may limit our operations. We may have limited ability to incur additional financing for some of our concession agreements, which may entail significant implications for investors, among them (i) limiting our ability to meet future investment obligations with respect to the airports we operate under our concession agreements or other capital expenditures required for their operation; and (ii) limiting our flexibility to take advantage of new business opportunities within the markets in which we operate or potential new markets. Any of these conditions may ultimately affect our operations and financial results. Many of our most significant subsidiaries have substantial non-controlling interests owned by third-parties, and any major conflict with minority shareholders may have an adverse effect on our business. We indirectly own 85.0%, and 51.0% of our principal operating subsidiaries in Argentina and Brazil, respectively, AA2000 and Inframerica Concessionária Do Aeroporto De Brasília S.A. (“ICAB”). Likewise, we indirectly own 100% of Corporación América Italia S.p.A. (“CA Italy”) which holds 62.3% of our key Italian operating subsidiary, Toscana Aeroporti S.p.A. (“TA”). As we control these entities, we record all their revenues and expenses and then allocate net income between controlling and non-controlling interest. However, the other shareholders of these entities, including public shareholders, in Italy, may have interests different from ours, and any substantial conflict with minority shareholders may have an adverse effect on our business, financial condition or results of operations. We may have conflicts of interest with ACI Airports S.à r.l., our majority shareholder, and we may not be able to resolve such conflicts on terms favorable to us. We are currently controlled by A.C.I. Airports S.à r.l., a holding company incorporated in Luxembourg (the “Majority Shareholder”). Conflicts of interest may arise between our Majority Shareholder and us in various areas relating to our past and ongoing relationships. Potential conflicts of interest that we have identified include, among others, allocation of business and investment opportunities and/or the acquisition of airport assets outside of our existing corporate structure. The Majority Shareholder may from time to time make strategic decisions that it believes are in the best interest of the entire business, including its ownership interest in our business. These decisions may be different from those that we would have made on our own and may not be aligned with your interests. We may not be able to resolve any potential conflicts and, even if we do, the resolution may be less favorable to us than if we were dealing with an unaffiliated party. We have been advised by Southern Cone Foundation (“SCF”), our ultimate controlling shareholder, that it does not intend to participate in any significant future acquisitions of airport concession assets or airport-related companies, except through us. The U.S. Federal Aviation Administration (“FAA”) or another regulatory agency could downgrade the aviation safety rating of any of the countries in which we operate, which could have a negative impact on passenger traffic. Under the FAA regulations, the aviation safety rating of any of these countries in which we operate could be downgraded. Airlines from affected countries could be prevented from expanding or changing their current operations to and from the United States, except under certain limited circumstances. Additionally, code-sharing arrangements between these airlines and U.S. airlines could be suspended, and operations by such airlines flying to the United States could be subject to increased administrative oversight. Any additional regulatory requirements could result in reduced passenger traffic originating in or destined to the United States by non-U.S. airlines operating at our airports or, in some cases, in an increase in the cost of service, which could result in a decrease in demand for travel. The FAA may downgrade the air safety rating of any of the countries in which we operate in the future. The European Aviation Safety Agency and other regulatory agencies may take similar actions, either independently or in response to any such actions taken by the FAA. Such actions might reduce our revenues and have a negative impact on passenger traffic. 18 Table of Contents We are subject to anti-corruption laws in the jurisdictions in which we operate. We are subject to anti-corruption laws in the jurisdictions in which we operate, such as the U.S. Foreign Corrupt Practices Act, the Argentine Anticorruption Law of 2018 (Law No. 27,401), the Italian Corruption Law of 2012 (Law No. 190), the Brazil Clean Company Act of 2013 (Law No. 12,846), the Uruguayan Anticorruption Law of 1998 (Law No. 17.060) and relevant provisions of the Criminal Code (Law 9.155) and the Armenia Law on the Committee for Preventing Corruption (Law No. HO-96-N). These anti-corruption laws generally prohibit companies and their intermediaries from making improper payments to local and foreign officials for the purpose of obtaining or keeping business and/or other benefits. In 2021, the Ecuadorian Criminal Code was amended to address corporate criminal liability through good governance and compliance programs, incorporating new offenses related to corruption. Additionally, on July 29, 2025, the new law on the prevention, detection, and combating of the crime of money laundering and the financing of other crimes was published. The Brazilian Clean Company Act establishes strict liability for companies in connection with corrupt acts committed by their employees, agents, and intermediaries. As a result, a company may be held liable for such acts regardless of any finding of fault or intent on its part. See “Item 3. Key Information—Risk Factors—Risks Related to Our Other Principal Operations and Other Principal Markets in Which We Operate—Brazil.” Our business model requires ongoing interaction with governmental authorities and agencies, from the initial bidding process for concessions and throughout their entire term. Although we have implemented a compliance program and strive to ensure ongoing compliance with all applicable anti-corruption laws, we cannot guarantee that our employees, agents, or third-party contractors will not engage in conduct that violates our policies or the law, for which we may be held liable. Failure to comply with anti-corruption laws and other regulations governing business with government entities, including local legislation, may expose us to civil penalties, heavy fines, and other remedial or administrative measures. Under Brazilian law, such sanctions may include the compulsory public disclosure of the violation and the penalties imposed, which could amplify reputational damage well beyond the direct financial impact. Any of these outcomes could have a material adverse effect on our business, financial condition, results of operations and prospects. In Brazil, enforcement authorities formally assess the effectiveness of a company’s integrity and compliance program against established regulatory criteria when determining applicable sanctions. Since an effective program can serve as a key mitigating factor, maintaining robust policies and procedures to prevent illegal or improper activities – including corruption involving government entities and public officials – is therefore essential. Increasing scrutiny from stakeholders on ESG matters, including our ESG reporting, exposes us to reputational and other risks. There is an increasing focus from certain investors, customers, employees and other stakeholders concerning ESG matters. If our ESG practices fail to meet regulatory requirements or the evolving expectations and standards of investor, customer, employee or other stakeholders related to responsible corporate citizenship areas including environmental stewardship, support for local communities, board of directors and employee diversity, human capital management, employee health and safety practices, service quality, supply chain management, corporate governance and transparency, our reputation, brand and employee retention may be negatively impacted, and our customers and suppliers may be unwilling to continue to do business with us. As public interest and legislative pressure related to public companies’ ESG practices continues to grow, the related legislative landscape in the European Union and the United States is evolving accordingly. In the European Union, Directive (EU) 2022/2464 (Corporate Sustainability Reporting Directive or “CSRD”) entered into force on January 5, 2023, establishing enhanced requirements for the disclosure of social and environmental information. However, on February 26, 2025, the European Commission proposed an “Omnibus Bill” to scale back the reach and impact of its sustainability-related reporting requirements and postpone the compliance reporting date by two years. On April 2025, the CSRD, among other sustainability-related regulations, went under revision by the European Parliament and Council with the ‘Stop-the-clock’ Directive, to simplify its requirements. Following a provisional agreement reached on December 9, 2025, as part of the “Omnibus I” simplification package, the scope and reporting mandates of the CSRD were significantly revised to reduce administrative burdens. Under the updated framework, the CSRD primarily applies to large EU undertakings and parent undertakings of large groups exceeding an average of 1,000 employees and a net turnover of €450.0 million. While the directive maintains the ‘double materiality’ principle, requiring companies to report on both financial risks to the undertaking and their impact on people and the environment, the European Sustainability Reporting Standards (ESRS) have been simplified to prioritize quantitative data. Risks Related to Argentina and the AA2000 Concession Agreement 19 Table of Contents The Argentine Government extended the term of the AA2000 Concession Agreement until 2038, subject to our compliance with certain commitments. Failure to comply with these commitments could result in the imposition of fines, termination or revocation of the AA2000 Concession Agreement. The Technical Conditions of the Extension approved by Decree No. 1009/2020 (“Technical Conditions of the Extension”) established the following commitments for AA2000: (i) allocate an amount equal to U.S.$132.0 million (VAT included) as direct investment to complete 2020 and 2021 ongoing works (the “2020/2021 Direct Investment Commitment”); (ii) use its best efforts to obtain the greatest leverage possible, before December 31, 2021, to have an early inflow of up to (a) U.S.$85.0 million in the “Trust Fund for Works of Group A of Airports of the National Airport System” (the “Development Trust”) and (b) U.S.$124.0 million in the “Additional Fund for Substantial Investments in Group A of Airports” (the “Development Trust Leverage Commitment”); (iii) secure, before March 31, 2022, or, provided that there are justified reasons and subject to ORSNA’s approval, before December 2022, a certain level of funds available in an aggregate amount of U.S.$406.5 million (VAT included), which shall be applied to: (a) works considered as direct investment, to be carried out preferably during 2022/2023 (the “2022/2023 Commitment”) and (b) the redemption of preferred shares of the Argentine Government to be performed by AA2000 before March 31, 2022 (the “Redemption of the Preferred Shares Commitment,” and jointly with the 2022/2023 Commitment, the “Availability of Funds Commitment”); and (iv) make direct investments for U.S.$200.0 million (VAT included), between the years 2024 and 2027, at an annual average of U.S.$50.0 million (VAT included), in addition to any direct investment balance carried forward from the 2021/2023 period (the “2024-2027 Commitment”). With respect to the capital expenditures to be performed under the 2022/2023 Commitment and the 2024-2027 Commitment, Resolution No. 60/2021 of ORSNA established that these investments amount to approximately U.S.$500.0 million plus VAT, to be performed in two phases: (i) phase 1, approximately U.S.$336.0 million plus VAT to be performed preferably in 2022 and 2023 (the “Phase 1 Commitment”), and (ii) phase 2, annual investments of approximately U.S.$41.0 million plus VAT between 2024 and 2027, for a total of approximately U.S.$164.0 million plus VAT (the “Phase 2 Commitment”). The financial projections of income and expenses attached to the Technical Conditions of the Extension include the estimated dates on which the referred commitments and capital expenditures would need to be performed. As of the date of this annual report, AA2000 has fully complied with the 2020/2021 Direct Investment Commitment and the Availability of Funds Commitment. Regarding this latter commitment, on May 10, 2022, ORSNA issued Note No. NO-2022-46520010-APN-ORSNA confirming that AA2000 had fulfilled the Availability of Funds Commitment in the amount of U.S.$406.5 million for its application to the Mandatory Capex Program (including the Redemption of the Preferred Shares Commitment performed in March 2022). With respect to the Development Trust Leverage Commitment, in December 2022 and January 2023, AA2000 informed ORSNA that it had complied with its best efforts obligation under this commitment. On May 22, 2023, in response to the filing made by AA2000, ORSNA acknowledged the best efforts performed by AA2000 in compliance with the Development Trust Leverage Commitment and requested AA2000’s collaboration so that, if ORSNA deems it appropriate and the financial landscape improves, other financing options for the Development Trust may be sought. In light of this, on May 23, 2023, AA2000 expressed its agreement to fully collaborate with ORSNA to that end. 20 Table of Contents Regarding the Phase 1 Commitment, AA2000 completed the infrastructure works under the terms provided by the Technical Conditions of the Extension and Resolution No. 60/2021, while it is currently executing the Phase 2 Commitment. In February and November 2024, AA2000 informed ORSNA about the status of the Phase 1 Commitment. In the filing made in November 2024, AA2000 informed ORSNA of the investments performed as of December 31, 2023, and May 31, 2024 (including accounting certifications to support the information submitted by AA2000). Between January 1, 2022, and December 31, 2023, investments for an amount of U.S.$363.0 million have been completed (including the Redemption of the Preferred Shares Commitment). Between January 1, 2022 and May 31, 2024, the aggregate amount of investments performed under this commitment amounts to U.S.$407.1 million (VAT included). With respect to the Phase 2 Commitment, AA2000 executed works for U.S.$52.0 million (VAT included) in 2024, which were completed in 2025 for an additional U.S.$52.8 million (VAT included). As of December 31, 2025, the aggregate amount of investments performed in relation with Phase 2 Commitment was U.S.$106 million which surpasses the required commitment amount under this phase. In May and December 2025, AA2000 informed ORSNA about the status of the Phase 2 Commitment. As of the date of this annual report, ORSNA has not issued a response to the filings made by AA2000. Furthermore, pursuant to the Technical Conditions of the Extension, the capital expenditure requirements for the remaining years of the concession will be determined at ORSNA’s discretion. As a result, AA2000 may be required to undertake investments higher than currently expected, which could adversely affect our cash flows, financial condition and ability to plan and allocate capital. There can be no assurance that the investment levels ultimately determined by ORSNA will be consistent with our financial projections or that we will be able to obtain financing for such investments on favorable terms or at all. For further information on the investment commitments under the AA2000 Concession Agreement, see “Item 4. Information On The Company—B. Business Overview—Regulatory and Concessions Framework—Argentina—The AA2000 Concession Agreement—Investment Commitments.” In addition, ORSNA has in the past required AA2000 to provide performance guarantees covering the full amount of its investment commitments, in addition to the annual guarantee equal to 50% of each year’s investment plan required under the AA2000 Concession Agreement. There can be no assurance that ORSNA will not impose similar requirements in connection with future investment obligations (including for the 2028-2038 period, the amounts of which have not yet been determined). Any such requirement could result in significant additional costs related to surety bond premiums or bank guarantees, reduce our available credit lines and adversely affect our liquidity and financial condition. For further information on the performance guarantees, see “Item 4. Information On The Company—B. Business Overview—Regulatory and Concessions Framework—Argentina—The AA2000 Concession Agreement—Performance Guarantee and Guarantee for the Performance of the Works Foreseen in the AA2000 Concession Agreement.” As of the date of this annual report, AA2000 has substantially complied with the commitments under the Technical Conditions of the Extension. However, failure to fully comply with the pending commitments (in particular, the Phase 2 Commitment) could result in the imposition of fines or the termination or revocation of the AA2000 Concession Agreement. In turn, the regulator could condition, restrict or otherwise subject the distribution of dividends of AA2000 to the fulfillment of outstanding investment commitments. Termination of the AA2000 Concession Agreement would constitute a default under the Argentine Notes Series 2017, the Argentine Notes Series 2020, the Argentine Notes Series 2021, and New Money 2021 Notes (as defined herein). For further information on the repayment, see “Item 5. Operating and Financial review and Prospects—Liquidity and Capital Resources—Indebtedness.” Pursuant to the AA2000 Concession Agreement, since February 2018, the Argentine Government may buy out our concession, which would materially affect our revenues and operations. Pursuant to the AA2000 Concession Agreement, since February 13, 2018, the Argentine Government has the right to “buy-out” (“rescatar”) the AA2000 Concession Agreement for public interest reasons and upon prior notification to us. In the event that the Argentine Government were to exercise this option, it would be required to indemnify us in an amount equal to the value of the non-amortized aeronautical investments we have made as of the time of the buy-out, multiplied by 1.10, plus the value of all other investments we have made and which have not been amortized. The Argentine Government would not be required to indemnify us for investments that were not included in our investment plan or that were not approved by ORSNA. The Argentine Government would also not be required to indemnify us for lost revenue or lost profits. The Argentine Government would be required to assume in full any debts incurred by us to acquire goods or services for purposes of providing airport services, except for debts incurred in connection with the investment plan for which we would be compensated as part of the payment made to us by the Argentine Government. Furthermore, the buy-out of the AA2000 Concession Agreement would constitute an event of default under our Argentine Notes Series 2017, Argentine Notes Series 2020, Argentine Notes Series 2021 and the New Money 2021 Notes, As of December 31, 2025, the principal amount outstanding under the Argentine Notes Series 2017, the Argentine Notes Series 2020, the Argentine Notes Series 2021, and the New Money 2021 Notes is U.S.$6.3 million, U.S.$22.6 million, U.S.$272.9 million, and U.S.$51.0 million, respectively. The Argentine Government’s indemnification obligations in combination with the collateral structure under the notes may not be adequate to repay the holders of such notes. For further information on the repayment, see “Item 5. Operating and Financial review and Prospects—Liquidity and Capital Resources—Indebtedness.” 21 Table of Contents For the years ended December 31, 2025, 2024, and 2023, the revenue derived from our operation of the airports under the AA2000 Concession Agreement represented 54.0%, 56.4% and 45.1%, respectively, of our total consolidated revenue. If the Argentine Government exercises its right to buy-out the AA2000 Concession Agreement, such buy-out would have a material adverse effect on our business, financial condition, and results of operations. The ORSNA may adjust the fees we charge for aeronautical services, the payments we are required to make to the Argentine Government and our investment plan in a way that is detrimental to us or fail to adjust them to restore the AA2000 Concession Agreement’s economic equilibrium. Under the AA2000 Concession Agreement, ORSNA is required to conduct an annual review of AA2000’s financial projections and, if necessary, to re-establish economic equilibrium by adjusting (i) the fees we charge airlines and passengers for aeronautical services, (ii) certain payments we make to the Argentine Government pursuant to the AA2000 Concession Agreement, and/or (iii) our investment obligations. On January 13, 2021, ORSNA, through Resolution No. 4/2021, increased the fees that AA2000 may charge to international passengers from U.S.$51.00 to U.S.$57.00. In December 2021, ORSNA issued Resolution No. 83/2021 approving an increase in the use fee charged to domestic passengers departing from Category I airports, establishing a use fee of AR$614. In December 2022, ORSNA issued Resolution No. 98/2022 approving an increase in the use fee charged to domestic passengers, establishing a use fee of AR$1,100 effective as of January 2023. In November 2023, ORSNA issued Resolution No. 84/2023 by virtue of which a new increase of the use fee charged to domestic passengers was approved, establishing a use fee of AR$2,540 for Category I airports, AR$1,771 for Category II airports and AR$1,551 for Categories III and IV airports, effective as of January 2024. In October 2024, ORSNA issued Resolution No. 29/2024 by virtue of which a new increase of the use fee charged to domestic passengers was approved, establishing a use fee of AR$5,685 for Category I airports, AR$3,963 for Category II airports, AR$3,472 for Categories III and IV airports, effective as November 2024. If ORSNA applies adjustments to the Specific Allocation of Revenues and to the fees we may charge or that we must pay under the AA2000 Concession Agreement in a way that is detrimental to us, or if ORSNA fails to adjust such fees in order to restore the AA2000 Concession Agreement’s economic equilibrium, or if ORSNA seeks to modify our rights under the AA2000 Concession Agreement, any of such actions or failures to act may have a material adverse effect on our business, financial condition and results of operations. If ORSNA does not approve the capital expenditures already made under the AA2000 Concession Agreement, we could be required to make additional capital expenditures, which may affect our cash flows and financial condition. ORSNA reviews our capital expenditures to monitor our compliance with the investment plan under the AA2000 Concession Agreement, and to determine whether such expenditures can be recorded in the registry maintained by ORSNA. If a capital expenditure is approved by ORSNA, it is then entered into its registry. ORSNA only approves investments that are supported by a certificate confirming the completion of the relevant works and does not approve investments made at the start of the works. Accordingly, we may record capital expenditures during a period that has not yet been (and may never be) approved by ORSNA. If ORSNA does not approve our capital expenditures under the investment plan of the AA2000 Concession Agreement, we would be required to make additional capital expenditures. This may require us to obtain additional financing, which we may not be able to obtain on favorable terms or at all. Our capital expenditures for the years ended December 31, 2025, 2024 and 2023 are currently under review by ORSNA. See “Argentina—Our Airports in Argentina—The AA2000 Concession Agreement—Economic Equilibrium.” Recent political developments, in Argentina could affect macroeconomic, regulatory and social conditions in the country. On October 26, 2025, national mid-term legislative elections were held in Argentina. The purpose of the mid-term elections was to renew 127 of the 257 seats in the Chamber of Deputies, the lower house of the Argentine Congress, and 24 of the 72 seats in the Senate, the upper house. President Javier Milei’s party, La Libertad Avanza, obtained approximately 40.7% of the national vote for the Chamber of Deputies and approximately 42.0% for the Senate, while the main opposition party, Fuerza Patria, obtained approximately 31.7% of the national vote for the Chamber of Deputies and approximately 28.4% for the Senate. On the day following the election, Argentine financial markets reacted positively: the peso appreciated against the U.S. dollar, Argentine sovereign bonds rose, and equity indexes recorded significant gains, reflecting improved investor confidence in the continuity of the administration’s policies. 22 Table of Contents However, despite the improvement in market sentiment, there can be no assurance that these conditions will be sustained over time. Political or social opposition to the government’s reform measures, adverse external developments or delays in the implementation of structural policies could reverse these trends and generate volatility in Argentine financial markets, adversely affecting access to international financing, the value of the Argentine peso and the overall stability of the Argentine economy. In addition, the outcome of these elections may lead to changes in government policies that could impact AA2000 businesses. We cannot assure you whether such changes will occur or, if they occur, estimate their timing or potential effects on AA2000’s operations and financial condition. Our operations in Argentina depend on macroeconomic conditions in Argentina. Our business and financial results in Argentina depend to a significant degree on macroeconomic, political, regulatory, and social conditions therein. The Argentine economy has experienced significant volatility in recent decades, characterized by periods of low or negative growth, high levels of inflation and currency devaluation, and may experience further volatility in the future. In the past, Argentina has experienced a period of severe political, economic and social crises, which have caused a significant economic contraction and have led to radical changes in government policies. Among other things, the crises resulted in Argentina defaulting on its sovereign foreign debt obligations, a significant devaluation of the Argentine peso and ensuing inflation, and the introduction of emergency measures that affected many sectors of the economy. Likewise, the decline in international demand for Argentine products, the lack of stability and competitiveness of the Argentine peso against other currencies, the decline in confidence among consumers and foreign and domestic investors, and the higher rate of inflation and future political uncertainties, among other factors, have affected the development of the Argentine economy. In March 2023, continuing with the restructuring of the Argentine Government debt, the Ministry of Economy announced a new exchange of bonds and Treasury bills denominated in Argentine pesos with maturities in the short term, which obtained a 64% support. In June 2023, the renewal of the currency swap between China and Argentina was finalized and a gradual extension to U.S.$10.0 billion was agreed. In July 2023, the Andean Development Corporation (“CAF”) approved a bridge loan to Argentina in the amount of U.S.$1.0 billion to cover the debt until the International Monetary Fund (“IMF”) board approves the refinancing of the program. In August 2023, the government announced that Qatar granted a special drawing rights loan to Argentina for the equivalent of U.S.$770.0 million. In addition, Argentina obtained approval of the fifth and sixth reviews of the agreement signed with the IMF for a U.S.$7.5 billion disbursement. The current administration made a first payment for U.S.$960.0 million to the IMF through a loan granted by the Development Bank of Latin America. In December 2024, the Argentine Central Bank (the “BCRA,” for its acronym in Spanish) announced that it has arranged a Repurchase Agreement (“REPO,” for its Spanish acronym) with five top-tier international banks, for an amount of U.S.$1,000 million. By virtue of the REPO, the BCRA will deliver dollar-denominated notes (“BOPREAL”) to the international banks, which were originally issued by the BCRA in order to regularize the significant level of outstanding commercial debt owed by Argentine importers, that will be repurchased after 28 months, at an interest rate of 8.8%. In June 2025, the BCRA announced the increase by U.S.$2.0 billion of the aggregate amount of the repo transaction with BOPREAL. In January 2025, the Supreme Court of the United States rejected the appeal filed by Argentina in a case related to the Brady bonds and its holdout creditors. Pursuant to this ruling, creditors have been authorized to seize Argentina for U.S.$310.0 million. As of the date of this annual report, no seizure has been made. On January 7, 2026, the BCRA announced that it entered into a new repo with six international banks using part of its holdings of BONARES 2035 and 2038 securities, for the total amount tendered of U.S.$3,000 million, with a final term of 372 days. 23 Table of Contents In addition, as of the date of this annual report, the current administration has made payments to the IMF in accordance with the scheduled maturity calendar and has complied with the targets agreed upon with the organization for quarterly reviews, which include accumulating reserves and significantly reducing the fiscal deficit. The government’s ability to continue achieving the commitments required by the IMF allowed the approval of a new extended fund facility (the “Extended Fund Facility”) with the purpose of refinancing liabilities, including non-transferable treasury bills and amounts outstanding under the existing extended facilities agreement with the IMF. The Extended Fund Facility was ratified by Congress in March 2025 and approved by the IMF Executive Board in April 2025. The facility comprises a comprehensive economic program supported by a 48-month arrangement totaling U.S.$20.0 billion. Key pillars of the Extended Fund Facility include maintaining a strong fiscal anchor, transitioning towards a more robust monetary and foreign exchange regime, with greater exchange rate flexibility in the context of a gradual easing of foreign exchange restrictions, and advancing a broad range of structural reforms to foster a more dynamic, market-oriented economy. If the current administration continues to achieve the macroeconomic goals contemplated by the Ministry of Economy, Argentina and Argentine companies may have more opportunities to obtain financing in international markets. However, there can be no assurance that these conditions will be sustained over time. Political or social opposition to the government’s reform measures, adverse external developments or delays in the implementation of structural policies could reverse these trends and generate volatility in Argentine financial markets, adversely affecting access to international financing, which would impact on the ability of Argentine companies, such as AA2000, to access international capital markets in the coming years. In 2025, the United States Department of the Treasury supported Argentina’s efforts to stabilize its macroeconomic variables through the implementation of a foreign exchange stabilization arrangement (“acuerdo de estabilización cambiaria”), pursuant to which the United States Department of the Treasury conducted direct purchases of Argentine pesos in the local market and a currency swap line of up to U.S.$20.0 billion was established with the BCRA. In December 2025, the BCRA cancelled the transactions carried out during the fourth quarter of 2025. These measures provided short-term liquidity and enabled the Ministry of Economy to continue implementing its economic program. Moreover, on February 5, 2026, Argentina and the United States signed a Reciprocal Trade and Investment Agreement that reduces tariff and non-tariff barriers, establishes rules to facilitate trade and investment, and establishes regulatory commitments in areas such as technical standards, intellectual property, digital trade, labor, and the environment. In terms of tariffs, the United States agreed to eliminate tariffs on 1,675 Argentine products and announced an expansion of the beef quota to 100,000 tons in 2026, while Argentina agreed to eliminate tariffs for 221 positions, reduce another 20 to 2% and withdraw import licenses and consular formalities for United States goods. The agreement also contemplates that Argentina recognizes United States or international certifications and standards without additional evaluations, strengthens intellectual property, and facilitates digital commerce (data transfers and electronic signatures), with entry into force subject to local legislative approval. In strategic sectors, Argentina committed to prioritizing the United States in critical minerals (lithium, copper, etc.) and to expediting projects through the RIGI (régimen de incentivos para grandes inversiones). Notwithstanding the foregoing, there can be no assurance that, in the future, the United States Department of the Treasury will maintain and implement this policy or renew or implement a foreign exchange stabilization or liquidity support arrangement similar to that implemented in 2025. The aeronautical policy reforms proposed by the current administration may affect our business and the results of operations. Several regulatory changes to the Argentinean aeronautical policy have been approved since the current administration took office. The goal of these regulations is to improve infrastructure efficiency and promote an impartial, non-discriminatory, and transparent allocation of resources. Key principles include free market access through expedited administrative procedures, fair competition between air operators and airport operators, tariff deregulation, commercial freedom in pricing, route and frequency setting, minimal government intervention, incentives for new routes and operators, and equitable access to airport services. In line with these principles, the Argentine Government approved, among other measures, the deregulation of ramp services. Therefore, those services shall no longer be exclusively provided by Intercargo as established in the concession agreement entered into between Intercargo and the Argentine Government. In addition, by means of Resolution No. 1067/2025 of the Ministry of Economy, the current administration launched the privatization process of Intercargo, which includes a tender for 100% of its capital stock, subject to administrative approvals and a competitive process, which is currently ongoing. Also in line with the principles detailed above, by means of Decree No. 873/2024, the Argentine Government established that Aerolíneas Argentinas was “subject to privatization,” which requires legislative approval for its implementation that is currently pending. 24 Table of Contents As of the date of this annual report, the outcome of the privatization processes of Intercargo and Aerolíneas Argentinas S.A. is uncertain and, therefore, we cannot determine the impact of these processes in AA2000’s business and operations. In case any further regulation or the outcome of the referred privatization processes adversely affects AA2000’s rights under the Technical Conditions of the Extension, AA2000 may be required to take relevant measures to mitigate any negative effects on such concession. Additionally, as part of the government’s aviation liberalization efforts, the Argentine Government issued Decree No. 599/2024 establishing an “open skies policy” that seeks to increase competition and connectivity in the aviation market. This decree allows free market access for new operators through streamlined administrative procedures, deregulates domestic air fares, permits airlines to determine their own routes and frequencies, and authorizes eighth- and ninth-freedom flights under reciprocity conditions. Regarding the details of the new regulations and the privatization processes of Intercargo and Aerolineas Argentinas S.A., please see “Item 4. Information On The Company—Business Overview—Regulatory and Concessions Framework—Argentina—Aeronautical Policy.” Current Argentine exchange controls and the implementation of further exchange controls could adversely affect our results of operations. The prior administration and the BCRA implemented certain measures that control and restrict the ability of companies and individuals to access the foreign exchange market. 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 non-resident shareholders; (ii) restricting the acquisition of any foreign currency to be held as cash in Argentina; (iii) requiring exporters to repatriate all the proceeds of their exports of goods and services and to settle them in pesos, in the local exchange market; (iv) limitations on the transfer of securities into and from Argentina; (v) restrictions on the payment of imports of goods and services; (see “—AA2000’s foreign financial indebtedness and debt denominated in foreign currency with access to the foreign exchange market could be affected by the mandatory refinancing regime enacted by the BCRA”); and (vi) the implementation of taxes on certain transactions involving the acquisition of foreign currency (the so called “PAIS Tax”). On November 24, 2024, the Argentine tax authority (ARCA) issued General Resolution No. 5604/2024 to remove advance tax payments on foreign currency purchases (PAIS tax) for imports on or after November 25, 2024. Although the current administration stated its intention to deregulate the economy and allow the free flow of foreign currency, exchange controls on the inflow and outflow of foreign currency funds are still in force, until the level of reserves of the BCRA is stabilized. In line with the restrictions in force during the prior administration, the BCRA’s regulations establish limitations on the flow of foreign currency into and out of the foreign exchange market (the “MLC,” for its Spanish acronym). As of the date of this annual report, subject to certain requirements, the BCRA regulations grant access to the MLC to repay principal or interest (at maturity) on foreign financial indebtedness as well as new commercial debt corresponding to imports of goods and services incurred from December 13, 2023, provided that advance payments are subject to BCRA’s prior clearance, unless certain exceptions are met. In turn, the stock of commercial debt prior to December 13, 2023 corresponding to imports of goods and services is subject to BCRA’s prior clearance, unless certain exceptions are met. Similarly, the BCRA designed a scheme of issuance of dollar-denominated notes with the intention to regularize the significant level of outstanding commercial debt owed by Argentine importers (which as of January 24, 2024 amounted to U.S.$42.6 billion). On January 31, 2024, the allocation of BOPREAL Series 1 was completed, reaching the maximum available amount for this series of U.S.$5.0 billion. AA2000 had subscribed, on primary offering, an aggregate amount of U.S.$1.1 million of BOPREAL Series 1. Additionally, on February 22, 2024, the allocation of BOPREAL Series 2 was also completed, reaching the maximum amount of U.S.$2.0 billion offered under this Series. At the same time, on May 23, 2024, the allocation of BOPREAL Series 3 was completed, reaching the maximum amount offered under this series of U.S.$3.0 billion. Finally, on July 16, 2025, the allocation of BOPREAL Series 4 was completed, reaching an amount of U.S.$845 million. In addition, the BCRA continues easing the access to the MLC for the payment of imports of goods and services, as well as gradually lifting certain foreign exchange restrictions. In this line, since December 23, 2024, the PAIS Tax ceased to be in effect, as a result of the government’s decision not to extend its term. Moreover, payment of dividends to non-resident shareholders corresponding to distributable profits arising from audited annual financial statements for years beginning on or after January 1, 2025 is allowed to the extent the general requirements are complied with and certain conditions are met. See “Item 5. Operating and Financial Review and Prospects—Liquidity and Capital Resources—Argentina Foreign Exchange Regulation—Transfer of Funds Abroad for Payment of Dividends.” 25 Table of Contents Although the government announced its intention and has partially lifted the foreign exchange restrictions (mainly with respect to those applicable to resident individuals), there can be no assurance that these measures will endure over time, which would depend on meeting certain macroeconomic conditions. In addition, there can be no assurance that in a scenario of lack of reserves the BCRA or other government agencies will revert the government’s intention and not increase such controls or restrictions, make modifications to these regulations, impose mandatory refinancing plans related to our indebtedness payable in foreign currency (as established in the past), establish more severe restrictions on currency exchange, or maintain the current foreign exchange regime or create multiple exchange rates for different types of transactions, substantially modifying the applicable exchange rate at which we acquire currency to service our outstanding liabilities denominated in currencies other than the Peso, all of which could affect our ability to comply with our financial obligations when due, raise capital, refinance our debt at maturity, obtain financing, execute our capital expenditure plans, and/or undermine our ability to pay dividends to foreign shareholders. Consequently, these exchange controls and restrictions could materially adversely affect the Argentine economy and our business, financial condition and results of operations. Government measures, as well as pressure from labor unions, could require salary increases or additional employee benefits, all of which could increase companies’ operating costs. Most industrial and commercial activities in Argentina are regulated by specific collective bargaining agreements that group together companies according to industry sectors and trade unions. Argentine employers, both in the public and private sectors, have experienced significant pressure from their employees and labor organizations to increase wages and to provide additional employee benefits. Due to the high levels of inflation, employees and labor organizations are demanding wage increases. In the past, the Argentine Government enacted laws, regulations and decrees requiring companies in the private sector to maintain minimum wage levels and to provide specified benefits to employees. Pursuant to Resolution No. 9/2025 of the National Council for Employment, Productivity and the Minimum Adjustable Wage, issued on December 3, 2025, the adjustable minimum wage was increased as follows: (i) in November, 2025, to AR$328,400; (ii) in December 2025, to AR$334,800 (iii) in January 2026, AR$341,000; (iv) in February 2026, to AR$346,800; (v) in March 2026, to AR$352,400; (vi) in April 2026, to AR$357,800; (vii) in May 2026, to AR$363,000; (viii) in June 2026, to AR$367,800; (ix) in July 2026, to AR$372,400; and (x) in August 2026, to AR$376,600 (minimum amount to be maintained until a new update is approved). In addition, on January 18, 2026, the Executive Branch convened extraordinary sessions of Congress from February 2 to 27, 2026 to consider its legislative agenda, including labor law reform and a new juvenile criminal regime, among other initiatives. On February 12, 2026, the labor reform was partially approved by the Senate, and on February 19, 2026, approval by the Chamber of Deputies. However, in the debate carried out at the Chamber of Deputies, it was decided to eliminate one of its articles (referring to salary reductions during sick leave), so the aforementioned rule was returned to the Senate for review and final vote. On February 27, 2026, following nearly 12 hours of debate, the Senate approved the modifications introduced by the Chamber of Deputies and converted the labor modernization law into law, with 42 votes in favor, 28 against, and two abstentions. On March 6, 2026, the Executive Branch formally promulgated the labor modernization law as Law No. 27,802 through Decree No. 137/2026, which became effective on that same day. Labor unions opposed the reform through strikes and protests prior to its passage, and ongoing opposition to these reforms could still affect AA2000’s business and results of operations. In the future, the Argentine Government could take new measures requiring salary increases or additional employee benefits, and the labor force and labor unions may demand employers to implement those measures. Increases in wages or employee benefits could result in added costs and adversely affect our results of operations in Argentina. Increased public expenditures could result in long-lasting adverse consequences for the Argentine economy. Until 2023, Argentina substantially increased public expenditures. In November 2023, public sector expenditures increased by 113.1% as compared to November 2022, the Argentine Government reported a primary fiscal deficit of 2.9% of the gross domestic product (“GDP”), according to the Argentine Ministry of Treasury. However, the current administration has substantially reduced national public sector spending, recording primary fiscal and financial surpluses in 2025, reaching an amount of AR$11,768 billion of primary surplus and AR$1,454 billion of financial surplus during 2025, but there is still uncertainty regarding the government’s ability to sustain these policies in the long term. 26 Table of Contents Although the current administration was able to implement sharp cuts in public expenditures and public debt, there are no assurances that it would be able to sustain these policies in the long term. In this line, we cannot assure that the government will not face resistance from Congress and be able to continue implementing its plans and reforms. Future fiscal deficits could negatively affect the Argentine Government’s ability to access the long-term financial markets and could, in turn, result in more limited access to such markets by Argentine companies, including us. The Argentine economy could be adversely affected by economic developments in other global markets and by more general “contagion” effects. Argentina’s economy is vulnerable to external shocks that could be caused by adverse developments affecting its principal trading partners. A significant decline in the economic growth of any of Argentina’s major trading partners (including Brazil, the European Union, China, and the United States) could have a material adverse impact on Argentina’s balance of trade and adversely affect Argentina’s economic growth. The Argentine economy continues to be vulnerable to external shocks that may be generated by adverse events in the region or globally. In this line, extraordinary geopolitical developments in Latin America, such as the recent developments in Venezuela, could lead to volatility in Latin American debt and currency markets, including Argentina. Changes in social, political, regulatory, or economic conditions in Argentina’s principal trading partners or in foreign trade laws or policies may generate uncertainty in international markets and have a negative effect on standalone economies, including the Argentine economy, which may, in turn, have a negative impact on our operations. Global economic conditions may also result in depreciation of regional currencies and exchange rates, including the Argentine peso, which would likely also cause volatility in Argentina. The effect of global economic conditions on Argentina could reduce exports and foreign direct investment, resulting in a decline in tax revenues and a restriction on access to the international capital markets, which could, adversely affect our business, financial condition, and results of operations. A new global economic and/or financial crisis or the effects of deterioration in the current international context, could affect the Argentine economy and, consequently, our results of operations and financial condition. In addition, recent geopolitical and trade developments may amplify these risks. Heightened U.S.–China trade tensions, evolving tariff regimes, prolonged military conflicts and disruptions to key shipping routes, and tighter global financial conditions may increase risk aversion toward emerging markets, drive commodity and energy price volatility, and strengthen the U.S. dollar, each of which could adversely impact Argentina’s access to capital, exchange rate stability, inflation dynamics, and external accounts. Furthermore, extraordinary events in Latin America could intensify regional “contagion.” For example, recent developments in Venezuela may contribute to volatility in Latin American sovereign and corporate securities and in energy markets. Even absent direct commercial ties, these developments could adversely affect Argentina’s macroeconomic conditions and, consequently, our business, financial condition, and results of operations. See “―The Argentine economy could be adversely affected by economic developments in other global markets and by more general “contagion” effects.” Significant fluctuation in the value of the Argentine peso may adversely affect the Argentine economy as well as our financial condition and results of operations. The Argentine peso has suffered and may continue to suffer devaluation against the U.S. dollar. Despite the positive effects of the decline of the Argentine peso on the competitiveness of certain sectors of the Argentine economy, it can also have far-reaching negative impacts on the Argentine economy and on businesses and individuals’ financial condition. Among its first measures, the current administration implemented a devaluation of the peso against the U.S. dollar of around 54% approximately (from AR$385 per U.S.$1.00 as of December 7, 2023 to AR$808.45 per U.S.$1.00, as of December 31, 2023) aiming to reduce the significant gap between the official exchange rate and the implicit exchange rate applicable to the blue-chip swap transactions (the alternative mechanism to outflow foreign currency abroad) which by the time the current administration took office was around 157.6% and was reduced to 41.7% as of December 31, 2024. Having stabilized the exchange rate gap and seeking to reduce the devaluation of the peso against the U.S. dollar, during 2025, the current administration implemented, among other measures, a system of “exchange bands,” with an initial range of AR$1,000 to AR$1,400. Within this margin, the exchange rate will fluctuate freely, without the intervention of the BCRA. In addition, it was established that both the floor and ceiling of the band will be adjusted monthly, according to the inflation rate with a two-month delay. As a result of these measures, during the year ended December 31, 2025, the peso suffered a devaluation against the U.S. dollar of approximately 36.8% (from AR$1,032.5 per U.S.$1.00 as of January 2, 2025 to AR$1,455 per U.S.$1.00, as of December 31, 2025). 27 Table of Contents Since January 1, 2026, the BCRA operates under a revised regime that updates the limits of the exchange-rate band monthly by the latest available domestic inflation and, critically, has launched a pre-announced program to accumulate international reserves in line with remonetization of the economy. Under this program, the BCRA targets base-case net purchases of about U.S.$10 billion in 2026—potentially rising to U.S.$17 billion if money demand increases—subject to balance-of-payments flows and without relying on sustained sterilization, while managing liquidity through open-market operations and REPOs. Daily purchases are calibrated to market depth, with a reference cap of roughly 5% of that day’s foreign-exchange turnover and the option to use off-screen block trades to avoid disrupting market functioning. In execution, the BCRA has combined on-market and block purchases and has complemented spot accumulation with the sale of dollar-linked instruments and futures to provide private hedging while containing spot volatility. In parallel, the BCRA has supplemented reserve liquidity through a U.S.$3.0 billion repo with international banks as well as through the IMF Extended Fund Facility, strengthening its balance sheet during the transition. This framework is explicitly tied to money-demand dynamics and is intended to allow for reserve accumulation while maintaining exchange-market stability within the inflation-indexed bands. Notwithstanding the aforementioned, a significant increase in the value of the peso against the U.S. dollar also presents risks to the Argentine economy. If the peso continues to depreciate, the negative effects on the Argentine economy related to such depreciation could resurface, which could result in a material adverse effect on our financial condition and results of operations due to our financial commitments in U.S. dollars. A significant real appreciation of the peso would adversely affect exports, which could have a negative effect on GDP growth and employment, as well as reduce Argentine public sector revenues by reducing tax collection in real terms, given its high dependence on taxes and exports. In addition, a significant further depreciation of the peso against the U.S. dollar could have an adverse effect on the ability of Argentine companies to make timely payments on their debts denominated in or indexed or otherwise connected to a foreign currency, could generate very high inflation rates, reduce real salaries significantly, and have an adverse effect on companies focused on the domestic market, such as public utilities and the financial industry. Such potential depreciation could also adversely affect the Argentine Government’s capacity to honor its foreign debt, which could affect AA2000’s capacity to meet obligations denominated in a foreign currency, and which, in turn, could have an adverse effect on our financial condition and results of operations. International and regional passenger use fees are denominated in U.S. dollars and are payable in both U.S. dollars and Argentine pesos. Currency exchange rate volatility directly affects the conversion of U.S. dollars into Argentine pesos. Any appreciation in the value of the Argentine peso against the U.S. dollar may reduce our cash flows. Conversely, any depreciation in the value of the Argentine peso against the U.S. dollar may increase our cash flows. The overall increase in the cost of international travel as a result of fluctuations in currency exchange rates could potentially lead to decreased passenger traffic volume due to increases in travel costs. A large decrease in the value of a particular foreign currency relative to the value of the Argentine peso or the U.S. dollar, as applicable, could have an adverse effect on the number of international air passengers originating from nations that use such devalued currency. Continuing high inflation may impact the Argentine economy and adversely affect our results of operations. Inflation has materially undermined, and in the future may continue to undermine, the Argentine economy and the Argentine Government’s ability to foster conditions that would permit stable economic growth. In recent years, Argentina has confronted inflationary pressures, evidenced by a significant increase in fuel, energy, and food prices, among other factors. According to the most recent publicly available information, the inflation rate was 117.8% in 2024 and 31.5% in 2025. Although the current administration has implemented various monetary policies that have considerable reduced the inflation rate as of December 31, 2025, the economy still qualified as hyperinflationary from an international accounting perspective. Throughout history, the Argentine Government has implemented, through the Ministry of Economy and the BCRA, several measures to deaccelerate inflation and control the devaluation of the Argentine peso against the U.S. dollar. These measures included, among others: (i) restrictions on the access of individuals and entities to the MLC; (ii) taxation of certain operations which imply acquisition of foreign currency (the PAIS tax); (iii) negotiations with creditors in order to restructure the Argentine external debt; and (iv) price freezes on hundreds of products. Nevertheless, the Argentine economy continued to experience high levels of inflation. The PAIS tax on foreign currency purchases was eliminated by the General Resolution 5604/2024 in relation to imports carried out starting November 25, 2024. 28 Table of Contents In order to manage inflation, the current administration has eliminated price controls implemented by the prior administration, to allow prices in the economy to be determined by supply and demand. However, the foreign exchange controls remain in place until the BCRA’s level of reserves is stabilized. In addition, certain prices, such as public transportation and public services tariffs, are being subject to progressive deregulation, to ease transition and prevent social turmoil. Although inflation has declined from previous years, it is not possible to ensure that the government will be able to bring it down to single digits or maintain the prior declines. If inflation is not controlled, high inflation could undermine Argentina’s foreign competitiveness by diluting the effects of the depreciation of the Argentine peso, negatively affecting the level of economic activity and employment, and undermining confidence in Argentina’s banking system, which could further limit the availability of domestic and international financing to businesses. Furthermore, a portion of Argentina’s sovereign debt is subject to adjustment by the Stabilization Coefficient (Coeficiente de Estabilización de Referencia), a currency index that is strongly related to inflation. Therefore, any further significant increase in inflation could cause an increase in Argentina’s external debt and, consequently, in Argentina’s financial obligations, which could aggravate pressures on the Argentine economy. If inflation remains high or continues to increase, Argentina’s economy may be negatively affected, and our results of operations could be materially affected. Failure to adequately address actual and perceived risks of institutional deterioration and corruption may adversely affect Argentina’s economy and financial condition and, consequently, our business. A lack of a solid and transparent institutional framework for contracts with the Argentine Government and its agencies and corruption allegations have affected and continue to affect Argentina. In Transparency International’s 2025 Corruption Perceptions Index, survey of 182 countries, Argentina was ranked 104, with its score decreasing from 37 in 2024 to 36 in 2025. The 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. The Argentine Government’s ability to implement initiatives to strengthen Argentina’s institutions and to reduce corruption is uncertain as it would be subject to independent review by the judicial branch, as well as legislative support from opposition parties. We cannot give any assurance that the Argentine Government will implement any of these initiatives nor if implemented, that any of such initiatives would be successful in halting institutional deterioration and corruption. Risks Related to Our Other Principal Operations and Other Principal Markets in Which We Operate Italy The approval process for the Florence Airport master plan requires authorization from both local and national authorities, with informational involvement of the European Commission. Any further delay could adversely affect our ability to increase revenues and profits derived from the operation of such airport. The master plan for the period 2014 through 2029 was approved by the Italian Civil Aviation Authority (“ENAC” for its Italian acronym) in November 2015, by the Italian Ministry of the Environment in December 2017 and by the Italian Ministry of Infrastructures and Transport in April 2019. However, such approval was repealed on May 27, 2019, upon request of the environmental association (Associazione VAS Vita Ambiente) and other local municipalities. On July 25, 2019, TA, jointly with the Ministry of Environment, ENAC and other authorities, appealed to such judgement. On February 14, 2020, the appeal was rejected requiring a new environmental assessment process. In 2022, a review of the master plan was performed and the investments forecasts (traffic and infrastructures) were defined until 2035 (the “2035 TA Master Plan”). The 2035 TA Master Plan received technical approval from ENAC in May 2023, and subsequently requested the Italian Ministry of the Environment to apply the “Integrated Environmental Procedure” (both, Environmental Impact Assessment and Environmental Strategic Assessment) as permitted by local statutes. The environmental procedure was concluded in mid-November 2025, with the Environmental Impact Assessment and Environmental Strategic Assessment (“EIA-ESA”) Decree issued by the Ministry of the Environment, in agreement with the Ministry of Culture, expressing a positive opinion and outlining specific environmental conditions. 29 Table of Contents In line with the provisions set out in the Decree, the next step involves carrying out all the necessary activities to finalize the appropriate assessment procedure pursuant to the habitats directive and enable the Ministry of the Environment to conduct the discussion with the European Commission, which is responsible for matters concerning protected natural sites included in the Natura 2000 Network. Once these requirements have been fulfilled, ENAC will ask the Ministry of Infrastructure to start the authorization process for the assessment of urban planning compliance. The permit procedure is expected to be completed by the end of 2026, allowing construction to begin. Our ability to increase revenues and profits derived from the operation of the Florence Airport may be adversely affected if the 2035 TA Master Plan is rejected or its approval is delayed. The exercise of the special powers of the Italian Government may restrict our ability to transfer, our TA shareholding or restrict the ability of investors to acquire a significant stake in our share capital. Certain regulations concerning legal restrictions on transfer of assets of strategic national importance may apply to us, as TA’s controlling shareholder, the operator of our Italian Airports (as defined herein). Provisions of Law Decree No. 21 of March 15, 2012 (“Law Decree No. 21/2012”), subsequently amended, grants the Italian Government special powers (the “Golden Powers”), which may be triggered in the event that: (i) we attempt to transfer our shareholding in TA and/or the Italian Airports to a third party; or (ii) stake of TA’s share capital is transferred to a third party in the future; or (iii) TA’s corporate bodies approve resolutions, acts or transactions resulting in changes to the TA’s ownership, control, or assets availability (including mergers, demergers or establishment and enforcement of security interests). Below is a description of the procedure that would apply in such a case. As of the date of this annual report, we are not aware that our initial public offering has indeed triggered any procedures pursuant to Law Decree No. 21/2012. Pursuant to current laws and regulations, (i) the approval of specific corporate resolutions by companies operating, inter alia, in the energy, transport, and communications sectors, which are understood to be of strategic importance to the nation, and (ii) the acquisition of significant shareholdings in such companies by investors, are subject to the so called Golden Powers. Article 2 of Law Decree No. 21/2012 specifically regulates the special powers of the Italian Government over the strategic assets of companies operating in the transport sector. Regarding companies owning such assets, the Italian government may: ● veto any resolutions, acts and transactions that would (i) result in a change of ownership, control, or purpose of such assets, (ii) result in an exceptional situation not regulated by national or European laws applicable to the sector, or (iii) constitute a threat of a serious prejudice to the interest of public safety (Article 2, paragraph 3); ● impose conditions on buyers to provide guarantees in any purchase that poses a serious threat to public interest, (Article 2, paragraphs 5 and 6); and ● oppose the purchase if it presents exceptional risks to the protection of public interest, which cannot be mitigated by the buyer providing adequate guarantee (Article 2, paragraph 6). Article 2 of the Decree of the President of the Council of Ministers No. 180 of December 23, 2020 identified airports as “strategic assets.” Therefore, the Italian airports are subject to these decrees. As a result, our ability to enter into certain commercial transactions may be further restricted by the Italian Government’s decision to exercise its Golden Powers with respect to the management of strategic transport assets in Italy. This may limit our ability, as a TA’s shareholder, to benefit from the proceeds of certain proposed asset sales or acquisitions or business combinations and may limit our shareholders’ ability to benefit from possible premiums connected to a proposed change in control transaction or tender offer. If the Italian Government exercises these Golden Powers in the future with respect to any transaction involving, directly or indirectly, TA and/or the Italian Airports, such exercise could have a material adverse effect on our business, financial condition, results of operations or prospects in the future. In 2023 and 2024, we submitted to the Italian Government the new financing for investments in the Pisa Airport and the refinancing TA’s previous debts. The Italian Government consented to these transactions and the operations were subsequently closed. 30 Table of Contents Coordinating compliance with regulatory obligations may strain our resources and divert management’s attention. TA is listed on the Milan Stock Exchange. As a public company, TA is subject to the reporting requirements of local regulations in Italy and other applicable securities rules and regulations. Compliance with these rules and regulations involves legal and financial compliance costs, makes some activities more difficult, time-consuming or costly and increases the demand on TA’s systems and resources. Coordination between TA and us to comply with our respective regulatory and filing procedures can be burdensome, divert management’s attention and affect our daily operations and business. In addition, the interests of TA’s public shareholders may not be the same as the interests of our Majority Shareholder. This conflict of interest may affect our operations and business. Brazil We have identified payments made by ICAB that may not have had any proper purpose and that could expose us to fines and sanctions as well as reputational harm and other adverse effects. We have identified three payments totaling approximately R$0.8 million made by ICAB during 2014, when Infravix was still an indirect shareholder of ICAB, to individuals or entities that the press has suggested had made illegal payments to government officials on behalf of corporate clients. We have been unable to identify a proper purpose for some of these payments. The case reported by the press was initially under investigation by the Brazilian Supreme Court but has been transferred to the Federal Court of the Federal District, where the proceedings are currently ongoing. To date, neither ICAB nor its current executives have been subject to any criminal investigations. On September 14, 2019, Receita Federal (Brazilian Tax authority) identified the mentioned payments and considered those did not have a proper purpose, therefore, imposed a R$1.3 million fine on ICAB. ICAB is contesting the fine through an administrative procedure. The outcome of this procedure is still uncertain. We could be exposed to reputational harm and other adverse effects in connection with these payments. If these payments are ultimately found to have been improper, we could be subject to additional fines and sanctions, as well as other penalties. Any of the foregoing effects could have a material adverse effect on our business. We are in a contractual renegotiation process of the Brazilian Concession Agreement under which we incurred losses due to the accretion of the financial liability recognized as a result of the contractual fixed concession fee. Under the Brazilian Concession Agreement for the operation of the Brasilia Airport, we are obligated to pay an annual fixed concession fee which is adjusted by inflation. Initially, we recognized this contractual obligation as a financial liability at fair value in acquisition accounting. Following a revision of the discount interest rate, we now measure the liability at an amortized cost utilizing a discount rate of 6.81% (real), which is the regulatory weighted average cost of capital (“WACC”) applicable at the time we entered into the Brasilia Concession Agreement. Any change in the current discount rate used to discount the estimated cash outflows, as well as an increase in the liability that reflects the passage of time (also referred to as the unwinding of a discount or accretion) is recognized as expense, period over period. In 2025, 2024, and 2023, we recognized losses of U.S.$80.9 million, U.S.$87.1 million, and U.S.$98.2 million, respectively, relating to these effects. See Note 23 to our Audited Consolidated Financial Statements. During 2021, ICAB suspended payment of 50% of the annual fixed concession fee based on the rescheduling request that was made with the Brazilian ANAC. Such request was rejected by ANAC. See “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—Legal Proceedings—Brazilian Proceedings—Inframérica Concessionária do Aeroporto de Brasilia S.A. (“ICAB”)—Administrative Proceedings.” As of the date of this annual report, a court injunction suspending all actions against ICAB for lack of payment of the annual fixed concession fee remains in place. Therefore, unless such injunction is cancelled or lifted, ICAB cannot be forced to pay the remaining 50% of the annual fixed concession fee. If such injunction is lifted or cancelled, ICAB would be forced to pay such outstanding 50% and if not paid, the Brasilia Concession Agreement may be terminated, which would have a negative impact on our results of operations. 31 Table of Contents Furthermore, if the injunction is cancelled or lifted, and the remaining 50% of the annual fixed concession fee is not paid, ICAB may be in breach pursuant the terms of the Brazilian National Development Bank (Banco Nacional do Desenvolvimento Economico e Social - “BNDES”) loan agreement, which would give BNDES the right to declare an event of default. See “Item 5. Operating and Financial Review and Prospects—Liquidity and Capital Resources—Indebtedness—ICAB.” Upon declaring such an event of default, BNDES would be entitled to request the guarantors of the Brasilia Airport (Inframerica Participações S.A. (“Inframerica”), ACI Airports S.à r.l., Corporacion America S.A and American International Airports LLC) indebtedness to post additional collateral as security of the obligations assumed thereunder. If such additional collateral is not timely and adequately posted, BNDES could declare all amounts due and payable, which would affect our results of operations and liquidity. Regarding the concession fee for 2022, a partial payment of R$81.6 million (approximately U.S.$15.3 million) was made using re-equilibrium credits. With respect to the remainder of such concession fee, on November 21, 2022, ICAB made an offer to the Ministry of Infrastructure to pay through the delivery of court-payment orders, which is still currently under analysis by the Ministry. In December 2022, the Ministry issued an Official Letter confirming that until it reviews the court-payment orders, ICAB is in compliance with its obligations. As of the date of this annual report, we are in a contractual renegotiation process with the federal government to address several aspects of the Brazilian Concession Agreement for the operation of the Brasilia Airport, including modifications to the annual fixed concession fee. On December 10, 2025, in connection with this renegotiation, ICAB received notice from the ANAC that enforceability of the 2025 annual fixed concession fee, in the amount of R$386.4 million (equivalent to U.S.$70.2 million as of December 31, 2025), had been suspended. The suspension will remain in effect until the renegotiation process is concluded. If we reach an agreement on the new terms of the concession with the government, there will be a public tender for 100% of the shares of ICAB, in which we would be entitled to participate, but in which our offer could be superseded by an improved offer from another bidder. In the tender, we will always have the right to provide a higher bid. The timing and outcome of the renegotiation remain uncertain, and no irrevocable agreement has been signed as of the date hereof. The commercial area at the Brasilia Airport may not attract the numbers of customers we anticipate, which would ultimately affect our results of operations. A key part of our strategy to expand and increase our commercial revenues at the Brasilia Airport is the development of an area with commercial offerings within the airport. On December 13, 2019, ICAB entered into a lease agreement with a leading Brazilian real estate group pursuant to which such group agreed to build and develop, with its own capital, a new shopping center of approximately 350,000 square feet of gross leasable area. Construction is currently in progress, and the inauguration is expected to happen in the second quarter of 2026. If this project fails to attract the number of customers that we anticipate, our business, financial condition and results of operations could be adversely affected. Exchange rate instability may have adverse effects on the Brazilian economy and our results of operations. The Brazilian currency has been historically volatile and has been devalued frequently over the past three decades. Throughout this period, the Brazilian Government has implemented various economic plans and used various exchange rate policies, including sudden devaluations, periodic mini-devaluations (during which the frequency of adjustments has ranged from daily to monthly), exchange controls, dual exchange rate markets and a floating exchange rate system. Although long-term depreciation of the Brazilian real is generally linked to the rate of inflation in Brazil, depreciation of the Brazilian real occurring over shorter periods of time has resulted in significant variations in the exchange rate between the Brazilian real, the U.S. dollar and other currencies. The Brazilian real/U.S. dollar exchange rate reported by the Brazilian Central Bank was R$4.8407 per U.S. dollar on December 31, 2023, R$6.1917 per U.S. dollar on December 31, 2024 and R$5.5018 per U.S. dollar on December 31, 2025, but there can be no assurance that the Brazilian real will not again depreciate against the U.S. dollar or other currencies in the future, which could lead to fluctuations in our consolidated earnings and cash flows as measured in U.S. dollars. 32 Table of Contents Uruguay Our Uruguayan airport operations, particularly at Punta del Este Airport, are heavily dependent on air traffic from Argentina and Brazil. Any deterioration in the economic conditions of our neighboring markets, particularly Argentina, could have a material impact on our business and operating results. Our operations in Uruguay remain subject to regional economic interdependence, particularly with Argentina and Brazil. In 2025, approximately 11% of the passengers using our airports in Uruguay came from Argentina and 11% from Brazil. Meanwhile, Uruguay’s economic activity has shown signs of moderation, which may slightly temper local demand. Although we continue to monitor macroeconomic and regulatory developments in Argentina and Brazil, especially those related to foreign exchange policies and consumer confidence, we believe current dynamics suggest a more balanced risk landscape compared to prior periods. See “Risks Related to Argentina and the AA2000 Concession Agreement—Changes in social, political, regulatory, or economic conditions in Argentina’s principal trading partners or in foreign trade laws or policies may generate uncertainty in international markets and have a negative effect on standalone economies, including the Argentine economy, which may, in turn, have a negative impact on our operations” and “Risks Related to Our Other Principal Operations and Other Principal Markets in Which We Operate—Brazil—Exchange rate instability may have adverse effects on the Brazilian economy and our results of operations.” Ecuador The political environment of Ecuador is uncertain which could have adverse effect on our results of operations. Ecuador continues to face significant political, economic, social and security challenges, which may adversely affect our airport operations and financial performance in the country. The political environment remains volatile, with heightened institutional tension, economic fragility and persistent security concerns related to organized crime, drug trafficking, money laundering and terrorism. In May, 2023, former president Mr. Guillermo Lasso dissolved Congress and called for early presidential elections. On November 23, 2023, Mr. Daniel Noboa was elected as new President of Ecuador, for a short transitional term. Since taking office, President Noboa has declared multiple states of emergency and adopted aggressive security measures, including the deployment of the Armed Forces in support of the National Police, as part of a broader strategy to combat organized crime and terrorism. While these measures have received public support, they have also generated political opposition and institutional friction, contributing to ongoing uncertainty. In 2025, Ecuador entered a new electoral cycle. In the first round of the presidential elections held on February 9, 2025, no candidate obtained the required majority, and a runoff election was held on April 13, 2025, in which incumbent President Daniel Noboa was re-elected with approximately 55.6% of the vote, defeating his challenger, Luisa González. Changes in political leadership and public policy resulting from the electoral process may continue to affect the country’s political and economic landscape. In addition to political uncertainty, Ecuador faces a difficult economic and social environment. In response to heightened security risks, the government has adopted an aggressive stance against criminal organizations, declaring a war on terrorism and drug cartels. While international air traffic has experienced limited growth, domestic passenger numbers have declined significantly. This decline is also linked to the suspension of operations by Equair, a major domestic airline, at the end of 2023, which has not yet been replaced by another carrier. Ultimately, the effects on our business and financial results will depend largely on the economic and security policies implemented by the incoming government. The prevailing political, economic, and social crises—particularly related to security and energy—could negatively impact our Ecuadorian airport operations and, consequently, our overall business performance. 33 Table of Contents Armenia The ongoing war between Russia and Ukraine has and will likely continue to disrupt air travel routes and passenger flows, which could negatively affect our operational performance and results of operations. Despite the ongoing war between Russia and Ukraine, air transportation to and from Russia has not been materially disrupted to date; however, any escalation of hostilities, including increased attacks affecting Russian airports or airspace, could result in flight cancellations, route disruptions or reduced passenger demand, which could adversely affect our operations and results of operations. In addition, broader regional tensions, including a potential confrontation involving Iran and the United States or the temporary closure of Iranian airspace, as occurred during the recent Iran–Israel conflict, could disrupt flight routes and significantly reduce air connectivity with certain destinations, particularly Gulf countries, which could negatively affect passenger traffic and pose risks for our operations. Our business in Armenia is also affected by regulatory and geopolitical constraints, including the continued inclusion of Armenia on the European Union aviation safety blacklist, which restricts aircraft registered in Armenia from operating flights to EU destinations and may limit the growth of international traffic. Moreover, while certain developments, such as the potential entry of new international airlines into the Armenian market or improvements in relations with neighboring countries, could over time support aviation traffic, there can be no assurance that such developments will occur or materialize in the near term, which could continue to limit passenger demand and adversely affect our operations in Armenia. In addition, broader regional instability in the Middle East, including military escalations involving Iran, temporary closures of Iranian airspace, missile or drone activity affecting regional flight corridors, or increased geopolitical tensions between Iran and Western countries, could disrupt established air routes, increase insurance and operating costs, or materially reduce connectivity with certain destinations, which could adversely affect passenger traffic and our operational performance. Other countries We have received awards for airport projects in Iraq and Angola, but have not yet entered into definitive concession agreements. These projects may not proceed on the terms contemplated, or at all. In November 2025, a consortium formed by the Company and Amwaj International for Real-Estate Investments Co. Ltd. (the “Iraq Consortium”) signed an award agreement with the Government of Iraq, following an international tender process supervised by the International Finance Corporation (IFC), a member of the World Bank Group, to operate Baghdad International Airport. The award agreement provides for a limited period to negotiate in good faith and enter into a definitive public-private partnership agreement. This 90-day period may be extended by mutual agreement. We are currently engaged in discussions to extend the award agreement until June 30, 2026. However, the timing of such extension remains subject to governmental processes and evolving regional geopolitical conditions. It is possible that the conflict between U.S. and Israel against Iran causes a delay in the execution of this definitive agreement. In December 2025, a consortium formed by the Company, Mota-Engil Engenharia e Construção and BestFly Ltda. received a formal notification from the Ministry of Transport of the Republic of Angola of the award decision in connection with the tender process for the operation, management and maintenance of Dr. António Agostinho Neto International Airport (“AIAAN”), subject to the execution of a definitive concession agreement and the satisfaction of customary conditions precedent. As of the date of this annual report, we have not entered into definitive concession agreements for either of these projects. There can be no assurance that we will be able to successfully negotiate and execute definitive agreements, or that, if executed, they will be on terms consistent with the award notifications, or at all. The negotiation process may result in material modifications to the contemplated terms. Either government may decide not to proceed with the project, or negotiations may fail to result in mutually acceptable terms. In addition, even if definitive agreements are executed, completion of these projects remains subject to the satisfaction of customary conditions precedent, which may not be satisfied or waived. Guarantees have been provided to the Ministry of Transportation of the Republic of Iraq and to the Ministry of Transport of the Republic of Angola in connection with the respective airport concession tenders in which we are participating as part of two consortia. The guaranteed amounts are IQD 5,000 million (equivalent to approximately U.S.$ 3.8 million as of December 31, 2025) in Iraq and U.S.$15.0 million in Angola. 34 Table of Contents If the guarantee provided in Iraq is called, the Company would be ultimately responsible for 55% of the guaranteed amount (equivalent to approximately U.S.$2.1 million as of December 31, 2025). Similarly, if the guarantee provided in Angola is called, the Company would be expected to participate in any resulting losses with the other members of the consortium up to its corresponding ownership interest (50%), equivalent to approximately U.S.$7.5 million. Such guarantees may be enforced by the respective Ministries if the concessionaire fails to enter into definitive concession agreements as a result of a breach of its obligations. Generally, if we are unable to enter into definitive concession agreements, or if the terms of such agreements differ materially from those contemplated in the award notifications, our business, results of operations, financial condition and growth prospects could be adversely affected. These projects would also represent our entry into new geographic markets in which we have no prior operating experience. Operating in Iraq and Angola exposes us to risks inherent in conducting business in new countries, including political and economic instability, unfamiliarity with legal and regulatory frameworks, challenges in dealing with government authorities and other stakeholders, difficulties in recruiting and retaining qualified local personnel, foreign currency exchange rate fluctuations, and potential restrictions on repatriating earnings. Our lack of experience in these markets may make it more difficult for us to anticipate and respond to local market conditions, regulatory developments and competitive dynamics, which could adversely affect the performance of these projects. Risks Related to Our Common Shares The price of our common shares may be highly volatile. We cannot predict the extent to which investor interest in our common shares will occur or be able to maintain an active trading market, or how liquid that market will be in the future. The market price of our common shares may be volatile and may be influenced by many factors, some of which are beyond our control, including: ● the failure of financial analysts to cover our common shares or changes in financial estimates by analysts; ● actual or anticipated variations in our operating results; ● changes in financial estimates by financial analysts, or any failure by us to meet or exceed any of these estimates, or changes in the recommendations of any financial analysts that elect to follow our common shares or the shares of our competitors; ● announcements by us or our competitors of significant contracts or acquisitions; ● future sales of our common shares; and ● investor perceptions towards us and the industries in which we operate. In addition, the equity markets in general have experienced substantial price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of affected companies. These broad market and industry factors may materially harm the market price of our common shares, regardless of our operating performance. In the past, following periods of volatility in the market price of certain companies’ securities, securities class action litigation has been instituted against these companies. This litigation, if instituted against us, could adversely affect our financial condition or results of operations. We issued, and may further issue, options, restricted shares, and other forms of share-based compensation, which could dilute shareholder value and cause the price of our common shares to decline. In 2020, we implemented a long-term management share compensation plan. We may offer additional share options, restricted shares, and other forms of share-based compensation to our directors, officers, and employees in the future. If any options that we issue are exercised, or any shares that we may issue vest and those shares are sold into the public market, the market price of our common shares may decrease. See “Item 6. Directors, Senior Management and Employees—Compensation—Management Compensation Plan.” 35 Table of Contents A significant portion of our common shares may be sold into the public market, which could cause the market price of our common stock to drop significantly, regardless of our operational performance. Our officers, directors, and the Majority Shareholder are able to sell our common shares in the public market. In addition, pursuant to a registration rights and indemnification agreements, the Majority Shareholder and its affiliates and transferees have the right, subject to certain conditions, to require us to register the sale of their common shares under the Securities Act. In May 2025, we issued 1,996,439 new common shares in connection with the acquisition of an additional equity interest in Corporación América Italia S.p.A., which were delivered to the Investment Corporation of Dubai (“ICD”) as consideration for such transaction. We have also entered into a transaction agreement that grants ICD certain piggy-back registration rights in relation to offerings by the Company or by the Majority Shareholder for a period of 18 months, starting on May 28, 2025. By exercising their registration rights and selling a substantial sale of shares, these existing owners could cause the prevailing market price of our common shares to decline. The common shares covered by registration rights would represent approximately 79.56% of our outstanding capital stock. Registration of any of these outstanding common shares would result in such shares becoming freely tradable without compliance with Rule 144 upon effectiveness of the registration statement. Sales of a substantial number of such common shares, or the perception that such sales may occur, could cause our market price to fall or make it more difficult for investors to sell common shares at a time and at a favorable price that you deem appropriate. Furthermore, the issuance of additional shares would increase the number of our outstanding common shares, and any sale of such shares in the public market, or the perception that such sales may occur, could increase the supply of our common shares available for trading and adversely affect the market price of our common shares. We may need additional capital and we may not be able to obtain it. We believe that our existing cash and cash equivalents, cash flows from operations and financing capacity are, and will be, sufficient to meet our anticipated cash needs for the foreseeable future. We may, however, require additional cash resources due to changed business conditions or future developments, including any investments or acquisitions we may decide to pursue. If these resources are insufficient to satisfy our cash requirements, we may seek to sell additional equity or debt securities or obtain other sources of financing. The sale of additional equity securities could result in dilution to our shareholders. The incurrence of indebtedness could result in increased debt service obligations and could require us to agree to operating and financing covenants that would restrict our operations. Our ability to obtain financing on favorable terms is subject to a variety of uncertainties, including: ● the conditions of the U.S. capital markets and other capital markets in which we may seek to raise funds; ● our future results of operations and financial condition; ● government regulation of foreign investment in the United States, Europe, and Latin America; and ● global economic, political, and other conditions in jurisdictions in which we do business. Our business and results of operations may be adversely affected by the increased strain on our resources from complying with the reporting, disclosure, and other requirements applicable to public companies in the United States promulgated by the U.S. Government, New York Stock Exchange, or other relevant regulatory authorities. Compliance with existing, new, and evolving corporate governance and public disclosure requirements adds uncertainty and increases our compliance costs. Changing laws, regulations and standards include those relating to accounting, corporate governance, and public disclosure, including the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Sarbanes-Oxley Act of 2002, new U.S. Securities and Exchange Commission (“SEC”) regulations and the New York Stock Exchange (“NYSE”) listing guidelines. Meeting the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”) and related regulations regarding the required assessment of internal controls over financial reporting and our external auditor’s audit of internal controls over financial reporting demands significant financial and managerial resources. 36 Table of Contents Our ongoing efforts to comply with evolving laws and regulations have resulted in, and are likely to continue to result in, increased general and administrative expenses. Moreover, our board members and senior management could face increased personal liability risks in connection with the performance of their duties. As a result, we may face difficulties in attracting and retaining qualified board members and senior management. If we fail to comply with new or changed laws or regulations, our business and reputation may be harmed. If we fail to maintain effective internal controls over financial reporting, we may not be able to accurately report our financial results or prevent fraud. As a U.S. public company, we are subject to U.S. securities laws and the requirements of Section 404 of the Sarbanes-Oxley Act of 2002. This requires management to assess and report on the effectiveness of our internal controls over financial reporting in its annual report. In addition, an independent registered public accounting firm must attest to and report on the effectiveness of our internal controls over financial reporting. Our management concluded that our internal controls over financial reporting were effective as of December 31, 2025. See “Item 15. Controls and Procedures.” However, if we fail to maintain effective internal controls over financial reporting in the future, our management and auditors may not be able to conclude that we have effective internal controls over financial reporting at a reasonable assurance level and negatively impact our share price. Maintaining compliance with Section 404 and other Sarbanes-Oxley requirements will require a significant investment of time, resources, and management attention. Our exemption as a “foreign private issuer” from certain rules under the U.S. securities laws will result in less information about us being available to investors than for U.S. companies, which may result in our common shares being less attractive to investors. As a “foreign private issuer” in the United States, we are exempt from certain rules under the U.S. securities laws and are allowed to file less information with the SEC than U.S. companies. Specifically, we are exempt from certain rules under the Exchange Act, that impose certain disclosure obligations and procedural requirements for proxy solicitations under Section 14 of the Exchange Act. In addition, our officers, directors, and principal shareholders are exempt from the “short-swing” profit recovery provisions of Section 16 of the Exchange Act and the rules under the Exchange Act with respect to their purchases and sales of our common shares. Moreover, we are not required to file periodic reports and financial statements with the SEC as frequently or as promptly as companies that are not “foreign private issuers” whose securities are registered under the Exchange Act. In addition, we are not required to comply with Regulation FD promulgated by the SEC under the Exchange Act, which restricts the selective disclosure of material information. As a result, our shareholders may not have access to information they deem important, which may result in our common shares being less attractive to investors. In addition, in June 2025, the SEC issued a concept release soliciting public comment on potential changes to the definition of “foreign private issuer” under U.S. securities laws. If the SEC were to adopt changes to the “foreign private issuer” definition, we could potentially lose our status as a foreign private issuer. If we were to lose our foreign private issuer status, we would be required to comply with all of the disclosure and procedural requirements applicable to U.S. domestic issuers, including the preparation of financial statements in accordance with U.S. GAAP, more frequent periodic reporting and compliance with Regulation FD. Such compliance would increase our legal, accounting and other expenses and would require our management to devote substantial time and resources to comply with these additional regulatory requirements. Under current Section 16 of the Exchange Act, executive officers and directors of U.S. public companies, as well as beneficial owners of more than 10% of a public company’s equity securities (collectively, “insiders”), are required to publicly report transactions in company securities within two business days. We, as an FPI, are not currently covered by such requirements. However, the recently enacted “Holding Foreign Insiders Accountable Act” extends Section 16 reporting requirements to directors and officers of FPIs. As a result, our executive officers and directors are required to report transactions in respect of our equity securities starting on March 18, 2026. Compliance with these disclosure requirements may result in increased expenses and require the Company’s management to devote time and resources to comply with such regulatory requirements. If our executive officers and directors fail to comply with such disclosure requirements, they may be subject to penalties, and their reputation may be harmed, which in turn may have a negative impact on our business, reputation and the market price of our common shares. 37 Table of Contents Our ability to pay dividends is restricted under Luxembourg law Our articles of association and the Luxembourg law of August 10, 1915, on commercial companies as amended from time to time (loi du 10 août 1915 sur les sociétés commerciales telle que modifiée), require a general shareholders meeting to approve any dividend distribution, except as set forth below. Our ability to declare dividends under Luxembourg corporate law is subject to the availability of distributable earnings or available reserves, including, among other things, a share premium. Moreover, we may not be able to declare and pay dividends more frequently than annually. As permitted by Luxembourg corporate law, our articles of association authorize the declaration of dividends more frequently than annually by the board of directors in the form of interim dividends so long as the amount of such interim dividends does not exceed total net profits made since the end of the last financial year for which the annual accounts have been approved, plus any profits carried forward and sums drawn from reserves available for this purpose, less the aggregate of the prior financial year’s accumulated losses, the amounts to be set aside for the reserves required by Luxembourg law or by our articles of association for the prior financial year, and the estimated tax due on such earnings. We are a holding company and rely on our subsidiaries to distribute funds to us in order to meet our financial obligations and to make dividend payments, which they may not be able to do. As a holding company, our subsidiaries conduct all of our operations, and we own no material assets other than the equity interests in them. As a result, our ability to make dividend payments depends on our subsidiaries and their capacity to distribute funds to us. The ability of a subsidiary to make these distributions could be affected by covenants included in most of the concession agreements in which we act as concessionaires, such as the AA2000 Concession Agreement, the Uruguayan Concession Agreements, the Armenian Concession Agreement, the Italian Concession Agreements, and the Brazilian Concession Agreements, or by the financing agreements we have entered into, or by applicable laws and regulations in their respective jurisdictions of incorporation, including, for example, foreign exchange controls on the inflow and outflow of foreign currency flows. See “Item 3. Key Information—Risk Factors— Current Argentine exchange controls and the implementation of further exchange controls could adversely affect our results of operations.” See also “Item 5. Operating and Financial Review and Prospects—Liquidity and Capital Resources—Indebtedness.” If we are unable to obtain funds from our subsidiaries, we will be unable to distribute dividends. Furthermore, we currently do not intend to seek funds from any other sources to pay dividends. Our shareholders may face more challenges in protecting their interests compared to shareholders of a U.S. corporation, which could adversely impact the trading of our common shares and our ability to pursue equity financings. Our corporate affairs are governed by our articles of association and the laws of Luxembourg, including the laws governing public limited liability companies (sociétés anonymes). The rights of our shareholders and the responsibilities of our directors and officers under Luxembourg law are different from those applicable to a corporation incorporated in the United States. In addition, the laws governing the securities of Luxembourg companies may not be as extensive as those in effect in the United States, and Luxembourg laws and regulations in respect of corporate governance matters may not be as protective nor offer the same level of protection for minority shareholders as state corporation laws do in the United States. Therefore, our shareholders may find more difficulty challenging in protecting their interests in connection with actions taken by our directors and officers or our principal shareholders than they would as shareholders of a corporation incorporated in the United States. Neither our articles of association nor Luxembourg law provide for appraisal rights for dissenting shareholders in certain extraordinary corporate transactions that may otherwise be available to shareholders under certain U.S. state laws. As a result of these differences, our shareholders may have more difficulty protecting their interests than they would as shareholders of a U.S. issuer. 38 Table of Contents Holders of our common shares may not be able to exercise their pre-emptive subscription rights and may suffer dilution of their shareholding in the event of future common share issuances. Under Luxembourg law, our shareholders benefit from a pre-emptive subscription right on the issuance of common shares for cash consideration. However, shareholders may, at a general shareholders’ meeting and in accordance with Luxembourg law and our articles of association, waive or suppress and authorize the board to waive, suppress or limit any shareholders’ pre-emptive subscription rights provided by Luxembourg law to the extent the board deems such waiver, suppression or limitation advisable for any issuance or issuances of common shares within the scope of our authorized share capital prior to the pricing for a period starting on May 23, 2023 and ending on the fifth anniversary of such date, regardless of the date of publication of the deed granting or renewing such authorization in the Luxembourg Official Gazette (Recueil Electronique des Sociétés et Associations, “RESA”), which period may be renewed for one or several periods of up to five years. Such common shares may be issued above, at or below market value as well as by way of incorporation of available reserves (including, among other things, a share premium). In addition, a shareholder may not be able to exercise the shareholder’s pre-emptive right on a timely basis or at all, unless the shareholder complies with the requirements set forth under Luxembourg corporate law and applicable laws in the jurisdiction in which the shareholder is resident, particularly in the United States. As a result, the shareholding of such shareholders may be materially diluted in the event common shares are issued in the future. Moreover, in the case of an increase in capital by a contribution in kind, no pre-emptive rights of the existing shareholders exist. We are organized under the laws of Luxembourg and it may be difficult for you to obtain or enforce judgments or bring original actions against us or our executive officers and directors in the United States. We are organized under the laws of Luxembourg. The majority of our assets are located outside the United States. Furthermore, the majority of our directors and officers and some experts named in this annual report reside outside the United States and a substantial portion of their assets are located outside the United States. Investors may not be able to effect service of process within the United States upon us or these persons or to enforce judgments obtained against us or these persons in U.S. courts, including judgments in actions predicated upon the civil liability provisions of the U.S. federal securities laws. Likewise, it may also be difficult for an investor to enforce in U.S. 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 U.S. federal securities laws. It may also be difficult for an investor to bring an original action in a Luxembourg court predicated upon the civil liability provisions of the U.S. federal securities laws against us or these persons. Furthermore, Luxembourg law does not recognize a shareholder’s right to bring a derivative action on behalf of the company, except in limited cases. Minority shareholders holding securities entitled to vote at the general meeting and holding at least 10.0% of the voting rights of the company may bring an action against the directors on behalf of the company. Minority shareholders holding at least 10.0% of the voting rights of the company may also ask the directors questions in writing concerning acts of management of the company or one of its subsidiaries, and if the company fails to answer these questions within one month, these shareholders may apply to the Luxembourg courts to appoint one or more experts instructed to submit a report on these acts of management. As there is no treaty in force on the reciprocal recognition and enforcement of judgments in civil and commercial matters between the United States and Luxembourg, courts in Luxembourg will not automatically recognize and enforce a final judgment rendered by a U.S. court. A valid judgment in civil or commercial matters obtained from a court of competent jurisdiction in the United States may be entered and enforced through a court of competent jurisdiction in Luxembourg, subject to compliance with the enforcement procedures (exequatur). The enforceability in Luxembourg courts of judgments rendered by U.S. courts will be subject prior to any enforcement in Luxembourg to the procedure and the conditions set forth in the Luxembourg procedural code, which conditions may include the following as of the date of this annual report (which may change): ● the judgment of the U.S. court is final and enforceable (exécutoire) in the United States; ● the U.S. court had jurisdiction over the subject matter leading to the judgment (that is, its jurisdiction was in compliance with both Luxembourg private international law rules and with the applicable domestic U.S. federal or state jurisdictional rules); ● the U.S. court has applied to the dispute the substantive law that would have been applied by Luxembourg courts; ● the judgment was granted following proceedings where the counterparty had the opportunity to appear and, if it appeared, to present a defense, and the decision of the foreign court must not have been obtained by fraud, but in compliance with the rights of the defendant; 39 Table of Contents ● the U.S. court has acted in accordance with its own procedural laws; ● the judgment of the U.S. court does not contravene Luxembourg international public policy; and ● the U.S. court proceedings were not of a criminal or tax nature. We indemnify our directors for and hold them harmless against all claims, actions, suits, or proceedings brought against them, subject to limited exceptions. The rights and obligations among or between us and any of our current or former directors and officers will be generally governed by the laws of Luxembourg and subject to the jurisdiction of the Luxembourg courts, unless such rights or obligations do not relate to or arise out of their capacities listed above. Although there is doubt as to whether U.S. courts would enforce such provisions in an action brought in the United States under U.S. federal or state securities laws, such provisions could make enforcing judgments obtained outside Luxembourg more difficult to enforce against our assets in Luxembourg or jurisdictions that would apply Luxembourg law. Luxembourg insolvency laws may offer our shareholders less protection than they would have under U.S. insolvency laws. As a company organized under the laws of Luxembourg and with its registered office in Luxembourg, we are subject to Luxembourg insolvency laws in the event any insolvency proceedings are initiated against us including, among other things, Council Regulation (EC) No. 2015/848 of May 20, 2015, on insolvency proceedings (recast), as amended. Should courts in another European country determine that the insolvency laws of that country apply to us in accordance with and subject to such EU regulations, the courts in that country could have jurisdiction over the insolvency proceedings initiated against us. Insolvency laws in Luxembourg or the relevant other European country, if any, may offer our shareholders less protection than they would have under U.S. insolvency laws and make it more difficult for them to recover the amount they could expect to recover in a liquidation under U.S. insolvency laws. Holders generally will be subject to a 15.0% withholding tax on payment of dividend distributions made on the common shares under current Luxembourg tax law. Under current Luxembourg tax law, payments of dividends made on the common shares are in principle subject to a 15% Luxembourg withholding tax. However, certain exemptions or reductions to the withholding tax may apply, but it will be up to the holders to claim any available refunds from the Luxembourg tax authorities. For more information on the taxation implications, see “Item 10. Additional Information—Taxation—Luxembourg Tax Considerations.” We are subject to complex tax rules in various jurisdictions, and our interpretation and application of these rules may differ from those of relevant tax authorities, which could result in a liability to material additional taxes, interest, and penalties. We operate in several territories making us liable for taxes in several jurisdictions. The tax rules to which the Company and its subsidiaries are subject are complex, and our interpretation and application of these rules may differ from those of the relevant tax authorities. A challenge by a tax authority in these circumstances might require us to incur costs in connection with litigation against the relevant tax authority or to reach a settlement with the tax authority and could result in additional taxes, interests and penalties. Additionally, dividends and other intra-group payments made by our subsidiaries may be subject to withholding taxes imposed by the jurisdiction in which the entity making the payment is organized or tax resident. Unless these taxes are fully creditable or refundable, such payments may increase the amount of tax paid by us. Although the Company and its subsidiaries organize their affairs to minimize the incurrence of such taxes, there can be no assurance that we will succeed. Holders of our common shares who sell or transfer common shares representing 10% or more of our equity may be subject to Argentine capital gains tax under Argentine tax law. Under Argentine tax law, non-Argentine residents who sell or transfer shares or other participations in foreign entities, which shares were acquired after January 1, 2018, may be subject to capital gains tax in Argentina if (i) 30% or more of the value of the foreign entity is derived from assets located in Argentina and (ii) the shares being sold or transferred represent 10% or more of the equity interests of such foreign entity. Therefore, any non-Argentine resident holders of our common shares who sell or transfer common shares representing 10% or more of our equity interests, may be subject to the Argentine capital gains tax. The foregoing will apply unless Argentina does not have the taxing power to tax such capital gain under a tax treaty or the transfer is made within the same economic group. See “Item 10. Additional Information—Taxation—Argentine Tax Considerations.” ​ 40 Table of Contents