Table of contents
Presentation currency
References
Forward-looking statements
Conversion table
Oil and Gas terms
Abbreviations
PART I
ITEM 1. Identity of Directors, Senior Managers and Advisers
ITEM 2. Offer statistics and expected timetable
ITEM 3. Key information
ITEM 4. Information on the Company
ITEM 4A. Unresolved staff comments
ITEM 5. Operating and financial review and prospects
ITEM 6. Directors, Senior Management and Employees
ITEM 7. Major shareholders and related party transactions
ITEM 8. Financial information
ITEM 9. The offer and listing
ITEM 10. Additional information
ITEM 11. Quantitative and qualitative disclosures about market risk
ITEM 12. Description of securities other than equity securities
PART II
ITEM 13. Defaults, dividend arrearages and delinquencies
ITEM 14. Material modifications to the rights of security holders and use of proceeds
ITEM 15. Controls and procedures
ITEM 16.
ITEM 16A. Audit Committee Financial Expert
ITEM 16B. Code of Ethics
ITEM 16C. Principal accountant fees and services
ITEM 16D. Exemptions from the listing standards for the Audit Committee
ITEM 16E. Purchases of equity securities by the issuer and affiliated purchasers
ITEM 16F. Change in registrant’s certifying accountant
ITEM 16G. Corporate governance
ITEM 16H. Mine Safety Disclosure
ITEM 16I. Disclosure regarding foreign jurisdictions that prevent inspections
ITEM 16J. Insider trading policies
ITEM 16K. Cybersecurity
PART III
ITEM 17. Financial statements
ITEM 18. Financial statements
ITEM 19. Exhibits
1
YPF | Form 20-F | 2025
The presentation currency of the Audited Consolidated Financial Statements included in this annual report is the U.S. dollar. In addition, as required by Argentine regulations, we separately submit our audited consolidated financial statements expressed in Argentine pesos with the Comisión Nacional de Valores (Argentine National Securities Commission, or “CNV”), which can be found at the CNV’s website, www.argentina.gob.ar/cnv, and on Form 6-K furnished to the U.S. Securities and Exchange Commission (“SEC”), under CIK number 0000904851, on March 6, 2026. The audited consolidated financial statements expressed in Argentine pesos are prepared by YPF for statutory, legal and regulatory purposes.
For more details, see Note 2.b.1) to the Audited Consolidated Financial Statements.
YPF Sociedad Anónima is a stock corporation organized under the laws of the Republic of Argentina (“Argentina” or “Argentine Republic”). As used in this annual report “YPF”, “the Company”, “we”, “our” and “us” refer to YPF Sociedad Anónima and its subsidiaries (unless the context indicates otherwise) or, if the context requires, its predecessor companies. “YPF Sociedad Anónima” and “YPF S.A.” refer to YPF Sociedad Anónima only. “Repsol” and “Repsol YPF” refer to Repsol S.A. (formerly named “Repsol YPF S.A.”), and its affiliates and consolidated companies. In this annual report references to “dollars”, “U.S. dollars”, “U.S. dollar” or “US$” are to United States dollars, and references to “peso”, “pesos” or “Ps.” are to Argentine pesos.
In this annual report references to “Audited Consolidated Financial Statements” are to YPF’s audited consolidated financial statements as of December 31, 2025, 2024 and 2023 and the notes thereto expressed in U.S. dollars, prepared in accordance with the International Financial Reporting Standards (“IFRS”) Accounting Standards as issued by the International Accounting Standards Board (“IASB”), which have been approved by the Board of Directors’ meeting held on February 26, 2026 and are included in “Item 18. Financial statements”. References to “Supplemental information on oil and gas producing activities (unaudited)” are to the information presented in accordance with SEC rules and Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 932 (Extractive activities - Oil and Gas).
Unless otherwise indicated, the information contained in this annual report reflects for subsidiaries the 100% and for joint operations the share of assets, liabilities, income and expenses in accordance with IFRS 11 “Joint arrangements”, at the date or for the periods indicated. For further information see Note 2.b.1) to the Audited Consolidated Financial Statements.
Certain monetary amounts (unaudited) and other figures included in this annual report have been subject to rounding adjustments. Any discrepancies in any tables between the totals and the sums of the amounts are due to rounding.
This annual report, including any documents incorporated by reference, contains statements that we believe constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may include statements regarding the intent, belief or current expectations of us and our management, including statements with respect to trends affecting our financial condition, financial ratios, results of operations, business, strategy, geographic concentration, oil and gas reserves, future hydrocarbon production volumes and our ability to satisfy our long-term sales commitments from future supplies available to us, our ability to pay dividends in the future and to service our outstanding debt, dates or periods in which production is scheduled or expected to come on-stream, as well as our plans with respect to capital expenditures, business, strategy, geographic concentration, cost savings, discount rates, investments and dividends payout policies. These statements are not a guarantee of future performance and are subject to material risks, uncertainties, changes and other factors which may be beyond our control or may be difficult to predict. Accordingly, our future financial condition, prices, financial ratios, results of operations, business, strategy, geographic concentration, hydrocarbon production volumes, oil and gas reserves, capital expenditures, cost savings, investments and ability to meet our long-term sales commitments or pay dividends or service our outstanding debt could differ materially from those expressed or implied in any such forward-looking statements. Such factors include, but are not limited to, currency fluctuations, foreign exchange controls, inflation, the domestic and international prices for crude oil and its derivatives, the ability to realize cost savings and operating efficiencies without unduly disrupting business operations, replacement of oil and gas reserves, environmental, regulatory and legal considerations, including the imposition of further government restrictions on our business, changes in our business strategy and operations, our ability to find partners or raise funding under our current control, the ability to maintain our concessions, and general economic and business conditions in Argentina, as well as those factors described in the filings made by YPF and its affiliates with the SEC, the CNV and any stock market, as applicable, in particular, those described in “Item 3. Key information—Risk factors” and “Item 5. Operating and financial review and prospects”. YPF does not undertake to publicly update or revise these forward-looking statements even if experience or future changes make it clear that the projected results or condition expressed or implied therein will not be realized.
1 ton = 1 metric ton = 1,000 kilograms = 2,204 pounds
1 barrel = 42 U.S. gallons
1 ton of oil = approximately 7.3 barrels (assuming a specific gravity of 34 degrees API (American Petroleum Institute))
1 barrel of oil equivalent = 5,615 cubic feet of gas = 1 barrel of oil, condensate or natural gas liquids
1 barrel of oil, condensate or natural gas liquids = 0.159 cubic meters
1 kilometer = 0.63 miles
1 million Btu = 252 termies
1 cubic meter of gas = 35.3147 cubic feet of gas
1 cubic meter of gas = 10 termies
1,000 acres = approximately 4 square kilometers
2
Oil and gas reserves definitions used in this annual report are in accordance with Regulations S-X and S-K, as amended by the SEC final rule, Modernization of Oil and Gas Reporting (Release Nos. 33-8995; 34-59192; FR-78; File No. S7-15-08; December 31, 2008) and relevant guidance notes and letters issued by the SEC’s staff.
The following terms have the meanings shown below unless the context indicates otherwise:
“Acreage”: The total area, expressed in acres or km2, over which YPF has interests in exploration or exploitation.
“Basin”: A depression in the crust of the Earth formed by plate tectonic activity in which sediments accumulate. Continued sediment accumulation can cause further depression or subsidence.
“Block”: Areas defined by exploitation concession, exploration permit or operating contracts signed by YPF.
“Crude oil” or “oil”: Crude oil with respect to YPF’s production and reserves, includes condensate.
“Development”: The drilling, construction and related activities following discovery that are necessary to begin production of oil and gas fields.
“Exploitation concession”: A grant of access for a defined area and time period that transfers certain entitlements to produce hydrocarbons from the host country to a company. The holder of the concession generally has rights and responsibilities for the exploration, development, production and sale of hydrocarbons, and typically, an obligation to make payments at the signing of the concession and once production begins pursuant to applicable laws and regulations.
“Exploration permit”: A permit that confers the exclusive right to carry out all the activities required for the search for hydrocarbons within the perimeter delimited by the permit and during the terms established by applicable laws and regulations. The holder of an exploration permit has the right to obtain an exclusive concession for the exploitation of hydrocarbons discovered in the perimeter delimited by the permit, in accordance with the regulations in force at the time the permit is granted.
“Field”: One or more reservoirs grouped by or related to the same general geologic structural feature or stratigraphic condition.
“Formation”: The fundamental unit of lithostratigraphy. A body of rock that is sufficiently distinctive and continuous to be mapped.
“Gas” or “Natural gas”: Natural gas with respect to YPF’s production and reserves.
“Hydrocarbons”: Crude oil, natural gas liquids and natural gas.
“Natural gas liquids”: Natural gas liquids are hydrocarbons, in the same family of molecules as natural gas and crude oil, composed exclusively of carbon and hydrogen. Production and reserves may include ethane, propane, butane, isobutane, and natural gasoline (pentanes plus) in different proportions depending on the field and processing plant.
“Net acreage”: YPF’s proportional acreage based on its interest in the relevant exploration permit or exploitation concession.
“Surface conditions”: Represents the pressure and temperature conditions at which volumes of crude oil, natural gas and NGLs are measured for reporting purposes. It is also referred to as standard conditions. For YPF these conditions are 14.7 pound per square inch (“psi”) for pressure and 60 Fahrenheit degrees for temperature. All volume units expressed in this report are at surface conditions.
3
“bbl”
Barrels
“bbl/d”
Barrels per day
“bcf”
Billion cubic feet
“bm3”
Billion cubic meters
“boe”
Barrels of oil equivalent
“boe/d”
Barrels of oil equivalent per day
“GWh”
Gigawatt hours
“kbbl”
Thousand barrels
“kbbl/d”
Thousand barrels per day
“kboe”
Thousand barrels of oil equivalent
“kboe/d”
Thousand barrels of oil equivalent per day
“kg”
Kilograms
“km”
Kilometers
“km2”
Square kilometers
“km3”
Thousand cubic meters
“ktn”
Thousand tons
“liquids”
Crude oil, condensate and NGLs
“LNG”
Liquefied natural gas
“LPG”
Liquefied petroleum gas
“M”
Million
“m3”
Cubic meter
“m3/d”
Cubic meters per day
“Mbbl”
Million barrels
“Mboe”
Million barrels of oil equivalent
“MBtu”
Million British thermal units
“Mm3”
Million cubic meters
“Mm3/d”
Million cubic meters per day
“MW”
Megawatt
“MWh”
Megawatt hour
“NGLs”
Natural gas liquids
“tn”
Ton
“tn/y”
Tons per year
4
Not applicable.
Risk factors
The risks and uncertainties described below are those known by us as of the date of this annual report. However, such risks and uncertainties may not be the only ones that we could face. Additional risks and uncertainties not presently known to us or that we currently consider immaterial may also impair our business, financial condition and results of operations. The risks described below should be read together and in conjunction with the detailed discussions contained elsewhere in this annual report. Further background and measures that we use when assessing various risks are set out in the remaining sections of this annual report.
You should carefully consider the risks described below, as well as the other information in this annual report, before making an investment decision in us. Our business, financial condition and results of operations could be materially and adversely affected by any of these risks.
Risks relating to Argentina
The Argentine Republic owns 51% of the shares of YPF S.A.
The Argentine Republic owns 51% of the shares of YPF S.A. and, consequently, the Argentine government is able to decide all matters requiring approval by a majority of shareholders, including the election of the majority of the members of YPF S.A.’s Board of Directors. We cannot assure you that decisions taken by our controlling shareholder would not differ from your interests as a shareholder (including the pricing policy of all our main products) and thus affect our operational decisions.
Presidential elections take place in Argentina every four years and legislative elections every two years, resulting in the partial renewal of both chambers of the Argentine Congress. The result of presidential as well as legislative mid-term and full-term elections may lead to changes in government policies that impact upon YPF S.A. We cannot predict the impact that new governmental measures will have or their timing, nor can we estimate the impact they may have on our business, financial condition and results of operations. See “Item 5. Operating and financial review and prospects—Macroeconomic conditions”.
Our business is largely dependent upon economic conditions in Argentina
Most of our operations, properties and customers are located in Argentina and, as a result, our business is to a large extent dependent upon economic conditions prevailing in Argentina. You should make your own assessment about Argentina and prevailing conditions in the country before taking an investment decision in us. See “Item 5. Operating and financial review and prospects—Macroeconomic conditions”.
Argentine economic conditions are dependent on a variety of factors, including, but not limited to, the following: international demand and prices for Argentina’s commodity exports; competitiveness and efficiency of domestic industries and services; stability and competitiveness of the Argentine peso against foreign currencies; foreign and domestic investment and financing; level of foreign exchange reserves in the Central Bank of the Argentine Republic (“BCRA”) which may cause changes in currency values and exchange and capital control regulations (including to import equipment, service our cross border indebtedness and other necessities relevant for operations); high level of indebtedness; high interest rates; high levels of inflation generating wage and price controls; adverse external economic shocks; changes in economic or fiscal policies implemented by the Argentine government; labor disputes and work stoppages; the level of expenditure by the Argentine government and the ability to reach and sustain fiscal balance; the level of unemployment; political instability and social tensions, such as land-takings and claims in areas where we operate.
Changes in economic, political and regulatory conditions in Argentina and measures taken by the Argentine government have had and are expected to continue to have a significant impact on us. We cannot predict the ultimate impact of any measures that the Argentine government has adopted or may adopt in the future, or whether those measures will have the effects pursued. Uncertainty with respect to government policies may lead to additional volatility of Argentine stock market prices including companies that operate in the energy sector, given the degree of state regulation this industry has historically had. Additionally, we cannot guarantee that the current policies that apply to the oil and gas industry will not be modified in the future.
In past decades, the Argentine economy has experienced significant volatility, including numerous periods of low or negative growth and high and variable levels of inflation and currency devaluation. No assurances can be given that the Argentine economy will grow in the future on a sustainable basis. If economic conditions in Argentina were to deteriorate, if inflation were to accelerate, if Argentina is not able to refinance its debt, if federal fiscal balances were negative affecting the Argentine government´s ability to access long term financing, or if the Argentine government’s measures to attract or retain foreign investment and international financing in the future to incentivize domestic economy activity are unsuccessful, such events could adversely affect Argentina’s economic growth and in turn affect our business, financial condition and results of operations.
According to a Morgan Stanley Capital International (“MSCI”) release, Argentina was considered an emerging market until June 2021, when it was classified as a standalone market. Economic and market conditions in Argentina and in emerging market countries, especially those in Latin America, influence the market for securities issued by Argentine companies. Volatility in securities markets in Latin America and in emerging market countries, as well as potential increases in interest rates in the United States and other developed countries, may have a negative impact on the trading value of our securities and on our ability and the terms on which we are able to access international capital markets. In addition, standalone markets include additional risks such as government restrictions that may limit investments and risks associated with political developments.
There are outstanding claims, arbitral awards and judgments against the Argentine government, including those before the International Centre for Settlement of Investment Disputes (“ICSID”) and in other foreign courts, which if decided adversely and/or enforced against the Argentine government, could have a substantially adverse effect on the Argentine government’s ability to implement reforms and to foster economic growth.
In addition, a lack of a solid and transparent institutional framework for contracts with the Argentine government and its agencies and corruption allegations have affected Argentina. The Argentine government, recognizing these issues, has announced several measures aimed at strengthening Argentina’s institutions and reducing corruption. No assurance can be given that the implementation of these measures will be successful.
We cannot assure you that any of the factors mentioned above and the perception of risk in Argentina may not have a material adverse effect on our ability to raise capital, including our ability to refinance our debt at maturity, which would negatively affect our investment plans and consequently our business, financial condition and results of operations, and also have a negative impact on the trading values of our debt or equity securities.
5
Argentina’s ability to obtain financing from international capital markets could be limited, which may have an impact on our ability to access those markets
In past years Argentina has experienced financial distress, leading to an increase in the incurrence of public debt.
On January 28, 2022, the Argentine government reached an agreement with the International Monetary Fund (“IMF”), approved through Law No. 27,668, to refinance US$ 44.0 billion of debt incurred between 2018 and 2019 under a Stand-By Agreement, originally scheduled to be paid in the years 2021, 2022 and 2023. On March 25, 2022, the IMF approved a 30-month agreement (the Extended Fund Facility, “EFF”) for Argentina amounting to US$ 44.0 billion. Subsequently, on March 11, 2025, Decree of Necessity and Urgency (“DNU” by its acronym in Spanish) No. 179/2025 was published by which the Argentine Executive Branch approved to enter into a new 10-year EFF with the IMF, the purpose of which will be mainly to refinance liabilities, including non-transferable treasury bills and the amounts pending amortization under the EFF in effect on that date. In April 2025, the Argentine government entered into a new four-year EFF with the IMF, which provided for total disbursements of US$ 20 billion, including an initial disbursement of US$ 12 billion which took place in April 2025, a second disbursement of US$ 2 billion which took place in August 2025, and subsequent disbursements over the term of the agreement. Each disbursement is subject to quarterly reviews and is repayable over 10 years, with a grace period of four and a half years.
We cannot assure that the targets of the upcoming reviews will be met, and we also cannot predict the impact of the implementation of this agreement on Argentina’s ability (and indirectly the ability of Argentine companies) to access the international capital markets. Moreover, the long-term impact of these measures and any future measures taken by the Argentine government on the local economy remains uncertain.
In spite of the restructuring of the Argentine public debt since 2020 and Argentina’s recent credit rating improvements, international markets remain cautious about the sustainability of Argentina’s debt and, therefore, although country risk indicators have decreased since the fourth quarter of 2024, they remain high when compared to the average of those of the region. There can be no assurances that Argentina’s credit ratings will be maintained or that they will not be downgraded, suspended or cancelled. Any credit rating downgrade, suspension or cancellation for Argentina’s sovereign debt may have an adverse effect on the Argentine economy, our ability to access international capital markets and our business. As such, any adverse effect on our business due to changes in Argentina’s credit rating may adversely affect the market price and trading of our securities. See “Item 5. Operating and financial review and prospects—Macroeconomic conditions”.
The Argentine economy has been and could be adversely affected by economic developments in other markets
Financial and securities markets in Argentina and the Argentine economy are influenced by the effects of global or regional financial crisis and market conditions in other markets worldwide. Global economic instability and uncertainty about global trade policies could impact the Argentine economy and jeopardize Argentina’s ability to stabilize its economy, such as the deterioration of economic conditions in Brazil (Argentina’s main trading partner) and of the economies of other major trading partners of Argentina, such as China or the United States, increases in the interest rates in the United States and other developed countries, geopolitical tensions among the United States and several foreign countries, worldwide conflicts such as between the United States, Israel and Iran, regional conflicts such as between Russia and Ukraine or in the Middle East, decisions by the Organization of Petroleum Exporting Countries (“OPEC”) and other non-OPEC oil-producing countries with respect to oil production that affect crude oil prices, idiosyncratic, political and social discords, terrorist attacks, military conflicts, sovereign debt downgrades and a pandemic disease. Although economic conditions vary from country to country, investors’ reactions to events occurring in one country sometimes demonstrate a “contagion” effect in which an entire region or class of investment is disfavored by international investors.
Consequently, there can be no assurance that the Argentine economy and securities markets will not be adversely impacted by events affecting developed economies, emerging markets or any of Argentina’s major trading partners, which could in turn adversely affect our business, financial condition and results of operations, and the market value of our shares and ADSs. Furthermore, a significant devaluation of the currencies of our trading partners or trade competitors may adversely affect the competitiveness of Argentina and consequently, adversely affect Argentina’s economy and our business, financial condition and results of operations.
We may be exposed to fluctuations in foreign exchange rates
Historically the devaluation of the Argentine peso has had a negative impact on the economy and has also led to an increase in inflation, which in turn has had a direct impact on the economy. In addition, our results of operations are exposed to currency fluctuations and any devaluation of the Argentine peso against the U.S. dollar and other hard currencies may adversely affect our business and results of operations. As our revenues are mainly collected in Argentine pesos, we are exposed to Argentine peso/U.S. dollar exchange rate risk of Argentine peso-denominated trade receivables.
On the other hand, a substantial increase in the value of the Argentine peso against the U.S. dollar could adversely affect Argentina’s economic competitiveness. A significant real appreciation of the Argentine peso would adversely affect exports and reduce Argentina’s trade surplus or cause a trade deficit, which could have a negative effect on Gross Domestic Product (“GDP”) growth and employment.
As a result of the historical Argentine peso’s volatility, the Argentine government and the BCRA implemented several measures and regulations to stabilize its value. See “Item 5. Operating and financial review and prospects—Macroeconomic conditions” and “Item 5. Operating and financial review and prospects—Liquidity and capital resources”.
We cannot predict whether, and to what extent, the value of the Argentine peso may depreciate or appreciate against the U.S. dollar or other hard foreign currencies, nor the way in which we will be able to pass-through those variations to the prices of our products and how any such fluctuations could affect the demand for the products we offer, thus affecting our business.
We are subject to exchange and capital controls
The Argentine government and the BCRA have implemented certain measures that control and restrict the ability of companies and individuals to access the foreign exchange market to purchase foreign currencies and to transfer such currencies abroad. Those measures include restricting access to the Argentine foreign exchange market for the payment of dividends to non-resident stakeholders, restrictions on the acquisition of any foreign currency to be held as cash in Argentina, requiring exporters to repatriate and settle in Argentine pesos in the local exchange market, limitations on the transfer of securities into and from Argentina, establishing certain mandatory refinancing of debt maturities, among others.
There can be no assurance that the BCRA or other government agencies will not increase or relax such controls or restrictions, make modifications to these regulations, impose further mandatory refinancing plans related to our indebtedness payable in currencies other than the Argentine peso, establish more severe restrictions on currency exchange, or maintain the current foreign exchange regime or create multiple exchange rates for different types of transactions, substantially modifying the applicable exchange rate at which we acquire currency to pay imports and/or to service our outstanding liabilities denominated in currencies other than the Argentine peso, all of which could affect our ability to comply with our financial obligations when due, raise capital, refinance our debt at maturity, obtain financing, execute our capital expenditure plans, and/or undermine our ability to pay dividends to foreign shareholders. Consequently, these exchange controls and restrictions could adversely and materially affect our business, financial condition and results of operations. See “Item 5. Operating and financial review and prospects—Liquidity and capital resources” and “Item 10. Additional information—Exchange regulations”.
6
Variations in interest and exchange rates on our current and/or future financing arrangements may result in significant increases in our borrowing costs
As of December 31, 2025, 5% of our total debt is sensitive to changes in interest rates. Consequently, variations in interest rates could result in changes in the amount required to cover our debt service obligations and in our interest expense, thus affecting our financial condition and results of operations. Furthermore, as the Company may refinance its debts at maturity, an increase in market interest rates as of such dates could result in an increase in our interest expense for the future. See Note 4 to the Audited Consolidated Financial Statements.
Interest and principal amounts payable pursuant to debt obligations denominated in or indexed to U.S. dollars are subject to variations in the Argentine peso/U.S. dollar exchange rate that could result in a significant increase in Argentina peso terms in the amount of the interest and principal payments in respect of such debt obligations. If our revenues or other income are not able to effectively cover all or a significant portion of our currency risk exposure, a devaluation of the Argentine peso may have a material adverse effect on our financial condition and results of operations, see “Item 3. Key information—Risk factors—Risks relating to our business—Pricing of our products in Argentina and fluctuations in international prices of oil and refined products may adversely affect our results of operations”.
Changes in Argentine tax laws and/or the implementation of new export duties, other taxes and/or import regulations could adversely affect our business
We cannot assure that the Argentine government will not adopt additional changes and reforms in tax matters, nor that these reforms and those that may be adopted in the future will not adversely affect our business, financial condition and results of operations.
Historically the Argentine government has imposed duties on exports, including exports of hydrocarbon products. We cannot assure you that taxes and import/export regulations will not be modified in the future or that other new taxes or import/export regulations will not be imposed, which may adversely affect our business, financial condition and results of operations. See Notes 35.h) and 35.i) to the Audited Consolidated Financial Statements.
The Argentine government introduced changes in the corporate income tax rate and distribution of dividends tax rate in the last few years. We cannot assure you that the Argentine government will not adopt additional changes and reforms in the income tax rate, nor that these reforms and those that may be adopted in the future will not adversely affect our business, financial condition and results of operations. See “Item 10. Additional information—Taxation”.
Risks relating to our business
Pricing of our products in Argentina and fluctuations in international prices of oil and refined products may adversely affect our results of operations
Most of our revenues in Argentina are derived from sales of refined products (mainly, gasoline and diesel) and, to a lesser extent, natural gas and crude oil.
Our pricing policy for fuels takes into account several factors such as international and local crude oil prices, international prices of refined products, processing and distribution costs, biofuel prices, exchange rate volatility, local demand and supply, competition, inventories, export duties, local taxation, domestic margins for our products, among others. Our expectation is to align, over time, our local prices with those of international markets, while seeking to maintain a reasonable relationship between local prices of crude oil and fuels, without considering short-term fluctuations; however, we cannot assure you that other critical factors that are also considered in our pricing policy (including, but not limited to, changes in the exchange rate, or in international prices or potential legal or regulatory limitations, or other limitations that affect the ability of markets to deal with price changes), will not have an adverse impact on our ability to maintain such relation, while volatility and uncertainty in the international prices of crude oil and its derivatives, fluctuations in the value of the Argentine peso, will likely persist as they remain strongly influenced by conditions and expectations of world supply, demand and geopolitical tensions, among other factors, also potentially having an adverse effect on our export revenues.
If prices for our refined products do not match cost increases (including, but not limited to, local crude oil prices) or if the Argentine government establishes general price controls (including price freezes) on products that we commercialize such as fuels, it could have a negative effect on our business, financial condition and results of operations. See “Item 5. Operating and financial review and prospects—Macroeconomic conditions—Hydrocarbon market”.
Regarding the natural gas market, the revenues we obtain from selling natural gas in Argentina to certain segments, particularly residential clients and generation plants have been subject to government regulations and thus could be negatively affected by changing policies. In addition, we may face challenges in connection with the incentive programs established by the Argentine government for the natural gas industry, which are subject to certain regulations and commitments (in terms of investments and production). Changes in regulations or any breach by us to our obligations under such incentive programs could affect our projections or profitability. See “Item 4. Information on the Company—Business organization—LNG and Integrated Gas”.
The prices that we are able to obtain for our hydrocarbon products together with the actual volumes produced, processed and dispatched affect the viability of investments in new exploration, development and refining projects and, as a result, the timing and amount of our projected capital expenditures for such purposes. We budget capital expenditures by considering, among other things, market prices for our hydrocarbon products. Furthermore, we may be required to write down the carrying value of our property, plant and equipment if estimated crude oil and natural gas prices decline or if we have substantial downward adjustments to our estimated reserves, increases in our operating costs or increases in the discount rate that reflects the weighted average cost of the capital employed, among other factors. See “Item 5. Operating and financial review and prospects—Critical accounting estimates”.
An outbreak of a disease may have material adverse consequences on our operations
An outbreak of a pandemic, disease or similar public health threat may have material adverse consequences for the global economy, could materially and adversely affect our business, financial condition and results of operations as was the case with the COVID-19 pandemic. Some of the adverse effects, among others, could be: adverse impacts on financial markets; reduction in hydrocarbon products demand and, therefore, in our revenues, generating the reduction of our activity and investment levels; significant drop in the international crude oil price, resulting from the combined effect of a sharp drop in demand as well as the failure of hydrocarbon producers to orderly reduce supply; negative effects on Argentina’s economic environment; and substantial changes in companies and social behavior and the potential impact in the sale of fuels.
We cannot predict or estimate the future negative impact that a pandemic, disease or similar public health threat will have on our business, financial condition and results of operations, since it will depend on events outside of our control, including the intensity and duration of those events and the measures taken by governments worldwide, including the Argentine government, in order to contain them and/or mitigate the economic impact.
Our domestic operations are subject to extensive and changing regulation
The Argentine oil and gas industry is subject to changing governmental regulations and controls. As a result, our business is to a large extent dependent upon regulatory and political conditions prevailing in Argentina and our financial condition and results of operations may be adversely affected by regulatory and political changes in Argentina. We may face risks and challenges relating to government regulation and control of the energy sector, including laws, regulations and rules enacted by federal, provincial and local governments regarding the award of exploration permits and/or exploitation concessions, export controls, import restrictions (including those related to authorizations for the transfer of funds for foreign payments), investment requirements, taxation, price controls which may prevent the pass-through of increased costs, quality requirements for petroleum products, labor, hydraulic stimulation, drilling activities and other environmental aspects, among others. See “Item 5. Operating and financial review and prospects—Macroeconomic conditions”.
7
Although Law No. 27,742 (“Bases Law”) established the free export of hydrocarbons and/or their derivatives subject to the Argentine Secretariat of Energy (“SE”)‘s non-objection, in recent years the Argentine government made certain changes in regulations and policies governing the energy sector to prioritize domestic demand at stable prices in order to sustain economic recovery, and we cannot assure that such regulations will not be implemented again in the future. See “Item 3. Key information—Risk factors—Risks relating to our business—We are and could be subject to further import and export restrictions, which may cause us to declare force majeure under certain contracts”. In addition, although the Bases Law promotes deregulation and a Large Investment Incentive Regime (“RIGI” by its acronym in Spanish), we cannot assure that changes to such regulations will not occur, and such changes could impact the Company’s projects assuming that these programs will remain in force.
We cannot assure you that changes in applicable laws and regulations, or adverse judicial or administrative interpretations of such laws and regulations, will not adversely affect our business, financial condition and results of operations. See Notes 18 and 35 to the Audited Consolidated Financial Statements.
Increased interest rates, uncertainty and illiquidity in credit and capital markets may impair our ability to obtain credit and financing, or obtain them on acceptable terms
Our activities are capital intensive and may require that we obtain credit and financing in order to execute our investment plans. Our ability to obtain such credit and funds depends largely on capital markets and liquidity factors that we do not control, including those related to the cost of financing. Our ability to access credit and capital markets at acceptable terms may be restricted at times when we would like, or need, to access those markets, which could have an adverse impact on our business, financial condition and investing activities.
As a result of many factors, including international and local financial market conditions, Argentina’s ability to renegotiate or repay its debts and its consequences on the economy and us, macroeconomic conditions, country risk premiums, exchange and capital controls, credit ratings agencies’ actions, banks and investors’ liquidity, among other factors, there can be no assurance that we will be able to repay or refinance our existing indebtedness at maturity in accordance with our plans.
In addition, we are regularly evaluated by the major credit rating agencies based on a number of factors, including our financial condition, the operating environment in which we operate, and factors affecting the oil and gas industry and macroeconomic conditions in general. Any downgrade in our credit rating or announcement that our credit rating is under review for possible downgrade could limit our ability to raise funds or increase the cost associated with any additional indebtedness we incur.
A significant percentage of our cash flow from operations is derived from counterparties that are governmental entities
In the normal course of business and considering that we are the largest integrated oil and gas company in Argentina, our portfolio of clients and suppliers includes private sector, state-owned companies and governmental entities.
If certain governmental counterparties do not pay accrued amounts in cash or cash equivalents, change the established conditions through alternatives not provided for in the respective contracts or plans or are only able to make such payments or redemptions through delivery of financial instruments that may delay collection in excess of our estimates, our business, financial condition and results of operations could be adversely affected (see “Item 7. Major shareholders and related party transactions—Related party transactions” and Note 36 to the Audited Consolidated Financial Statements). The inability of these customers to make payments, or to make payments in a timely manner or in full, may adversely affect our business, financial condition and results of operations. The aforementioned is applicable, among other receivables, to balances receivable from incentive programs structured by the Argentine government to promote hydrocarbon production, such as the Plan GasAr (see Note 35.f.1) to the Audited Consolidated Financial Statements).
We are and could be subject to further import and export restrictions, which may cause us to declare force majeure under certain contracts
The Bases Law, which amended Law No. 17,319, as amended by Law No. 27,007 (“Argentine Hydrocarbons Law”), established that international trade of hydrocarbons and its derivatives is free, according to the terms and conditions established by the Argentine Executive Branch. In this sense, through Regulatory Decree No. 1,057/2024, it was established that the SE may object in whole or in part to the export of hydrocarbons, only based on the technical and/or economic reasons that affect the security of supply in the domestic market. However, as of the date of this annual report, the prior authorization requirement and the criteria and procedures to authorize exports of crude oil and/or its derivatives have not been expressly abrogated (see Notes 35.a.1) and 35.b.1) to the Audited Consolidated Financial Statements).
In addition, although as of the date of this annual report there are no natural gas export restrictions in place affecting firm exports permits granted under Plan GasAr, in the past, the Argentine government took measures requiring us to divert part of our natural gas production away from exports to the domestic market restricting us from being able to meet our contractual gas export commitments in whole or in part, leading to disputes with our export clients and other service providers forcing us to declare force majeure under certain agreements.
Due to past restrictions, we are unable to assure whether any future measures will be adopted that could negatively affect our ability to export natural gas, export or import crude oil and diesel or other products and, accordingly, our business, financial condition and results of operations.
Our oil and gas reserves and production may decline
The rate of oil and gas production from upstream fields generally declines as reserves are depleted. If we do not successfully conduct exploration and development activities through geological and engineering studies, among others, in our fields, our estimated oil and gas reserves will decline as reserves are produced, and our business could experience reduced cash flows, resulting in an adverse effect on our financial condition and results of operations.
We face certain challenges in order to replace the crude oil and natural gas we produce. In addition, we expect that unconventional development will require us to maintain high levels of investments in future years, principally in connection with the Vaca Muerta formation. The financial viability of these investments and development efforts will generally depend on the prevailing economic and regulatory conditions in Argentina, as well as the local and international market prices of hydrocarbon products. These material risks are also inherent to the oil and gas industry.
We may not be able to replace our oil and gas reserves with cost-effective discovery, acquisition and development of new reserves, which could have a negative impact on our business, financial condition and results of operations.
Our oil and gas reserves are estimates
We estimate our reserves using geological and engineering data to determine with reasonable certainty whether the crude oil or natural gas in known reservoirs is recoverable and economically viable. The accuracy of reserves estimates depends on a number of factors, assumptions and variables, some of which are beyond our control. These factors over which we have no control include changes in prevailing crude oil and natural gas prices, which could have an effect on the quantities of our reserves; changes in the prevailing tax rules, other government regulations and contractual conditions after the date estimates are made (which could make reserves no longer economically viable to exploit); and certain actions of third parties, including the operators of fields in which we have an interest, among others.
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Factors susceptible to our control include, but are not limited to, drilling, testing and production, which results may affect the initial reserves estimates, depending on the quality of available geological, technical and economic data used by us and our interpretation thereof; the production performance of the reservoirs and the recovery rates, both of which depend in significant part on available technologies as well as our ability to implement such technologies and the relevant know-how; the selection of third parties with which we enter into business; and the accuracy of our estimates of initial hydrocarbons in place, which may prove to be incorrect or require substantial revisions.
The international price of crude oil has fluctuated significantly in the past. If these prices decrease significantly in the future or if domestic prices are set lower than in international markets, as well as any other substantial cost increase, our future calculations of estimated reserves would be based on lower prices, which could result in a removal of non-economic reserves from our reserves in future periods. See Note 2.c) “Oil and gas reserves” section to the Audited Consolidated Financial Statements.
As a result of the foregoing, reserves estimates are not precise and are subject to revisions. Any downward revision in our estimated quantities of reserves could adversely impact our financial results by leading to increased depreciation, depletion and amortization charges, resulting in impairment reviews of our property, plant and equipment which could reduce earnings and shareholders’ equity in the period in which it occurs.
See “Item 4. Information on the Company—Business organization—Upstream—Oil and gas reserves”.
Oil and gas activities are subject to significant economic, social, environmental and operational risks
Oil and gas exploration and exploitation activities are subject to particular economic and industry-specific operational risks, some of which are beyond our control, such as equipment and transportation risks, natural hazards and other uncertainties, including those relating to the physical characteristics of onshore and offshore oil and gas fields. Our operations may be curtailed, delayed or cancelled due to bad weather conditions, mechanical difficulties, shortages or delays in the delivery of equipment, compliance with governmental requirements, fire, explosions, blow-outs, pipe failures, abnormally pressured formations, strikes by our own or third-party employees and environmental hazards, such as oil spills, gas leaks, ruptures or discharges of toxic gases. In addition, we operate in politically sensitive areas where the native population has interests that may conflict with our production or development objectives. If these risks materialize, our operations may suffer substantial operational losses and disruptions and our reputation may be harmed, which could materially and adversely affect our business, financial condition and results of operations. Additionally, if any operational incident occurs that affects local and/or ethnic communities in nearby areas, we will need to incur additional costs and expenses in order to restore affected areas and compensate for any damages we may cause. These additional costs may have a negative impact on the profitability of the projects we may decide to undertake.
Drilling may be unprofitable, not only with respect to dry wells, but also with respect to wells that are productive but do not produce sufficient revenues to return a profit after drilling, operating and other costs are considered.
Our oil and gas field facilities, refineries and logistics network are our principal production facilities and distribution network on which a significant portion of our revenues depends. Although we insure our properties under terms that we deem prudent and have adopted and maintain safety measures, any significant damage, accident, or other production stoppage at our facilities or in our network could adversely and materially affect our production capabilities, financial condition, and results of operations.
We rely on suppliers of goods and services for the operation and execution of our projects and, as a result, we may be both adversely affected by failures, delays and/or increased costs of such suppliers, or the quality of the products provided by such suppliers. In these cases, we may ultimately need to postpone our projects, which may have an adverse effect on our financial condition and results of operations. Additionally, there may be risks of delays in the customs clearance process caused by external factors or import restrictions, which may impact the supply of goods to us and affect our operations and projects.
Our business depends on complex, long-term and capital-intensive projects
Our projects require a high degree of project management expertise to maximize efficiency. We use a range of crude oil product prices, natural gas prices, costs, taxes, among other assumptions, which we review on a periodic basis. These assumptions help us evaluate our projects through a robust capital allocation process. If our assumptions prove to be incorrect, our earnings, cash flows and financial condition could be materially affected.
Specific factors that can affect the performance of major projects (including those in the Vaca Muerta formation and the Argentina LNG project) include our ability to: successfully negotiate with joint ventures partners, governments, suppliers, unions, customers or others; model and optimize reservoir performance; develop production facilities and distribution network; develop markets for project outputs; obtain project approvals and funding by joint venture partners; obtain financing at reasonable costs and on reasonable terms; have sufficient treatment and transportation capacity in place to be able to fully evacuate our crude oil and natural gas production growth; access to and availability of equipment and necessary technology, services and personnel; manage changes in operating conditions and costs, including costs of third-party equipment’s or services; prevent, to the extent possible, and respond effectively to unforeseen technical difficulties that could delay project start-ups or cause unscheduled project downtimes. Moreover, increasing unconventional oil production requires the adjustment of our refineries and other facilities to enlarge the proportion of light crude oils to be processed to be able to remain vertically integrated.
We conduct most of our major projects (including unconventional exploitation operations and the Argentina LNG project) through joint operations and as a result, the continuation of such joint operations is vital to their success. In the event that any of our business partners were to decide to terminate the relationship in respect of a joint operation or sell their interest in a joint operation, we may not be able to replace that business partner or obtain the necessary financing to purchase that business partner’s interest. Accordingly, our failure to resolve disagreements with our business partners or to maintain our joint operations could adversely affect our ability to conduct the underlying operations of such joint operations, which, in turn, could negatively affect our financial condition and results of operations.
Our business depends to a significant extent on our production facilities and logistics network. We may face risks related to restrictions or limitations to evacuate our crude oil and natural gas production as a result of the lack or limited capacity of infrastructure to process and/or transport production. Most of the expansion capacity investments will be carried out through our midstream affiliates, which we do not control (for example, Oleoductos del Valle S.A. (“Oldelval”), VMOS S.A. (“VMOS”), etc.).
We may continue to consider acquisition opportunities, which may not be successful
We have occasionally expanded our business through certain acquisitions and will continue to consider attractive acquisition opportunities that we believe may offer additional value and are consistent with our active portfolio management strategy. However, we cannot assure you that we will be able to identify suitable acquisition opportunities, or if identified, to acquire them; nor that we will be able to successfully complete the integration of new businesses and capture expected synergies, as such integrations entail significant risks, including valuation adjustments and the assumption of undisclosed liabilities, which could have a material adverse effect on our business, results of operations, cash flow or financial condition.
Additionally, some of our subsidiaries, joint ventures and associates’ investment projects have been or could be guaranteed by YPF S.A., resulting in the incurrence of additional guaranteed debt and causing us to become liable for such obligations. If such subsidiaries, joint ventures and associates are unable or fail to pay any of their indebtedness in respect of which YPF S.A. has provided a guarantee, we may be required to pay all amounts due under such indebtedness up to our ownership in capital stock with respect to the defaulted company, which may affect our financial condition. See Note 34.d) to the Audited Consolidated Financial Statements.
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We may fail to execute in whole or in part our optimization plan of the conventional upstream portfolio
An important part of YPF’s success depends on our ability to successfully manage our overall portfolio, including diversification among types and locations of our projects and strategies to divest assets.
On February 29, 2024, YPF’s Board of Directors resolved the disposal of certain groups of assets, mainly mature fields from Golfo San Jorge, Neuquina, Cuyana and Austral basins. This disposal of assets related to mature fields, named “Mature Fields Project”, is consistent with the Company’s management plans, which considers that the ongoing portfolio optimization through the divestment of non-core assets, such as mature fields, is one of the drivers on which YPF’s strategy is based, focusing on activities and investments in unconventional fields. In this sense, during 2024 and significantly in 2025, the Company made progress in the execution of assignment agreements. Additionally, in 2025, the Company included further conventional exploitation concessions to the optimization plan of the conventional upstream portfolio.
However, as of the date of this annual report, the Company maintains groups of assets as held for sale for which assignment agreements have not yet been signed and continue in negotiations with third parties for their disposal or reversal, and/or are still subject to the fulfillment of closing conditions, including applicable regulatory and provincial approvals. Although we remain committed to the plan and active negotiations for the disposal of such assets with third parties are in place, the failure to conclude in part the optimization plan of the conventional upstream portfolio may adversely affect our business, results of operations and cash flow.
In addition, we cannot assure that (i) we will be able to divest assets at a price or in the timeline contemplated in our plan, and/or (ii) we will not retain certain liabilities (whether known or unknown) by operation of applicable law in respect of divested assets following a divestment, including costs and expenses arising from eventual abandonment of wells and any required environmental remediation, among others, for which we may remain liable despite contractual provisions in our divestment agreements for the assumption of such costs and liabilities by the transferee of such assets. Additionally, as part of the implementation of the optimization plan of the conventional upstream portfolio, we have decided to revert certain fields to the granting provincial authorities (as opposed to an assignment to a third party), we were required by such authorities to make additional payments at the time of such reversions and/or remain liable for such costs and expenses in respect of the assets under such reversion.
See “Item 4. Information on the Company—Business organization—Upstream”, “Item 5. Operating and financial review and prospects—Liquidity and capital resources—Capital investments, expenditures and divestitures—Capital divestitures” and Note 11.a) to the Audited Consolidated Financial Statements.
We may not have sufficient insurance to cover all the operating hazards to which we are subject
Our operations are subject to extensive economic, operational, regulatory, legal and cybersecurity risks. We maintain insurance covering us against certain risks inherent in the oil and gas industry in line with industry practice, including loss of or damage to property and equipment, control of well incidents, loss of production or income incidents, removal of debris, sudden and accidental seepage pollution, clean up and third-party liability claims, including personal injury and loss of life, among other business risks. However, our insurance coverage, as usual, is subject to deductibles and limits on the maximum insured amounts of coverage which, in certain cases, may be materially exceeded by our losses and liabilities. In addition, certain of our insurance policies contain exclusions that could leave us with limited coverage in certain events.
Moreover, we may not be able to maintain adequate insurance at rates or on terms that we consider reasonable or acceptable or be able to obtain insurance against certain risks that materialize in the future. If we experience an incident against which we are not insured, or the costs of which materially exceed our coverage, it could have a material adverse effect on our business, financial condition and results of operations.
Argentine oil and gas exploitation concessions and exploration permits are subject to certain conditions and may be cancelled or not renewed
The extension of our exploitation concessions and/or exploration permits includes, among others, certain level of investment and activity commitments in certain periods. Non-compliance with the obligations and standards set out under the Argentine Hydrocarbons Law or agreements with the governmental authorities, as applicable, may also result in the imposition of fines and in the case of material breaches, following the expiration of applicable cure periods, the revocation of the concession or permit. We cannot assure you that non-compliance with certain commitments, as a result of relevant different conditions prevailing in the domestic and/or international oil and gas markets at different times, would not result in the imposition of fines or expiration of certain concessions or permits. See “Item 4. Information on the Company—Business organization—Upstream—Exploration permits and exploitation concessions in Argentina” and Note 35.a) to the Audited Consolidated Financial Statements.
We cannot provide assurances that any of our concessions and/or permits will be extended or renewed. The termination of, or failure to obtain the extension of a concession or permit, or its revocation, could have a material adverse effect on our business, financial condition and results of operations.
The oil and gas industry is competitive and our ability to achieve our strategic objectives and expand our business depends on our ability to successfully compete in the market and react to competitive forces
We compete with the major companies of the oil and gas industry operating in Argentina, mainly in the acquisition of licenses, exploration permits and exploitation concessions, as our competitors may be able to pay more for exploitation concessions and exploration permits and to evaluate, bid for and purchase a greater number of concessions and permits than our financial resources allow. In addition, there is substantial competition for capital available for investment in the oil and natural gas industry.
We are also affected by competition for drilling rigs and the availability of related equipment, which could lead to higher costs and/or shortages of resources. Additionally, the foreign exchange regime established in Argentina in the past decades has generated entry barriers for international service providers, therefore limiting the supply of oilfield goods and services in the country (see “Item 10. Additional information—Exchange regulations”).
Furthermore, if companies in the oil and gas industry advance more rapidly or pursue different paths in the development and deployment of new technologies, and if we do not effectively leverage progress in digital technologies, including artificial intelligence (“AI”), we could be adversely affected. Failure to remain commercially and technologically competitive could limit our ability to access new opportunities, which, in turn, may adversely affect our financial performance and our ability to execute our strategy.
As a result of the aforementioned factors, we may not be able to compete successfully in the future which could have a material adverse effect on our business, financial condition or results of operations. See “Item 4. Information on the Company—Competition”.
We may incur significant costs and liabilities related to environmental, health and safety matters
Operations in the oil and gas industry in which we participate, including those related to our mining and use of sand for purposes of our oil and gas operations, are subject to a wide range of environmental, health and safety laws and regulations. These laws and regulations have a substantial impact on our operations and could result in material adverse effects on our financial condition and results of operations. A number of events related to environmental, health and safety matters, including changes in applicable laws and regulations, adverse judicial or administrative interpretations of such laws and regulations, changes in enforcement policy, the occurrence of new litigation or development of pending litigation, and the development of information concerning these matters, could result in new or increased liabilities, capital expenditures, reserves, losses and other impacts that could have a material adverse effect on our financial condition and results of operations.
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Furthermore, water is an essential component of both the drilling and hydraulic fracturing processes. The Company regularly disposes of the fluids produced from oil and gas production operations. Increased regulation or limitations to the use of water for our operations, or increased scrutiny or limitations on the injection of produced water through injection wells, which could also result in increased litigation, could adversely affect our results of operations and financial condition. See “Item 8. Financial information—Legal proceedings” and “Item 4. Information on the Company—Our environmental, social and governance (“ESG”) commitment”.
Climate change and changes in future demand for energy products could affect our business
Climate change challenges and the commitments made globally to move towards a lower carbon economy could have an impact on YPF’s business and may involve risks related to changes in public policies, laws and regulations, markets, technologies, physical impacts on properties and operations associated with extreme climate events.
More stringent climate change commitments, as well as regulations and policies have been implemented in recent years by a significant number of countries, including the adoption of new regulatory requirements to reduce carbon dioxide (“CO2”) equivalent (“CO2e”) emissions, such as carbon taxes, increased efficiency standards or the adoption of cap-and-trade regimes. New regulations or requirements could impact YPF’s business whether in a direct way through changes in taxation or other costs to operations, or indirectly, through changes in technology, access to financing or consumer behavior.
There is local legislation on climate change and energy transition as it is described in “Item 4. Information on the Company—Our environmental, social and governance (“ESG”) commitment—Environmental matters in Argentina—Environmental regulations” related to the implementation of policies, strategies, actions, programs and projects to prevent, mitigate or minimize the damages or impacts associated with climate change.
If additional requirements were adopted in Argentina, these requirements could add to our production costs (including compliance related costs such as for monitoring or reducing greenhouse gas (“GHG”) emissions) adversely impact our competitiveness or stimulate part of the hydrocarbon demand toward lower-carbon energy sources such as renewable energies.
In 2023, the International Sustainability Standards Board (“ISSB”) issued two standards, IFRS S1 and S2, on sustainability and climate change-related disclosures aimed at capital markets. These standards are effective for annual reporting periods beginning on or after January 1, 2024. However, the adoption of those standards is not mandatory for YPF as the applicable local and international regulators have not yet adopted them. In March 2024, the SEC adopted rules on climate change-related disclosures. According to such rules, the first disclosures for large accelerated filers, such as YPF, were due in filings for fiscal years beginning on or after January 1, 2025. However, in April 2024, these rules were stayed as there are lawsuits challenging the legality of the rules in the U.S. Courts. As of the date of this report, the stay of these rules remains in effect, and it is uncertain whether these rules will be implemented or, if implemented, whether in their current form or a modified version. It is uncertain whether these or other climate disclosure rules may be adopted and apply to us in the future. Consequently, our processes and controls for reporting climate change-related disclosures may evolve in the future, including to respond to any requirements of the new rules or standards of the SEC, which could result in significant revisions to our new climate change-related disclosures. Furthermore, compliance with such rules or standards, if mandatory in the future, may result in additional legal, operational and administrative compliance costs.
The risks associated with climate change could impact our operations due to severe climate events, more uncertainty over future demand and prices for hydrocarbon products, more difficulties for us to access capital due to reputational issues with investors, tendency of financing other lower-risk sectors, changes in the consumer profile reducing its consumption of fossil fuels, talent attraction and changes in the world economy towards a lower carbon matrix with the insertion of complementary or substitute energy products for fossil fuels and the increasing use of electricity for urban mobility, among others. These factors could have a negative impact on the demand for our products and services and the development of our businesses, adversely impacting our operating and financial results and limiting our growth opportunities.
In addition, the pace and extent of the energy evolution could pose a risk to the Company if our product portfolio does not move in sync with society and the energy industry. If we are slower than society, our reputation may suffer and customers may prefer a different supplier which would adversely impact demand for our products, including the market value of our unconventional acreage and associated resources we expect to develop in the future. If we move faster than society, we risk investing in technologies, markets or low-carbon products that are unsuccessful because there is limited demand for them. Our failure in this regard could have a material adverse effect on our business, financial condition and results of operations.
We face risks relating to legal proceedings which may cause significant costs and losses
We are often involved in labor, commercial, civil, tax, criminal, environmental and administrative proceedings that, either alone or in combination with other proceedings, could, if resolved in whole or in part adversely to us, result in the imposition of material costs, fines, judgments or in other losses. While we believe that we have provisioned for such risks appropriately based on the opinions and advice of our external legal advisors and in accordance with applicable accounting rules, certain loss contingencies are subject to change as new information develops and it is possible that losses resulting from such risks could exceed any accruals we have provided and, consequently, could have a material adverse effect on our business, financial condition and results of operations.
In particular, we are party to proceedings filed by Petersen Energía Inversora, S.A.U., Petersen Energía, S.A.U., Eton Park Capital Management, L.P., Eton Park Master Fund, LTD. and Eton Park Fund, L.P., former holders of YPF S.A. ADRs evidencing ADSs, against the Argentine Republic and us, which are currently pending in the U.S. Court of Appeals for the Second Circuit. If these proceedings were to be resolved adversely to us, we could be held liable for significant costs and losses and our financial condition and results of operations could be materially and adversely affected. Moreover, plaintiffs in these and other proceedings against the Argentine Republic were granted court orders for the turnover of YPF S.A. shares held by the Argentine Republic. The turnover orders are currently subject to a stay, pending the Republic’s appeal of the orders. We are not a party to the turnover proceedings.
In addition, we may be subject to liabilities related to labor, commercial, civil, tax, criminal, environmental or administrative contingencies undisclosed to us when we acquire new businesses, in which case our business, financial condition and results of operations may be materially and adversely affected.
For additional information, see “Item 8. Financial information—Legal proceedings”.
We may be subject to organized labor action
Our operations have been affected by organized work disruptions and stoppages in the past and we cannot assure you that we will not experience them in the future, which could adversely affect our business and results of operations, especially in the context of diminished investment activities. Labor demands are commonplace in Argentina’s energy sector and unionized workers have blocked access to and damaged our properties in the past and thus we can provide no assurances for that not to happen again in the future.
Our performance is largely dependent on recruiting and retaining key personnel
Our current and future performance, the successful implementation of our strategy and the operation of our business are dependent upon the contributions of our senior management and our highly skilled team of engineers and other employees. Our ability to continue to rely on these key individuals is dependent on our success attracting, training, motivating and retaining key management and commercial and technical personnel with the necessary skills and experience. There is no assurance that we will be successful in attracting and retaining key personnel such as senior management, highly skilled team of engineers and other employees, and if so, to do it on a timely basis. Failure to retain key personnel or the inability to recruit suitable replacements or additional staff could have a material adverse effect on our business, financial condition and results of operations.
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We may suffer information technology system failures, network disruptions and breaches in data security
As dependence on digital technologies is expanding, cybersecurity incidents, including deliberate attacks or unintentional events, have been increasing worldwide. We rely on digital technologies to estimate quantities of oil and gas reserves, analyze seismic and drilling information, process and store financial and operating data, as well as to support our internal communications and interactions with our third-party business partners. Cyber-attacks could compromise our digital systems, information systems and related infrastructure, or those of our business partners, and result in additional costs and disruptions to our business operations or the loss of our data and negatively impact our operations in a variety of ways and, therefore, our business, financial condition and results of operations, including but not limited to: unauthorized access to strategic and sensitive information potentially impacting on our ability to compete for oil and gas resources; data corruption or operational disruption of production-related infrastructure that could result in a loss of production, or accidental discharge; disruption of our operations, communications, or processing of transactions or the loss of, or damage to, sensitive information, facilities, infrastructure and systems; cyber-attacks on a service provider that could result in supply chain disruptions, which could delay or halt our major business projects; and attacks on our accounting systems, business applications with customers, or accounts payable and receivable systems which could expose us to liability to employees, customers and third parties if their sensitive personal information is obtained. Additionally, the adoption of new technologies (such as AI) that favor system interconnectivity are factors that increase the range of attacks to our information technology systems.
Although we have adopted, and continue to adopt, what we believe are the appropriate measures to ensure the proper functioning of our digital technologies and operating systems, as well as to ensure that the information of our customers, suppliers and employees is protected, no assurance can be given that we will not be subject to any cyberattacks or system failures, which can adversely affect our business and results of operations. Additionally, certain cybersecurity incidents, such as surveillance, may remain undetected for an extended period. In addition, during 2025, we have registered an increase in attempted attacks and, like other companies in the industry, were exposed to malware infections, which did not result in a material negative impact on our operations.
In addition, the risk and exposure to these matters cannot be fully calculated nor mitigated because of, among others, the evolving nature of these threats.
Our derivative risk management activities could result in financial losses
We may enter into derivative financial instruments such as foreign exchange, interest rate and commodity hedges, among others, to mitigate market risks of certain present or future assets or liabilities to whose prices we are exposed. Although we would only execute non-speculative trades, we might be exposed to adverse fluctuations in the price of the assets underlying the derivative contracts, these might fail to provide perfect hedging for the nature of the risks or our counterparties might fail to perform their obligations, which could result in financial losses and adversely affect our business, financial condition and results of operations.
Our actual oil and gas production could differ materially from our forecasts
From time to time, we provide forecasts of expected quantities of future crude oil and natural gas production and other financial and operating results. These forecasts are based on a number of estimates and assumptions, including that none of the risks associated with our oil and gas operations summarized in this section “Risk factors” occur. Production forecasts, specifically, are based on assumptions such as expectations of oil and gas production from existing wells, the level and outcome of future drilling activity, the availability of treatment and transportation infrastructure, the level of natural gas demand, and the absence of facilities or equipment malfunctions, adverse weather effects, the occurrence of a pandemic disease or downturns in commodity prices or significant increases in costs, which could make certain drilling activities or oil and gas production uneconomical. Should any of these estimates prove inaccurate, or should our development plans change, actual oil and gas production or other forecasted financial or operating metrics could be materially and adversely affected.
We have limited control over the day-to-day activities carried out on properties that we do not operate
Some of the properties in which we have an interest are operated by other companies and involve third-party working interest owners. As a result, we have limited control over the day-to-day operations of these companies and third parties, including their compliance with environmental, safety and other regulations, which, in turn, could have a material adverse effect on our business, financial position, results of operations and our reputation.
We could be affected by violations of anti-corruption, anti-bribery, anti-money laundering and other national and international regulations
Although we have developed a comprehensive compliance program and we have internal policies and procedures designed to ensure compliance with anti-fraud, anti-bribery and anti-corruption laws and sanctions regulations, given the size of our operations and the complexity of the production chain, there can be no assurance that our internal policies and procedures will be sufficient to prevent or detect inappropriate practices, fraud or violations of such laws and regulations by employees, directors, officers, business partners, agents, suppliers and customers. Noncompliance with such laws and regulations could have a material adverse effect on our business, reputation, results of operations and financial condition. In addition, we may be subject to enforcement actions, investigations and proceedings by authorities for alleged infringements of these laws which may result in penalties, fines, sanctions or other forms of liability and could have a material adverse effect on our reputation, business, financial condition and results of operations. See “Item 9. The offer and listing—Anti-money laundering and counter terrorism financing regulations” and “Item 9. The offer and listing—Law No. 27,401 on corporate criminal liability”.
If we fail to comply with the covenants set forth in our credit agreements and indentures, or upon the occurrence of a change of control in YPF S.A., we may be required to prepay our debt
Under the terms of our credit agreements and indentures, if we fail to comply with the covenants set forth thereunder or if we fail to cure any breach thereof during a specified period of time, we may be in default of our obligations, which in turn would limit our future borrowing capacity. In the case of our secured notes due 2031 and the secured pre-export loan, under certain conditions, holders may elect to accelerate payments, and if that is the case, we may lose access to the collateral underlying those debt facilities. In particular, these secured debt obligations have a collateral associated with some of YPF’s exports. Therefore, any future restrictions on our ability to enter into such export transactions may result in a breach of the covenants under the secured debt obligations. To the extent we default on any of our obligations or upon the occurrence of other events of default, we would expect to actively pursue formal waivers from the corresponding counterparties to these agreements, in order to avoid the acceleration of any amounts owed thereunder or any other adverse effect. However, if the corresponding waivers are not timely obtained in accordance with the terms of our credit agreements and indentures, our business, financial condition and results of operations could be adversely affected. For example, certain of our credit agreements and indentures contain cross-default or cross-acceleration provisions, pursuant to which a default or acceleration under one debt instrument may trigger default or acceleration under other debt instruments, even if we are otherwise in compliance with the covenants under such other debt instruments. As a result, a default under one debt instrument could result in the default and/or acceleration of a material portion of our outstanding indebtedness. See “Item 5. Operating and financial review and prospects—Liquidity and capital resources—Covenants in our indebtedness” and “Item 5. Operating and financial review and prospects—Liquidity and capital resources—Loans”.
In addition, upon the occurrence of a change of control in YPF S.A. (as defined in many of our financial debt instruments), we may be required to make an offer to purchase certain of our outstanding bonds at a price of 101% of their principal amount (plus accrued and unpaid interest), and certain of our other financial debt may be subject to mandatory prepayment triggered by such change of control, subject to certain conditions. If the Argentine Republic disposes of or ceases to control a majority of our voting shares, including as a result of actions taken by judgment creditors of Argentina to seize control of Argentina’s assets, we may become subject to these change of control provisions included in our financial debt credit agreements and indentures. For example, plaintiffs in proceedings against the Argentine Republic were granted court orders for the turnover of YPF S.A. shares held by the Argentine Republic. The turnover orders are currently subject to a stay, pending the Republic’s appeal of the orders. We are not a party to the turnover proceedings. See Note 33.b.2) to the Audited Consolidated Financial Statements.
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Our source of funds for any such repurchases of bonds and mandatory prepayments will be available cash or other sources, including new borrowings, sales of assets or sales of equity, if available. Our sources of cash may not be enough or adequate to allow us to immediately repurchase or prepay our indebtedness upon a change of control, which in turn may result in an event of default under agreements governing many of our debt facilities and would have a material adverse effect on our business, results of operations and financial condition.
Risks relating to our Class D shares and ADSs
The market price for our shares and ADSs may be subject to significant volatility
The market price of our ordinary shares and ADSs may fluctuate significantly due to a number of factors, including, among others, our actual or forecasted financial and operating results, speculation over the impact of the Argentine government as our controlling shareholder on our business and operations, the behavior of the local and/or international markets, variations in international and/or local crude oil prices, pandemic diseases, investor perceptions of investments relating to Argentina and political and regulatory developments affecting our industry or YPF S.A. and/or reports about us published by securities or oil and gas industry analysts. Factors such as the above-mentioned have led and could lead to considerable volatility in the market price of our shares and ADSs. Additionally, sales of a substantial number of Class D shares or ADSs by any present or future relevant shareholder or ADS holder could decrease the trading price of our Class D shares and ADSs. Given that there are outstanding judgments against the Argentine Republic, judgment creditors have sought and could seek to obtain control over certain of Argentina’s assets, potentially including the Argentine Republic’s shares in YPF S.A. For example, plaintiffs in proceedings against the Argentine Republic were granted court orders for the turnover of YPF S.A. shares held by the Argentine Republic. The turnover orders are currently subject to a stay, pending the Republic’s appeal of the orders. We are not a party to the turnover proceedings. For additional information, see Note 33.b.2) to the Audited Consolidated Financial Statements. We cannot assure you that factors that could affect the market price of our ordinary shares and ADSs will not have a material adverse effect on the trading values of our securities. See “Item 9. The offer and listing”.
Additionally, if the bid price of our ADSs were to close below the required minimum 30-day average of US$ 1.00 per share, we may receive a deficiency notice from the New York Stock Exchange (“NYSE”) regarding our failure to comply with this requirement. To the extent that we are unable to timely resolve such listing deficiency, there is a risk that our ADSs may be delisted from the NYSE, which would adversely impact liquidity of our ADSs and potentially result in even lower bid prices for them. In addition, if the NYSE approves the delisting of our ADSs, Bolsas y Mercados Argentinos S.A. (“BYMA”) may require the delisting of our shares listed in such stock market.
Certain strategic transactions require the approval of the Argentine government as the sole holder of our Class A shares, or may entail a cash tender offer for all of our outstanding shares or securities convertible into shares
Pursuant to our bylaws, the approval of the Argentine government, the sole holder of our Class A shares, is required to undertake certain strategic transactions, including: (i) a merger; (ii) an acquisition of shares by a third-party representing more than 50% of YPF S.A.’s capital stock; (iii) the transfer to third parties of all the exploration and exploitation rights granted to YPF S.A. pursuant to the Argentine Hydrocarbons Law, applicable regulations thereunder or the Privatization Law, if such transfer would result in the total suspension of YPF S.A.’s exploration and exploitation activities; (iv) the voluntary dissolution of YPF S.A.; (v) the transfer of the legal or fiscal domicile of YPF S.A. to a country other than Argentina; and (vi) an acquisition that would result in the purchaser holding 15% or more of our capital stock, or 20% or more of the outstanding Class D shares. According to our bylaws, the transactions described in (iii) and (iv) above also require the prior approval of the Argentine Congress. We cannot assure you that decisions taken by the sole holder of our Class A shares would not differ from your interests as a shareholder. See “Item 3. Key Information—Risk factors—Risks relating to Argentina—The Argentine Republic owns 51% of the shares of YPF S.A.”, “Item 4. Information on the Company—History and development of YPF S.A.” and “Item 10. Additional information—Certain provisions relating to acquisitions of shares”.
Capital controls imposed by the Argentine government may impair your ability to receive dividends and distributions on, and the proceeds of any sale of, the Class D shares underlying the ADSs
The Argentine government is empowered, for reasons of public emergency, to establish the system that will determine the exchange rate between the Argentine peso and foreign currency and to impose exchange regulations. Under current BCRA regulations, the transfer of funds abroad to pay dividends to non-resident shareholders currently requires BCRA approval unless certain conditions are met in accordance with regulations issued by the BCRA. Further restrictions on the movement of capital to and from Argentina could be imposed and impair or prevent the conversion of dividends, distributions, or the proceeds from any sale of Class D shares, as the case may be, from Argentine pesos into U.S. dollars and the remittance of the U.S. dollars abroad. See “Item 10. Additional information—Exchange regulations—Specific provisions on access to the Foreign Exchange Market—Profit and dividend payment”.
Under the terms of our deposit agreement with the depositary for the ADSs, the depositary will convert any cash dividend or other cash distribution we pay in Argentine pesos on the shares underlying the ADSs into U.S. dollars, if it can do so on a reasonable basis and can transfer the U.S. dollars to the United States, pursuant to the aforementioned regulations. If this conversion is not possible for any reason, including regulations of the type described herein (or future regulations and restrictions that may be enacted) or if any approval or license of any government or agency thereof that is required for such conversion is not filed or sought by the depositary or is not obtained within a reasonable period as determined by the depositary, the deposit agreement allows the depositary to distribute cash dividends or cash distributions in Argentine pesos only to those ADRs holders to whom it is possible to do so or, in its discretion, hold such Argentine pesos uninvested. If the exchange rate fluctuates significantly during a time when the depositary cannot convert the Argentine pesos, you may lose some or all of the value of the dividend distribution. See “Item 10. Additional information—Dividends”.
We may not be able to pay, maintain or increase dividends
Our ability to pay, maintain or increase dividends is based on many factors, including our current and cumulative net income, capital expenditures required under our investment plans, future debt service payments, restrictive covenants on our financial debt agreements, working capital needs, legal, regulatory, tax, and/or contractual restrictions and general economic and financial conditions. A change in any of these factors could affect our ability to pay, maintain or increase dividends, and the amount of any dividend paid may vary from year to year. See “Item 10. Additional information—Dividends”.
We are traded on more than one market and this may result in price volatility; in addition, investors may not be able to easily transfer securities to take advantage of pricing opportunities for trading between such markets
Trading in ADSs and Class D shares in the United States and Argentina, respectively, uses different currencies (U.S. dollars on the NYSE and Argentine pesos on the Mercado de Valores de Buenos Aires (“S&P MERVAL”)), and takes place at different times (resulting from different trading platforms, different time zones, different trading days and different public holidays in the United States and Argentina), resulting in potential differences in the trading prices of ADSs and Class D shares on these two markets. Any decrease in the price of Class D shares on the S&P MERVAL could cause a decrease in the price of ADSs on the NYSE. Investors could seek to sell or buy Class D shares or ADSs to take advantage of price differences between the markets through a practice referred to as “arbitrage”. Any arbitrage activity could create unexpected volatility in the trading prices of ADSs or Class D shares. In addition, holders of ADSs will not be immediately able to surrender their ADSs and withdraw the underlying Class D shares for trading without effecting necessary procedures with the depositary. This could result in time delays and additional costs for holders of ADSs.
Under Argentine law, shareholder rights may be different from other jurisdictions
Our corporate affairs are governed by our bylaws and by the Argentine General Corporations Law No. 19,550 (as amended, “Argentine General Corporations Law”), which differ from the legal principles that would apply if we were incorporated in a jurisdiction in the United States or in other jurisdictions outside Argentina. In addition, rules governing the Argentine securities markets are different and may be subject to different enforcement in Argentina than in other jurisdictions.
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You may be unable to exercise preemptive, accretion or other rights with respect to the Class D shares underlying your ADSs
Holders of ADSs may not be able to exercise the preemptive or accretion rights relating to the shares underlying the ADSs unless a registration statement under the U.S. Securities Act of 1933 (“Securities Act”) is effective with respect to those rights or an exemption from the registration requirements of the Securities Act is available. We are not obligated to file a registration statement with respect to the shares relating to these preemptive rights, and we cannot assure you that we will file any such registration statement. Unless we file a registration statement or an exemption from registration is available, holders may receive only the net proceeds from the sale of their preemptive rights by the depositary or, if the preemptive rights cannot be sold, they may lapse. As a result, U.S. holders of Class D shares or ADSs may suffer dilution of their interest in our company upon future capital increases.
In addition, under the Argentine General Corporations Law, foreign companies that own shares in an Argentine company are required to register with the National Corporations Registry (under the purview of the Ministry of Justice) in order to exercise certain shareholder rights, including voting rights. In the event that a non-Argentine company owns our Class D shares directly (rather than in the form of ADSs) and it fails to register with the National Corporations Registry, its capacity to exercise its rights as a holder of our Class D shares may be limited. Pursuant to Law No. 26,831, as amended (the “Capital Markets Law”) and to the CNV Rules, foreign companies that are shareholders of publicly traded corporations such as YPF S.A. may participate and vote in the shareholders’ meetings through duly authorized attorneys in fact. See “Item 10. Additional information—Preemptive and accretion rights”.
You may be unable to exercise voting rights with respect to Class D shares underlying your ADSs at our shareholders’ meetings
The depositary will be treated by us for all purposes as a shareholder with respect to the shares underlying ADSs. A holder of ADSs representing the shares being held by the depositary will not have direct shareholder rights and may exercise voting rights with respect to the Class D shares represented by the ADRs only in accordance with the deposit agreement relating to ADSs. While our direct shareholders will be able to exercise their voting rights either by attending the meeting in person or by proxy, ADR holders may only exercise their voting rights by either withdrawing the shares underlying their ADRs in time for the meeting or instructing the depositary (upon receipt of a notice of the meeting from the depositary) on how to vote the Class D shares underlying the ADSs represented by their ADRs. Due to these procedural steps involving the depositary, the process for exercising voting rights may take longer for ADR holders than for holders of Class D shares. If no such instructions are received, the depositary shall vote the Class D shares represented by ADSs in accordance with the recommendations YPF S.A.’s Board of Directors made to all holders of ADSs and shares, unless the depositary is prohibited from doing so by any applicable provision of Argentine law.
Shareholders and ADS holders outside of Argentina may face additional investment risks from currency exchange rate fluctuations in connection with their holding of our Class D shares or ADSs
We are organized under the laws of Argentina and future dividends on our Class D shares will be determined in the legal tender in Argentina, which is the Argentine peso. The Argentine peso has historically fluctuated significantly against many major world currencies, including the U.S. dollar. A devaluation of the Argentine peso would likely adversely affect the U.S. dollar or other currency equivalent of any dividends paid on our Class D shares and could result in a decline in the value of our Class D shares and ADSs as measured in U.S. dollars.
It may be difficult to effect service of process within the United States for civil liabilities against us or our directors, officers and controlling persons, and the enforcement in Argentina of any foreign judgment that results therein would be conditioned on compliance with the requirements of Argentine procedural law
We are organized under the laws of Argentina and our principal place of business (domicilio social) is in the City of Buenos Aires, Argentina. Our directors, officers and controlling persons reside outside the United States. In addition, a substantial portion of our assets and their assets is located outside the United States. As a result, it may be difficult for holders of our securities to effect service of process within the United States on such persons or to enforce judgments against us or them, including in any action based on civil liabilities under the U.S. federal securities laws. Under Argentine law, enforcement of foreign judgments would be recognized, provided that the requirements of Articles 517 through 519 of the Federal Code of Civil and Commercial Procedure are complied with, including the requirement that the judgment does not violate principles of public policy of Argentine law, as determined by an Argentine court, and provided that an Argentine court will not order the attachment of any property located in Argentina and determined by such court to be essential for the provision of public services.
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History and development of YPF S.A.
We are Argentina’s leading energy company, operating a fully integrated oil and gas chain with leading market positions across the domestic upstream, midstream and downstream, LNG and integrated gas and new energies segments. See “Item 4. Information on the Company—Business organization”.
YPF Sociedad Anónima
YPF
Bylaws registered with the Public Registry of Commerce of the Autonomous City of Buenos Aires, in force for a limited term of 100 years from June 15, 1993, with the date of its termination being June 15, 2093
Corporation (“sociedad anónima”)
Argentina
30-54668997-9
1-12102
Macacha Güemes 515, C1106BKK, Autonomous City of Buenos Aires, Argentina
(54-11) 5441-0000
The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. All of the SEC filings made electronically by YPF S.A. are available to the public on the SEC website at www.sec.gov. YPF S.A.’s website is www.ypf.com. The information contained on, or that can be accessed through, YPF S.A.’s website is not part of, and is not incorporated into, this annual report.
We have a 100-year history:
1920 - 1990: During this period, the upstream and downstream segments of the Argentine oil and gas industry were effectively monopolies of the Argentine government. In August 1989, Argentina enacted laws aimed at the deregulation of the economy and the privatization of Argentina’s state-owned companies, which required us, among other things, to sell majority interests in our exploitation concessions in certain major productive areas and to undertake an internal management and operational restructuring program.
1992: In November 1992, the Argentine Congress enacted Law No. 24,145 (“Privatization Law”), which established the procedures for our privatization.
1993: In July 1993, we completed a worldwide offering of 160 million Class D shares, representing approximately 45% of our outstanding capital stock, that had previously been owned by the Argentine government. Concurrently, the Argentine government transferred approximately 40 million Class B shares to the Argentine provinces, which represented approximately 11% of our outstanding capital stock and made an offer to holders of pension bonds and certain other claims. As a result of that offering and other transactions, the Argentine government’s ownership interest in our capital stock was reduced from 100% to approximately 20% by the end of 1993.
1999: In January 1999, Repsol YPF acquired 52,914,700 Class A shares (14.99% of our shares), which were converted to Class D shares. In June 1999, Repsol YPF acquired an additional 82.47% of our outstanding capital stock pursuant to a tender offer to purchase all outstanding Class A, B, C and D shares. Repsol YPF acquired additional stakes in us from minority shareholders through other transactions in 1999 and 2000.
2000 - 2008: During this period, Repsol YPF owned approximately 99% of our capital stock. In 2008, Petersen Energía Inversora, S.A.U. and Petersen Energía, S.A.U. (together “Petersen”) acquired ADRs evidencing ADSs representing 15.46% of our capital stock.
2011: In May 2011, Petersen exercised an option to acquire, from Repsol YPF, ADRs evidencing ADSs representing an additional 10% of our capital stock.
2012: In May 2012, the Argentine Congress passed Law No. 26,741 (“Expropriation Law”), which declared as a national public interest and a priority for Argentina the achievement of self-sufficiency in the supply of hydrocarbons, as well as the exploitation, industrialization, transportation and sale of hydrocarbons.
Expropriation of shares held by Repsol YPF
The Expropriation Law:
Provided for the expropriation of 51% of the share capital of YPF S.A. represented by an identical stake of Class D shares owned, directly or indirectly, by Repsol YPF and its controlled or controlling entities.
Established that the shares subject to expropriation, which have been declared of public interest and were subsequently transferred to the Argentine Republic, will be assigned as follows: 51% to the Argentine Republic and 49% to the Argentine provinces that compose the National Organization of Hydrocarbon Producing States (“OFEPHI Provinces”). As of the date of this annual report, the transfer of the shares subject to expropriation between the Argentine Executive Branch and the OFEPHI Provinces is still pending.
Determined the expropriation of 51% of the share capital of Repsol YPF GAS S.A. (“Repsol YPF GAS”) represented by 60% of the Class A shares of such entity owned, directly or indirectly, by Repsol Butano S.A. and its controlled or controlling entities.
Established that the Argentine Executive Branch shall exercise all the political rights associated with the shares subject to expropriation until the transfer of political and economic rights to the OFEPHI Provinces is completed. In addition, the OFEPHI Provinces to which shares subject to expropriation are allocated must enter into a shareholders agreement with the Argentine federal government that will provide for the unified exercise of its rights as a shareholder. Any future transfer of the shares subject to expropriation is prohibited without the permission of the Argentine Congress.
Established the distribution of the shares among the OFEPHI Provinces that accept their transfer must be conducted in an equitable manner, considering their respective levels of hydrocarbon production and proved reserves.
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Established that the appointment of directors of YPF S.A. representing the expropriated shares shall be made proportionately to the holdings of the Argentine Republic and Argentine provinces, and one Director shall represent the employees of YPF S.A.
Provided that, the Argentine federal government and the Argentine provinces must exercise their rights pursuant to the following principles: (a) the strategic contribution of YPF S.A. to the achievement of the objectives set forth in the Expropriation Law; (b) the administration of YPF S.A. pursuant to the industry’s best practices and corporate governance, safeguarding shareholders’ interests and generating value on their behalf; and (c) the professional management of YPF S.A.
You can find a copy of an English translation of the Expropriation Law in the report on Form 6-K furnished by YPF S.A. to the SEC on May 9, 2012.
In addition, on February 25, 2014, the Argentine Republic and Repsol reached an agreement (“Repsol Agreement”) in relation to compensation for the expropriation of 200,589,525 of YPF S.A.’s Class D shares pursuant to the Expropriation Law. Under the Repsol Agreement, Repsol accepted US$ 5.0 billion in sovereign bonds from the Argentine Republic and withdrew judicial and arbitral claims it had filed, including claims against YPF S.A., and waived additional claims. YPF S.A. and Repsol also executed a separate agreement (“Repsol Arrangement”) on February 27, 2014, pursuant to which YPF S.A. and Repsol each withdrew, subject to certain exclusions, all present and future actions and/or claims based on causes occurring prior to the date of execution of the Repsol Arrangement arising from the expropriation of the YPF S.A. shares owned by Repsol pursuant to the Expropriation Law, including the intervention of YPF S.A. and the temporary occupation for public purposes of 51% of Repsol´s capital stock in YPF S.A. Repsol and YPF S.A. agreed to withdraw reciprocal actions and claims with respect to third parties and/or pursued by them and to grant a series of mutual indemnities.
See “Item 7. Major shareholders and related party transactions” for details on our current major shareholders.
Legal nature of YPF S.A.
According to the Expropriation Law, YPF S.A. shall continue to operate as a publicly traded corporation pursuant to the Argentine General Corporations Law and its corresponding regulations and shall not be subject to any legislation or regulation applicable to the management or control of companies or entities owned by the Argentine federal government or provincial governments.
See “Item 7. Major shareholders and related party transactions”, “Item 3. Key information—Risk factors—Risks relating to Argentina—The Argentine Republic owns 51% of the shares of YPF S.A.” and “Item 3. Key information—Risk factors—Risks relating to our business—We face risks relating to legal proceedings which may cause significant costs and losses”.
Overview
YPF operates mainly in Argentina (see “Item 3. Key information—Risk factors—Risks relating to Argentina—Our business is largely dependent upon economic conditions in Argentina”) and a significant part of our revenues are primarily derived from the sales in the Argentine domestic market. Additionally, in 2025, our main expenditures were related to investments in unconventional fields with the objective of growing production and reserves, and in the maintenance and/or investment in our downstream business, among others, as well as royalties and taxes related to our operations and the payment of interest related to our financial debt.
Business strategy
Our strategy is guided by the “YPF 4×4” plan (“YPF 4×4”), the Company’s roadmap designed to drive value creation by leveraging our world-class assets in the Vaca Muerta formation, unlocking their export potential, and positioning YPF as a major crude oil and LNG exporter by 2030. This ambition has taken on increasing relevance in the current geopolitical context, characterized by growing global demand for affordable, reliable, and sustainable energy.
Since the launch of “YPF 4×4” in 2024, YPF has made significant progress in consolidating an upstream portfolio focused on unconventional development, steadily advancing towards becoming a pure shale player. This strategic evolution reflects the scale, productivity, competitiveness, and resilience of our operations in the Vaca Muerta formation. In this context, we continue to prioritize capital allocation to our unconventional assets and actively manage our asset portfolio. As part of this approach, the Company has already divested almost all of its mature conventional fields and will continue to advance the divestment of the remaining conventional areas and other non-core assets, ensuring strategic alignment.
In furtherance of this strategy, we continue to move forward with two strategic infrastructure projects to unlock the Vaca Muerta formation’s full potential: (i) VMOS, a pipeline that will enable us to expand evacuation capacity to increase crude oil export flows; and (ii) Argentina LNG, a project that aims to establish Argentina’s long-term gas export platform by advancing key technical and commercial milestones.
As we accelerate the growth potential of our unconventional operations, we are implementing a comprehensive change in our operating model across all our business segments, including upstream, midstream and downstream. This initiative includes the continued expansion of our Real Time Intelligence Centers (“RTICs”), which strengthen timely monitoring and data-driven decision-making, and are further enhanced by AI. These initiatives are designed to consolidate the competitiveness of our operations and to further reinforce our position as the leading integrated energy company in Argentina.
Strategic pillars: “YPF 4×4”
Built on four strategic pillars, “YPF 4×4” provides a robust and disciplined framework for decision-making, capital allocation and execution.
Focus on our most profitable business: Vaca Muerta
Development of our unconventional hydrocarbon acreage with competitive advantages and debottleneck of the crude oil production from the Vaca Muerta formation, through infrastructure projects that are expected to enable future growth and exports.
Active portfolio management
Ongoing portfolio optimization through the divestment of non-core assets, such as mature fields, alongside the selective expansion of our resource base through acquisitions and exploration.
Maximize upstream and downstream efficiency
Strengthening our operating and management model, with initiatives aimed at improving execution, standardizing processes and incorporating advanced technologies, aimed at building a resilient, world-class asset base and achieving first-quartile performance across all our business segments.
Argentina LNG project
Monetization of Vaca Muerta’s world-class natural gas reserves beyond local and regional demand, leading the development of LNG capacity in Argentina.
Continued progress under “YPF 4×4” is expected to deliver tangible improvements in operational performance, project delivery and capital discipline, supporting our goal to maximize value creation for our stakeholders in a sustainable way.
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As part of this objective, we aim to continue to implement our corporate sustainability policy to maintain high standards with regards to the health and safety of our people and the communities we work in, to advance our commitment to climate and energy-related actions, reducing the Company’s CO2e emissions primarily in upstream operations, and expand renewable energy development through our participation in YPF Energía Eléctrica S.A. (“YPF EE”).
Our strategic “YPF 4×4” plan requires, among others, the reinvestment of our earnings, our association with strategic partners and the use of debt financing at levels we consider prudent for companies in our industry. The financial viability of these investments and hydrocarbon recovery efforts will depend on numerous factors that YPF does not control or influence, including the prevailing economic and regulatory conditions in Argentina, the ability to obtain financing in satisfactory amounts at competitive costs, among others. See “Item 3. Key information—Risk factors—Risks relating to Argentina”, “Item 3. Key information—Risk factors—Risks relating to our business” and “Item 5. Operating and financial review and prospects—Factors affecting our operations”.
Business organization
For a table including the main entities of our organizational structure, and details regarding our principal subsidiaries, see Note 1 to the Audited Consolidated Financial Statements.
As of fiscal year 2025, as a consequence of the organizational structure changes in which the New Energies Vice Presidency was created and the Gas and Power Vice Presidency and the Downstream Vice Presidency were reformulated as the LNG and Integrated Gas Vice Presidency and the Midstream and Downstream Vice Presidency, respectively, the full management scope of these new business units was determined. On January 1, 2025, these organizational changes resulted in a modification of the composition of our business segments according to how the chief decision maker allocates resources and assesses the performance of these business segments, creating the New Energies business segment and readjusting the composition and definition of the businesses of the remaining business segments.
As of December 31, 2025, we conducted our business according to the following organization:
Upstream business segment
The Upstream business segment performs all activities related to the exploration and exploitation of hydrocarbon fields and production of crude oil and natural gas.
Its revenues are mainly derived from: (i) the sale of the produced crude oil to third parties and to the Midstream and Downstream business segment; (ii) the sale of the produced natural gas to third parties and to the LNG and Integrated Gas business segment; and (iii) the sale of the natural gas retained in plant to the Midstream and Downstream business segment.
It incurs all costs related to the aforementioned activities.
Midstream and Downstream business segment
The Midstream and Downstream business segment performs activities related to: (i) the refining, transportation and commercialization of refined products; (ii) the production, transportation and commercialization of petrochemical products; (iii) the transportation and commercialization of crude oil; and (iv) the commercialization of specialties for the agribusiness industry and of grains and their by-products.
On January 1, 2025, as a consequence of the organizational changes described above, the assets related to the natural gas transportation, the conditioning and processing of natural gas retained in plant for the separation and fractionation of gasoline, propane and butane, the storage of the produced natural gas, and the commercial and technical operation of the LNG regasification terminal in Escobar, which were formerly included in the Gas and Power business segment, were assigned to the Midstream and Downstream business segment.
Its revenues are mainly derived from the sale of crude oil, refined and petrochemical products, and specialties for agribusiness industry and grains and their by-products, through the businesses of Retail, Commercial Networks, Industries, Transportation, Aviation, Agro, Lubricants and Specialties, LPG, Chemicals, International Trade and Transportation and Sales to Companies. In addition, it obtains revenues from midstream oil, midstream gas and natural gas storage operations and the provision of LNG regasification services.
It incurs all costs related to the aforementioned activities, including the purchase of: (i) crude oil from the Upstream business segment and third parties; (ii) natural gas to be consumed in the refinery and petrochemical industrial complexes from the LNG and Integrated Gas business segment; and (iii) natural gas retained in plant from the Upstream business segment.
LNG and Integrated Gas business segment
The LNG and Integrated Gas business segment performs activities related to: (i) natural gas transportation and commercialization to third parties and to the Midstream and Downstream business segment; (ii) the separation of NGLs and their fractionation, storage and transportation for the production of ethane, propane, butane and gasoline, and its commercialization, through our joint venture Compañía Mega S.A. (“Mega”); and (iii) the development of LNG liquefaction capacity.
On January 1, 2025, as a consequence of the organizational changes mentioned above, the assets related to the natural gas transportation, the conditioning and processing of natural gas retained in plant for the separation and fractionation of gasoline, propane and butane, the storage of the produced natural gas, and the commercial and technical operation of the LNG regasification terminal in Escobar, which were formerly included in the Gas and Power business segment, were assigned to the Midstream and Downstream business segment. Furthermore, the assets related to the distribution of natural gas through our subsidiary Metrogas and the generation of conventional thermal electric power and renewable energy through our joint ventures YPF EE and CT Barragán S.A. (“CT Barragán”) , which were formerly included in the Gas and Power business segment, were assigned to the New Energies business segment.
Its revenues are mainly derived from the sale of natural gas as producers to third parties, to the Midstream and Downstream business segment and to our subsidiary Metrogas included in the New Energies business segment.
It incurs all costs related to the aforementioned activities, including the purchase of natural gas from the Upstream business segment.
New Energies business segment
On January 1, 2025, as a consequence of the organizational changes described above, the New Energies Vice Presidency was created and during the current fiscal year the complete management scope of this new business unit was determined. As of that date, the assets related to the distribution of natural gas through our subsidiary Metrogas and the generation of conventional thermal electric power and renewable energy through our joint ventures YPF EE and CT Barragán, which were formerly included in the Gas and Power business segment, were assigned to this business segment. In addition, the assets related to the provision of research and development services of technology applied to the hydrocarbon industry through our subsidiary YPF Tecnología S.A. (“Y-TEC”), previously included in Central Administration and Others, were assigned to this business segment.
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It performs activities related to: (i) the definition and development of the new energy portfolio; (ii) the definition and development of sustainability and energy transitions programs; (iii) the distribution of natural gas through our subsidiary Metrogas; and (iv) the provision of research and development services of technology applied to the hydrocarbon industry through our subsidiary Y-TEC. Furthermore, through our joint ventures YPF EE and CT Barragán, this business segment performs activities related to the generation of conventional thermal electric power and renewable energy.
Its revenues are mainly derived from the services of transportation and distribution of natural gas to third parties through our subsidiary Metrogas.
It incurs all costs related to the aforementioned activities, including the purchase of natural gas from the LNG and Integrated Gas business segment through our subsidiary Metrogas.
Central Administration and Others
It includes the remaining activities performed by the Company that do not fall within the aforementioned business segments and which are not reporting business segments, mainly comprising revenues, expenses and assets related to: (i) corporate administrative; (ii) the production of frac sand for well drilling/fracking purposes; (iii) the construction activities through our subsidiary A-Evangelista S.A. (“AESA”); and (iv) digital development services and solutions through our subsidiary YPF Digital S.A.U. (“YPF Digital”).
In addition, on January 1, 2025, as a consequence of the organizational changes described above, the assets related to the provision of research and development services of technology applied to the hydrocarbon industry through our subsidiary Y-TEC, previously included in Central Administration and Others, were assigned to the New Energies business segment.
The following table sets forth, for each of the periods indicated, revenues and operating profit or loss for each of our business segments; for additional information about revenues see Note 25 to the Audited Consolidated Financial Statements:
Revenues (1)
Upstream
Revenues
Revenues from intersegment sales
Total Upstream
Midstream and Downstream
Total Midstream and Downstream
LNG and Integrated Gas
Total LNG and Integrated Gas
New Energies
Total New Energies
Total Central Administration and Others
Consolidation adjustments
Total Revenues
Operating profit or loss
Total Operating profit or loss
Export withholdings on hydrocarbon are disclosed as “Selling expenses” in the “Taxes, charges and contributions” line as indicated in Note 27 to the Audited Consolidated Financial Statements. Royalties with respect to our hydrocarbon production are accounted for as a production cost and are not deducted in determining revenues. For further information on accounting policies of our revenues see Note 2.b.12) to the Audited Consolidated Financial Statements.
Comparative information for the years ended December 31, 2024 and 2023 has been restated due to changes in which the New Energies Vice Presidency was created and the Gas and Power Vice Presidency and the Downstream Vice Presidency were reformulated as the LNG and Integrated Gas Vice Presidency and the Midstream and Downstream Vice Presidency.
Sales between business segments were made at internal transfer prices established by the Company, which approximately reflect domestic market prices.
Operating profit or loss of each business segment has been determined after consolidation adjustments.
For a description of our principal capital expenditures and divestitures see “Item 5. Operating and financial review and prospects—Liquidity and capital resources—Capital investments, expenditures and divestitures”.
YPF’s Upstream business segment seeks to add value to the Company by optimizing the use of deployed capital, achieving levels of operational excellence, thus generating new development opportunities, while delivering profitable growth driven by the increasing incorporation of unconventional projects to its activities where well construction efficiency is a fundamental factor.
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The plan of promotion for natural gas production in Argentina, Plan GasAr 2023-2028, launched in November 2022, gave to the Company an opportunity to monetize natural gas reservoirs, ensuring to supply the demand in Argentina during this period at a price that allows for the development of our natural gas projects mainly in the Neuquina basin. For further information see “Item 4. Information on the Company—Business organization—LNG and Integrated Gas” and Note 35.f.1) to the Audited Consolidated Financial Statements.
During 2025, we continued actively managing our portfolio. As of December 31, 2025, we held interests in 78 oil and gas fields in Argentina. According to the Instituto Argentino del Petróleo y del Gas (Argentine Oil and Gas Institute or “IAPG”), in 2025, these assets accounted for 32% of the total production of crude oil and 27% of the total natural gas production of Argentina.
During 2025, YPF’s hydrocarbon production decreased by 1.7% compared to 2024 due to the disposal of assets related to the optimization plan of the conventional upstream portfolio. The daily production of crude oil decreased by 0.8%, NGLs increased by 1.4%, and natural gas decreased by 3.2% compared to 2024.
Our shale hydrocarbon production continued to increase strongly during 2025, 65% of our total hydrocarbon production is shale. The daily production of crude oil increased by 34.6%, NGLs increased by 2.7%, and natural gas increased by 13.7% compared to 2024.
During 2025, we continued with the disposal of assets related to the optimization plan of the conventional upstream portfolio. This plan is consistent with the Company’s management plans, which consider that the ongoing portfolio optimization through the divestment of non-core assets, such as mature fields, is one of the drivers on which the YPF’s strategy is based, to focus on activities and investments in unconventional fields. The optimization plan of the conventional upstream portfolio is aligned with the second strategic pilar of our “YPF 4×4” plan.
See “Item 4. Information on the Company—Business strategy—Strategic pillars: “YPF 4×4””; “Item 4. Information on the Company—Business organization—Upstream—Exploration & Development activities—Argentina—Development activities—Conventional activities—Optimization plan of the conventional upstream portfolio”; and “Item 3. Key information—Risk Factors—Risks relating to our business—We may fail to execute in whole or in part our optimization plan of the conventional upstream portfolio”.
Acreage
Our hydrocarbon production is concentrated in Argentina, in the Neuquina, Golfo San Jorge, Austral and Noroeste basins:
The following table sets forth, for the period indicated, information regarding our developed and undeveloped acreage by geographic area:
South America
Argentina (5) (6)
Rest of South America (7)
Total
Developed acreage is spaced or assignable to productive wells.
Undeveloped acreage encompasses those acres on which wells have not been drilled or completed to a point that would permit the production of economic quantities of hydrocarbons regardless of whether such acreage contains proved reserves.
A gross acre is an acre in which we own a working interest.
Net acreage equals gross acreage after deducting third-party interests.
9,770 and 4,604 thousand acres correspond to gross and net undeveloped offshore fields, respectively, while 28 and 14 thousand acres correspond to gross and net developed offshore fields, respectively.
We have excluded from our undeveloped acreage those acres corresponding to exploration permits which have already expired and which, as of December 31, 2025, considering the results obtained and having fulfilled all investment commitments, the Company has notified the relevant enforcement authority of its decision to relinquish the block, and therefore, YPF does not hold any rights related to such acreage.
Relates to Colombia, Bolivia and Uruguay. YPF’s net undeveloped surface acreage totaled 91,553 acres in Bolivia and 4,160,266 acres in Uruguay. For information about Colombia see “Item 4. Information on the Company—Business organization—Upstream—Exploration & Development activities—Rest of South America—Exploration activities”.
The net exploratory undeveloped acreage in Argentina under the first or second exploration periods, which mature in 2026 and in the period 2027-2029 is 11,542 km2 (51.9%) and 10,675 km2 (48.1%), respectively, of our 22,217 km2 net exploratory undeveloped acreage as of December 31, 2025. The net exploratory undeveloped acreage in the Rest of South America is 17,906 km2, which mature in the period 2026-2027.
The extension of the expiring acreage that the Company would be required to surrender to the relevant enforcement authority will depend on our decision to extend our exploration permit in a given area, provided that the requirements of the Argentine Hydrocarbons Law have been met, including the fulfillment of our obligations under the exploration permit relating to those areas. Therefore, the areas to be relinquished usually consist of acreage where drilling has not been successful and are considered non-core lease acreage.
As of December 31, 2025, we do not have any material proved undeveloped and non-proved acreage related to our exploitation concessions expiring in the near term.
Exploration permits and exploitation concessions in Argentina
The following table sets forth, for the period indicated, information regarding the exploration permits and exploitation concessions we held:
Exploration permits
Exploitation concessions
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The following table sets forth, for the period indicated, information regarding the exploration permits we held:
100%
ownership
interest
50.0%
35.0% - 50.0%
The following table sets forth, for the period indicated, information regarding the exploitation concessions we held:
22.5% - 70.0%
The following table sets forth, for the period indicated, information regarding the expiration year of our exploration permits and exploitation concessions:
2026-
2030
2031-
2035
2036-
2040
2041-
2045
2046-
2050
2051-
2055
2056-
2060
Operated by YPF
Non-Operated by YPF
The following table sets forth, for the period indicated, information regarding our gross and net interests in productive oil and gas wells by basin:
Neuquina
Golfo San Jorge
Austral
Noroeste
Onshore
Offshore
Gross wells are wells in which we own a working interest.
Net wells equal gross wells after deducting third-party interests.
In Argentina, 99.9% of our proved liquids reserves are concentrated in the Neuquina (96.0%) and Golfo San Jorge (3.9%) basins, and 97.6% of our proved natural gas reserves are concentrated in the Neuquina basin.
Joint ventures and contractual arrangements in Argentina
The following table sets forth, for the period indicated, information regarding the exploration and exploitation joint ventures and contractual arrangements in which we participated:
Exploration joint ventures and contractual arrangements
Exploitation joint ventures and contractual arrangements
Our obligations to share exploration and development costs vary under these agreements. In addition, under the terms of certain of our joint ventures, we have agreed to indemnify our joint venture partners in the event that our rights with respect to such areas are restricted or affected in such a way that the purpose of the joint venture cannot be achieved. For a list of the main exploration and exploitation joint ventures in which we participated as of December 31, 2025, see Note 30 to the Audited Consolidated Financial Statements. We are also a party of other contractual arrangements that arose through the renegotiation of service contracts and their conversion into exploitation concessions and exploration permits.
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Drilling activity in Argentina
The following table sets forth, for each of the periods indicated, information regarding the number of drilled wells:
Gross wells drilled (1)
Oil
Gas
Exploratory productive
Dry
Total Exploratory
Development productive
Total Development
Net wells drilled (2)
Less than 1.
The following table sets forth, for the period indicated, information regarding the number of wells in the process of being drilled:
Rest of South America
Exploration & Development activities
Exploration activities
YPF’s onshore exploration portfolio is mainly focused on high-impact projects such as Vaca Muerta and Palermo Aike.
To expand the boundaries of the Vaca Muerta formation, in 2025, 8 horizontal exploratory wells were evaluated in the southern area of the Neuquina basin.
In 2025, in Las Tacanas block, 2 wells were tested, each featuring a 1,500-meter horizontal extension across two levels within the Vaca Muerta formation. Flowback operations began in January 2025 and continued for 119 days. As of December 31, 2025, these wells are producing natural gas and condensate as expected.
In Río Neuquén block, in 2025, 2 wells were completed, each featuring a 2,000-meter horizontal extension targeting two landing zones within the Vaca Muerta formation, with 33 stimulation stages each. Flowback operations began in May 2025 and continued for 89 days. As of December 31, 2025, both wells are producing crude oil as expected.
During 2025, in Meseta Buena Esperanza block 2 wells were completed, each featuring 1,560 meters horizontal extension, with 26 stimulation stages each. Flowback operations began in October 2025, and as of the date of this annual report they are ongoing. As of December 31, 2025, both wells are producing natural gas and condensate as expected.
In Aguada Villanueva block, we tested 2 wells with horizontal extensions of 1,200 and 1,500 meters each. Flowback operations began in April 2025 and continued for 86 days. As of December 31, 2025, both wells are producing natural gas and condensate as expected.
In addition, YPF is committed to strengthening its expertise in unconventional formations throughout Argentina, including Palermo Aike, which is believed to be Argentina’s second most significant shale formation behind the Vaca Muerta formation in terms of potential. To achieve this objective, YPF is implementing initiatives to enhance both geological and operational knowledge of this unconventional geological formation.
In 2025, we committed to drilling 3 exploratory horizontal wells, 2 wells in La Azucena block and 1 well in El Campamento Este block. As of December 31, 2025, drilling activity is in progress with drilling progress of 88% and 2% for the wells in La Azucena block, and of 30% for the well in El Campamento Este block.
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Seismic activities
During 2025, we carried out two 3D seismic surveys in the Austral basin, covering 766.7 km² in La Azucena block and 242.9 km² in El Campamento Este block.
In the Malvinas Oeste basin, a 2,609 km² 3D seismic survey was carried out between 2024 and 2025 in MLO 123 block, which is operated by Total Austral Argentina S.A. Sucursal Argentina. In April 2025, adverse weather conditions forced the suspension of data collection, leaving a remaining area unrecorded.
Development activities
Unconventional activities
Operated activities
During 2025, the hydrocarbon production from our unconventional shale activities was 247.1 kboe/d (YPF net, from operated areas), representing 47% of YPF’s total production (YPF net, from operated and non-operated areas). In 2025, YPF, jointly with its partners, continued with its growth plan with more than US$ 2,724 million invested (YPF net, from operated areas), 239 wells put into production and more than 12,000 frac stages carried out in blocks operated by YPF. Considering all of the above, YPF expects to continue to lead the unconventional activities development in Argentina.
Core Hub
During 2025, YPF continued to be highly active in the Core Hub blocks (Loma Campana, La Amarga Chica, Bandurria Sur and Aguada del Chañar). Operations in the Core Hub were carried out with 9 rigs, focusing on operational excellence and reducing well construction cycle times. Development efforts in these blocks have primarily targeted the lower intervals of the Vaca Muerta formation. Different strategies, such as adjustments to well spacing and fracture stimulation design, continue to be implemented on new drilling sites (also known as “PADs”) to mitigate parent/child effects that may impact well performance.
As of the date of this annual report, a shale-enhanced oil recovery (“EOR”) pilot, based on a tailor-made nanosurfactant technology developed by Y-TEC is underway on a 4-well pilot in Loma Campana block. If successful, this technology could increase the estimated ultimate recovery (“EUR”) of the wells.
In La Amarga Chica block (which we currently jointly operate with Vista Energy Argentina S.A.U. subsidiary of Vista Energy, S.A.B. de C.V. (“Vista”) after Petronas’ divestment), the second development phase is being executed, targeting upper intervals in the Vaca Muerta formation above previously exploited horizons (known as “Cocina” and “Orgánico”). For these upper intervals, stimulation designs were intensified to improve profitability.
In Bandurria Sur block, in the southeastern sector, based on productivity results recorded in the medium interval horizon during 2024, YPF initiated the development of this horizon by drilling 7 wells in 2025. Additional productivity will be monitored, and if results remain encouraging, development will continue in 2026. This represents a key and challenging milestone, as the interval lies between two horizons already in production (lower interval and upper interval). In the eastern sector, the second phase of development commenced, targeting the upper intervals of the Vaca Muerta formation, following completion of the lower intervals.
In March 2025, YPF sold 49% of its stake in Aguada del Chañar block to Compañía General de Combustibles S.A (“CGC”). During 2025, due to the results of the wells in the lower levels of the Vaca Muerta formation, which were below expectations, led to testing the wells in the upper level of the Vaca Muerta formation. As of the date of this annual report, the results are being evaluated.
Across the Core Hub and adjacent development areas (South Hub), YPF remains focused on: (i) optimizing interval selection and stimulation designs; (ii) calibrating well spacing to balance productivity and resource recovery; (iii) mitigating mechanical risks (including casing robustness in curved sections); and (iv) sequencing development to incorporate learnings from pilot programs and fault crossing strategies. These actions are intended to support sustained and capital disciplined growth within the Neuquina basin.
Throughout 2025, 4 new facilities were put into production in the Core Hub blocks: (i) “BND5” battery in Bandurria Sur block, with a processing capacity of 6,000 m3/d; (ii) “4S” and “3C” batteries in La Amarga Chica block, with a processing capacity of 3,000 m3/d and 6,000 m3/d, respectively; and (iii) “3CE” battery in Loma Campana block, with a processing capacity 6,000 m3/d. Additionally, in 2025, the revamping of the Battery 1 in Aguada del Chañar block was completed, which increased processing capacity from 3,000 m3/d to 6,000 m3/d.
Additionally, in February 2026, YPF agreed with Vista to acquire an indirect 4.9% interest in Bandurria Sur block, subject to the fulfillment of closing conditions. If completed, YPF will reach a 44.9% interest in this block. See Note 38 “Acquisition of interest in the “Bandurria Sur”, “Bajo del Toro” and “Bajo del Toro Norte” blocks” section to the Audited Consolidated Financial Statements.
South Hub
In 2025, the South Hub blocks (La Angostura Sur I and La Angostura Sur II), located immediately south of the Core Hub blocks, emerged as YPF’s new flagship development in the Vaca Muerta formation. In March 2025, YPF was granted separate hydrocarbon unconventional exploitation concessions (“CENCH”, by its acronym in Spanish) for the La Angostura Sur I and La Angostura Sur II blocks, formerly under the Aguada Toledo - Sierra Barrosa exploitation concession. These blocks are 100% operated by YPF. During 2025, 40 wells were drilled and 50 wells were put into production. Productivity results have been broadly in line with expectations, reaffirming the strategic decision to accelerate development in South Hub.
While construction of a dedicated processing facility, scheduled to commence operations in 2026, is underway, existing infrastructure has been progressively adapted to produce 46 kbbl/d of crude oil.
Additionally, supported by strong performance and leveraging increased reservoir thickness, during 2025, drilling activity gradually challenged traditional well spacing, reducing inter-well distances while simultaneously increasing fracture intensity design.
In the adjacent area of the South Hub blocks, known as Barreal Grande block, a delineation pilot of 3 wells was drilled to confirm the continuity of favorable reservoir characteristics. As of December 31, 2025, this pilot was put into production, and as of the date of this annual report the results are under evaluation. This block could represent a natural extension of the South Hub development in the near term.
North Hub
Regarding the North Hub blocks (Bajo del Toro, Bajo del Toro Norte, Narambuena and La Escalonada), during 2025, activities were focused on Bajo del Toro Norte block with the completion of a four-well PAD, with performance according to expectations. This PAD incorporated a fiber optic monitoring pilot to improve calibration between well spacing and fracture design for future development. These studies aim to assess additional value potential by developing Bajo del Toro Norte block with reduced spacing and higher stimulation intensity.
In 2025, in Bajo del Toro block, a vertical well was drilled and analyzed to select the optimal interval for a horizontal branch. While all intervals exhibited favorable characteristics, the “Cocina” level proved most attractive. This well was put into production in December 2025.
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In February 2025, the Neuquén Province granted YPF and Compañía de Desarrollo No Convencional S.R.L. (“CDNC”) a CENCH in Narambuena block, each company holding 50% interest in such concession. In 2025, a four-well PAD across different navigable intervals was drilled, continuing the delineation strategy established along with CDNC controlling parent Chevron, which was completed in December 2025. One well of this four-well PAD drilled in the horizon known as “Segunda Cocina” reached a lateral length above 4,000 meters. This four-well PAD is scheduled to go into production in March 2026.
Another milestone of 2025 was the technical evaluation and economic proposal which culminated in the acquisition of a 45% interest in La Escalonada and Rincón La Ceniza blocks through the acquisition of Total Austral S.A.’s 100% of the shares and capital stock of Vaca Muerta Investments S.A. (see Note 3 “Acquisition of VMI” section to the Audited Consolidated Financial Statements). Productivity observed in La Escalonada block and neighboring areas, coupled with four identified navigable intervals, underscores the strategic value this asset is expected to achieve within YPF’s Upstream portfolio.
In February 2026, YPF agreed with Vista to acquire 15% interest in Bajo del Toro and Bajo del Toro Norte blocks, subject to the fulfillment of closing conditions. If completed, YPF will reach a 65% interest in Bajo del Toro and Bajo del Toro Norte blocks. See Note 38 “Acquisition of interest in the “Bandurria Sur”, “Bajo del Toro”, and “Bajo del Toro Norte” blocks” section to the Audited Consolidated Financial Statements.
Gas Hub
In the Gas Hub blocks (Aguada de la Arena, Rincón del Mangrullo, La Ribera, El Orejano y Rincón La Ceniza), the main milestone of 2025 was the technical evaluation and economic proposal which culminated in the acquisition of a 45% interest in Rincón La Ceniza and La Escalonada blocks through the acquisition of Total Austral S.A.’s 100% of the shares and capital stock of Vaca Muerta Investments S.A. See Note 3 “Acquisition of VMI” section to the Audited Consolidated Financial Statements.
In February 2025, the Neuquén Province granted YPF a CENCH in Aguada de la Arena block. During 2025, 2 wells were completed and put into production to satisfy domestic demand, which as of the date of this annual report were still under evaluation.
In December 2025, stimulation operations began on a three-well PAD drilled in 2023 in the south of the Neuquén River in Rincón del Mangrullo block, which is the first to be drilled in this area, with the aim of reducing the productivity risk in this part of the block. The stimulation operations were completed in January 2026, and wells went into production in February 2026.
Non-operated activities
During 2025, the shale hydrocarbon production of the non-operated areas was 96.4 kboe/d (YPF net, from non-operated areas), representing 18% of YPF´s total production (YPF net, from operated and non-operated areas).
In 2025, the unconventional activities in the non-operated areas in the Neuquina basin involved a total investment (YPF net, from non-operated areas) of US$ 416 million in drilling and completion and US$ 223 million in production facilities and other capital expenditures. Shale oil main investments were concentrated in Lindero Atravesado and Bajada de Añelo blocks, while shale gas investments were focused on La Calera and Aguada Pichana Oeste blocks.
During 2025, in La Calera block, a new natural gas dehydration unit was commissioned at the existing Central Production Facility I (“CPF I”), followed by the commissioning of a booster compression. This upgrade increased natural gas treatment and high-pressure compression capacity by 4.5 Mm3/d, complementing the existing 10 Mm³/d of natural gas and 4,800 m³/d of condensate handled by CPF I. As a result, La Calera block currently has a total processing capacity of 14.5 Mm³/d of natural gas and 4,800 m³/d of condensate. Additionally, during 2025, the construction of a second Central Processing Facility (“CPF II”) has been awarded, which will further strengthen La Calera block’s infrastructure, and is expected to enter into operation in the first half of 2028.
In October 2025, a new facility with a processing capacity of 2,350 m³/d of condensate and 2 Mm³/d of natural gas was commissioned in Bajada de Añelo block. This milestone was achieved by bringing existing wells in this block back into production, complemented by the horizontal wells completed in 2025 within the oil-producing area.
Additionally, a technical evaluation and economic proposal culminated in the acquisition of a 54.45% interest in Sierra Chata block through the acquisition of Exxon’s 100% of the shares and capital stock of Mobil Argentina S.A. (currently named SC Gas S.A.U.). See Note 3 “Acquisition of Mobil Argentina S.A.” section to the Audited Consolidated Financial Statements.
Additionally, La Calera and Aguada Pichana Oeste blocks are part of the Plan GasAr 2023-2028 that aim to boost natural gas production in Argentina by granting competitive prices.
Furthermore, on January 2026, YPF entered into an asset exchange agreement with Pluspetrol S.A. (“Pluspetrol”), whereby: (i) YPF agreed to transfer 44.44% of the shares of VMI to Pluspetrol; and (ii) Pluspetrol assigns to YPF 50% of its interest in Aguada Villanueva, Las Tacanas and Meseta Buena Esperanza exploitation concessions. As of the date of this annual report, this agreement is subject to the fulfillment of closing conditions. With this exchange agreement, YPF, which already held 50% of the interest in these exploitation concessions, will hold 100% of interest in these blocks.
Conventional activities
During 2025, the conventional and tight hydrocarbon production from operated activities was 149.4 kboe/d (YPF net, from operated areas), representing 28% of YPF’s total production (YPF net, from operated and non-operated areas).
During 2025, activity in conventional blocks involved a total investment (YPF net, from operated areas) of US$ 166 million, US$ 127 million of which was mainly focused on Manantiales Behr block in the Chubut Province, and US$ 39 million of which was focused mainly on continuing operational sustainability, taking care of the safety of operations and employees, as well as the environment in mature fields in the Mendoza, Río Negro and Neuquén Provinces. See “Item 4. Information on the Company—Business organization—Upstream—Exploration & Development activities—Argentina—Development activities—Conventional activities—Optimization plan of the conventional upstream portfolio”.
Conventional activity is focused on Río Neuquén block, where the only conventional natural gas production project operated by YPF is being developed. During 2025, 5 tight gas wells, drilled in 2024 and 2023, were completed and put into production, which as of the date of this annual report are under evaluation.
During 2025, the conventional and tight hydrocarbon production from non-operated activities was 34.2 kboe/d (YPF net, from non-operated areas), representing 6% of YPF’s total production (YPF net, from operated and non-operated areas).
Optimization plan of the conventional upstream portfolio
On February 29, 2024, YPF’s Board of Directors resolved the disposal of certain groups of assets, mainly mature fields from Golfo San Jorge, Neuquina, Cuyana and Austral basins. This disposal of assets related to mature fields, named “Mature Fields Project”, is consistent with the Company’s management plans, which considers that the ongoing portfolio optimization through the divestment of non-core assets, such as mature fields, is one of the drivers on which YPF’s strategy is based, focusing on activities and investments in unconventional fields. In this sense, during 2024 and significantly in 2025, the Company made progress in the execution of assignment agreements. Additionally, in 2025, the Company included further conventional exploitation concessions to the optimization plan of the conventional upstream portfolio related to mature fields.
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As of December 31, 2025, the agreed closing conditions for 10 assignment agreements were satisfied.
During 2024, the agreed closing conditions for the following exploitation concessions were satisfied:
Escalante - El Trébol.
Llancanelo and Llancanelo R.
During 2025, the agreed closing conditions for the following exploitation concessions were satisfied:
Estación Fernández Oro.
Campamento Central - Cañadón Perdido.
Barrancas, Vizcacheras, La Ventana, Ceferino, Mesa Verde and Río Tunuyán.
Señal Cerro Bayo, Volcán Auca Mahuida, Don Ruiz and Las Manadas.
Al Norte De La Dorsal, Octógono and Dadín.
Cerro Piedra - Cerro Guadal Norte, Barranca Yankowsky, Los Monos, El Guadal - Lomas del Cuy; Cañadón Vasco, Cañadón Yatel, Pico Truncado - El Cordón, Los Perales - Las Mesetas, Cañadón León - Meseta Espinosa and Cañadón de la Escondida - Las Heras.
El Portón (Mendoza - Neuquén), Chihuido de la Salina, Altiplanicie del Payún, Cañadón Amarillo, Chihuido de la Salina Sur and Confluencia Sur.
El Tordillo, Puesto Quiroga and La Tapera.
Additionally, in January 2026, the agreed closing conditions for the “Restinga Alí” exploitation concession were satisfied.
For the assignment agreement of Los Chorrillos, Lago Fuego, Tierra del Fuego - Fracción A, Tierra del Fuego - Fracción B, Tierra del Fuego - Fracción C, Tierra del Fuego - Fracción D and Tierra del Fuego - Fracción E exploitations concessions, the closing conditions were fulfilled and the transfer of 100% of YPF’s rights and obligations in favor of Terra Ignis Energía S.A. was formalized in January 2026.
Also, in January 2026, YPF executed an assignment agreement with Venoil S.A. for the transfer of Cerro Fortunoso and Valle del Río Grande exploitation concessions, located in the Mendoza Province. As of the date of this annual report, the agreement remains subject to the fulfillment of closing conditions, including the formal approval by the relevant regulatory authorities.
On February 18, 2026, YPF’s Board of Directors approved entering into agreements with Pecom Servicios Energía S.A.U. (51%) and its affiliate San Benito Upstream S.A.U. (49%) for the transfer of the Manantiales Behr conventional exploitation concession, the associated hydrocarbon transportation concession, and for the partial sale of stock materials located at the Manantiales Behr and Km 20 warehouses. As of the date of this annual report, the transaction is subject to the fulfillment of closing conditions.
As of the date of this annual report, the assignment agreement that we signed during 2025 for Señal Picada - Punta Barda exploitation concession remains subject to the fulfillment of closing conditions.
As of the date of this annual report, the Company maintains groups of assets as held for sale for which assignment agreements have not yet been signed and continue in negotiations with third parties for their disposal or reversal, and/or are still subject to the fulfillment of closing conditions, including applicable regulatory and provincial approvals. We remain committed to the plan and active negotiations for the disposal of such assets with third parties are in place. For further details see Note 11.a) to the Audited Consolidated Financial Statements.
Additionally, see “Item 4. Information on the Company—Business organization—Upstream—Oil and gas reserves”; “Item 3. Key information—Risk Factors—Risks relating to Argentina—Our business is largely dependent upon economic conditions in Argentina”, “Item 3. Key information—Risk Factors—Risks relating to our business—Our business depends on complex, long-term and capital-intensive projects”; “Item 3. Key information—Risk Factors—Risks relating to our business—We may fail to execute in whole or in part our optimization plan of the conventional upstream portfolio” and “Item 5. Operating and financial review and prospects—Liquidity and capital resources—Capital investments, expenditures and divestitures—Capital divestitures”.
In November 2025, YPF signed a farm out agreement with ENI S.p.A (“ENI”) for a 50% interest in OFF 5 block in Uruguay, which as of the date of this annual report is subject to the fulfillment of closing conditions. As of December 31, 2025, this block represents 16,836 km2 of YPF’s undeveloped acreage.
In 2025, drilling of the committed exploratory well in Charagua block in Bolivia concluded, resulting in a dry well. As of the date of this annual report, all contractual commitments were successfully fulfilled.
The COR 12 and COR 33 blocks located in the Cordillera Oriental basin in Colombia are operated pursuant to the authorization from the Colombian National Hydrocarbons Agency (Agencia Nacional de Hidrocarburos or “ANH”). YPF holds a 60% working interest in the COR 12 block and 55% in the COR 33 block, with a combined net area of 700 km². In 2016, together with our partners, we notified the ANH of our decision to relinquish both blocks. In July 2022, the ANH began an administrative proceeding claiming that exploration commitments had not been fulfilled or paid. In 2025, the ANH resolved both proceedings against YPF, declaring a breach of contractual obligations and imposing a fine of US$ 100,000 for each exploration permit. In November 2025, YPF paid both fines under protest.
Oil and gas reserves
Proved oil and gas reserves are those quantities of oil and gas which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible (from a given date forward, from known reservoirs, and under existing economic conditions, operating methods and government regulations) prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that the project will commence within reasonable time. In some cases, substantial investments in new wells and related facilities may be required to recover proved reserves.
Information on net proved reserves as of December 31, 2025, 2024 and 2023 was calculated in accordance with the SEC rules and FASB ASC 932 rules. Accordingly, crude oil prices used to determine reserves were calculated for crude oils of different quality produced by the Company. Consequently, to calculate our net proved reserves as of December 31, 2025, the Company considered, according to the SEC rules and FASB ASC 932 rules, the unweighted average realized price of crude oils for each month within the 12-month period ended December 31, 2025, which refers to the domestic crude oil prices adjusted by each different quality produced by the Company.
The reported reserves contained in this annual report include only our proved reserves and do not include probable reserves or possible reserves.
Additionally, since there are no benchmark market natural gas prices available in Argentina, the Company considered the 12-month period average ended December 31, 2025 of domestic market realized prices according to the SEC rules and FASB ASC 932 rules, and the prices of contracts awarded to YPF under the Plan GasAr 2023-2028 for certain blocks in certain basins, which will be in effect until their corresponding termination dates. See Note 35.f.1) to the Audited Consolidated Financial Statements.
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Notwithstanding the foregoing, commodity prices have fluctuated significantly in recent years. See “Item 3. Key information—Risk factors—Risks relating to our business—Our oil and gas reserves and production may decline” and “Item 3. Key information—Risk factors—Risks relating to our business—Our oil and gas reserves are estimates”.
Net reserves are defined as that portion of the gross reserves attributable to the interest of the Company after deducting interests owned by third parties. In determining net reserves, the Company excludes from its reported reserves royalties owed to others, whether payable in cash or in kind, where the royalty owner has a direct interest in the underlying production and is able to make lifting and sales arrangements independently. By contrast, to the extent that royalty payments required to be made to a third-party, whether payable in cash or in kind, are a financial obligation, or are substantially equivalent to a production or severance tax, the related reserves are not excluded from the reported reserves despite the fact that such payments are referred to as royalties under local regulations. The same methodology is followed for the reporting our production amounts.
Natural gas reserves exclude the gaseous equivalent of liquids expected to be removed from the natural gas on concessions and leases, at field facilities and at natural gas processing plants. These liquids are included in net proved reserves of NGLs.
Technology used in establishing proved reserves additions
YPF’s estimated proved reserves as of December 31, 2025 are based on estimates generated through the integration of available and appropriate data, utilizing well-established technologies that have been demonstrated in the field to yield repeatable and consistent results. Data used in these integrated assessments include information obtained directly from the subsurface via wellbore, such as well logs, reservoir core samples, fluid samples, static and dynamic pressure information, production test data, and surveillance and performance information. The data used also includes subsurface information obtained through indirect measurements, such as high-quality 2D and 3D seismic data calibrated using available well control. Where applicable, geological outcrops information was also utilized. The tools used to interpret and integrate all this data included both proprietary and commercial software for reservoir modeling, simulation and data analysis. In some circumstances, where appropriate analog reservoir models are available, reservoir parameters from these analog models were used to increase the reliability of our reserves estimates.
For further information on the estimation process of our proved reserves, see “Item 4. Information on the Company—Business organization—Upstream—Oil and gas reserves—Internal controls on reserves and reserves audits”.
Net proved developed and undeveloped reserves as of December 31, 2025
The following tables sets forth information, for the period indicated, regarding our estimated net proved developed and undeveloped reserves of crude oil, NGLs and natural gas:
Proved developed reserves
Consolidated entities
Total Proved developed reserves
Proved undeveloped reserves
Total Proved undeveloped reserves
Proved reserves (2) (3)
Developed
Undeveloped
Total Proved reserves
Includes crude oil (oil and condensate).
Volumes of natural gas in the table above and elsewhere in this annual report have been converted to barrels of oil equivalent at 5,615 cubic feet per barrel.
Proved crude oil and NGLs reserves include an estimated of 84 Mbbl of crude oil and 10 Mbbl of NGLs with respect to royalty payments which, as described above, are a financial obligation or are substantially equivalent to a production or similar tax. Proved natural gas reserves entities include an estimated of 348 bcf with respect to such payments.
As decided by YPF S.A.’s Board of Directors at its meeting held on February 29, 2024, the Company began a divestment process of certain mature fields, with the objective of optimization of the Upstream conventional portfolio. During 2024 and 2025, YPF executed various assignment agreements. Additionally, in 2025, YPF expanded the scope of the divestment process to include additional blocks. As of December 31, 2025, the blocks for which agreements have not yet been finalized but remain under negotiation represent an estimated volume of approximately 81 Mboe of proved reserves.
For further information see Note 11.a) to the Audited Consolidated Financial Statements, “Item 4. Information on the Company—Business strategy”, “Item 4. Information on the Company—Business organization—Upstream—Exploration & Development activities—Argentina—Development activities—Conventional activities—Optimization plan of the conventional upstream portfolio”, “Item 3. Key information—Risk factors—Risks relating to Argentina—Our business is largely dependent upon economic conditions in Argentina”, “Item 3. Key information—Risk factors—Risks relating to our business—Our business depends on complex, long-term and capital-intensive projects”; “Item 3. Key information—Risk Factors—Risks relating to our business—We may fail to execute in whole or in part our optimization plan of the conventional upstream portfolio” and “Item 5. Operating and financial review and prospects—Liquidity and capital resources—Capital investments, expenditures and divestitures—Capital divestures”.
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For information regarding changes in our estimated net proved reserves for the year ended December 31, 2025, 2024 and 2023 see “Supplemental information on oil and gas producing activities (unaudited)” beginning on page S-1 of this annual report.
Reserves replacement ratio
The reserves replacement ratio is the net amount of added proved reserves divided by the volumes produced in any given period.
As of December 31, 2025, the reserves replacement ratio was 198% as a result of an addition of 380 Mboe of net proved reserves (244 Mbbl of liquids, and 136 Mboe of natural gas), and considering 192 Mboe produced during the year and the amount of proved reserves at the beginning of 2025. During 2025, net proved reserves increased 17.2% from 1,096 Mboe as of December 31, 2024 to 1,284 Mboe as of December 31, 2025.
By excluding the reserves and production volumes associated with the assets within the optimization plan of the conventional upstream portfolio, our reserves replacement ratio yields 267% as of December 31, 2025. See “Item 4. Information on the Company—Business organization—Upstream—Exploration & Development activities—Argentina—Development activities—Conventional activities—Optimization plan of the conventional upstream portfolio”
Moreover, if the analysis refers solely to unconventional fields, the reserves replacement ratio reached 320% as of December 31, 2025.
For additional information regarding changes in proved reserves and the reliability of proved reserves estimates, see “Supplemental information on oil and gas producing activities (unaudited)”, “Item 3. Key information—Risk factors—Risks relating to our business—Our oil and gas reserves and production may decline” and “Item 3. Key information—Risk factors—Risks relating to our business—Our oil and gas reserves are estimates”.
The table below sets forth, for each of the periods indicated, information regarding reserves replacement ratio:
Reserves replacement ratio (1)
Includes sales and acquisitions volumes.
The following paragraphs explain in further detail the most significant changes in our net proved undeveloped reserves for the year ended December 31, 2025.
Changes in our net proved undeveloped reserves during 2025
YPF had an estimated volume of net proved undeveloped reserves of 642 Mboe as of December 31, 2025, which represented 50% of the 1,284 Mboe total net proved reserves as of such date. As of December 31, 2024, the estimated net proved undeveloped reserves were 478 Mboe (44% of the 1,096 Mboe total net proved reserves as of such date).
The 34% increase in net proved undeveloped reserves in 2025 is mainly attributable to:
Extensions and discoveries, which added 411 Mboe (265 Mbbl of liquids and 819 bcf of natural gas) of proved undeveloped reserves mainly from unconventional oil and gas projects of the Vaca Muerta formation at the Neuquina basin in the following blocks: La Angostura Sur I, La Amarga Chica, Bandurria Sur, La Calera and La Angostura Sur II.
Field development projects related to proved undeveloped reserves, which allowed to transfer 129 Mboe from proved undeveloped reserves to proved developed reserves mainly in the Neuquina basin. The contributions are related to development wells (126 Mboe) and enhanced recovery projects (3 Mboe), mainly from the following blocks: La Amarga Chicha, Loma La Lata Norte, La Angostura Sur I, Bandurria Sur, Aguada del Chañar and La Calera.
Changes in drilling schedules and projects’ strategy resulted in a decrease of 82 Mboe (40 Mbbl of liquids and 239 bcf of natural gas).
Changes in oil and gas prices and its impact in economics, which resulted in a reduction of 8 Mboe of proved undeveloped reserves.
During 2025, YPF’s total capital expenditures to continue the development of reserves was US$ 1,881 million, of which US$ 1,626 million was allocated to projects related to proved undeveloped reserves.
As of December 31, 2025, we did not have material amounts of proved undeveloped reserves in individual fields or countries that have remained undeveloped for five years or more after being disclosed as proved undeveloped reserves.
Internal controls on reserves and reserves audits
All of our oil and gas reserves held in consolidated companies have been estimated by our petroleum engineers. In order to meet the high standard of “reasonable certainty”, reserves estimates are stated taking into consideration additional guidance as to reservoir economic producibility requirements, acceptable proved area extensions, drive mechanisms and improved recovery methods, marketability under existing economic and operating conditions and project maturity.
Where applicable, the volumetric method is used to determine the original quantities of petroleum in place. Estimates are made by using various types of logs, core analysis and other available data. Formation tops, gross thickness and representative values for net pay thickness, porosity and interstitial fluid saturations are used to prepare structural maps to delineate each reservoir and isopachous maps to determine reservoir volume. Where adequate data is available and where circumstances are justified, material-balance and other engineering methods are used to estimate the original hydrocarbon in place.
Estimates of ultimate recovery in conventional reservoirs are usually reviewed by applying recovery factors to the original quantities of petroleum in place. These factors are based on the drive mechanisms inherent in the reservoir, analysis of the fluid and rock properties, the structural position of the reservoir and its production history. In some instances, comparisons are made with similar production reservoirs in the blocks where more complete data is available.
For unconventional reservoir developments, reserves estimates are focused on performance-based methodologies, where stimulation technique and current technology information are also integrated in the analysis. When applicable, statistical evaluations are implemented considering state-of-the-art methods.
Where adequate data is available and where circumstances are justified, material-balance and other engineering methods are used to estimate ultimate recovery. In these instances, reservoir performance parameters such as cumulative production, production rate, reservoir pressure, gas to oil ratio behavior and water production are considered in estimating ultimate recovery.
In certain cases where the above methods cannot be used, proved reserves are estimated by analogy to similar reservoirs where more complete data are available.
To control the quality of reserves booking, a process has been established that is integrated into YPF’s internal control system.
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This process to manage reserves booking is centrally controlled and has the following components:
The Reserves Audit department (“RA”) is separate and independent from the Upstream business segment. RA’s activity is overseen by YPF’s Audit Committee, which is also responsible for supervising the procedures and systems used in the recording of and internal control over the Company’s hydrocarbon reserves. The primary objectives of the RA are to ensure that YPF’s proved reserves estimates and disclosure are in compliance with the rules of the SEC, the FASB and the Sarbanes-Oxley Act, and to review annual changes in reserves estimates and the reporting of YPF’s proved reserves. The RA is responsible for: (i) preparing the information to be publicly disclosed concerning YPF’s reported proved reserves of oil, NGLs and natural gas; and (ii) providing training to personnel involved in the estimation of reserves and reporting process within YPF. The RA is managed by and staffed with individuals that have an average of more than 20 years of technical experience in the petroleum industry, including in the classification and categorization of reserves under the SEC guidelines. The RA staff includes several individuals who hold advanced degrees in either engineering or geology, as well as individuals who hold bachelor’s degrees in various technical studies.
The Reserves Auditor, who has headed the RA since October 2025, is responsible for overseeing the preparation of the reserves estimates and reserves audits conducted by third-party engineers. The current Reserves Auditor has over 30 years of experience in the oil and gas industry having held different positions at Tecpetrol S.A. From December 2022 to October 2025, he served as Reserves & Technical New Ventures Director at Tecpetrol S.A. Throughout his career, he has held key roles as Reserves Manager, Development Manager, and Operations Manager, leading multidisciplinary teams, optimizing reserves, and developing fields in Latin America and in the United States. He holds a degree in chemical engineering from Universidad Nacional de La Plata, with a specialization in reservoir engineering from Universidad Nacional de Buenos Aires and a master’s degree in petroleum engineering from Texas A&M University. Consistent with our internal control system requirements, the Reserves Auditor’s compensation is not affected by changes in reported reserves.
A quarterly internal review by the RA of changes in proved reserves submitted by the Upstream business segment and associated with properties where technical, operational or commercial issues have arisen.
A Quality Reserve Coordinator (“QRC”) is assigned to each area of the Upstream business segment to ensure that there are effective controls in the estimation of proved reserves and approval process of the estimates and the timely reporting of the related financial impact of proved reserves changes. Our QRCs are responsible for reviewing proved reserves estimates. The qualification of each QRC is made on a case-by-case basis with reference to the recognition and respect of such QRC’s peers. YPF would normally consider a QRC to be qualified if such person: (i) has a minimum of 5 years of practical experience in petroleum engineering or petroleum geology, with at least 3 years of such experience in charge of the estimation and evaluation of reserves; and (ii) has either obtained, from a college or university of recognized stature, a bachelor’s or advanced degree in petroleum engineering, geology or other related discipline of engineering or physical science, or received, and is maintaining in good standing, a registered or certified professional engineer’s license or a registered or certified professional geologist’s license, or the equivalent thereof, from an appropriate governmental authority or professional organization.
A formal review through technical review committees to ensure that both technical and commercial criteria are met prior to the commitment of capital expenditure to projects.
Our internal audit team examines the effectiveness of YPF’s internal controls over financial reporting, which are designed to ensure the reliability of reporting and safeguarding of all the assets and examines YPF’s compliance with the law, regulations and internal standards.
According to our internal policy, YPF hires independent auditors to conduct external reserve audits on its oil and gas properties. These external reserve audits must be carried out by qualified independent auditors of recognized prestige in the oil and gas industry, separately from the internal reserves review process. These independent auditors, each year, audit properties which represent 100% of YPF reserve volumes. However, upon request, a specific property might be audited more than once a year. Furthermore, the audit reserve program may include new acquisitions and/or specific requests from YPF.
YPF’s proved reserves figures have to be within 7% or 10 Mboe of the third-party reserves audit figures for YPF to declare that the volumes have been ratified by a third-party reserves audit. In the event that the difference is greater than the tolerance, YPF will re-estimate its proved reserves to achieve this tolerance level or should disclose the third-party figures. YPF has adopted the above-mentioned procedure by approving the corresponding internal policy.
In 2025, DeGolyer and MacNaughton audited a 100% of YPF operated and non-operated blocks in Argentina in the Neuquina, Golfo San Jorge and Cuyana basins. Copies of the related reserves audit reports are filed as an exhibit to this annual report.
Additionally, YPF estimates reserves under Petroleum Resources Management System (“PRMS”) criteria. As of December 31, 2025, 100% of YPF’s blocks were externally audited under this criteria by DeGolyer and MacNaughton, although this should not be interpreted as an external certification or audit of oil and gas reserves under SEC rules and FASB ASC 932 rules. See Note 2.c) “Oil and gas reserves” section to the Audited Financial Statements.
We are required, in accordance with Resolutions No. 324/2006 of the former Argentine Energy Secretariat and No. 69/2016 of the former Argentine Subsecretariat of Hydrocarbons Resources (“SRH”, by its acronym in Spanish), to annually file by March 31 details of our estimates of our oil and gas reserves and resources with the SE, as defined in those resolutions, and certified by an external auditor. The aforementioned certification and external audit only have the meaning established by the aforementioned resolutions and are not to be interpreted as an external certification or audit of oil and gas reserves under SEC rules and FASB ASC 932 rules. The last report filed was for the year ended December 31, 2024. Estimates of our oil and gas reserves filed with the SE are materially higher than the estimates of our proved oil and gas reserves contained in this annual report, mainly because of: (i) information filed with the SE includes all properties of which we are operators, irrespective of the level of our ownership interests in such properties; (ii) information filed with the SE includes other categories of reserves and resources that are not included in this annual report, which are different from estimates of proved reserves consistent with the SEC rules and FASB ASC 932 rules contained in this annual report; and (iii) the definition of proved reserves under the aforementioned Resolutions is different from the definition of “proved oil and gas reserves” established in Rule 4-10(a) of Regulation S-X. Accordingly, all proved oil and gas reserves estimates included in this annual report reflect only proved oil and gas reserves consistent with the rules and disclosure requirements of the SEC and FASB ASC 932 rules.
Oil and gas production, production costs and sales prices
The following table sets forth, for each of the periods indicated, information regarding our crude oil (including crude oil and condensate), NGLs and natural gas production on an as sold and annual basis. In determining net production, we exclude royalties owed to others, whether payable in cash or in kind, where the royalty owner has a direct interest in such production and is able to make lifting and sales arrangements independently. By contrast, to the extent that royalty payments required to be made to a third-party, whether payable in cash or in kind, are a financial obligation or are substantially equivalent to a production or severance tax, they are not excluded from our net production amounts despite the fact that such payments are referred to as royalties under local regulations. This is the case for our production in Argentina, where royalty expense is accounted for as a production cost.
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Oil and condensate production (1)
Total Oil and condensate production (2)
NGLs production (1)
Total NGLs production (3)
Natural gas production (1)
Total Natural gas production (4) (5)
Oil equivalent production (1) (6)
Oil and condensate
NGLs
Natural gas
Total Oil equivalent production
Loma La Lata Central Fracción and Loma La Lata Norte fields (southern and northern parts of the Loma La Lata field) in Argentina contain approximately 17.5% of our total proved reserves expressed on an oil equivalent barrel basis. In these fields, for the years ended December 31, 2025, 2024 and 2023, oil and condensate production was 13, 13 and 11 Mbbl, respectively, NGLs production was 5, 4 and 4 Mbbl, respectively, and natural gas production was 57, 61 and 65 bcf, respectively.
Crude oil production for the years ended December 31, 2025, 2024 and 2023 includes an estimated 12, 13 and 12 Mbbl, respectively, with respect to royalty payments which are a financial obligation or are substantially equivalent to a production or similar tax.
NGLs production for the years ended December 31, 2025, 2024 and 2023 includes an estimated 2, 2 and 2 Mbbl, respectively, with respect to royalty payments which are a financial obligation or are substantially equivalent to a production or similar tax.
Natural gas production for the years ended December 31, 2025, 2024 and 2023 includes an estimated 53, 55 and 54 bcf, respectively, with respect to royalty payments which are a financial obligation or are substantially equivalent to a production or similar tax.
Does not include volumes consumed or flared in operations (whereas sale volumes shown in the reserves table included in “Supplemental information on oil and gas producing activities (unaudited)—Oil and gas reserves” include volumes consumed in operations).
Volumes of natural gas have been converted to barrels of oil equivalent at 5,615 cubic feet per barrel.
The composition of the crude oil produced by us in Argentina varies by geographic area. Almost all crude oil produced by us in Argentina has very low or no sulfur content. We sell a significant portion of the crude oil we produce in Argentina to our Midstream and Downstream business segment. Most of the natural gas produced by us is of pipeline quality. All of our natural gas fields produce commercial quantities of condensate and, substantially, all of our crude oil fields produce associated gas.
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The following table sets forth, for each of the periods indicated, the average production costs and average sales prices:
Rest of
Production costs and sales prices (1)
Year ended December 31, 2025
Lifting costs
Taxes and similar payments (2)
Other costs (4)
Average production costs
Average oil sales price
Average NGLs sales price
Average natural gas sales price (3)
Year ended December 31, 2024
Year ended December 31, 2023
The amounts are reported “as sold basis”.
Does not include ad valorem and severance taxes, including the effect of royalty payments which are a financial obligation or are substantially equivalent to such taxes, in an amount of 5.2 US$/boe, 5.8 US$/boe and 5.3 US$/boe for the years ended December 31, 2025, 2024 and 2023, respectively.
Includes revenues from incentive programs for natural gas production in Argentina. See Note 35.f.1) to the Audited Consolidated Financial Statements.
Includes (1.0) US$/boe, (1.0) US$/boe and (0.9) US$/boe for the years ended December 31, 2025, 2024 and 2023, respectively, corresponding to the implementation of IFRS 16 “Leases”. See Note 2.b.4) to the Audited Consolidated Financial Statements.
During 2025, our downstream activities included refining and transportation of crude oil, and the commercialization and transportation of fuels, lubricants, LPG, and other refined petroleum products in the domestic wholesale and retail markets and certain export markets; while our midstream activities included the natural gas transportation, the conditioning and processing of natural gas retained in plant for the separation and fractionation of NGLs, the storage of the produced natural gas, and the commercial and technical operation of the LNG regasification terminal in Escobar.
In 2025, the Midstream and Downstream business segment was organized into the following divisions:
Refining & Logistics division (crude oil refining and production of petrochemical products, transportation of crude oil to refineries and distribution of refined and petrochemical products to be marketed in the different sales channels).
Midstream Oil & Trading division (development, construction and operation of oil pipelines to evacuate crude oil production of the Vaca Muerta formation, and trading of refined products and crude oil in international markets).
Marketing division (commercialization and marketing of refined, petrochemical and resale products).
Midstream Gas division (natural gas transportation, conditioning and processing of natural gas retained in plant for the separation and fractionation of NGLs, storage of the produced natural gas, and the commercial and technical operation of the LNG regasification terminal in Escobar).
Refining & Logistics division
As of December 31, 2025, the Refining & Logistics division was grouped as follows: (i) three Refining units; and (ii) Logistics unit.
Refining units
We are Argentina’s leading refiner, holding more than 50% of the country’s total refining capacity, through our 3 wholly-owned refineries (La Plata, Luján de Cuyo and Plaza Huincul refineries) which have an aggregate refining capacity of 123.4 Mbbl (338.0 kbbl/d) and are strategically located along our crude oil pipeline and refined product pipeline distribution systems near the most important urban centers. We operate these refineries at high utilization rates. In 2025, we achieved an average utilization rate of 94.5%.
In 2025, our crude oil production represented 69.6% of the total crude oil processed by our refineries. The remaining crude oil processed by our refineries was purchased from third parties. The percentage of crude oil purchased from third parties is gradually increasing due to the optimization plan of the conventional upstream portfolio (see “Item 4. Information on the Company—Business strategy—Strategic pillars: “YPF 4×4”” and “Item 4. Information on the Company—Business organization—Upstream—Exploration & Development activities—Argentina—Development activities—Conventional activities—Optimization plan of the conventional upstream portfolio”).The following table sets forth, for each of the periods indicated, information regarding processing levels of our refineries:
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La Plata Refinery
Luján de Cuyo Refinery
Plaza Huincul Refinery
The crude oil processed in our refineries during 2025 was the highest processing since 2007, exceeding processing record levels obtained in 2024, and the production of finished gasoline and middle distillates (such as diesel and jet fuel) was the highest it had been since that same year.
The following table sets forth, for each of the periods indicated, information regarding the production of our refineries:
Throughput crude
Throughput feedstock
Throughput crude / feedstock
Production
Diesel fuel
Motor gasoline
Petrochemical naphtha
Jet fuel
Base oils
Fuel oil
Coke
LPG
Asphalt
The La Plata Refinery is the largest refinery in Argentina, located at the port in the La Plata city, in the Buenos Aires Province, 60 km from the Autonomous City of Buenos Aires, with a nominal capacity of 198.9 kbbl/d. It is a complex refinery with three distillation units, two vacuum distillation units, two fluid catalytic cracking units, two coking units, a coke naphtha hydrotreater unit, two platforming units, two diesel hydro finishing units, a gasoline hydrotreater, an isomerization unit, a fluid cracking catalyst (“FCC”) naphtha splitter and desulfuration unit, a lubricants complex, and a petrochemical complex that generates methyl tert-butyl ether (“MTBE”), polyisobutylene (“PIB”), linear alkyl benzene (“LAB”), linear alkyl sulfone (“LAS”), tert-amyl methyl ether (“TAME”) and aromatics compounds used for both blending gasoline and other chemical products.
During 2025, maintenance stoppages were carried out at Topping C, Coke A and diesel hydro finishing units, with efficiency approaches in expenses and turn-off duration.
Due to operational efficiencies and the development of the crude oil slate, the Topping D unit reached a new maximum capacity in 2025, increasing global capacity by 6.0 kbbl/d.
In 2025, the crude oil processed at La Plata Refinery (of which 66.5% was produced by us) was produced mainly from the Neuquina basin. The La Plata Refinery crude oil supplies come mainly from the Neuquina basin by pipeline to Puerto Rosales in the Buenos Aires Province, and then by pipeline from Puerto Rosales to La Plata Refinery.
The Luján de Cuyo Refinery, the second largest in Argentina, located in the Mendoza Province, with a nominal capacity of 113.9 kbbl/d, includes two distillation units, a vacuum distillation unit, two delayed coker units, a fluid catalytic cracking unit, a vacuum gas oil hydrocracker unit, a platforming unit, an ethyl tertiary-butyl ether (“ETBE”) unit, an isomerization unit, an alkylation unit, a FCC naphtha splitter, a hydrocracking unit, a FCC naphtha hydrotreater unit and two gasoil hydrotreating units.
Due to its location in the western of the Mendoza Province and its proximity to significant distribution terminals we own, the Luján de Cuyo Refinery has become the primary facility responsible for refining petroleum products to supply the domestic market of the central and northwest provinces of Argentina. The Luján de Cuyo Refinery receives crude oil supplies from the Neuquina and Cuyana basins by pipeline directly into the facility. In 2025, 73.0% of the crude oil processed at the Luján de Cuyo Refinery was produced by us.
During 2025, the Luján de Cuyo Refinery reached a new daily crude oil processing record of 108.5 kbbl/d. Although it was affected by the maintenance stoppages of the Topping IV, the vacuum distillation, the Coke II and the platforming units, these stoppages lasted the expected times but also included operating expenses efficiencies.
The Plaza Huincul Refinery, located in the Neuquén Province, has a nominal capacity of 25.2 kbbl/d and produces gasoline, diesel and jet fuel, which are sold primarily in nearby areas and in the southern regions of Argentina. Heavier products are transported by pipeline from the Plaza Huincul Refinery to the La Plata Refinery for further processing.
The Plaza Huincul Refinery receives its crude oil supplies from the Neuquina basin by pipeline. Along with the development of La Angostura Sur I and La Angostura Sur II blocks and the completion of the revamping of the Refinery’s crude oil unit, the Plaza Huincul Refinery achieved a new record for the production of jet fuel, gasoil and gasoline since 2007. Additionally, the Refinery’s operating processing levels have been similar to those of years prior to 2020.
Regarding investments related to new specifications for sulfur content in fuels (see Note 35.b.2) to the Audited Consolidated Financial Statements), during 2025, we continued working in the Luján de Cuyo Refinery to improve the quality of diesel fuel, in a new hydro desulfurization unit II (“HDS”), a new hydrogen generator unit II (“Hydrogen II”), and the revamping of the HDS I unit.
Biofuels are one of the main supplies for gasoline and diesel production. Law No. 27,640 established the percentages of biofuels that must be added to gasoline and diesel and whose validity was set until December 31, 2030. Gasoline requires a 12.0% blend of ethanol, while diesel required 7.5% blend of fatty acid methyl esters (“FAME”) until November 2025 when the percentage was reduced to 7%.
Our refineries are certified under International Organization for Standardization (“ISO”) standards. See “Item 4. Information on the Company—Our environmental, social and governance (“ESG”) commitment—Environmental matters in Argentina”.
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Incremental production delivered substantial cost savings through reduced import requirements. Additionally, we achieved an export surplus, transitioning from a net importer position to that of a net exporter, while sustaining elevated levels of processing capacity.
During 2025, renewable energy supplied by the Manantiales Behr, Los Teros I and II, and Cañadón León wind farms represented a significant share of electricity consumption across our downstream operations: 19.2% for the La Plata Refinery and Petrochemical complex; 15.2% for the Luján de Cuyo Refinery; 88.4% for the logistics operations; and 24.6% for overall downstream activities. This represents a 2.0% increase compared to 2024, with a broader integration of renewable energy sources into industrial and logistics activities.
In 2025, the company Santa Fe Bio S.A. was created, a joint venture with Essential Energy S.A., in which we hold a 50% equity stake, which plans to build an advanced technology biorefinery to produce aviation fuels from vegetable oils.
Logistics unit
Under the Logistics unit, we have available for our use a network of 3 major oil pipelines, all of which are wholly-owned by us. The crude oil transportation network includes 1,165 km of crude oil pipelines. We have a total crude oil tankage of 2 Mbbl and maintain terminal facilities at 5 ports in Argentina.
Information with respect to YPF’s interest in its network of crude oil operating pipelines, for the period indicated, is set forth in the table below:
Length (km)
From
To
YPF interest
Daily capacity
Puesto Hernández
Puerto Rosales
La Plata refinery
We also own 3 tanks in Berisso City, in the Buenos Aires Province, with 90,000 m3 of capacity.
We also operate a network of multiple pipelines for the transportation of refined products in Argentina, with a total length of 1,804 km. We also own 17 storage terminals for distribution of refined products and 7 LPG storage terminals with an aggregate capacity of 1,641,808 m3.
Three of our storage terminals for distribution are annexed to the Luján de Cuyo, La Plata and Plaza Huincul refineries, while 10 have maritime or river connections.
We operate 49 airplane refueling facilities, as well as 134 manual fuel dispensers and 11 automatic fuel dispensers. These facilities provide a flexible, nationwide distribution system and enable us to support exports operations. Products are delivered by an exclusive third- party tanker truck fleet consisting of 2,467 units.
In 2025, the dredging of one of the Barranqueras stream’s branches was completed, which resulted in improved operational efficiency due to navigation being used instead of land transportation.
Midstream Oil & Trading division
Midstream oil unit
The Midstream oil unit plays a crucial strategic role in optimizing the development of the Vaca Muerta formation’s unconventional crude oil. Aligned with this objective, this division is responsible for ensuring the efficient evacuation of the ramped-up crude oil production of Argentina, to achieve the required capacity in the shortest time possible, as well as the development of alternative evacuation routes, all aimed at consolidating and supporting YPF’s strategic plan (see “Item 4. Information on the Company—Business strategy—Strategic pillars: “YPF 4×4””) and business plans.
YPF holds an interest of 36% in both parts of the Trans-Andean oil pipeline (Oleoducto Trasandino (Argentina) S.A. and Oleoducto Trasandino (Chile) S.A.), which transports crude oil from Argentina to Chile. During 2025, YPF was responsible for shipping more than 5,510 m3/d of crude oil through this pipeline, which represented 42.3% of the total crude oil transported.
Additionally, YPF holds an interest of 75.2% in the transportation concession of the Vaca Muerta Norte oil pipeline (“VMON”), a 151 km pipeline with a capacity of 25,000 m3/d, aimed at guaranteeing the supply of the Luján de Cuyo Refinery and the export of crude oil to Chile. During 2025, VMON led to the transport of 17.3 km3/d of crude oil, of which 10.2 km3/d corresponded to YPF.
Furthermore, YPF holds a 24.49% equity stake in VMOS S.A., which aims the construction of the Vaca Muerta Sur oil pipeline (“VMOS”). During 2025, progress continued through the VMOS project aimed to export the production of unconventional crude oil from the Neuquina basin to the Atlantic coast, which will be achieved through the construction of approximately a US$ 3 billion and 437 km pipeline connecting the towns of Allen and Punta Colorada in the Río Negro Province, with a maximum design transport capacity of 700 kbbl/d, as well as an onshore terminal with a storage capacity of 3,774 kbbl and an offshore terminal. YPF’s total shipment commitment is 120 kbbl/d out of a total of 490 kbbl/d committed by all initial shippers.
In March 2025, Resolution No. 302/2025 approved VMOS S.A.’s application to the RIGI, the VMOS project, classified as a Long-Term Strategic Export Project in the oil and gas sector of Argentina. See Note 35.g) to the Audited Consolidated Financial Statements.
As of the date of this annual report, the VMOS pipeline is under construction and is expected to have an early start-up by the fourth quarter of 2026 and a final start-up to be completed during 2027, along with the onshore and offshore terminals.
Furthermore, in the second quarter of 2025, the operation of the Vaca Muerta Oil Centro (“VMOC”) oil pipeline began, with a capacity of 377 kbbl/d, connecting the Core Hub of the Vaca Muerta formation (composed mainly of the Loma Campana, La Amarga Chica, Bandurria Sur and Aguada del Chañar blocks) with the town of Allen in the Río Negro Province. The start-up of the VMOC pipeline enables additional transport capacity to: (i) Oldelval’s system, allowing the supply of the La Plata Refinery and/or export activities; and (ii) the VMOS pipeline, exclusively for export activities, strengthening logistics integration and the output capacity for incremental production.
In addition, in June 2025, YPF acquired 15% of Tecpetrol’s shares of Oleoducto Loma Campana - Lago Pellegrini S.A., owner of the Loma Campana - Lago Pellegrini oil pipeline (“OLCLP”), in which YPF already held the remaining 85% equity stake, becoming consequently the sole owner of OLCLP, which allows the evacuation of conventional and unconventional crude oil from the Vaca Muerta formation.
We also hold a 33.15% equity stake in Terminales Marítimas Patagónicas S.A., operator of two storage and port facilities: (i) Caleta Córdova in the Chubut Province, with a capacity of 285,000 m3; and (ii) Caleta Olivia in the Santa Cruz Province, which has a capacity of 215,000 m3. Additionally, we hold a 37% equity stake in Oldelval S.A., operator of the Puesto Hernández / Plaza Huincul / Allen - Puerto Rosales crude oil pipeline, which has a capacity of 540,940 boe/d, and a 30% equity stake in OTAMERICA Ebytem S.A. (former corporate name “Oiltanking Ebytem S.A.”), operator of the maritime terminal in Puerto Rosales, which has a storage capacity of 779,994 m3.
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Trading unit
Our Trading unit sells refined products and crude oil to international and domestic customers. We also purchase crude oil from domestic oil companies and refined products from international suppliers to meet the requirements of our industrial system.
During 2025, we strengthened the exports of Medanito crude oil to Chile using the Trans-Andean oil pipeline, and in 2025, revenue from this operation amounted to US$ 845.5 million (2,009 km3), compared to US$ 913.6 million (1,887 km3) in 2024. Additionally, we continued with our exports of other varieties of crude oil to different destinations.
In 2025, we signed a long-term agreement with Empresa Nacional del Petróleo (“ENAP”) for eight years, establishing a stable and large-scale commercial framework that enables sustained crude oil exports to Chile. This agreement provides for an estimated volume of 95 to 100 Mbbl and generating approximately US$ 6.5 billion in revenue over the contractual term, which represents one of the most important milestones in regional energy integration and strengthens the visibility and predictability of our export flows.
We also held the second edition of the event “Delivering the Full Potential of Vaca Muerta - Argentina” which brought together more than 100 local and international companies. This event aimed to reinforce the positioning of Medanito crude oil as a globally competitive resource, as well as to consolidate YPF and Argentina as key players in the development and promotion of Vaca Muerta’s export potential.
Additionally, during 2025, we export petroleum coke mostly to Brazil and China. We also sustained the supply of virgin naphtha, butane, and base oils to a variety of destinations.
The following table sets forth, for each of the periods indicated, volumes of export sales:
Exports
Crude oil
Refined products
Marine fuels
The following table sets forth, for each of the periods indicated, volumes of sales to the domestic market:
Domestic market
In 2025, imports of low-sulfur diesel, AvGas, among others, totaled 1.5 Mbbl, a 23.1% decrease compared to 2024. United States, Togo and Kuwait were the main origin countries of these imports, which we purchased for the resale in the domestic market.
In 2025, imports of fertilizers totaled 0.3 million tn, a 160.6% increase compared to 2024. China and Marruecos were the main destinations of origin of these imports, which we purchased for the resale in the domestic market.
Additionally, in October 2025, YPF S.A. acquired 50% of the share capital and voting rights of Refinor del Norte S.A. (“Refinor”) from Hidrocarburos del Norte S.A. With this acquisition, YPF, which already held 50% of the share capital, holds 100% of Refinor’s share capital.
Marketing division
We market a wide range of refined petroleum and petrochemical products throughout Argentina through an extensive network of sales personnel, YPF-owned and independent distributors, and a broad retail distribution system.
YPF sells two types of gasoline: (i) Infinia gasoline, a premium 98 octane gasoline; and (ii) Super gasoline, a regular 95 octane gasoline. In 2025, the premium mix obtained (26.1%) increased 1.3 percentage points (“pp”) compared to the mix obtained in 2024 (24.8%). Additionally, YPF sells two types of diesel: (i) 500 parts per million (“ppm”) of sulfur diesel (“low-sulfur diesels”); and (ii) 10 ppm of sulfur diesel (“Infinia diesel”). In 2025, their mix was 32.4%, representing an increase of 3 pp compared to the mix obtained in 2024 (29.4%). Additionally, in October 2025, we launched a new fuel, “D10” (10 ppm of sulfur) for the passenger transport segment reaching a sales volume of 24,076 m3 as of December 31, 2025.
In 2025, YPF maintained its leading position in the sale of liquid fuels in Argentina, with a market share of 55.5%. According to information provided by the SE, as of December 31, 2025, our market share of Infinia and Super gasolines was 58.5% and 54.4% respectively, compared to 58.7% and 55.3%, respectively, as of December 31, 2024; and, as of December 31, 2025, our market share of low-sulfur diesels and Infinia diesel was 52.7% and 62.2%, respectively, compared to 53.8% and 62.6%, respectively, as of December 31, 2024.
The table below, for each of the periods indicated, provides information about our domestic market liquid fuels sales volumes:
Sales volume
Super gasoline
Infinia gasoline
Diesel (500 and 800 ppm)
Infinia diesel (10 ppm)
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During 2025, competitors remained active in communication, promotions, loyalty actions and bank discounts. To enhance brand loyalty, YPF launched campaigns with the aim of positioning itself on the following features: quality, proximity, innovation, avant-garde, trajectory and being an engine of the Argentine economy. Throughout 2025, we showed high presence in all media with campaigns from Infinia, YPF Boxes, YPF’s convenience store unit (“Full stores”) and ServiClub, promoting the quality of products, generating closeness with benefits and improving customer experience. Additionally, in 2025, the alliance with Adidas was renewed through a soccer ball promotion, strengthening YPF’s brand loyalty.
The YPF App is a mobile application of our subsidiary YPF Digital that functions as a virtual wallet, enabling transactions both within and outside the YPF ecosystem. It streamlines fuel purchases, payments at Full stores, and Boxes services, offering exclusive discounts. Through QR code payments, users can use linked credit or/and debit cards or account balances, earn and redeem ServiClub points, and manage fuel dispensing. Additionally, it allows access to various financial services and other features, such as bill payments and transfers, among others.
In 2025, YPF consolidated its leadership in digital payments. The YPF App was the main driver of this transformation, exceeding 64 million transactions during 2025, a milestone that reflects sustained customer adoption. The use of the YPF App not only streamlined payments and strengthened customer loyalty but also allowed for consistent improvements in customer experience and personalization. Within this context, the YPF App positioned itself as the leading payment method within YPF’s own network.
Additionally, nearly 4 out of 10 transactions at our retail service stations network were made through the digital payment methods (which include the YPF App). Additionally, in December 2025, 45.0% of payments at operated retail service stations were collected through the QR payment method.
During 2025, the YPF App took a key strategic step by becoming an open application, beginning its evolution into the leading mobility platform in Argentina. This process expanded its reach beyond fuel payments, incorporating new features such as self-service, free transfers, bill payments, and payments in U.S. dollars, among others. These functionalities consolidated the YPF App as a comprehensive digital ecosystem, aimed at solving specific user needs and generating a direct impact on our business, such as the “Nighttime Differential Pricing”, where the YPF App was one of the channels selected to implement the discount.
The continued expansion of the digital ecosystem and the integration of services increasingly linked to mobility strengthen the role of the YPF App as a comprehensive point of contact with customers, consolidating its development and decisively advancing towards leadership in the mobility ecosystem in Argentina.
Furthermore, in the context of an increasingly competitive and dynamic market, YPF strengthened its commitment to innovation and leadership with the launch of the Commercialization RTIC in 2025. This initiative leverages real-time data and AI to optimize strategic decision-making across more than 1,600 service stations and over 1,000 Full stores nationwide. The main purpose of the Commercialization RTIC is to consolidate YPF’s leadership, maximize business profitability, elevate customer experience, and optimize commercial operations.
As of December 31, 2025, Marketing division’s business units are grouped as follows: (i) Retail unit; (ii) Transport & Industry unit; (iii) Aviation unit; (iv) Lubricants unit; and (v) Chemical unit, focusing on each kind of customers’ requirements.
Retail unit
The Retail unit focuses on delivering the best experience at our retail service stations, based on sustainability, technology, and innovation. Our goal is to provide energy and convenience solutions to our customers in transit. We subdivide the Retail unit into the (i) Retail Network sub-unit and (ii) Convenience Store sub-unit.
Our Retail Network sub-unit sells through a consignment model fuels to the retail service stations. In 2025, we remained as the main fuel retailer in Argentina, with 32.1% of the Argentina’s retail service stations as of December 31, 2025, according to our estimates.
As of December 31, 2025, the Retail Network sub-unit sales network consisted of 1,688 active retail service stations in Argentina, of which 130 are operated by Operadora de Estaciones de Servicios S.A. (“OPESSA”), our wholly-owned subsidiary, 142 are operated by the Automóvil Club Argentino (“ACA”), and the rest are operated by third parties.
In 2025, we inaugurated 21 retail service stations, which have impacted 20 districts and 12 Argentine provinces; as part of a strategy aimed at consolidating our presence in Argentina’s most competitive and fastest-growing markets, 85.7% of these retail service stations were new constructions.
Additionally, we continued with our infrastructure plan in retail service stations owned by YPF and invested US$ 35.2 million in image renewal, pumps, tanks, convenience stores (“Full stores”), lubrication points, tele measurements and remodeling, among others.
During 2025, we continued with the “Transformation of the Network” project enabling the installation of a new image on 365 retail service stations (including “New Full stores image”) surpassing our annual goal by 1.7%.
Throughout 2025, YPF successfully renewed 96.0% of its expiring contracts with third party retail service station owners, which enabled us to maintain a leading position in the market.
Additionally, we implemented an optimization process along the retail service stations operated by OPESSA, which included a comprehensive review of operations and the transfer of 23 retail service stations to third parties and 2 were left without operation. We also sold 2 service stations property of YPF S.A. to third parties. This strategy enabled us to focus resources on high-potential locations, improve profitability indicators, and align our retail network with the Company’s strategic objectives.
In 2025, YPF developed a groundbreaking initiative to install self-service fuel dispensers at retail service stations in multiple locations throughout Argentina. This strategic project was designed to drive operational efficiencies, strengthening the profitability and sustainability of our retail network.
Besides, we evolved our “proximity station” (“ECER”, by its acronym in Spanish) model, originally designed for small towns, by introducing ECER+. This new concept features a transportable module for fast and secure fuel dispensing, complemented by a second module offering a full convenience store experience, which enables us to address seasonal demand in tourist destinations and provide temporary coverage during major renovations at other retail service stations. The first ECER+ operation was launched in the 2026 summer season in the Pinamar City, one of Argentina’s leading coastal tourist destinations in the Buenos Aires Province.
YPF’s Convenience Store unit (“Full stores”) is a franchise which comprises 1,168 convenience stores. Out of these, we operate 137 through OPESSA, while 1,031 are operated by third parties. YPF’s stores franchising model generates income in the form of royalties paid by stores and suppliers, materialized as a percentage of the store’s sales. Our main strategy for this unit is expansion, and our objective is to transform all the retail service station stores into Full store franchises.
Our flagship store, “CABA Figueroa Alcorta” Full store (operated by OPESSA) in the Autonomous City of Buenos Aires, was chosen as one of the top 5 convenience stores in the world by the National Association of Convenience Stores of the United States (“NACS”) in 2025.
In 2025, the number of Full stores increased by 13.8% compared to 2024, with 142 new stores opening.
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In 2025, Full stores sold around 238 million units distributed in more than 1,715 stock keeping units (“SKU’s”). The main categories of products sold were coffee, hot & cold meals, non-alcohol drinks, convenience and kiosk products.
Transport & Industry unit
In the Transport & Industry unit, with focus on the customer, we developed a segment and channel strategy aimed at maximizing value for both YPF and our clients. Our purpose is to promote efficiency in the value chain of our industry segment customers, offering energy solutions, supplies and services. Consequently, by keeping us close to our customers, we developed innovative tailored solutions.
Our Transport sub-unit provides fuels (diesel and gasoline), lubricants and automotive urea, either directly from our refineries to the point of consumption, or through our network of retail service stations for those customers members of our business known as “YPF Ruta”, an integral solution for the management of all types and sizes of fleets of any activity.
In 2025, the YPF Ruta App achieved a penetration of 12.7%, with 1.7 million transactions per month.
The Industry sub-unit supplies the entire industry sectors in Argentina, which requires a broad portfolio of products and services to meet customer needs. We supply products such as fuels (diesel, gasoline, jet fuel and fuel oil), lubricants, coal, asphalts, and derivatives (sulfur, CO2, decanted oil and aromatic extract), either directly from our refineries to the point of consumption through our own ground and waterway network, or through a network of 17 industrial distributors with national coverage (mining, oil and gas and asphalts).
Our purpose is to promote efficiency in the value chain of our Industry sub-unit’s customers, offering energy solutions, supplies and services.
In 2025, we supplied the fuels that third-parties DAPSA and GULF sell at their 267 retail service stations, representing 3.1% of the total local market.
The Agricultural sub-unit is focused on providing fuel and lubricants to farmers but also small industries and transport companies. As a complement, it provides an extensive portfolio of products and services as fertilizers and crop protection products. At the same time, this sub-unit has been developing and promoting sustainable agronomic practices. Its main goal is to sustain leadership in fuels used in agriculture from initial sowing to final harvesting and maintaining operational excellence throughout its network.
In 2025, this strategy was carried out through a network of 98 exclusive dealers, 6 of which are directly operated by YPF. This network is present in 19 Argentine provinces, covering all the agricultural productive areas, offering a complete agro portfolio, which includes fuel, seeds, crop nutrition and crop protection products, lubricants and ensiling bags.
In order to be a point of reference in the industry and stay close to agricultural producers, our business known as “YPF Agro” has sustained a constant renewed portfolio of products and commercial conditions for the exchange of grains. Fertilizer and phytosanitary products sales decreased by 16.2% compared to 2024.
During 2025, YPF Agro was able to shield its fuels volume with sales 7.4% above those of 2024. Regarding fertilizer sales, as of December 31, 2025, according to our estimates, our fertilizer market share was 12.0% similar to 2024. Regarding crop protection products, we began a thorough change in the business model, halting imports and entering into a full agreement with a crop protection company to allow them to use YPF Agro dealers in exchange for an annual fee payment.
Since 2024, YPF has developed crop financing with instruments such as credit cards with local banks. To keep our fuels positioning and volumes we accept several types of grains as payment (bartering operations), mainly soybean, but also corn, rice, wheat, sorghum, sunflower, barley and cotton. This is a widely used form of transaction in the agricultural sector in Argentina.
Aviation unit
Our Aviation unit provides jet fuels, such as jet A-1 fuel in 48 airports and AvGas in 38 airports across Argentina.
In 2025, sales in our aviation unit increased by 9.5% compared to 2024, and our market share for jet fuel was 55.3%. Specifically, our sales for international flights increased by 11.4% compared to 2024, while our sales for national flights increased by 7.8%.
In 2025, our Board of Directors approved a supply agreement of jet fuel with Aerolineas Argentinas S.A. for three years.
Lubricants unit
The Lubricants unit produces and markets a broad range of products, including passenger car motor oils, heavy-duty lubricants, industrial lubricants, marine lubricants, diesel exhaust fluid (“DEF”), and base oils. These products are distributed through retail, wholesale, and industrial channels, supported by an extensive network of dealers and distributors. In Argentina, YPF operates its own lubricants network, “YPF Boxes”, which comprises 428 service points nationwide and uses a salesforce-driven platform to manage sales and customer relationships.
A key manufacturing facility is located at La Plata Refinery, where lubricants are produced for both domestic and international markets. The automotive lubricants portfolio, which includes mineral and synthetic oils, has obtained approvals from global automotive and engine manufacturers, including Ford, GM, Porsche, Scania, Mercedes-Benz, Volkswagen, Renault, PSA, Audi, Deutz, Cummins, Volvo, Toyota, MAN Truck, Subaru, Suzuki, Metalfor, Detroit Diesel, ZF, Allison, and MTU.
During 2025, our lubricants and specialties market share was 34.1%, representing a 0.3% decrease compared to 2024, while we kept our position as the leading player in the Argentine market, according to information provided by the SE.
The YPF brand maintains a presence in regional lubricants markets, with products available in Uruguay, Paraguay, Bolivia, Chile, Brazil, Peru, and Ecuador. During 2025, exports totaled 8,759 m3, representing a 20.9% decrease compared to 2024. Additionally, in 2025, YPF completed the sale of its Brazilian subsidiary to a Usiquímica do Brasil LTDA., which continues to produce and commercialize lubricants under the YPF brand in Brazil. This regional footprint reflects the Company’s strategy to serve multiple South American markets through established distribution channels.
YPF offers a portfolio of base oils, including mineral and synthetic grades. The Company is the exclusive distributor of Chevron’s Group I, Group II and Group III base oils in Argentina. Local sales reached 93,555 m3, a 1.5% decline compared to 2024.
In 2025, YPF received the “Outstanding Performance Award” from Toyota in recognition of its adherence to quality standards, service, and cost compliance.
We maintain stringent quality controls to ensure compliance with applicable standards. In this sense, we achieved the following certifications: (i) for lubricants and specialties, ISO 9001:2015, ISO 14001:2015, ISO 45001:2018, and IATF 16949-First Edition; and (ii) for DEF Azul 32, ISO 22241. Additionally, YPF’s Azul 32 is certified under the American Petroleum Institute (“API”)’s Diesel Exhaust Fluid Certification Program. Besides, we renewed our agreement with the German Association of the Automotive Industry (“VDA”) for the use of the AdBlue brand.
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Chemical unit
Through our Chemical unit, we produce petrochemicals products at our production units in Ensenada, Luján de Cuyo and Plaza Huincul industrial complexes.
Petrochemical production operations in the Ensenada Industrial Complex (“CIE”, by its acronym in Spanish) are closely integrated to the refining activities at La Plata Refinery, allowing for a flexible supply of feedstock, the efficient use of by-products, such as hydrogen, and the supply of aromatics to increase gasoline octane levels.
The main petrochemical products and production capacities, for the period indicated, were as follows:
CIE
BTX (benzene, toluene, mixed xylenes)
Orthoxylene
Cyclohexane
Solvents
MTBE
LAB (linear alkyl benzene)
LAS (linear alkyl benzene suphonate)
PIB (polysobutylene)
Propylene
Reforming
Plaza Huincul
Methanol
Luján de Cuyo
Natural gas, the raw material for methanol, is supplied by our Upstream business segment. The use of natural gas as a raw material allows us to monetize our reserves, demonstrating the integration between the Chemical unit and the Upstream business segment, while raw materials for petrochemical production in the CIE, including virgin naphtha, propane, butane and kerosene, are supplied mainly by La Plata Refinery.
In 2025, 67.8% of our petrochemical sales (including propylene) were made in the domestic market, while we exported the remainder to Mercosur countries, the rest of Latin America, Europe and the United States.
The petrochemical plant in the CIE and the methanol plant in the Plaza Huincul Refinery are certified under ISO standards, see “Item 4. Information on the Company—Our environmental, social and governance (“ESG”) commitment—Environmental matters in Argentina”. The ISO certifications for each plant cover the following processes:
Refining process of crude oil and production of natural gas and liquid fuels, lube base stocks and paraffin, petroleum coke (green coke) and petrochemical products in the units of refining, conversion, lube, aromatics, olefins, PIB and LAB/LAS, methanol production and storage.
Management and development of the petrochemical business of the Company, planning and economic and commercial control, commercialization and post-sale service of petrochemical products.
Production of complex aromatics, olefins, maleic anhydride, polybutenes and the provision of energy services that operate within the CIE.
Additionally, since 2019, the petrochemical plant in the CIE has been certified under the program “Responsible Care for the Environment” by the Argentine Chamber of Chemical and Petrochemical Industry for seven consecutive years. The most recent certification, issued by DNV GL Argentina S.A. and valid from December 2025 through December 2027, confirms that this plant continues to comply with the requirements of the Responsible Care for the Environment Program. The scope of the certification includes the production and dispatch of petrochemical products in the following operational units: aromatics, olefins, polybutenes, and LAB. This continued renewal reflects our ongoing commitment to quality, safety, and environmental management across operations.
In 2025, the production of methanol was affected by the maintenance stoppage of the unit located in the Plaza Huincul Refinery.
Midstream Gas division
In 2025, the Midstream gas division was reformulated and transferred to the Midstream and Downstream business segment, and its business units were grouped as follows: (i) Natural gas transportation unit; (ii) Natural gas storage unit; (iii) NGLs unit; (iv) LPG unit; and (v) LNG regasification unit.
Natural gas transportation unit
Natural gas is delivered by us through our own gathering systems and through the midstream companies such as Gasoducto del Pacífico (Argentina) S.A. (“GPA”), in which we have an 8.75% equity stake, and Transportadora de Gas del Sur S.A. (“TGS”) from each of the major Argentine basins to the TGS and Transportadora de Gas del Norte S.A. (“TGN”) trunk pipelines. Additionally, YPF provides midstream services, such as natural gas transportation and processing, through its own facilities.
Natural gas storage unit
We utilize natural underground structures located close to consuming markets as underground natural gas storage facilities, storing limited volumes of natural gas during periods of low demand and prices, and selling the stored natural gas during periods of high demand and prices, with the purpose of capturing the seasonal price differential. In 2025, we extracted 113.5 Mm3 of natural gas from Diadema, our principal natural gas storage facility located in the Patagonia region, near the Comodoro Rivadavia City in the Chubut Province, and we transferred the stored natural gas to the LNG and Integrated Gas business segment for sale to third parties.
NGLs unit
We carry out NGLs activities through several plants for the processing of NGLs that we own and operate, such as the Turboexpander Randall located in the Loma La Lata block (“Tex LLL”) plant, the El Portón plant, and the Turboexpander Loma Negra (“Tex Loma Negra”) plant.
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El Portón
Loma Negra
Loma la Lata
As part of the development of the two-phase network for the evacuation of associated natural gas from the northern area of the Vaca Muerta formation, in the fourth quarter of 2025, the construction of an 86.6 km pipeline with a capacity of 4.5 Mm³/d to the El Portón Industrial Complex (“CIEP”) was completed. This will enable the processing of the associated natural gas at CIEP, where several cryogenic and compression facilities are available for its treatment.
In addition, during the first quarter of 2025, the construction of the Sierra Barrosa low temperature separation (“LTS”) plant was completed, including the installation of equipment for the reception and processing of associated gas from the southern area of the Vaca Muerta formation. This enables the evacuation of up to 1.6 Mm³/d of natural gas from the La Angostura Sur I and La Angostura Sur II blocks and lays the groundwork for future expansions.
LPG unit
Through our LPG unit, we are engaged in the LPG wholesale business, which encompasses LPG storage, logistics and commercialization to domestic and export markets. We obtain LPG from natural gas processing plants and refineries, as well as from third parties.
In the domestic market, we sell LPG mainly through distributors that supply the retail market. The LPG unit does not directly supply the retail market, which is supplied by our associate, YPF Gas S.A. (“YPF Gas”), among other LPG fractionators. During 2025, we sold 23.4% of our LPG production to YPF Gas.
In 2025, LPG sales reached 734.3 ktn, compared to 760.3 ktn in 2024. In 2025, 403.0 ktn of total sales were sold in the domestic market, compared to 384.1 ktn in 2024. Our main clients in the domestic market are companies that sell LPG in cylinders or bulk packing to end-consumers, also providing LPG to households in some regions. Additionally, exports in 2025 reached 331.3 ktn, compared to 376.2 ktn in 2024. The main destinations of these exports were Chile, Paraguay, Uruguay and Brazil. Transportation of LPG to overseas customers is carried out by truck and barges.
The LPG production and purchases from third parties, for the period indicated, are detailed in the table below:
LPG from natural gas processing plants (1)
San Sebastián
Estación Fernández Oro
Total LPG from natural gas processing plants
LPG from refineries and petrochemical plants
Total LPG from refineries and petrochemical plants (2)
LPG purchased from unrelated parties
El Portón, San Sebastian, Loma Negra, Estación Fernández Oro and Loma La Lata plants are wholly-owned by us.
Does not include LPG used as petrochemical feedstock (olefins derivatives, polybutenes and maleic anhydride).
In 2025, the deregulation process of the butane market in Argentina was completed, resulting in the liberalization of the butane’s sale prices to domestic market distributors, in accordance with SE Resolution No. 15/2025 and Decree No. 446/2025 (see Notes 35.b.3) and 35.f.2) to the Audited Consolidated Financial Statements). Consequently, maximum price caps for producers, bottlers, and distributors were permanently removed, along with product allocations subject to quotas and loading points. These measures further strengthen free market competition and enhance operational efficiency.
LNG regasification unit
Since 2011, YPF is the operator of UT Escobar (a joint venture with ENARSA), which operates an LNG regasification terminal (“LNG Escobar”) located in Escobar, in the Buenos Aires Province. In 2025, through the conversion of LNG into natural gas, LNG Escobar terminal injected 1.3 bm3 (or 47.1 bcf) of natural gas into the Argentine distribution network.
During 2025, our activities included the natural gas commercialization, the separation of NGLs and their fractionation, storage and transportation for the production of ethane, propane, butane and gasoline through our joint venture Mega, and the development of the projects referred to LNG liquefaction activities.
Regarding our natural gas commercialization activities, in 2025, we kept our position as the largest producer of natural gas in Argentina with total natural gas sales of 14,075 Mm3, which accounted for 29% of the market share (calculated through December 2025, as provided by Ente Nacional Regulador del Gas (“ENARGAS”)), with operations in all productive basins in Argentina: Neuquina, Austral, Golfo San Jorge, Noroeste and Cuyana.
In 2025, 89% of our production of natural gas came from the Neuquina basin. We believe that natural gas from this basin offers a competitive advantage in terms of cost-competitive reserves and resources compared to natural gas from other regions.
In 2025 our production of natural gas from the Neuquina basin increased 2%, when compared to 2024, accounting as of December 31, 2025 for 33% of the market share in the Neuquina basin as provided by the IAPG.
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Due to the growing development of the Neuquina basin and the continuous decline in other basins, the capacity of the natural gas trunk pipelines connected to the Neuquina basin has become a relevant issue, since most of the pipelines reached full capacity between 2021 and 2022. This bottleneck hindered the evacuation of the natural gas produced in the Neuquina basin, mostly during the winter period. In this context, in 2022, the Argentine government through Decree No. 76/2022 granted a transportation concession under the Argentine Hydrocarbons Law on the Presidente Néstor Kirchner gas pipeline, later renamed to Gasoducto Perito Francisco Pascasio Moreno (“GPM”), to Integración Energética Argentina S.A. (“IEASA”, or “Energía Argentina S.A.”, “ENARSA” since August 1, 2022), to contribute to the natural gas production growth and increase our natural gas supply. With the first section of the GPM inaugurated in 2023, in July 2024 the compressor plant at the head of the gas pipeline was put into operation, and in October 2024 another compressor plant was inaugurated. The GPM gas pipeline expanded the natural gas evacuation capacity in the Neuquina basin by 21 Mm3/d, contributing to the YPF’s natural gas sales under Plan GasAr stimulus programs.
In December 2024, the Argentine government declared of National Public Interest the initiatives of TGS to expand the GPM gas pipeline and the capacity in the final sections of the NEUBA I gas pipeline, which is part of TGS regulated system, in order to increase natural gas evacuation from the Neuquina basin, which, if implemented, is expected to add 14 Mm3/d to the existing 21 Mm3/d, bringing the total transportation capacity to 35 Mm3/d, from Tratayén, in Neuquén to Salliqueló, in Buenos Aires. In October 2025, as a result of a public bid launched by the Argentine government, TGS was awarded the contract to carry out these initiatives, with the objective of enabling further domestic supply of natural gas mainly in wintertime and replacing LNG imports and alternative fuels to power generation such as gasoil, fuel oil and coal.
Additionally, with the partial flow reversal of the Gasoducto Norte gas pipeline (operated by TGN) inaugurated in November 2024, after natural gas firm imports from Bolivia ceased at the end of 2024, the flow through the pipeline has been mainly from the Neuquina basin, travelling from south to north in the new flow way, reaching the center and northern regions of Argentina. In 2025, work was underway to complete the integral flow reversal, to increase pipeline capacity through the potentiation of compression plants with the objective to reach new export markets in northern Chile and in Brazil.
During 2025, we sold 26% of our natural gas volume to local residential distribution companies, 8% to compressed natural gas (“CNG”) end-users, 28% to industrial users, 23% to power generation plants, 9% to our Midstream and Downstream business segment, and the remaining 6% was exported. In the CNG market segment, as of December 31, 2025, YPF maintained a 57% market share, the same market share as of December 31, 2024, as provided by the ENARGAS.
In addition, YPF markets natural gas through long-term and short-term contracts and spot market sales, supplying residential distribution companies, power generation plants, CNG customers, and industrial and commercial customers. The commitments with the residential and power generation segments are within the framework of the Plan GasAr 2020-2024 and Plan GasAr 2023-2028. Under such framework, YPF has been awarded base volume contracts of 21.9 Mm3/d at an average price of 3.66 US$/MBtu, and peak volumes of 3.25 Mm3/d at a price of 6.35 US$/MBtu. Moreover, YPF was awarded an incremental contract for volumes of natural gas from the Noroeste basin according to a maximum incremental production curve at a price of 9.8 US$/MBtu from October 2023 to December 2026 and 6.0 US$/MBtu from January 2027 to December 2028. If the maximum volumes of the incremental natural gas production curve are not obtained, regardless of the cause, and/or there are deviations of the incremental natural gas production curve from the maximum daily amount of natural gas, these events do not constitute a breach of the commitment. For further information see Note 35.f.1) to the Audited Consolidated Financial Statements.
Additionally, we carry out NGLs activities through Mega, a company in which we have a 38% equity stake and we jointly control with Petrobras (34%) and Dow Chemical (28%), which operates an NGLs separation plant located in Loma La Lata block, in the Neuquén Province; a pipeline that transports the NGLs produced in Loma La Lata block to the Bahía Blanca City, in the Buenos Aires Province; an NGLs fractioning plant, which separates the ethane, propane, butane and gasoline, located in the Bahía Blanca City; and transportation, storage and port facilities in the NGLs fractioning plant, with an aggregate maximum annual production capacity of 1.8 million tons of gasoline, LPG and ethane. YPF is Mega’s main supplier of natural gas for the development of these activities. As of the date of this annual report, Mega’s project for the construction of a new fractioning module in the NGLs fractioning plant in the Bahía Blanca City is being executed, expecting start up in the first quarter of 2026.
Regarding LNG liquefaction activities, in June 2025, in line with the Company’s forth pillar of its “YPF 4×4” plan (see “Item 4. Information on the Company—Business strategy—Strategic pillars: “YPF 4×4””), YPF S.A. and ENI signed a Heads of Agreement for the evaluation and later execution of basic engineering for the Argentina LNG project. The scope of the agreement was to jointly develop a liquefaction capacity of 12 million tn/y. Additionally, in November 2025, YPF, ENI and XRG P.J.S.C. (“XRG”) signed a Framework Agreement that defines the terms of cooperation between YPF, ENI and XRG for XRG’s due diligence of the LNG Project between YPF and ENI and XRG’s potential participation, through a to-be-incorporated affiliate of Abu Dhabi National Oil Company (“ADNOC”) and XRG in this project. These agreements were superseded by the execution of a tripartite Joint Development Agreement signed by the aforementioned companies in February 2026. This new agreement covers the collaborative development of the 12 million tn/y between YPF, ENI and XRG for the Argentina LNG Project. As of the date of this annual report, the Argentina LNG Project has awarded the early engineering designs for the main infrastructure packages, has selected consulting firms to carry out the environmental impact studies and has signed an engagement letter with a financial advisor.
In December 2025, YPF and Shell Argentina S.A. executed a termination agreement to formally conclude the Project Development Agreement originally signed by both parties in December 2024.
Additionally, in May 2025, YPF S.A. (through its wholly-owned subsidiary Sur Inversiones Energéticas S.A.U. (“SIE”)) joined Southern Energy S.A. (“SESA”)’s LNG Project with a 25% equity interest in SESA, which involves (i) the construction of a dedicated gas pipeline from the Vaca Muerta formation to San Antonio Este in the Río Negro Province, (ii) two Bareboat Charter Agreements with Golar (“BBCA”) for the floating liquefied natural gas (“FLNG”) vessels, the Hilli Episeyo (“FLNG Hilli”) and the FUJI LNG (“FLNG MKII”) (under construction) of 2.45 and 3.50 million tn/y liquefaction capacity, respectively, (iii) Gas Sales Agreements for the supply of 26.6 Mm3/d (of which SIE will supply 7.4 Mm3/d), and (iv) LNG Sales and Purchase Agreements for the whole LNG volume produced (of which SESA and SEFE Securing Energy For Europe GmbH agreed in March 2026 on a contract for SESA to sell 2 million tn/y of LNG for 8 years beginning in 2027 when the FLNG Hilli operations commence). In August 2025, the board of directors of SESA took a Final Investment Decision (“FID”) for the FLNG Hilli and FLNG MKII vessels, which the commercial operation dates are expected for 2027 and 2028, respectively.
Natural gas delivery commitments and supply contracts
We are committed to providing fixed and determinable quantities of natural gas in the near future under a variety of contractual arrangements.
As of December 31, 2025, we were contractually committed to deliver 50,304 Mm3 (or 1,774 bcf) of natural gas in the future (without considering interruptible export supply contracts), of which 12,895 Mm3 (or 455 bcf) will have to be delivered in 2026. The aforementioned figures contain the commitments within the Plan GasAr 2020-2024 and Plan GasAr 2023-2028 stimulus programs (see Note 35.f.1) to the Audited Consolidated Financial Statements). According to our estimations as of December 31, 2025, our contractual delivery commitments could be met with our own production and, if necessary, with purchases from third parties. For further information regarding our hydrocarbons production see “Item 4. Information on the Company—Business organization—Upstream—Oil and gas reserves—Oil and gas production, production costs and sales prices”.
Since 2004, the Argentine government has established regulations for both the international and domestic natural gas markets, which have affected the ability of Argentine producers to export natural gas. Consequently, in the past, because of actions taken by the Argentine government, we have been forced in many instances to partially or fully suspend natural gas export deliveries that are contemplated by our contracts with export customers. Thus, we could not meet our export commitments and were forced to declare force majeure under our natural gas export sales agreements, although certain counterparties have rejected our position.
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The current regulatory framework allows firm and interruptible exports, subject to SE’s non-objection. From 2024, the SE allowed for the request of export firm permits on a multi-year basis subject to certain limits and conditions.
On January 5, 1995, March 11, 1997, and November 13, 2001 (“GSA 2001”) we committed under agreements to supply natural gas to the Methanex S.A. (“Methanex”)’s plant in Cabo Negro, Punta Arenas, in Chile, of which only GSA 2001 for 1.1 Mm3/d is currently in force. Pursuant to the Argentine government intervention, deliveries have been interrupted since 2007.
As a result of negotiations with Methanex, YPF entered into various agreements that involved investments by YPF in hydrocarbon exploration in Chile, tolling agreements and, as of 2019, firm and interruptible natural gas supply contracts, in order to replace the commitments under the original agreements in accordance with the natural gas export regulations in force in Argentina, which include an agreement between YPF and Methanex for the recovery of volumes not delivered for regulatory reasons. In August 2024, YPF entered into a muti-year term firm agreement with Methanex that allows the supply of the remaining natural gas volumes originally committed under the GSA 2001 until December 2025 and the natural gas volumes not delivered for regulatory reasons agreed to be recovered with Methanex until November 2027.
In 2024, the Argentine government called for the submission of export sales agreements in order to evaluate firm natural gas exports authorizations on a yearly basis. Maximum firm potential volumes to be contracted and applied to be granted for a firm export authorization for 2025 were, for YPF, up to 2.1 Mm3/d from January to April, 1.6 Mm3/d from May to September and 2.1 Mm3/d from October to December.
Additionally, the Argentine government allowed for the request of firm export authorizations on a multi-year basis, from 2026 to 2028. The potential contractual volumes allowed to be requested for firm export permits to YPF were 50% of those allocated in 2025 (1.0 Mm3/d from January to April, 0.8 Mm3/d from May to September and 1.0 Mm3/d from October to December). The Argentine government also allowed the possibility for non-Plan GasAr 2023-2028 participants to request for multi yearly export permits for a total of up to: (i) from de Neuquina basin (from January to December), 2025: 1.5 Mm3/d and 2026-2028: 0.8 Mm3/d; and (ii) from the Austral basin (for the summer period, from October to December and from January to April), 2025: 1.0 Mm3/d and 2026-2028: 0.5 Mm3/d. With respect to the authorizations granted by the Argentine government, YPF has applied for: (i) from the Neuquina basin: 1.5 Mm3/d from January to April 2025, 1.6 Mm3/d from May to September 2025, 1.2 Mm3/d from October to December 2025, 0.3 Mm3/d from January to April 2026, 0.4 Mm3/d from May to September 2026 and 0.3 Mm3/d from October to December 2026; and (ii) from de Austral basin: 1.1 Mm3/d from September 2024 to November 2027. 100% of these volumes were contracted with customers in Chile.
In June 2025, the Argentine government called for the submission of export sales agreements in order to allow firm natural gas exports from the Neuquina basin from January 2026 to December 2028. The volume assigned to YPF was: (i) 2026: 1.8 Mm3/d from January to April and from October to December and 1.7 Mm3/d from May to September; (ii) 2027: 2.5 Mm3/d from January to April and from October to December and 1.1 Mm3/d from May to September; and (iii) 2028: 2.2 Mm3/d from January to April and from October to December and 1.8 Mm3/d from May to September.
In November 2025, the Argentine government allowed for the request of additional firm export authorizations from the Neuquina basin, from January 2026 to December 2026. The potential contractual volumes allowed to be requested for firm export permits to YPF were: 0.6 Mm3/d from January 2026 to April 2026; 0.4 Mm3/d from May 2026 to September 2026; and 0.8 Mm3/d from October 2026 to December 2026.
Additionally, through the Bases Law, it was established that exploration permit holders and/or exploitation concessionaires, refiners and/or marketers may freely export hydrocarbons and/or their derivatives, subject to the SE’s non-objection. For further information see Notes 35.a.1) and 35.c.2) to the Audited Consolidated Financial Statements.
For additional information on related regulations, see Note 35.c) to the Audited Consolidated Financial Statements.
For information regarding claims arising from restrictions in the natural gas market see “Item 8. Financial information—Legal proceedings”.
Natural gas distribution activities
We distribute natural gas through our subsidiary Metrogas, in which we hold a 70% stake, a natural gas distribution company located in the Autonomous City of Buenos Aires and southern suburbs of the Buenos Aires Province, and the main natural gas distributor in Argentina. During 2025, Metrogas distributed 6,702 Mm3 (or 236 bcf) of natural gas to 2.3 million customers. Prices that regulate the natural gas distribution market are determined by a complex and regulated framework. The most significant changes to the regulatory framework that occurred in 2025 are outlined below.
On April 30, 2025, ENARGAS Resolution No. 257/2025 approved: (i) the Quinquennial Tariff Review (“RQT”, by its acronym in Spanish) corresponding to Metrogas; (ii) the segmentation of residential users; (iii) the investment plans for the five-year period 2025-2030; and (iv) the initial pricing scheme and the schemes of rates and charges corresponding to Metrogas effective as from May 1, 2025. The increase expected as a result of the RQT process will be effective in 31 consecutive monthly increases, and a monthly inflation-adjustment mechanism, and the new pricing schedules.
On June 5, 2025, SE Resolution No. 241/2025 established that the transportation and distribution prices will be adjusted on a monthly basis according to the variations in the indexes established by ENARGAS in the RQT, which correspond to the variation in equal parts of the CPI and the WPI published by the INDEC.
On June 6, 2025, ENARGAS Resolution No. 363/2025 approved: (i) the methodology for the monthly adjustment of prices; and (ii) the pricing charts to be applied by Metrogas effective as from June 6, 2025.
ENARGAS, through several resolutions, approves the pricing schemes to be applied by Metrogas on a monthly basis within the framework of the RQT in accordance with the provisions of ENARGAS Resolution No. 363/2025. For additional information regarding YPF’s shareholding in Metrogas and Metrogas’ pricing scheme.
For additional information on related regulations, see Note 35.c.3) to the Audited Consolidated Financial Statements.
Power generation activities
During 2025, our power generation activities included the generation of conventional thermal electric power and renewable energy through our joint venture YPF EE (commercially known as “YPF Luz”), including its subsidiary Central Dock Sud S.A. (“CDS”), and our joint venture CT Barragán.
In 2025, we participated directly and, indirectly through YPF EE and CT Barragán, in 17 power generation plants, with an aggregate installed capacity of 4,345 MW.
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In 2025, YPF EE kept its position as one of the strongest competitors in the electricity generation market in Argentina, being the biggest player in the private market (Mercado a Término de Energías Renovables, or “MATER”) with 23.1% of the market share in generation and holding the second place in renewable energy generation with 10.1% of the market share, as informed by Compañía Administradora del Mercado Mayorista Eléctrico S.A. (“CAMMESA”).
In 2025, YPF EE generated 14,390 GWh through its power plants located in the Tucumán, San Juan, Córdoba, Buenos Aires, Neuquén, Santa Cruz and Chubut Provinces, presenting an increase in power generation of 8.7% as compared to 2024.
The average electricity cost was 70.0 US$/MWh, a 2.0% decrease compared to 2024 (the average cost in Argentine pesos was 88,118 Ps./MWh, a 33.2% increase compared to 2024). For additional information regarding remuneration of power generation units not committed under contracts.
On October 21, 2025, SE Resolution No. 400/2025 approved the “Rules for the Standardization of the WEM and its Progressive Adaptation”, which sets forth among others the modifications for the management of fuels, the determination of prices and the operation of the term market and the spot market, applicable as from November 1, 2025. These measures are intended to ensure supply reliability, operational efficiency, and the economic sustainability of the national electricity sector.
Regarding the renewable energy market, the Manantiales Behr, Los Teros I, Los Teros II, Cañadón León and General Levalle wind farms and the Zonda solar farm, all wholly-owned by YPF EE, represented in Argentina 10.1% of renewable power generation in 2025 and 9.8% of renewable electric power installed capacity as of December 31, 2025, as informed by CAMMESA.
In May 2024, the construction of CASA wind farm, to be located in Olavarría City, in the Buenos Aires Province, commenced, with an estimated investment of US$ 80 million, which will have a total installed capacity of 63 MW, from which 28 MW will be allocated to the self-generating power of Cementos Avellaneda S.A. and the rest to supply the industrial demand within the MATER. In February 2026, CAMMESA authorized the commencement of commercial operations in the Wholesale Electricity Market (“WEM”) of the CASA wind farm for a net capacity of up to 63 MW to be injected into the Argentine Electricity Grid (“SADI”, by its acronym in Spanish).
In October 2024, the construction of the second solar farm for electricity generation, El Quemado, to be located in the Mendoza Province commenced, with an estimated investment of US$ 210 million, which will have an installed capacity of 305 MW. This solar farm is anticipated to be fully completed and commissioned by the first half of 2026. In December 2025, CAMMESA authorized the commencement of partial commercial operations in the WEM of the El Quemado solar farm for a net capacity of up to 100 MW to be injected into the SADI, effective as from December 23, 2025.
Additionally, in October 2024, YPF EE’s board of directors approved the application for adherence to the RIGI for El Quemado solar farm submitted by Luz del Campo S.A., a wholly-owned subsidiary of YPF EE. Such adherence was approved by the Ministry of Economy in January 2025.
In February 2025, CAMMESA launched a bidding process for the construction of battery energy storage projects in the Buenos Aires Province, targeting an initial 500 MW of installed capacity to enhance reliability and power supply conditions in the metropolitan area of the Buenos Aires Province by storing energy and feeding it back to the WEM during peak demand hours. In August 2025, through SE Resolution No. 361/2025, CDS was awarded a battery energy storage project with 90 MW of storage capacity and a capacity price of US$ 12,815 MW/month. This project is expected to be completed and commissioned during the fourth quarter of 2026, with an estimated investment of US$ 57 million.
For additional information on related regulations, see Note 35.d) to the Audited Consolidated Financial Statements.
Fertilizers activities
During 2025, and until December 2025, our activities in the fertilizer market included the production, storage, distribution and sale of fertilizers through our joint venture Profertil S.A. (“Profertil”), one of the market leaders of fertilizers in the Southern Cone. In 2025, Profertil produced 1.0 million tons of urea and 0.6 million tons of ammonia through its production facility in the Bahía Blanca city, in the Buenos Aires Province.
On December 12, 2025, the Company entered into a share purchase and sale agreement with Agro Inversora Argentina S.A. (“Agro Inversora”), a company belonging to the Adecoagro Group, whereby, subject to the fulfillment of the closing conditions, YPF S.A. committed to transfer 50% of the shares and capital stock of Profertil. On December 18, 2025, after the fulfillment of all the closing conditions, the sale and transfer by YPF S.A. of 50% of the shares and capital stock of Profertil was completed.
The sale price of the transaction after the price adjustment agreed by YPF S.A. and Agro Inversora in the share purchase and sale agreement amounted to US$ 596.3 million which was paid in cash for US$ 200 million and the remaining balance through a credit in favor of YPF S.A. for US$ 396.3 million. See Note 3 “Sale of equity participation in Profertil” section to the Audited Consolidated Financial Statements.
Other new energies activities
Through our subsidiary Y-TEC, we are involved in providing research and development services in the field of technology applied to the hydrocarbon industry. For further information see “Item 4. Information on the Company—Research and development”.
Additionally, we work on the definition and development of new energies portfolio.
Seasonality
Historically, our results have been subject to seasonal fluctuations throughout the year, particularly as a result of the increase in natural gas sales during the winter driven by the increased demand in the residential segment. Consequently, we are subject to seasonal fluctuations in our sales volumes and prices, with higher sales of natural gas during the winter at higher prices.
Research and development
In 2012, YPF created Y-TEC, its research and development (“R&D”) company dedicated to creating technological solutions and specialized services for YPF S.A. and the broader energy sector. YPF S.A. holds 51% of Y-TEC, while Argentina’s National Science and Technical Research Council (“CONICET”) holds the remaining 49%.
Y-TEC applies an open-innovation approach, partnering with technological institutions to enhance regional leadership. This model reduces technological risk, accelerates deployment timelines, lowers costs, and strengthens Y-TEC’s capabilities by integrating knowledge and expertise from scientific communities in Argentina and abroad.
In addition, Y-TEC develops opportunities across both established and emerging energy sectors. Its activities are aligned with YPF’s strategic pillars (see “Item 4. Information on the Company—Business strategy—Strategic pillars: “YPF 4×4””) and carried out in facilities equipped with 48 laboratories, 12 experimental plants, and a team of 272 professionals.
Y-TEC oversees and coordinates YPF’s R&D activities, managing a project portfolio of 32, 39 and 63 projects under development as of December 31, 2025, 2024 and 2023, respectively. Beginning in 2024 and continuing through 2025, the project portfolio was systematically refined to align with YPF’s strategic plan and the pillars of Y-TEC’s growth strategy. In parallel, Y-TEC operates technical service and technical assistance platforms that provide laboratory and field support to customers in the Argentine energy sector. In 2025, Y-TEC executed 98 technical services and assistance activities.
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The R&D portfolio covers three core areas, organized in divisions across Y-TEC: (i) oil and gas (production, transport, and subsurface technologies); (ii) fuels, chemicals, and biologicals; and (iii) low-carbon energies and environmental sustainability.
The oil and gas division focuses on improving operational efficiency and reducing costs through the development and application of advanced technical solutions. It also provides multidisciplinary technical services to address operational challenges across the oil and gas value chain. In 2025, Y-TEC led three consortiums centered on the Vaca Muerta formation:
Vaca Muerta Sustained Productivity: Dedicated to the optimization of oil and gas production through integrated-permeability analysis.
Vaca Muerta Enhanced Recovery: Dedicated to the application of EOR techniques, including surfactants and CO2-based processes.
Vaca Muerta Proppant Agents: Dedicated to the development of logistics solutions to ensure proppant availability for full-scale development.
The first two consortiums are ongoing, and their R&D plans are reviewed annually in line with the priorities of their member companies. The third consortium concluded in November 2025 after achieving its technical objectives. In 2026, Y-TEC is expected to continue advancing in collaborative consortiums.
Additional activities include reservoir simulations for shale geological formations, digital geological rock modeling, image analysis, and new geological rock characterization methods to improve understanding of the subsurface and enable data-driven decision-making. Y-TEC also develops tools and equipment to improve efficiency and performance in perforation, workover, hydraulic fracturing, and production operations.
The fuels, chemicals, and biologicals division develops high-performance fuels and innovative chemical solutions for oilfield applications. Its portfolio includes tailor-made additives designed to improve oil production efficiency and reduce operating costs, including products specifically engineered for the Vaca Muerta formation.
Y-TEC also leads national R&D efforts on microbiologically induced corrosion (“MIC”), coordinating a multi-client consortium to model and quantify the impacts of MIC across Argentina’s energy infrastructure.
In addition, with the support of the Marie Skłodowska-Curie Actions grant, Y-TEC is advancing on new R&D lines in environmentally sustainable materials, specifically exploring novel polymers for next-generation applications.
The low-carbon energies and environmental sustainability division conducts R&D actions in critical minerals and materials (such as lithium and graphite), green hydrogen, ecosystem restoration in semi-arid regions, and advanced oxidation technologies. One major innovation is an advanced-oxidation process using nanobubbles to treat water with low hydrocarbon concentrations, demonstrating strong performance in hydrocarbon degradation and microalgae control.
In 2025, Y-TEC concluded the development of the “Y-ALGAE” bioreactor, designed for biological CO2 capture. This technology is currently in the minimum viable product phase, and strategies for industrial and commercial deployment are under evaluation.
Consistent with YPF’s environmental commitments, Y-TEC develops technologies to reduce operational impacts, including oil recovery from water and soil and revegetation techniques for affected areas.
In 2025, the H2AR Consortium, created by Y-TEC in 2020, expanded across Latin America, includes 38 member companies across the hydrogen value chain and maintains collaboration with leading international hydrogen organizations.
The technologies that have been introduced to the market in the last three years include:
2025: “Y-FRED” High Viscosity Friction Reducer (“HVFR”), following a successful pilot. A larger-scale test is scheduled for 2026.
2024: Oilfield chemicals including (i) “Y-FLUX”, paraffin inhibitors; and (ii) “Y-BREAK”, a demulsifier based on self-produced graphene nanotechnology with a dual version (demulsifier + paraffin-dispersant, all in one).
2023: (i) Chemicals for upstream activities, including biocides and nano emulsified systems, among others; and (ii) “Y-ALGAE”.
Competition
YPF is a vertically integrated energy company, which allows us to generate synergies and to take advantage of economies of scale among our different business segments.
We are involved in the entire oil and gas value chain, including the production, refining, commercialization, and distribution of hydrocarbons, obtaining margins at all levels, which gives us unique flexibility in managing our portfolio in relation to our target markets. Our crude oil production is currently directed mainly to our refineries, but the ongoing increase in production, together with the commissioning of new infrastructure, is expected to raise the share of our crude oil being allocated to exports. The fuels sold both at our retail service stations and through the rest of the commercialization channels come mostly from our refineries and are supplemented by imported fuels when the market conditions require it. This countrywide presence in the domestic market ensures a robust client portfolio in the long term, reinforcing the opportunities for profitability through the integrated value chain. Therefore, the Company maintains its leadership in Argentina in practically all the business segments in which it operates.
We encounter competition from international and domestic oil and gas companies: (i) in acquiring or renewing exploration permits and exploitation concessions; (ii) in operating in a dynamic market in the Argentine downstream industry; and (iii) in arranging natural gas sales agreements with different clients, natural gas transport capacities in major gas pipelines and natural gas processing and treatment; and from international and domestic power companies in energy generation and distribution in awarding power purchase agreements for new projects. In such context, our competitive strengths are: (i) we are the largest producer of crude oil and natural gas in Argentina and one of the largest shale operators outside the United States; (ii) we have a substantial portfolio of oil and gas concessions in Argentina; (iii) we have significant refining and logistics assets, we are the largest refiner in Argentina with a processing capacity that represents more than 50% of Argentina’s total refining capacity and operates with high utilization rates, and our refining system is highly complex, which gives us the flexibility to transfer part of our production resources to products with higher added value; (iv) we are the leading company in both the retail and wholesale fuel markets in Argentina, with a nationwide network and a market share that in the last years has exceeded half of total domestic fuel sales; and (v) we have a consolidated integrated position in the gas and power industry.
We continuously assess the external environment and our competitive position to adjust our business strategies and plans to create and sustain our competitive advantages.
Our environmental, social and governance (“ESG”) commitment
One of our values is our commitment to responsible ESG management, which is an integral part of our objectives and our way of working and doing things. In addition, it is a commitment established in our Code of Ethics and Conduct (“CDEyC”, by its acronym in Spanish), which each member of our Company must make their own.
We have corporate policies on this matter, and our approach in this area focused on four priorities during 2025: (i) People; (ii) Energy; (iii) Environment; and (iv) Society. Guided by our corporate values, policies and CDEyC, our vision and strategy frame our understanding of and our response to ESG issues.
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ESG governance
The Board of Directors of YPF S.A. follows up ESG matters through the Risk and Sustainability Committee, which monitors the main internal and external risk factors that are specific to the company and/or its activities, receives reports from management on the implementation of comprehensive strategic, operational, environmental and legal business risk management policies, including those related to social and environmental impact, new energy scenarios, or extreme weather events, and ensure they are properly implemented, among other functions. See “Item 6. Directors, Senior Management and Employees—Management of the Company—Board of Directors’ Committees—Risk and Sustainability Committee”.
The Senior Management, in relation to the business units under their responsibility, regularly oversee issues and risks related to the care of people, the environment, community relations, and corporate governance. The business units are responsible for executing sustainability-related ambitions and managing associated risks and performance. Additionally, the Sustainability and Energy Transitions Department, which reports to the New Energies Vice Presidency, operates at corporate level and is responsible for raising awareness about sustainable management across the Company. It is tasked with proposing and advancing, transversally, the work plan aligned with our Sustainability Priorities, preparing the Company’s Sustainability Report, and provides regular updates to the Risks and Sustainability Committee. Other corporate managers who are also responsible for sustainability-related matters are those in charge of operational and people safety and environmental protection, within the Quality, Environment and Safety Vice Presidency; People and Culture Vice Presidency; Legal Affairs Vice Presidency; and Compliance Office. These corporate functions are also responsible for advising and reporting on ESG risks and performance to the Senior Management.
As part of the process of preparing our Sustainability Report each year, we conduct a materiality analysis to identify our stakeholders’ perceptions, opinions, and expectations. Thus, we update the material issues to report, that is, those that have or may have significant economic, environmental, or social impact on the Company’s relationship with its stakeholders. To define the list of topics to be consulted, we considered the context of global sustainability and risk management, media analyses, investor inquiries, and relevant global ESG standards (such as the Global Reporting Initiative (“GRI”), and the Sustainability Accounting Standards Board (“SASB”)).
In 2025, YPF continued with ESG performance targets linked to both business units and corporate departments, including the Accident Frequency Rate (“AFR”), CO2e Emissions Intensity and externally evaluated ESG performance. Results associated with these ESG performance targets were a component of the variable compensation programs for various levels of employees, including members of the Senior Management.
ESG issues management
YPF is committed to operating in balance with its environment, in a sustainable way. In this sense, it carries forward its mission to produce and provide energy focusing on environmental care, trying to minimize possible negative impacts, looking to enhance the positive effects associated with its operations and prioritizing the protection of workers, the environment and respect for the communities. We manage our operations with a preventive approach, in accordance with applicable regulations and the guidelines of our Quality, Environment and Safety Policy, which are integrated into our Operational Excellence Management Model.
The Operational Excellence Model, which has been in place since 2018 and which has been implemented across all business units as well as in interactions with suppliers and contractors, aims to achieve outstanding organizational management and sustainable long-term results through continuous improvement. It establishes criteria for compliance and excellence that focus on risk and impact management through measures adapted to local contexts, as well as it incorporates the requirements of recognized international standards ISO 45001 (occupational health and safety), ISO 14001 (environment management systems), and ISO 9001 (quality management systems). In addition, based on this Model, we develop processes and standards.
Furthermore, our Operational Excellence Model allows all the Company’s areas to find the scope of their responsibilities and contributions to operational excellence, as well as articulate their guidelines in pursuit of the prevention of unwanted impacts. It also involves developing investment plans to face contingencies that may affect people, the environment, the integrity of our assets, and the fulfillment of commitments with stakeholders.
We measure our progress in ESG based on priority issues for our business and stakeholders, with annual and multi-year targets. In this sense, as a company of the energy sector, our sustainability initiatives are focused on secure and efficient energy production, creating economic value and decent work conditions, reducing emissions, innovating by developing new energy solutions, and conducting safe and responsible operations.
Initiatives and actions
Participation in associations and alliances. In this sense, during 2025:
As part of good corporate governance practice, we once again voluntarily participated through the S&P GCSA 2025 based on Dow Jones Sustainability Indices (“DJSI”). We achieved to position YPF among well-performing companies in the global oil and gas industry. During 2025, we maintained the performance ranking within the top 5% of top performers for the Oil and Gas Upstream and Integrated category. The S&P GCSA enables YPF to directly report key sustainability metrics and benchmark the Company’s performance on a wide range of oil and gas industry-specific economic, environmental, and social criteria that are relevant to a more efficient management and which are part of the ESG risk management assessments that the market evaluates. We also participate in the EcoVadis initiative, which is one of the world’s largest and most prestigious provider of sustainability qualification with over 100,000 evaluated enterprises, at which we achieved the Silver Category.
We continue to participate in the Sustainability Commission of the IAPG, and also as members of the United Nations Global Compact, the Extractive Industries Transparency Initiative (“EITI”) working group in Argentina together with the IAPG and the Cámara de Exploración y Producción de Hidrocarburos (Hydrocarbons Exploration and Production Chamber or “CEPH”), and the Cámara Argentina de Empresarios Mineros (Argentine Mining Enterprises Chamber or “CAEM“). In the first quarter of 2025, the Argentina’s EITI fourth cycle report for the period 2022-2023 was published.
Social aspects
In addition to complying with Argentina’s applicable regulations on working conditions, healthcare and people’s safety, trade union associations and the right to collective bargaining, diversity and equal opportunities, and respect for the communities with which we interact; as well as respecting human rights according to the provisions of the Universal Declaration of Human Rights of the United Nations and the Declaration on Fundamental Principles and Rights at Work from the International Labour Organization, which are both part of the Argentine law, YPF has internal policies within the framework of which activities are developed and work teams act, which contain commitments focused on: the people who work directly in YPF and in third-party service companies; business partners and interested parties; safety, ethics and compliance; the communities located in the areas of influence of our operations and indigenous communities. In this sense, the CDEyC that establishes the Company’s values, as well as these policies extend to all areas of YPF, and our subsidiaries, as well as to suppliers and contractors, and is informed to our business partners.
In terms of society, our industrial and commercial activities contribute to job creation and Argentina’s development. At the same time, the Company and its foundation, Fundación YPF, make direct social investments which are carried out within the framework of corporate policies and considering local contexts. These actions, focused on education and local development, allow us to be an active part of initiatives that contribute to the quality of life of the communities near our operations and Argentine society as a whole. Also, these initiatives make it possible to strengthen the social license to operate, as well as the internal commitment of employees. In many cases, the initiatives are based on strategic alliances with relevant public and private actors.
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Environmental matters in Argentina
Our operations are subject to a wide range of laws and regulations relating to the general impact of industrial operations on the environment, including air emissions and wastewater, the disposal or remediation of soil or water contaminated with hazardous or toxic waste, fuel specifications to address air emissions and the effect of the environment on health and safety. We have made and will continue to make expenditures and investments in order to guarantee the reliability and integrity of our assets and operations and to comply with these laws and regulations as well. In Argentina, local, provincial and national authorities are moving towards more stringent enforcement of applicable laws. In addition, in the past decades, Argentina has been implementing regulations that require our operations to meet stricter environmental standards. These regulations establish the general framework for environmental protection requirements, including the establishment of fines and criminal penalties for their violation. We have undertaken measures to achieve compliance with these standards and are undertaking various abatement and remediation projects; the most significant projects are mentioned below.
We cannot predict what environmental legislation or regulations will be enacted in the future, nor can we predict how existing or future laws will be administered or enforced. Compliance with more stringent laws or regulations, as well as more vigorous enforcement policies of regulatory agencies, could require additional expenditures in the future, including the installation and operation of systems and equipment for remedial measures, and could affect our operations in general. In addition, violations of these laws and regulations may result in the imposition of administrative or criminal fines or penalties and may lead to personal injury claims or other liabilities. Moreover, current and pending climate change-related regulations, such as costs related to monitoring or reducing emissions, may adversely affect our operations and increase our compliance costs.
For further information see “Item 3. Key information—Risk factors—Risks relating to our business—We may incur significant costs and liabilities related to environmental, health and safety matters”, “Item 3. Key information—Risk factors—Risks relating to our business—Our domestic operations are subject to extensive and changing regulation” and “Item 3. Key information—Risk factors—Risks relating to our business—Oil and gas activities are subject to significant economic, social, environmental and operational risks”.
We have in place our Operational Excellence Model, which is aligned with our Corporate Risk Management Policy in connection with our assets, processes, businesses and projects, integrating, at all stages of their lifecycle, criteria and preventive actions for environmental protection, safety, health, quality, integrity and reliability. We operate not only in strict compliance with policies, rules and procedures, within Argentina’s current legal and regulatory framework, but also proactively adopting reference standards in the absence of legislation.
As an example of our work towards best practices in the oil and gas industry, we have implemented an investment plan aimed at improving the quality of fuels. See “Item 4. Information on the Company—Resilient energy—Low-carbon fuels and solutions”.
In our refineries we are still working on our ambitious plan of effluents adequacy, including drain fluids segregation and the revamping of raft, which will also allow us to strengthen the resilience of our facilities to the new climatic conditions of the region. In logistics, the integrity plan for tanks and pipelines is developed annually to ensure their tightness.
Annually, plans are developed across business units to comply with different safety and environmental resolutions. Work based on SE Resolutions No. 277/2025 and 404/1994 are carried out on tanks and inspections of pipelines in accordance to Resolution No. 120-E/2017 issued by the Former Ministry of Energy and Mining (“MINEM”). Following regulations of the Buenos Aires Province’s Ministry of Environment , we also perform pressure container inspections.
We and several other industrial companies operating in La Plata City, in the Buenos Aires Province, have entered into a community emergency response agreement with three municipalities and local hospitals, firefighters and other health and safety service providers to implement an emergency response program. This mutual aid program is intended to prevent damage and losses resulting from accidents and industrial and environmental emergencies. This program includes meetings, drills, visits at plants and risk communications and capacity building. Our three refineries are certified under the ISO 9001 “Quality management systems” and ISO 14001 “Environmental management systems”, which are regularly renewed. All of them are also certified under the ISO 45001 “Occupational health and safety management systems”. In addition, the La Plata, Luján de Cuyo and Plaza Huincul refineries have been verified in accordance with ISO 14064 “Greenhouse gasses” for the inventories of industrial GHG and have energy management systems certified under the ISO 50001 “Energy management”. Our refineries maintain their systems under continuous improvement and revision by accredited organizations.
Focusing on research and development, Y-TEC, our technology company (see “Item 4. Information on the Company—Research and development”), applies an open-innovation approach and coordinates YPF’s R&D activities, developing technological solutions and specialized services across the oil and gas, fuels and chemicals, and low-carbon energy and environmental sustainability sectors. Its projects are aimed at improving operational efficiency, reducing costs, advancing digital capabilities, and developing technologies for emerging energy vectors and environmental sustainability, in alignment with YPF 4×4 plan.
Environmental regulations
The enactment of Articles 41 and 43 in the Argentine National Constitution, as well as new federal, provincial and municipal legislation, has strengthened the legal framework dealing with damage to the environment. Legislative and government agencies have become more vigilant in enforcing the laws and regulations regarding the environment, increasing sanctions for environmental violations. Under such Articles, all Argentine inhabitants have both the right to an undamaged environment and a duty to protect it. The primary obligation of any person held liable for environmental damage is to rectify such damage according to and within the scope of applicable law. The federal government sets forth the minimum standards for the protection of the environment, and the provinces and municipalities establish specific standards and implementing regulations.
Federal, provincial and municipal laws and regulations relating to environmental quality in Argentina affect our operations. These laws and regulations set standards for certain aspects of environmental quality, provide for penalties and other liabilities for the violation of such standards and establish remedial obligations in certain circumstances.
In general, we are subject to the requirements of the following federal environmental regulations (including the regulations issued thereunder):
Argentine National Constitution (Articles 41 and 43)
National Criminal Code
National Civil and Commercial Code, which sets forth the general rules of tort law
Law No. 25,675 on National Environmental Policy
Law No. 25,612 on Integrated Management of Industrial and Service Industry Waste
Law No. 24,051 on Hazardous Waste
Law No. 25,916 on Management of Domestic Waste
Law No. 20,284 on Clean Air
Law No. 25,688 on Environmental Management of Waters
Law No. 25,670 on Management and Elimination of Polychlorinated Biphenyls
Law No. 27,520 on Minimal Standards on Global Climate Change Adaptation and Mitigation
Law No. 27,566 on Access to Information, Public Participation and Justice in Environmental Matters in Latin America and the Caribbean
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These laws address environmental issues, including limits on the discharge of wastes, air emissions and liquid effluents associated with oil and gas operations, investigation, management and cleanup of hazardous substances, workplace safety and health, natural resource damage claims and toxic tort liabilities. Furthermore, these laws typically require compliance with associated regulations and permits and provide for the imposition of penalties in case of non-compliance. In addition, we are subject to various other provincial and municipal regulations, including those relating to natural gas venting, crude oil spills and well abandonment, among others.
By Resolution No. 419/1993, and subsequent amendments (Resolutions No. 404/1994 and 414/2021), the SE created the Registry of Independent Professionals and Safety Auditing Companies which may act with respect to hydrocarbons storage facilities, oil refineries, gas stations, fuel commercialization plants and plants for fractioning of LPG in containers or cylinders. These resolutions provide that external audit of oil refineries, gas stations and all fuel storage plants must be carried out by professionals registered in such Registry. Domestic fuel manufacturing companies and companies that sell fuels are prohibited from supplying these products to any gas station failing to comply with its obligations. Penalties for failure to perform the audits and remedial or safety tasks include the disqualification of plants or gas stations. In addition, a set of obligations was established regarding underground fuel storage systems, including a mechanism for instant notification in cases of loss or suspicion of loss from storage facilities. These obligations are complemented by SE Resolution No. 1,102/2004, which sets forth the Registry of Liquid Fuels Outlets, Own Consumption, Storers, Distributors and Marketers of Fuels and Hydrocarbons in Bulk and Compressed Natural Gas.
By Resolution No. 277/2025, the SE regulated the National Program of Hydrocarbons Warehousing Aerial Tank Loss Control, which establishes the guidelines to ensure the integrity of warehousing aerial tanks. Through Resolution No. 970/2023, the SE created the National Program for Measurement and Reduction of Fugitive Emissions Derived from Hydrocarbons Exploration and Production Activities, by which the obligated subjects must present an annual fugitive emissions measurement plan and a 5-year comprehensive plan for the reduction and/or capture of fugitive emissions and, in view of the declared objectives of each plan, implement specific measures in accordance with their capabilities for the purposes of reducing and/or capturing emissions, prioritizing the efficiency and use of the gas. As of the date of this annual report, the regulation of this Resolution is still pending.
In 1994, Argentina ratified the United Nations Framework Convention on Climate Change (“UNFCCC”) through Law No. 24,295 to stabilize its GHG emissions. In addition, in 2016, Argentina adopted the Paris Agreement under the UNFCCC through Law No. 27,270 (which is known to be the successor of the Kyoto Protocol).
In 2019, the Argentine Congress enacted Law No. 27,520 on Minimal Standards on Global Climate Change Adaptation and Mitigation which focused on implementing policies, strategies, actions, programs and projects that can prevent, mitigate or minimize the damages or impacts associated with climate change.
In 2021, through Resolution No. 1,036/2021, the SE approved the “Guidelines for an Energy Transition Plan by 2030”. In June 2023, through Resolutions No. 517/2023 and No. 518/2023, the SE approved the “National Plan for an Energy Transition by 2030” and the “Guidelines and Scenarios for the Energy Transition to 2050”, respectively.
In addition, in November 2019, the Argentine government issued the “First National Plan for Mitigation and Adaptation for Climate Change” which foresees an energy transition strategy. In this sense, this Plan establishes that “the decarbonization of the energy matrix as a long-term horizon implies a structural change in the systems of supply and use of energy. The energy transition, driven by the demand for climate action, must be fair, affordable and sustainable”. In April 2023, the Argentine government issued the “Second National Plan for Mitigation and Adaptation for Climate Change”.
In November 2023, the Ministry of the Environment and Sustainable Development issued Resolution No. 23/2023 approving the “Guide for the Preparation of Environmental Impact Studies”, which includes the issue of climate change, and the “Guide on Public Participation in Environmental Evaluation”, whose implementation is voluntary.
With the purpose of setting up the principles, instruments and strategies of climate action in public policies, in accordance with the minimum standards established by National Law No. 27,520, several hydrocarbon-producing provinces issued specific regulations related to the management of emissions, such as Resolution No. 258/2025 of the Neuquén Province, Resolution No. 58/2024 of the Chubut Province and Resolution No. 758/2025 of the Mendoza Province, and Law No. 5,733/2024 of the Río Negro Province.
In 2024, the Argentine Congress passed Bases Law empowering the Argentine Executive branch to develop, together with the provinces, harmonized and uniformed environmental legislation for the hydrocarbon sector at national level in compliance with the provisions of Law No. 27,007. The SE will identify the applicable regulation and the environmental aspects to be taken into account, to ensure the development of hydrocarbon activity with adequate care of the environment and will establish a procedure to coordinate joint work with the provinces and with the Autonomous City of Buenos Aires. As of the date of this annual report, this process of harmonization and unification of the environmental legislation for the hydrocarbon sector is ongoing.
The description of the relevant Argentine environmental regulations is only a summary and does not purport to be a comprehensive description of the Argentine environmental regulatory framework. This summary is based on main Argentine regulations related to environmental issues as in effect as of the date of this annual report. It should be noted that such regulations may be subject to change.
Water management
We are committed to managing water with a comprehensive approach focused on the sustainability of the resource. This includes considering its shared use with the communities where we operate, the monitoring of water collections and discharges, promoting efficiency in its use, prioritizing water-stressed areas, ensuring proper management of the generated effluents, and raising awareness about water care.
The criterion for water management is focused on three strategic lines:
Identification of water risks, which includes:
Global assessment of water risk associated with operations, through the Aqueduct Water Risk Atlas tool, that allows us to identify water risk associated with our operations with points of water supply.
Water risk analysis and financial estimation in the unconventional operations in the Neuquén Province through the Waterplan Platform, a tool that allows greater granularity of analysis. Through this tool, we visualize the most probable risk scenarios. Methodology for assessing climate-related physical risks, including drought, linked to water security at a facility level, which is being applied at several critical facilities.
Optimization of water use, based on:
Water use efficiency assessment, assessed with in-house methodology. In 2025, we established a water management plan for downstream industrial complexes and unconventional upstream operations, covering everything from improving data acquisition to treatment and recycling industrial water.
Water valorization, using the Water Risk Monetizer tool, we periodically set internal prices for water, which must be used in the sensitivity analyses of all critical investment projects.
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Reduction of freshwater withdrawal intensity. Based on our ambition to reduce the intensity of our freshwater withdrawal, we have outlined new 2030 objectives for the unconventional upstream and downstream operations consisting of a further reduction (baseline 2025).
Assessment of resources, which includes the study of hydrogeological resources. With an investigation model that uses information obtained from the drilling of oil wells, we mapped the aquifers that need to be protected. We covered the Neuquén, Río Negro, Santa Cruz, Mendoza (Cuyana and Neuquina basins), Tierra del Fuego and Chubut Provinces. This study has direct application in drilling and hydraulic stimulation activities and well abandonment and reparation. During 2025, hydrogeological baseline studies were extended to the Austral basin, associated with Palermo Aike unconventional exploration project.
The Company seeks to reduce, reuse and recycle the water used in the production process and the effluents generated. In the event of not being able to do so, it treats them and discharges them in accordance with the requirements of the application authority of the place of discharge. Where no regulations exist, the standards in force for the oil and gas industry are applied. For this purpose, YPF monitors its water management benchmarking study on all of its withdrawal and discharge points.
Water management in unconventional exploitation areas
Hydraulic stimulation, a long-time proven technology, allows the resources in unconventional formations to be extracted in an efficient and environmentally friendly way.
Generally, this technique uses water and sand and less than 0.8% of chemicals or additives. These additives are the same as those used in products for household and commercial applications, such as sodium chloride (used in kitchen salt), borate salts (used in cosmetics), potassium carbonate (used in detergents), guar gum (used in ice cream) and isopropyl alcohol (used in deodorants).
Water used for oil and gas development, which requires a permit from a competent authority, is obtained from bodies of flowing water which represent a small percentage of the total surface flow (around 0.2%) and involve much lower volumes than those used for agricultural and human consumption in the Neuquén Province.
From the beginning of its unconventional operations, YPF has considered environmental protection as one of the values of its Quality, Environmental and Safety Policy.
Waste management
In compliance with Argentine regulations and our environmental standards, we promote actions aimed at gradually minimizing waste generation; reducing its risk and environmental impact; reusing, recycling or recovering waste materials; ensuring proper treatment and final disposal; and establishing continuous improvement programs.
YPF identifies, among its sustainability priorities, the circular economy and waste management. We set waste recovery objectives for the Upstream and Midstream and Downstream vice presidencies, identifying year on-year targets up to 2030. YPF aims to have a 40% waste recovery by 2030.
Since 2012, we have been working on initiatives in our Upstream business segment in order to systematically reduce our historical stock of soil containing hydrocarbons. In 2021, we achieved our strategic reduction target and today we maintain our waste inventories at operational levels. We also apply cutting-edge techniques such as stabilization and solidification; bioremediation of hydrocarbon-containing waste through bacteria; bioremediation of soils by stimulating fungal decomposition; and revegetation and ecological restoration of soils with direct seeding.
Progress made in hazardous waste management includes the operation of a drill cuttings plant, the “TRON AESA” plant, located in the Loma Campana block. This plant reduces the volume of drilling muds and cuttings sent for external treatment and allows the recovery of oil-based mud for reuse. In 2024, a new drill cuttings processing line was installed, and we expect to expand its capacity during the first quarter of 2026.
Additionally, we continue working in circular economy projects aimed at re-using spent catalysts from our refineries and petrochemical business.
In our operations in the Vaca Muerta formation, we have adopted a life-cycle approach to waste management considering generation, storage, transport, treatment and final disposal. We have identified initiatives to improve and optimize each of these stages. In this sense, in 2024, we carried out a test for drill cuttings stabilization on roads in the repository of Bajada de Añelo block and, currently, we are working on testing the bioremediation technique applied to drilling cuttings.
Strengthening our commitment to waste recovery, in 2025, an Integral Waste Treatment Center was designed aimed at recovering the hydrocarbons contained in oil-based drilling muds, which includes innovative technologies applied to waste management, reducing the material sent to final disposal.
Management of biodiversity and ecosystem services
YPF is committed to caring for ecosystems and their diversity throughout the life cycle of its operations and products. Our actions in this area focus on analyzing risks, preventing impacts, rehabilitating the environment, and adopting compensatory measures when appropriate. All sites where YPF is involved in hydrocarbon extraction and production activities have environment impact studies that include a biodiversity analysis, mitigation plans and annual environment monitoring reports, which are in line with the applicable legal requirements and the purpose of the Company to care for the ecosystems and their diversity during the life cycle of their operations and products, particularly in sensitive ecological areas. Our actions in this field are focused on analyzing the risks, preventing impacts, restoring the landscape and adopting compensatory measures where these are required, these activities are documented in environment management plans. Within the totality of licensed areas, there are some overlapping with significant areas of biodiversity. Overlaps are considered protected areas within the mining dominions, as well as those located at a distance of less than 2 km. Additionally, the Company has set a new objective towards 2030 to have 100% of areas of high environmental sensitivity with a specific biodiversity action plan to strengthen the existing environmental management plan.
Other atmospheric emissions
We also monitor other atmospheric emissions, such as sulfur dioxide (“SO2”), nitrogen oxides (“NOx”), carbon monoxide (“CO”), non-methane volatile organic compounds (“NMVOCs”) and particulate matter 10 (“PM10”). The management of other atmospheric emissions is focused on minimizing them through monitoring and increasing the efficiency of the burners.
Spill preparedness and response
The Company has a Spill Prevention and Control System in place that has helped to reduce the spill frequency rate for the past years. This system, together with the Integrity and Maintenance Processes in place, allows focusing the investment plans for improvement and adaptation in surface facilities, pipelines and conduction pipes, in order to improve prevention. There is a communication and spill response protocol that activates the available resources to carry out the necessary interventions. The integral management of spills in our upstream operations is loaded, processed and stored in a computer system, which automatically generates reports to the corresponding enforcement authority for monitoring and control. The progress of the remediation and its impact is monitored together with these authorities, until the final release of the sites.
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Annually, we carry out several operational drills to measure our response. In some cases, the activities are carried out with the participation and advice of consultants. In cases where the activity is related to water courses or bodies of water near the operation, tests are carried out with Prefectura Naval Argentina in order to achieve accreditation and effectiveness of the response drill. Internally, there are different levels of drills (according to the level of involvement and complexity: green; yellow or red) according to the intervention and participation of the different hierarchical levels of the Company.
In 2025, we continued working on risk mitigation plans, including inspection of liquid and gaseous hydrocarbon transportation pipelines, as well as storage tanks (either process or dispatch) with inspection plans defined according to their risk condition. In both cases, the activities are carried out under applicable regulations or resolutions as dictated by the corresponding application authority.
Additionally, in 2025, we continued our agreement with Oil Spill Response Ltd. which provides support to our Oil Spill Contingency Plan, evaluating and reducing the possible environmental impact caused by an oil spill in the Argentine Sea, thus reducing the environmental impact of potential oil spills. This agreement includes technical and operational support in case of oil spills at sea caused by accidents involving tankers, facilities, terminals and ports, oil storage areas or in offshore hydrocarbon exploration and production activities. We also keep our agreement with Wild Well Control Inc. and Gabino Lockwood up to date, in order to be prepared for possible blow out events.
In addition, to obtain further information about the provisions and contingent liabilities for environmental claims see Notes 17 and 33.b.1) to the Audited Consolidated Financial Statements.
Resilient energy
Argentina, which only represents less than 1% of CO2e global emissions, has particular commitments related to climate change mitigation and adaptation beyond the federal regulations on climate change approved in 2019. In 2020, before the United Nations Climate Change Conference (“COP”) No. 26, Argentina had presented its second National Determined Contribution (“NDC”), which was updated in 2021, increasing its commitment to the mitigation goal presented in 2016 and incorporating an adaptation goal in accordance with Article 7.1 of the Paris Agreement. In addition, in 2025, during the COP No. 30, Argentina presented its third NDC with a net emissions target for 2030 and 2035 that does not exceed 375 million of metric tons of CO2e, and also its third Adaptation Communication (“ADCOM 3”) integrating climate prevention and adaptation measures at a national level. The Argentine government explained that this target is more ambitious than the previous one and implies a decoupling of the historical emissions trajectory from the perspective of economic growth and national development. In this regard, statements by Argentine government imply that efforts will be made to be better prepared to face climate impacts, as well as actions aimed at consolidating and strengthening a productive system that is sustainable and, consequently, low in emissions.
As an energy company, YPF is working to address two of the most pressing global challenges of our time: (i) meeting the growing demand for secure and efficient energy, which is vital for countries’ development and people’s quality of life; (ii) while doing so efficiently and with lower carbon emissions. In order to achieve these challenges, the Company leverages Argentina’s abundant energy resources, customer demand, the competitiveness of its assets, and its technical capabilities. While crude oil and natural gas will continue to form the core of our portfolio for the next years (both International Energy Agency Scenarios and internal analysis project that the demand for crude oil and natural gas still offers a window of opportunity until 2050), we will pursue this with a focus on high-value assets, lower carbon-intensity products and by developing energy alternatives, in order to ensure a competitive and resilient business model in different time horizons. These different lines of action include the promotion of natural gas production, not only for the domestic market, but also for the export market, and competitive growth of electric and renewable energies, through our joint venture YPF EE, subject to market conditions.
We also aim to diversify, in a timely manner, our offering with new products and solutions that tap into the opportunities of energy complementarity and contribute to CO2e emissions reductions, in line with our low-carbon commitments, market demands, and stakeholder expectations. Our goal is to remain a globally competitive company by 2030 and beyond, creating value for shareholders and customers in any business scenario. Additionally, we are preparing for potential shifts in future energy demand. These business decisions also contribute to Argentina’s compliance with its NDC under the Paris Agreement.
We also have a governance structure in place for managing climate-related risks, which includes identifying and implementing necessary mitigation measures, as well as institutional ESG reports to communicate performance. See “Information on the Company—Our environmental, social and governance (“ESG”) commitment—ESG governance”.
Governance and risk management
Risk management accountability and oversight form an integral part of our management activities and provide the Board of Directors of YPF S.A. with insights on trends and aggregate exposure for climate change-related risks and performance by the Risk and Sustainability Committee. Climate change-related risks are linked to so-called transition risks and physical risks, which must be integrated into adaptation measures and be part of the decision-making processes. See “Item 3. Key information—Risk factors—Risks relating to our business—Climate change and changes in future demand for energy products could affect our business”. The Board of Directors of YPF S.A. also has established the Strategy and Transformation Committee, which is tasked with discussing and recommending medium and long-term strategic matters and transformation initiatives. This Committee also advises on the approval of operations or businesses considered beneficial to the Company, when these require the Board of Directors’ consideration. It is informed by the Strategy, New Business and Controlling, Upstream, Midstream and Downstream, LNG and Integrated Gas and New Energies Vice Presidencies. The Senior Management sets the strategic direction for their respective business areas, implements the business plan, and regularly monitors ESG-related issues and risks.
YPF has a Corporate Risk Management Model based on ISO 31000 (risk management) and a Corporate Risk Management Policy and Standard to identify, evaluate and manage risks. Potential climate change and sustainability-related risks are included and integrated into several categories of this Model.
With respect to physical risks, we are working to improve our understanding of the potential climate vulnerabilities of our operations, as well as to establish resilience, planning and adaptation measures at the operations level. Information on climate change risks related to extreme weather events is considered during the risk analysis process as the likelihood and potential impact of risks that may threaten the integrity of the Company’s operations and assets.
During the last years, we have been working on updating climate hazard and risk maps to identify potential climate change-related impacts on our operations and facilities, which are available to the entire Company through the Geographic Information System web-based platform. These maps allow us to identify and prioritize operations and facilities exposed to climate-change risks in different potential climate scenarios and to identify mitigation measures to reduce vulnerability and encourage early actions. In 2025, we continued working to improve our understanding and to establish adaptation measures. These efforts enhance the Company’s existing process for analyzing the physical climate risks to facilities and new projects, considering international standards, expert professional knowledge and the Company’s risk management regulatory framework. During 2026, we will continue to strengthen our climate resilience work, focusing on adaptation plans for critical facilities. The results will be used to strengthen the Company’s Climate Change Adaptation Plan.
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Lower-carbon oil and gas operations
The growing and increasingly efficient production of crude oil and natural gas in the Vaca Muerta formation fits appropriately with the decarbonization ambition for two reasons. (i) on the one hand, the Vaca Muerta formation has an enormous potential for natural gas, the lower carbon safe energy par excellence. We are convinced that the full development of these resources will not only supply the local market but will also contribute to the decarbonization of other countries through exports; (ii) on the other hand, it enables production with a lower emissions intensity per barrel than conventional hydrocarbon fields. Likewise, the active management of our portfolio is leading us to transform into an unconventional company, which involves operating with lower CO2e emissions per barrel produced. (see “Item 4. Information on the Company—Business strategy—Strategic pillars: “YPF 4×4””). In addition, current and future decarbonization projects and initiatives are expected to further drive CO2e emissions reductions towards our ambitions and targets in the short and mid-term.
Ambitions and targets
The Company’s main targets on resilient energy are: (i) CO2e emissions (scope 1 and scope 2) intensity for unconventional upstream production be less than 10 kg CO2e/boe by 2030; (ii) the reduction of methane emissions by 30% by 2030 (baseline 2021); and (iii) zero routine flaring by 2030.
Projects and Initiatives
Carbon more efficient operations. The main decarbonization levers are:
Reduction of flaring through operational efficiencies and expansion of associated evacuation and processing capacity.
Reduction of fugitive emissions, through methane Leak Detection and Repair (“LDAR”) campaigns and pilots with new technologies.
Monitoring natural gas sent to flares and natural gas vented through different technologies. Since 2020, we work on the evaluation, detection and measurement of methane emissions as well as vents with different technologies, using satellite and aerial images to strengthen the activities performed on the ground with handhelds detection cams. The Company continued to take satellite images for leak detection and, during 2025, we launched pilot projects in certain facilities with drones to detect and quantify methane emissions. There are other ongoing measures, which include the development of new infrastructure that allows us to increase our capacity to valorize natural gas production.
Energy management, which includes efficiency initiatives, fuel switching, and a new power-supply plan focused on renewable energy.
Clean Development Mechanism: Following up on our two projects enrolled, which allow us to reduce emissions in the different stages and processes of crude oil refining by recovering flare gases in the La Plata and Luján de Cuyo Refineries. The waste gases are compressed and injected into the fuel system to feed furnaces and boilers, thus avoiding the need to use natural gas and fuel oil for heating. In 2025, between the two projects, approximately 208,000 tn of CO2 were reduced. Additionally, we completed the installation of a flare gas recovery compressor at the Plaza Huincul Refinery, which recovers gases from the Topping unit and reinjects them into the fuel gas ring, reducing approximately 10,000 tn of CO2 during 2025.
Strengthening CO2e Emissions Inventorying, based on the following standards: the API Compendium of Green House Gas Emissions Methodologies for the Oil and Natural Gas Industry (August 2021); the IPCC Guidelines for National Greenhouse Gas Inventories (2006 and 2019); and EPA AP42. We follow the GHG Protocol’s Corporate Accounting and Reporting Standard, which defines three scopes of GHG emissions:
Scope 1: Direct GHG emissions from sources that are owned or controlled by YPF.
Scope 2: Indirect GHG emissions from generation of purchased energy consumed by YPF.
Scope 3: Other indirect GHG emissions. All indirect emissions (not included in scope 2) that occur in the value chain of the Company, including emissions associated with the use of energy products sold by YPF.
Additionally, the corporate management systems for measuring carbon footprint in our industrial complexes are regularly verified according to the ISO 14064-1 (greenhouse gases) standard on GHG quantification, report and management. During 2025, we performed a complete external verification process of all of YPF’s industrial complexes.
Participation in Public and Collaborative Initiatives: YPF participates in industry associations such as the CEPH, and technical bodies like International Gas Union (“IGU”) and IAPG. Through these associations, the Company addresses topics such as hydrocarbon resource development, business sustainability, energy market evolution, and supplier development. It also helps track legislative initiatives in the Argentine Congress and provincial legislatures regarding economic, tax, and environmental issues. YPF is also member in sustainability and energy transition committees of Arpel, Oil and Gas Decarbonization Charter, the UN Global Compact, and the EITI in Argentina.
For the new energies’ portfolio, we are advancing along two lines of work: (i) profitable growth of the electric power segment with a focus on renewables through our joint venture YPF EE; and (ii) a timely offer of low-carbon fuels and solutions that leverages the commercial opportunities of energy complementarity (see “Item 4. Information on the Company—Resilient energy—Low-carbon fuels and solutions”).
Low-carbon fuels and solutions
Hydrocarbon Products with Lower Sulfur Content: Adapting refineries to the new specifications of low-sulfur fuels and lighter hydrocarbons allow us to respond to regulatory requirements as well as to possible changes in demand and customer expectations. Every time we upgrade our highest quality fuels, we incorporate improvements in the balance between energy consumption and the capacity granted by the product.
In 2019, SE Resolution No. 558/2019, as amended, substituted Annex I of SRH Resolution No. 5/2016, which established readjustments for the specifications on the sulfur content in grade 2 diesel and gasoline. In order to comply with these new specifications, we have been investing in infrastructure since 2018.
Notably, the revamping of the FCC naphtha hydro treatment unit and the revamping of the magnaforming unit at the La Plata Refinery were completed in the second quarter of 2024, reaching an investment of US$ 352 million. Additionally, progress is ongoing in the adaptation of the Luján de Cuyo refinery, which includes the revamping of the hydrotreatment diesel unit, a new diesel desulfurization unit and a new steam reformer unit, with an estimated investment of US$ 637 million. Moreover, we will continue advancing in the engineering design to fully adapt diesel production to 10 ppm, incorporating new diesel hydrotreating units at the La Plata and Plaza Huincul refineries.
CNG for Heavy Transport: This involves the supply of CNG for freight-transport fleets and public-service fleets. This initiative reduces CO2 emissions from fuel consumption and eliminates NOX and particulate-matter emissions.
At the same time, YPF is the main buyer and mixer of biofuels in Argentina, with approximately 15 Mm3 acquired since the mandatory cuts began to be in force and is developing the first initiative in Argentina to produce and inject bio methane into natural gas grids.
For further information see “Item 4. Information on the Company—Our environmental, social and governance (“ESG”) commitment—Environmental matters in Argentina—Environmental regulations”.
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Safety
Ensuring the safety of all people working in the Company, as well as the reliability and integrity of our assets, businesses and projects are a strategic pillar for YPF.
We are an operator of exploration activities, oil and gas production, natural gas plants, refineries and wind farms, and we manage potential risks accordingly. These include uncontrolled wells, hydrocarbon leaks or spills, crimes, cyberattacks, occupational incidents and worker-related illnesses.
During 2025, we have promoted key initiatives to strengthen our safety performance:
Strengthening the safety culture, with a focus on prevention, visible leadership, and the active participation of operational employees.
Initiating an organizational change aimed at functional integration and risk-informed decision-making.
Centralizing the safety function, promoting regulatory consistency, data traceability, and comprehensive oversight.
Standardizing critical processes, including work permits, contractor control, and incident investigation.
Early intervention by the occupational health service, with monitoring, clinical assessment, and safe return protocols.
Implementation of technological solutions, such as digital platforms for permit traceability, report automation, control dashboards, and real-time data analysis, with the aim of improving operational efficiency, reducing deviations, and facilitating evidence-based decision-making.
This approach is complemented by integrated occupational, industrial, and process risk management throughout the value chain, in compliance with the current regulatory framework and our internal regulations, based on our Operational Excellence Model and international standards in the absence of specific local legislation. See “Item 3. Key information—Risk factors—Risks relating to our business—Oil and gas activities are subject to significant economic, social, environmental and operational risks” and “Item 3. Key information—Risk factors—Risks relating to our business—We have limited control over the day-to-day activities carried out on properties that we do not operate”.
Operation of the Occupational Health and Safety system
The Occupational Health and Safety system covers all of our employees and contractors and encompasses three fundamental aspects:
Identification and mitigation of occupational and process risks preventing incidents, to prevent serious injuries and fatalities at our operations.
Strengthening the Company’s emergency response capacity.
Continuous improvement.
We have a Health and Safety Management Plan in place, which is reviewed and executed annually in conjunction with each business unit, who report to both the Vice President of the business unit as well as to the Vice President of Quality, Environmental and Safety, and the Vice President of People and Culture. We have specific methodologies to assess and minimize risks associated with our processes, and to prepare to face emergencies. Systematic preventive inspections are conducted in the field, while any person who detects a risk during the course of their activities may report it to their hierarchical line and request the task be suspended. Inspection reports are discussed in monthly safety committees, where action plans and barriers to reduce risks detected are defined.
Safety of people
In recent years, we have made significant progress in protecting people by implementing technical measures and strengthening our management systems. Our practices are integrated into a cycle of continuous improvement that includes:
Risk identification and assessment using specific methodologies to anticipate and mitigate incidents, prioritizing critical risks.
Safe task planning, with prior assessments, allocation of adequate resources, standardized procedures, and field supervision.
Engineering controls and physical barriers, complemented by verifications associated with the 10 Golden Rules for Saving Lives and the use of personal protective equipment.
Regulatory compliance and periodic audits, aligned with local and international regulations, to ensure the effectiveness and updating of measures.
Occupational safety training
Continuous learning is essential to strengthening safety and self-care in all our operations. As a requirement for entering YPF facilities, all employees and contractors participate in a general safety induction, supplemented by specific training according to their assigned job function.
Our training programs reach all levels of the organization. In addition, we continuously promote safety content through online corporate platforms, and each vice presidency implements specific actions according to its risks and operational needs.
During 2025, we worked on three main areas:
New incident investigation methodology to strengthen the identification of root causes and the implementation of corrective and preventive actions.
Safety leadership as a key pillar of the cultural model, with content available on the corporate platform to encourage participation and commitment.
Defensive driving program, which ensures the continuous updating of best practices and road safety techniques to reduce the frequency of vehicle accidents.
These actions are complemented by specific training on critical risks, awareness of the 10 Golden Rules for Saving Lives, and the standardization of processes such as work permits and contractor control, ensuring that both our own personnel and contractors have the necessary tools to perform their tasks safely.
Emergency response
The Company has an Emergency and Crisis Management system, which focuses on prevention and strengthening the Company’s resilience to unforeseen events. This system aligns prevention, preparedness, response and recovery activities including incident response management, business continuity management and crisis management.
Safety incident occurrence
YPF has a corporate process for incident management and recording, which includes accident investigation, implementation of improvement actions, and dissemination of lessons learned. In 2025, the deployment of the systemic investigation method was expanded throughout the organization, consolidating its application and strengthening the ability to identify systemic causes and implement preventive and corrective actions that contribute to the continuous improvement of safety performance.
The sustained commitment to safety has driven a significant improvement in key safety performance indicators in recent years, compared to previous periods. This progress is part of an ongoing process aimed at strengthening the safety culture and optimizing interactions between people, facilities, processes, and work systems.
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In case of an undesired event, the action protocols are applied, which include organizational and operative aspects to carry out containment, evaluation and control actions. In all cases, the priority is people care.
After the response and containment of the event, the necessary actions are taken to return to operational conditions or to recondition the affected areas, if it is required. In addition, the pertinent records are made and subsequently the investigation of the case is carried out. The lessons learned are used to adapt the emergency and crisis management system.
Insurance
The scope and coverage of the insurance policies and indemnification obligations discussed below are subject to change, and such policies are subject to cancellation in certain circumstances. In addition, the indemnification provisions of certain of our drilling, maintenance and other service contracts may be subject to different interpretations, and enforcement of those provisions may be limited by public policy and other considerations. We may also be subject to potential liabilities for which we are not insured or in excess of our insurance coverage, including liabilities discussed in “Item 3. Key information—Risk factors—Risks relating to our business—We may not have sufficient insurance to cover all the operating hazards to which we are subject”, “Item 3. Key information—Risk factors—Risks relating to our business—Oil and gas activities are subject to significant economic, social, environmental and operational risks” and “Item 3. Key information—Risk factors—Risks relating to our business—We may incur significant costs and liabilities related to environmental, health and safety matters”.
We insure our operations against inherent risks in the oil and gas industry, including loss of or damage to property and our equipment, control-of-well incidents, loss of production, business interruption, removal of debris, sudden and accidental pollution, damage and clean up and third-party claims, including personal injury and loss of life, among other business risks. Our insurance policies are typically renewable annually and generally contain limits, exclusions and deductibles determined by (i) risk management assessment surveys conducted by international companies, (ii) terms offered by insurance and reinsurance markets, and (iii) the risk retention policy defined by the Company.
Our liability insurance policy covering our operations provides third-party liability coverage up to US$ 400 million per event. Certain types of incidents, such as intentional and/or non-sudden and/or non-accidental pollution are excluded from the insurance policy’s coverage.
Our material damage and business interruption insurance policy provides coverage for physical loss or damage in respect of, but not limited to, onshore and offshore property of any kind and description, up to US$ 2 billion and up to US$ 1 billion for each and every incident for downstream and upstream operations, respectively, but up to US$ 1.5 billion for each and every incident combined for both types of operations, with different deductible amounts depending on the type of coverage.
Furthermore, we maintain life insurance for employees, automobiles, cargo and transportation, as well as insurance against construction risks on a case-by-case basis, and minor works or assemblies for assets in operation. We do not currently maintain insurance coverage for cybersecurity incidents, see “Item 3. Key information—Risk factors—Risks relating to our business—We may suffer information technology system failures, network disruptions and breaches in data security” and “Item 16K. Cybersecurity”.
Our insurance policies are subject to deductibles and self-insurance retention, limits, exclusions and limitations, and there is no assurance that such coverage will adequately protect us against liability from all possible consequences and damages associated with our activities.
Property, plant and equipment
Most of our property, which comprises investments in assets which allow us to explore or exploit crude oil and natural gas reserves, as well as investments in refineries, storage, manufacturing and transportation facilities, service stations, materials and equipment in warehouse and infrastructure for natural gas distribution are located in Argentina. See Note 8 to the Audited Consolidated Financial Statements.
As of December 31, 2025, 100% of our proved oil and gas reserves were located in Argentina.
Our exploration and exploitation rights are in general based on sovereign grants of concession. Upon the expiration of the concessions, our exploration and exploitation assets associated with the particular property subject to the relevant concession revert to the Argentine government.
For information about environmental issues that may affect the Company’s utilization of the assets see the physical risks outlined in “Item 4. Information on the Company—Resilient energy—Governance and risk management”.
Argentine legal and regulatory framework
For a description of the main legal and regulatory framework under which the Company carries on its business activities see Note 35 to the Audited Consolidated Financial Statements, included in this annual report. Additionally, to have an understanding about:
The main exchange regulatory framework, see “Item 10. Additional information—Exchange regulations”.
The main environmental regulatory framework, see “Item 4. Information on the Company—Our environmental, social and governance (“ESG”) commitment—Environmental matters in Argentina—Environmental regulations”.
The main provisions of the Expropriation Law and Privatization Law, see “Item 4. Information on the Company—History and development of YPF S.A.”.
The main provisions of the Access to Public Information Law No. 27,275, see “Item 10. Additional information—Access to public information”.
YPF does not have unresolved staff comments.
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The following discussion should be read in conjunction with our Audited Consolidated Financial Statements included in this annual report.
Financial information
Selected consolidated financial information in this annual report as of December 31, 2025, 2024 and 2023 and for the years ended December 31, 2025, 2024 and 2023 has been derived from our Audited Consolidated Financial Statements included in this annual report.
Business segment reporting
Regarding our business segment reporting, see Note 5 to the Audited Consolidated Financial Statements and “Item 4. Information on the Company—Business organization”.
Factors affecting our operations
Our operations are affected by a number of factors (see “Item 3. Key information—Risk factors”), including, but not limited to:
The volume of hydrocarbon and derivative products we produce and sell
Regulation of domestic pricing
Our pricing policy for fuels
Export and import regulations
International and domestic prices of crude oil and oil products
Geopolitical tensions and crisis
Our capital expenditures and financing availability
Decisions of our joint ventures’ partners in connection with investments in areas we jointly operate
Inflation and changes in currency values
Cost increases
Domestic market demand for hydrocarbon products
Operational risks
Labor strikes and other forms of public protest in Argentina
Taxes, including export taxes
Regulation of capital flows, including those affecting financing
The Argentine peso/U.S. dollar exchange rate
The revocation of our concessions in case of non-compliance with certain provisions as set by laws and agreements with the Argentine government and/or Provinces
Inability to renew or extend our concessions
Dependence on the infrastructure and logistic network used to deliver our products
Interest rates
Regulation of our activities, including with respect to environmental factors
A pandemic disease
Energy transition and lower carbon energy
For information regarding our results of operations see “Item 5. Operating and financial review and prospects—Statements of comprehensive income breakdown”.
Our business is inherently volatile due to the influence of external factors, such as those listed above. Consequently, our past financial condition, results of operations and the trends indicated by such results and financial condition may not be indicative of the financial conditions, results of operations or trends in future periods.
Macroeconomic conditions
A significant portion of our revenues are derived from our operations in Argentina and, therefore, are subject to prevailing macroeconomic conditions in Argentina. Consequently, changes in economic, political and regulatory conditions in Argentina have had and are expected to continue to have a significant impact on our business, financial position and results of our operations.
The macroeconomic conditions of Argentina depend on multiple factors: (i) legal and regulatory framework (see Note 35 to the Audited Consolidated Financial Statements); (ii) economic policies of the Argentine Government, particularly monetary and exchange rate policies; (iii) levels of inflation; (iv) devaluations of the Argentine peso against other currencies, mainly the U.S. dollar; (v) trade balance; (vi) international prices of Argentina’s main commodities; (vii) public debt; and (viii) internal and external investment and financing; among others.
According to the latest “Estimador Mensual de Actividad Económica” report (an activity level progress report in Argentina) published in February 2026 by the Instituto Nacional de Estadística y Censos (“INDEC”), the economic activity in Argentina in December 2025 showed a positive variation of 3.5% compared to December 2024, while the cumulative variation for 2025 recorded an increase of 4.4% compared to 2024.
In terms of inflation, in recent years Argentina has faced high inflation rates until February 2024, when inflation rates began to slow down. During 2025, the consumer price index (“CPI”) published by the INDEC presented a cumulative increase of 31.5%, while the wholesale internal price index (“WPI”), also published by the INDEC, presented a cumulative increase of 26.2%. During 2024, the CPI presented a cumulative increase of 117.8%, while the WPI presented a cumulative increase of 67.1%.
In terms of trade balance, according to the data published by the INDEC in the Argentine Commercial Trade Report, the surplus in Argentina’s balance of trade account totaled US$ 11.3 billion during 2025, while a surplus of US$ 18.9 billion was recorded in 2024. This lower surplus is explained by a 24.7% increase in imports, partially offset by a 9.3% increase in exports.
With respect to local market exchange rate conditions, the Ps./US$ exchange rate, according to the Banco de la Nación Argentina (“BNA”), stood at 1,450.50 Ps./US$ as of December 31, 2025, having increased 40.8% from its value of 1,030.50 Ps./US$ as of December 31, 2024. The average exchange rate for 2025 amounted to 1,242.09 Ps./US$ and was 35.8% higher than the average recorded during 2024 of 914.67 Ps./US$.
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In addition, on April 11, 2025, the Argentine government announced measures to loosen the foreign exchange regime and reinforce the monetary framework. As a result, the BCRA implemented a new foreign exchange regime, eliminating certain restrictions on access to the Foreign Exchange Market. Key measures include: (i) elimination of the “crawling peg” adjustment mechanism, allowing the U.S. dollar exchange rate to fluctuate between a minimum and maximum range; (ii) elimination of the “blend” dollar (see Note 35.j) “Export Increase Program” section to the Audited Consolidated Financial Statements); (iii) removal of certain restrictions on individuals purchasing foreign currency; (iv) allowing access to the Foreign Exchange Market without prior BCRA approval for payment of dividends to non-resident shareholders accrued from fiscal years beginning on or after January 1, 2025; and (v) flexibilization of terms for payment of foreign trade transactions including the elimination of the BCRA’s schedule for access to the Foreign Exchange Market for payment of imports of goods with customs entry registration as from December 13, 2023, and for services rendered and/or accrued from such date. The aforementioned measures adopted by the Argentine government would be financially backed by a new EFF agreed with the IMF and signed in April 2025.
On March 11, 2025, through DNU No. 179/2025, the Executive Branch approved entering into a new EFF with the IMF, which was approved by the Chamber of Deputies of the National Congress on March 19, 2025.
On April 8 and April 11, 2025, the IMF and the Argentine government, respectively, announced that they had reached an agreement on a comprehensive economic program based on a four-year EFF totaling US$ 20 billion, which includes quarterly reviews of targets. This agreement provides for an initial disbursement of US$ 12 billion in April 2025, a second disbursement of US$ 2 billion in June 2025 together with the first quarterly review, a disbursement of US$ 1 billion during the second half of 2025, and the remaining disbursements during the term of the agreement. The repayment term for each disbursement is 10 years with a grace period of four and a half years, beginning in 2026 and ending in 2035. On April 15 and August 4, 2025, the Argentine government received disbursements of US$ 12 billion and US$ 2 billion corresponding to the first and second disbursements, respectively.
Hydrocarbon market
During 2025, local crude oil deliveries were freely negotiated between producers and refiners. The price of the Brent crude oil barrel averaged 68.2 US$/bbl in 2025 (a 14.5% decrease compared to 2024). As for the Medanito and Escalante crude oils (Argentine crude oil types) the average prices were 62.8 US$/bbl and 63.6 US$/bbl, respectively for 2025, compared to the average prices of 68.9 US$/bbl and 72.7 US$/bbl, respectively for 2024. Additionally, due to the conflict between the United States, Israel and Iran, the price of the Brent crude oil barrel averaged 92.5 US$/bbl during the first eighteen days of March 2026, reaching a peak of 107.4 US$/bbl on March 18, 2026.
As for natural gas, the Argentine government has established domestic market natural gas production incentive programs, which remain in force as of the date of this annual report.
For further information, see “Item 3. Key information—Risk factors—Risks relating to Argentina—Our business is largely dependent upon economic conditions in Argentina” and “Item 3. Key information—Risk factors—Risks relating to our business—Pricing of our products in Argentina and fluctuations in international prices of oil and refined products may adversely affect our results of operations”.
Statements of comprehensive income breakdown
The information below should be read in conjunction with the Audited Consolidated Financial Statements included in this annual report.
Summarized of consolidated statement of comprehensive income
For the year ended December 31,
(millions of US$)
Variation
(%)
Costs
Gross profit
Selling expenses
Administrative expenses
Other net operating results
Operating profit / (loss)
Income from equity interests in associates and joint ventures
Net financial results
Net profit / (loss) before income tax
Income tax
Net (loss) / profit for the year
Other comprehensive income for the year
Total comprehensive income for the year
Revenues include revenues from sales, mainly diesel, gasolines and other fuels, natural gas, crude oil, non-oil products and petrochemical products, and national government incentives. The tables below set forth, for the periods indicated, information regarding volumes and prices with respect to sales of our principal products in the domestic and export markets:
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Product
Diesel
Gasolines
Fertilizers, grain and flours
Petrochemicals
International market
Virgin naphtha
Grain and flours
Less than 1 km3 or US$/m3. The average price is not reported as it corresponds to one specific operation.
Sales in the international market represented 15.1%, 15.1% and 11.0% of total revenues for the years ended December 31, 2025, 2024 and 2023, respectively.
The following table sets forth, for each of the periods indicated, information regarding a breakdown of our costs:
Inventories at the beginning of the fiscal year
Purchases
Production costs
Translation effect
Inventories write-down
Adjustment for inflation (1)
Increases from business combinations
Reclassifications
Inventories at the end of the fiscal year
Corresponds to adjustment for inflation of inventories’ opening balances of subsidiaries with the Argentine peso as functional currency, which was charged to “Other comprehensive income” in the statement of comprehensive income.
Costs represented 72.4%, 72.1% and 80.0% of total revenues for the years ended December 31, 2025, 2024 and 2023, respectively.
The table below sets forth, for each of the periods indicated, information regarding a breakdown of our production costs:
Salaries and social security taxes
Fees and compensation for services
Other personnel expenses
Taxes, charges and contributions
Royalties, easements and fees
Rental of real estate and equipment
Depreciation of property, plant and equipment
Amortization of intangible assets
Depreciation of right-of-use assets
Industrial inputs, consumable materials and supplies
Operation services and other service contracts
Preservation, repair and maintenance
Transportation, products and charges
Fuel, gas, energy and miscellaneous
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The section below provides a comparative discussion of our operating profit or loss for the years ended December 31, 2025, 2024 and 2023. In 2025, the New Energies Vice Presidency was created and the Gas and Power Vice Presidency and the Downstream Vice Presidency were reformulated as the LNG and Integrated Gas Vice Presidency and the Midstream and Downstream Vice Presidency. Consequently, the comparative information for fiscal years ended December 31, 2024 and 2023 has been restated. Nonetheless, we consider these changes immaterial.
YPF explains its net profit or loss through the operating profit or loss, which is managed through its business segments, and its net financial results and income tax charge, which are managed on a consolidated basis.
For information about our business segments see “Item 4. Information on the Company—Business organization” and Note 5 to the Audited Consolidated Financial Statements.
Year ended December 31, 2025 compared to the year ended December 31, 2024
During 2025, the Company’s operating profit was US$ 1,740 million, compared to operating profit of US$ 1,480 million during 2024. This represents an increase in operating profit of US$ 260 million (17.6%), explained by:
Lower costs of US$ 562 million (4.0%), due to lower production costs (US$ 746 million) mainly due to the sale of assets related to the Mature Fields Project, partially offset by higher purchases (US$ 217 million) mainly driven by an increase in volumes of crude oil purchased from third parties as a result of the sale of the assets related to the Mature Fields Project. See Note 11.a) to the Audited Consolidated Financial Statements.
Lower expenses of US$ 173 million (5.4%), due to:
Lower exploration expenses of US$ 123 million, mainly due to lower charges for unproductive exploratory drillings.
Lower selling expenses of US$ 44 million, mainly due to lower charges of taxes, charges and contributions and provision for doubtful receivables.
Lower administrative expenses of US$ 6 million.
A positive variation of US$ 279 million in other net operating results, mainly explained by the result from sale of companies, by the result from sale of assets mainly related to the Mature Fields Project and by lower charges of provision for operating optimizations, partially offset by higher charges of provision for obsolescence of materials and equipment, result from changes in fair value of assets held for sale and lower income from the Export Increase Program. See Notes 3 section “Sale of equity participation in Profertil”, 11.a), 28 and 35.j) “Export Increase Program” section to the Audited Consolidated Financial Statements.
An impairment reversal of property, plant and equipment and inventories write-down of US$ 4 million during 2025, compared to an impairment charge of property, plant and equipment and inventories write-down of US$ 87 million in 2024 (see Note 8 to the Audited Consolidated Financial Statements).
Partially offset by lower revenues in the domestic market of US$ 709 million (4.3%), mainly due to lower fuel sales prices and lower prices and sales volumes of natural gas as distributors, petrochemicals and lubricants and by-products, partially offset by higher fuel sales volumes, higher volumes and sales prices of sand for well fracking purposes and higher sales volumes of natural gas as producers.
Lower revenues in the international market of US$ 136 million (4.7%), mainly due to lower volumes and sales prices of jet fuel, LPG, natural gas as distributors, diesel and gasoline and lower sales prices of lubricants and by-products, partially offset by higher sales volumes of grains and flours and virgin naphtha.
The Company’s net financial results during 2025 were a loss of US$ 952 million, compared to the loss of US$ 856 million during 2024. See Note 29 to the Audited Consolidated Financial Statements.
The Company’s income tax charge for 2025 was a loss of US$ 1,709 million, compared to the profit of US$ 1,373 million during 2024. See Notes 2.d) and 18 to the Audited Consolidated Financial Statements.
Based on the aforementioned, the Company’s net profit or loss for 2025 was a loss of US$ 799 million, compared to a profit of US$ 2,393 million during 2024.
The operating profit or loss is explained below through the analysis of the main variations in the business segments:
In 2025, the daily production of hydrocarbons decreased by 1.7% compared to 2024, reaching 527 kboe/d.
The daily crude oil production decreased by 0.8% in 2025 compared to 2024, averaging 255 kbbl/d, while daily natural gas production decreased by 3.2% compared to 2024, averaging 36.2 Mm3/d. These decreases were the result of the sale of assets related to the Mature Fields Project (see Note 11.a) to the Audited Consolidated Financial Statements), mainly offset by the growth of unconventional crude oil production by 34.6% and unconventional natural gas by 13.7%.
Likewise, the daily production of LNGs increased by 1.4% in 2025 compared to 2024. This increase is mainly explained by: (i) the scheduled shutdown of the Mega separation and fractionation plant carried out in 2024; and (ii) the increased processing of rich natural gas at the Loma Negra and Randall turboexpander plants that allowed for greater recovery of LNGs, enhanced by stable operating conditions and efficiency improvements.
During 2025, the operating profit of the Upstream business segment was US$ 410 million, compared to the operating profit of US$ 515 million during 2024. This represents a decrease in operating profit of US$ 105 million (20.4%), explained by:
Lower revenues of US$ 700 million (8.5%), mainly due to (i) lower crude oil sales prices (11.9%), partially offset by higher volumes transferred and sold (0.5%) to the Midstream and Downstream business segment and to third parties, and (ii) lower natural gas sales prices (2.9%), partially offset by higher volumes transferred and sold (5.1%) to the LNG and Integrated Gas business segment and to third parties.
A negative variation of US$ 94 million in other net operating results, mainly explained by higher charges of provision for obsolescence of materials and equipment mainly related to the Mature Fields Project and by the result from changes in the fair value of assets held for sale, partially offset by the result from the sale of assets and by lower charges of provision for operating optimizations. See Notes 11 a) and 28 to the Audited Consolidated Financial Statements.
Partially offset by lower costs and expenses of US$ 610 million (8.6%), due to:
Lower lifting costs of US$ 838 million (27.3%), mainly due to the sale of assets related to the Mature Fields Project (see Note 11.a) to the Audited Consolidated Financial Statements).
Lower exploration expenses of US$ 123 million (51.5%), mainly due to lower charges for unproductive exploratory drillings.
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Lower costs related to royalties and other charges associated with crude oil and natural gas production by US$ 137 million (12.7%), mainly due to a lower crude oil wellhead value.
Partially offset by higher charges for depreciation of property, plant and equipment of US$ 390 million (21.6%), mainly due to a higher depreciable basis as a result of: (i) the start-up of hydrocarbon wells; (ii) the commencement of depreciation of assets that declared reserves; (iii) the commissioning of a natural gas processing plant; and (iv) the commencement of depreciation of an acquired area, partially offset by lower depreciation charges due to the assets related to the Mature Fields Project classified as held for sale at the end of the first quarter of 2024 (see Note 11.a) to the Audited Consolidated Financial Statements).
Higher charges for other costs and expenses of US$ 98 million (11.3%), mainly due to a negative change in crude oil inventories resulting from the sale of assets related to the Mature Fields Project (see Note 11.a) to the Audited Consolidated Financial Statements).
An impairment of property, plant and equipment and inventories write-down of US$ 79 million recognized in 2024 (see Note 8 to the Audited Consolidated Financial Statements).
During 2025, the processing levels of our refineries averaged 320 kbbl/d, 6.5% higher than the processing levels of 2024. This increase is mainly explained by: (i) fuel price spreads that allowed import substitution; (ii) increased processing at La Plata Refinery as a result of the elimination of bottlenecks due to improvements in the mix of processed products and more efficient management of scheduled plant stoppages; (iii) higher processing at Luján de Cuyo Refinery due to the lower incidence of plant stoppages in 2025 compared to 2024; and (iv) greater processing at Plaza Huincul Refinery as a result of the increase in unconventional crude oil production, which significantly increased of the production of diesel and jet fuel. All of this led to a record of fuel processing and production compared to 2010 levels.
In 2025, there was a higher production of jet fuel by 17.1%, gasoline by 6.5% and diesel by 3.7%, compared to 2024.
During 2025, the operating profit of the Midstream and Downstream business segment was US$ 1,167 million, compared to the operating profit of US$ 1,356 million during 2024. This represents a decrease in operating profit of US$ 189 million (13.9%), explained by:
Lower revenues in the domestic market of US$ 568 million (4.3%), explained by:
Lower sales of fuels to third parties by US$ 484 million, mainly due to lower sales prices of diesel (8.5%) and gasoline (5.5%), partially offset by higher sales volumes of gasoline (4.0%) and diesel (2.3%).
Lower sales of other products by US$ 84 million, mainly due to lower volumes and sales prices of petrochemicals and lubricants and by-products and lower sales volumes of grains and flours, partially offset by higher revenues related to the midstream gas operations (transportation and conditioning of natural gas) and midstream oil operations with the Upstream business segment and third parties.
Lower revenues in the international market of US$ 117 million (4.2%), mainly due to lower volumes and sales prices of jet fuel and diesel and lower sales prices of lubricants and by-products, partially offset by higher sales volumes of flours and grains.
Partially offset by lower costs and expenses of US$ 488 million (3.3%), explained by:
A decrease in purchases of raw materials and resale products by US$ 575 million (5.4%), mainly explained by lower crude oil purchase prices from the Upstream business segment and third parties and by lower jet fuel purchases volumes, partially offset by higher crude oil purchases volumes from third parties.
Lower charges for other costs and expenses of US$ 24 million (1.2%), mainly due to lower taxes, charges and contributions, offset by higher charges for depreciation of property, plant and equipment.
An increase in downstream costs of US$ 24 million (1.1%), mainly due to a higher level of processing, partially offset by higher operational efficiencies.
A negative inventory variation in 2025 of US$112 million compared to a negative inventory variation in 2024 of US$25 million, explained by the record of processing and production of our refineries.
A lower charge of impairment of property, plant and equipment and inventories write-down of US$ 3 million recognized in 2024.
A positive variation of US$ 5 million in other net operating results.
During 2025, the operating loss of the LNG and Integrated Gas business segment was US$ 8 million, compared to the operating loss of US$ 49 million during 2024. This represents a decrease in operating loss of US$ 41 million (83.7%), explained by:
Higher revenues of US$ 38 million (2.0%), mainly due to higher volumes of natural gas sales as producers to third parties, partially offset by lower prices and volumes of natural gas sales as distributors of our subsidiary YPF Chile S.A. (“YPF Chile”).
Lower costs and expenses of US$ 9 million (0.5%), due to:
Lower charges for other costs and expenses of US$ 48 million (33.3%), mainly due to the provision for doubtful receivables related to amounts owed by CAMMESA and SE recognized in 2024.
Partially offset by higher volumes of natural gas purchases as producers for US$ 39 million (2.1%), from third parties and the Upstream and Midstream and Downstream business segments.
Partially offset by a negative variation of US$ 6 million in other net operating results.
During 2025, the operating profit of the New Energies business segment was US$ 432 million, compared to the operating profit of US$ 106 million during the same period of 2024. This represents an increase in operating profit of US$ 326 million (307.5%), explained by:
Lower costs and expenses of US$ 38 million (4.8%), due to:
Lower purchases by our subsidiary Metrogas by US$ 36 million, due to lower prices and volumes of natural gas purchases, partially offset by higher purchases of transportation services.
Lower charges for other costs and expenses of US$ 2 million.
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A positive variation of US$ 340 million in other net operating results, mainly explained by the result from sale of companies. See Note 3 “Sale of equity participation in Profertil” section to the Audited Consolidated Financial Statements.
A US$ 4 million reversal for impairment of property, plant and equipment and inventories write-down mainly from our subsidiary Metrogas in 2025, compared to a charge for impairment of property, plant and equipment and inventories write-down from our subsidiary Y-TEC of US$ 5 million in 2024.
Partially offset by lower revenues of US$ 61 million (6.7%), mainly due to our subsidiary Metrogas due to lower sales volumes of natural gas to the retail segment and large customers, partially offset by higher revenues from transportation and distribution services.
During 2025, the operating loss of Central Administration and Others amounted to US$ 336 million, which represented an increase in operating loss of US$ 4 million (1.2%), compared to the operating loss of US$ 332 million in 2024, mainly due to higher costs and expenses and lower construction revenues of our subsidiary AESA, partially offset by higher revenues mainly from sand for well fracking purposes with third parties and the Upstream business segment.
The main results among the business segments are generated by: (i) the sales of crude oil and natural gas produced by the Upstream business segment to the Midstream and Downstream and LNG and Integrated Gas business segments, respectively; and (ii) the sales of natural gas from the LNG and Integrated Gas business segment to the Midstream and Downstream and New Energies business segments. See Note 5 to the Audited Consolidated Financial Statements.
Consolidation adjustments, which correspond to the elimination of operating results among the different business segments that have not been involved to third parties, had a positive amount of US$ 75 million in 2025 compared to a negative amount of US$ 116 million in 2024. In both years, transfer prices reflect changes in market prices.
Year ended December 31, 2024 compared to the year ended December 31, 2023
During 2024, the Company’s operating profit was US$ 1,480 million, compared to the operating loss of US$ 1,248 million during 2023. This represents an increase in operating profit or loss of US$ 2,728 million, mainly explained by:
Higher sales in the international market of US$ 1,010 million (52.8%), mainly due to crude oil exports due to higher sales volumes.
Higher sales in the domestic market of US$ 972 million (6.3%), mainly due to higher fuel sales prices; partially offset by lower sales volumes and higher prices and sales volumes of natural gas as distributors.
Lower charges for impairment of property, plant and equipment and inventories write-down of US$ 2,201 million.
Partially offset by higher costs of US$ 57 million (0.4%), mainly due to higher production costs (US$ 549 million) driven by higher costs and expenses and a higher negative variation in inventories (US$ 83 million); partially offset by lower purchases (US$ 575 million).
Higher selling, administrative and exploration expenses of US$ 637 million (24.8%) due to:
Higher selling expenses of US$ 328 million, mainly due to higher taxes, charges and contributions and provision for doubtful receivables related to amounts owed by CAMMESA and the SE.
Higher exploration expenses of US$ 178 million, mainly due to unproductive exploratory drillings from the Argerich offshore well and onshore wells mainly in unconventional blocks.
Higher administrative expenses of US$ 131 million, mainly for salaries and social security taxes and for fees and compensation for services.
A negative variation in other net operating results of US$ 761 million, mainly explained by higher charges of provision for operating optimizations and provision for severance indemnities, the result from changes in fair value of assets held for sale related to the Mature Fields Project and lower income from the Export Increase Program (see Notes 11.a) and 28 to the Audited Consolidated Financial Statements).
The Company’s net financial results in 2024 represented a loss of US$ 856 million, compared to the loss of US$ 504 million in 2023.. See Notes 2.d) and 29 to the Audited Consolidated Financial Statements.
The Company’s income tax charge for 2024 was a profit of US$ 1,373 million, compared to a profit of US$ 381 million for 2023. See Notes 2.d) and 18 to the Audited Consolidated Financial Statements.
Based on the aforementioned, the Company’s net profit or loss for 2024 was a profit of US$ 2,393 million, compared to a loss of US$ 1,277 million during 2023.
The operating profit or loss is explained below through the analysis of the main variations in the Company’s business segments:
In 2024, the daily production of hydrocarbons increased by 4.4% compared to 2023, reaching 536 kboe/d.
The daily crude oil production increased by 6.0% in 2024 compared to 2023, averaging 257 kbbl/d, driven by the increase in unconventional crude oil production.
Compared to 2023, daily natural gas production increased by 3.4%, averaging 37.4 Mm3/d, driven by the increase in unconventional production. Likewise, the daily production of NGLs increased by 0.4% in 2024 compared to 2023.
During 2024, the operating profit of the Upstream business segment was US$ 515 million, compared to the operating loss of US$ 1,915 million during 2023. This represents an increase in operating profit or loss of US$ 2,430 million mainly explained by:
Higher revenues by US$ 1,032 million (14.2%), mainly from intersegment crude oil sales to the Midstream and Downstream business segment and natural gas sales to the LNG and Integrated Gas and Midstream and Downstream business segments, due to an increase in the transferred volumes and in the intersegment average sales prices.
Lower charges for impairment of property, plant and equipment and inventories write-down of US$ 2,209 million, mainly due to the charge recognized in the CGU Oil, CGU Gas - Austral Basin and CGU Gas - Neuquina Basin in the fourth quarter of 2023 related to the Mature Fields Project, and by the charge recognized in the CGU Gas - Neuquina Basin in the third quarter of 2023; partially offset by the charge recognized in the CGU Gas - Northwest Basin in the fourth quarter of 2024. See Notes 2.c) “Oil and gas reserves” section, 8 and 11.a) to the Audited Consolidated Financial Statements.
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Partially offset by higher costs and expenses by US$ 129 million (1.9%), mainly due to:
Higher lifting costs of US$ 184 million (6.4%), mainly due to a higher level of activity and higher costs.
Higher costs for royalties and other charges associated with crude oil and natural gas production of US$ 137 million (14.5%), due to higher production volumes and a higher wellhead value.
Higher exploration expenses of US$ 178 million (291.8%), mainly due to unproductive exploratory drillings derived from the Argerich offshore well and unconventional onshore wells.
Higher charges for other costs and expenses of US$ 258 million (42.1%), mainly due to higher charges for operation services and other service contracts.
Partially offset by lower charges for depreciation of property, plant and equipment of US$ 628 million (25.8%), mainly due to a lower depreciable basis of property, plant and equipment as a result of the assets related to the Mature Fields Project that were classified as held for sale in the first quarter of 2024 (see Notes 8 and 11.a) to the Audited Consolidated Financial Statements); partially offset by higher depreciation charges of assets of unconventional blocks.
A negative variation in other net operating results of US$ 682 million, mainly explained by higher charges for provision for operating optimizations and provision for severance indemnities, the result from changes in fair value of assets held for sale related to the Mature Fields Project (see Notes 11.a) and 28 to the Audited Consolidated Financial Statements).
In 2024, the processing levels of our refineries averaged 301 kbbl/d, 2.1% higher than the processing levels in 2023. This increase was mainly due to: (i) the commissioning of the revamping at the Topping D unit in La Plata Refinery; (ii) the increase in crude oil pumping capacity from Puesto Hernández to Luján de Cuyo Refinery; and (iii) the commissioning of the Magnaforming and HTNCB units within the framework of the new fuel specifications project in La Plata Refinery.
In 2024, the production of gasoline, jet fuel and diesel increased by 3.7%, 1.7% and 1.2%, respectively.
In 2024, the Midstream and Downstream business segment recorded an operating profit of US$ 1,356 million, compared to the operating profit of US$ 939 million in 2023. This represents an increase in operating profit of US$ 417 million (44.4%), mainly explained by:
Higher sales in the international market of US$ 968 million (53.8%), mainly due to crude oil exports due to higher sales volumes.
Partially offset by lower sales in the domestic market of US$ 58 million, mainly by lower sales volumes of US$ 578 million (5.9%) mostly from fertilizers, jet fuel, asphalts, grains and flours, lubricants and bases, petroleum coke and diesel, partially offset by higher gasoline sales of US$ 520 million (14.9 %) due to higher sales prices.
Higher costs and expenses of US$ 451 million (3.2%), mainly due to:
Higher costs and expenses, excluding downstream costs, of US$ 465 million (3.8%), mainly due to higher charges for taxes, charges and contributions of US$ 226 million explained by an increase in export taxes consistent with the increase in exports.
A decrease in downstream costs of US$ 14 million (0.7%).
A negative variation in other net operating results of US$ 39 million, mainly explained by lower revenues from the Export Increase Program (see Notes 28 and 35.j) “Export Increase Program” section to the Audited Consolidated Financial Statements).
Higher charges for impairment of property, plant and equipment and inventories write-down of US$ 3 million.
In 2024, the operating loss of the LNG and Integrated Gas business segment was US$ 49 million, compared to the operating loss of US$ 1 million during 2023. This represents an increase in operating loss of US$ 48 million, mainly explained by:
Higher costs and expenses of US$ 157 million (8.6%), mainly due to:
Higher prices and volumes of natural gas purchases as producers to the Upstream and Midstream and Downstream business segments and third parties of US$ 101 million (8.6%).
Higher charges for provision for doubtful receivables of US$ 51 million, mainly related to amounts owed by CAMMESA and the SE.
A negative variation in other net operating results of US$ 4 million.
Partially offset by higher revenues of US$ 113 million (6.2%), mainly due to higher sales of natural gas as producers to third parties of US$ 80 million due to higher prices and sales volumes, and higher sales of natural gas as distributors of our subsidiary YPF Chile for US$ 30 million.
In 2024, the operating profit of the New Energies business segment was US$ 106 million, compared to the operating loss of US$ 64 million during 2023. This represents an increase in operating profit or loss of US$ 170 million, mainly explained by:
Higher revenues of US$ 476 million (111.2%), mainly due to higher revenues of our subsidiary Metrogas of US$ 491 million (120.9%) as a result of higher volumes and sales prices of natural gas to the retail and large customers segments, partially offset by lower revenues of our subsidiary Y-TEC of US$ of 17 million to the Upstream and Midstream and Downstream business segments.
Partially offset by higher costs and expenses of US$ 300 million (61.5%), mainly due to higher purchases of our subsidiary Metrogas of US$ 198 million (64.7%) due to higher volumes and purchase prices of natural gas as distributors.
Higher charges for impairment of property, plant and equipment and inventories write-down of our subsidiary Y-TEC of US$ 5 million.
A negative variation in other net operating results of US$ 1 million.
During 2024, the operating loss of Central Administration and Others amounted to US$ 332 million, which represented an increase (26.7%) in the operating loss of US$ 70 million compared to the operating loss of US$ 262 million in 2023, mainly due to higher costs and expenses.
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The main transactions between business segments consist of: (i) sales of crude oil and natural gas produced by the Upstream business segment to the Midstream and Downstream and LNG and Integrated Gas business segments, respectively; and (ii) sales of natural gas as producers from the LNG and Integrated Gas business segment to the Midstream and Downstream and New Energies business segments.
Consolidation adjustments, which correspond to the elimination of operating profit or loss results between the different business segments that have not been involved third parties, had a negative amount of US$ 116 million in 2024 compared to a positive amount of US$ 55 million in 2023. In both years, changes in transfer prices reflect market price variations. See Note 5 to the Audited Consolidated Financial Statements.
Liquidity and capital resources
Liquidity
The Company closely monitors liquidity levels in order to meet its cash needs from business operational and financial obligations. We have a conservative approach to the management of our liquidity which consists mainly of: (i) cash and cash equivalents (cash in hand, demand deposits with banks and other short-term highly liquid investments with original maturities of up to 3 months); and (ii) investments in financial assets (bills and bonds issued by the BCRA, the Argentine Government and the National Treasury, and corporate bonds). Based on the discussion below, we consider that our working capital is reasonable for the Company’s present liquidity requirements. Our management believes that our cash balances and available credit facilities are sufficient to meet our present liquidity requirements. See Note 4 “Liquidity risk management” section to the Audited Consolidated Financial Statements. If our cash requirements exceed the amount of cash and cash equivalents we have on hand, we may seek to issue debt securities or obtain credit facilities.
In order to fulfill our financial needs, we have access to bank credit facilities and local and international debt capital markets, which provide a material source of short- and long-term funding. The Company issued several series of negotiable obligations (“NO”) in the local and international markets at different currencies, interest rates and tenors under the Medium-Term Notes (“MTN”) Programs and the Frequent Issuer Regime. All such securities are authorized to be traded on the Buenos Aires Stock Exchange (“BYMA”) and/or the A3 Mercados S.A. (“A3 Mercados”) in Argentina, while international issues are also authorized for trading on the Luxembourg Stock Exchange. For additional information about the outstanding notes of the Company as of December 31, 2025, see Notes 4, 22 and 38 to the Audited Consolidated Financial Statements.
Based on the level of our outstanding loans and our dependence on capital to maintain a significant investment program, we have a recurrent need for debt funding to refinance maturing debt and finance our capital investments. We are therefore affected by the local and global macroeconomic environments as well as local and global financial market conditions. This exposes us to certain risks, including, among others, market risk (exchange rate risk, interest rate risk and price risk), liquidity risk and credit risk. For information related to financial risk management see Note 4 to the Audited Consolidated Financial Statements, “Item 3. Key information—Risk factors—Risks relating to Argentina—Our business is largely dependent upon economic conditions in Argentina” and “Item 3. Key information—Risk factors—Risks relating to Argentina—Argentina’s ability to obtain financing from international capital markets could be limited, which may have an impact on our ability to access those markets”.
Given the restrictions imposed by the BCRA on access to the foreign exchange market (see Note 35.j) to the Audited Consolidated Financial Statements and “Item 10. Additional information—Exchange regulations”) and the potential loosening of such restrictions, the Company may be affected in the event of exchange rate fluctuations, which has motivated, in the past years, an active strategy in the Company’s liquidity management. As of December 31, 2025, liquidity of YPF, considering cash and cash equivalents and investments in financial assets current, was comprised 43.0% in Argentine pesos (approximately 15% hedged in U.S. dollars) and 57.0% in other currencies (mainly U.S. dollars). See “Item 3. Key information—Risk factors—Risks relating to Argentina—We may be exposed to fluctuations in foreign exchange rates”.
For the year 2026, we have established a capital expenditure program estimated between US$ 5.5 billion and US$ 5.8 billion which will be mainly concentrated in our unconventional hydrocarbon investments for crude oil developments. However, in case that cash flows from operating activities in the future turn out to be lower than expected given the uncertainties related to the evolution of the international prices, the Argentine economic environment and, more broadly, on the global economy, we might need to adjust our capital expenditure program downwards to prioritize financial discipline and maintain our net leverage ratios at prudent levels. During 2025, our capital expenditure program amounted to US$ 4.5 billion.
Loans
The table below sets forth, for each of the periods indicated, information regarding our total loans outstanding:
Non-current loans
Current loans
As of December 31, 2025, 2024 and 2023, 98.9%, 99.2%, and 98.0% of our loans were denominated in U.S. dollars, respectively. Moreover, as of December 31, 2025, 94.7% of our total debt accrues interest at a fixed rate.
Regarding our debt composition, as of December 31, 2025, our negotiable obligations represented 84.6%, while the remaining 15.4% consisted of financial loans, exports pre-financing, stock market promissory notes, imports financing and account overdrafts.
In the past we have repurchased certain of our publicly traded bonds in open market transactions on an arms-length basis. The amounts of our repurchased negotiable obligations as of December 31, 2025, 2024 and 2023, were US$ 175 million, US$ 18 million and US$ 3 million, respectively. We may, from time to time, make additional repurchases of, or effect other transactions relating to, our publicly traded bonds if, in our own judgment, the market conditions are attractive.
On December 28, 2018, YPF S.A. registered as “Frequent Issuer No. 4”, under the Simplified Regime for Frequent Capital Markets’ Issuers (“Régimen Simplificado para Emisores Frecuentes”) created by the CNV in June 2018. This Regime seeks to speed up internal authorization processes within the CNV to promote the development of the local capital markets, while also generating more efficient controls. On June 12, 2025, the Board of Directors of YPF S.A. authorized the increase of issuance of negotiable obligations for up to an additional outstanding amount of US$ 2,038 million which was subsequently approved by the CNV. In addition, on November 18, 2025, the Board of Directors of YPF S.A. authorized the increase of issuance of negotiable obligations for up to an additional outstanding amount of US$ 2,000 million. An increase of US$ 800 million was subsequently approved by the CNV. As a consequence, as of such date, the total amount authorized by the Board of Directors of YPF S.A. was of US$ 4,038 million and US$ 2,838 million was the total outstanding amount ratified under the Simplified Regime for Frequent Capital Markets’ Issuers.
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The following table sets forth information regarding the expected maturity dates of our loans (principal amount plus accrued interest):
Less than 1
year
More than 5
years
The following table sets forth information regarding the expected maturity dates of our current loans (principal amount plus accrued interest):
0 - 3
months
3 - 6
6 - 9
9 - 12
On January 27, 2026, YPF S.A. issued Additional Class XXXIV negotiable obligations in the international market, maturing in January 2034, for a nominal amount of US$ 550 million. The negotiable obligations were issued at a price of 100.789%, resulting in a yield of 8.10%. The principal will be amortized in 3 consecutive annual installments of 30% in January 2032, 30% in January 2033, and the remaining 40% in January 2034.
On February 19, 2026, YPF S.A. issued Additional Class XLII negotiable obligations in the local market, maturing in March 2029, for a nominal amount of US$ 161 million. The negotiable obligations were issued at a price of 102.86%, resulting in a yield of 6.50%. The principal will be amortized in a single installment upon maturity.
For details on the interest rates on our loans, including our negotiable obligations, see Note 22 to the Audited Financial Consolidated Statements.
For a description of our exposure to market risk, see “Item 11. Quantitative and qualitative disclosures about market risk” and Notes 4 and 22 to the Audited Consolidated Financial Statements.
Covenants in our indebtedness
Most of the Company’s loans contain market-standard covenants for contracts of this nature, which include financial covenants in respect of the Company’s leverage ratio and debt service coverage ratio, subject to limitations on payments of dividends and other restricted payments, and certain events of default (including cross-defaults in respect of other material debt and material judgments, among others), in each case subject to a number of exceptions that may provide flexibility to the Company. See Notes 17 and 33 to the Audited Consolidated Financial Statements.
Under the terms of our financial loan agreements and negotiable obligations, a breach of a covenant that is not remedied within the applicable cure period could constitute an event of default under the applicable instrument, to the extent the lenders or negotiable obligations holders declare all outstanding amounts immediately due and payable under such agreements and negotiable obligations. In addition, because many of our loan agreements and negotiable obligations contain these types of cross-default provisions, a default under one agreement may trigger defaults and/or acceleration of obligations under other financing agreements.
The Company monitors compliance with covenants on a quarterly basis. As of December 31, 2025, the Company is in compliance with covenants in its debt agreements. See “Item 3. Key information—Risk factors—Risks relating to our business—If we fail to comply with the covenants set forth in our credit agreements and indentures, or upon the occurrence of a change of control in YPF S.A., we may be required to prepay our debt” and “Item 3. Key information—Risk factors—Risks relating to our business—Increased interest rates, uncertainty and illiquidity in credit and capital markets may impair our ability to obtain credit and financing or obtain them on acceptable terms”.
Granted guarantees
For information relating to granted guarantees, see Note 34.d) to the Audited Consolidated Financial Statements and. “Item 3. Key information—Risk factors— Risks relating to our business — We may continue to consider acquisition opportunities, which may not be successful”.
Cash flow information
The following table set forth, for each of the periods indicated, information regarding our cash flow information:
Net cash flows from operating activities
Net cash flows used in investing activities
Net cash flows from / (used in) financing activities
Effect of changes in exchange rates on cash and cash equivalents
(Decrease) / Increase in cash and cash equivalents
Cash and cash equivalents at the beginning of the fiscal year
Cash and cash equivalents at the end of the fiscal year
Net cash flows from operating activities in 2025 amounted to US$ 4,959 million compared to US$ 5,869 million in 2024; this decrease of US$ 910 million is primarily due to a decrease in the net changes in assets and liabilities, partially offset by higher operating results (without considering reversal/impairment of property, plant and equipment and inventories write-down, depreciation of property, plant and equipment, amortization of intangible assets and depreciation of right-of-use assets). Net cash flows from operating activities in 2024 amounted to US$ 5,869 million compared to US$ 5,913 million in 2023; this decrease of US$ 44 million is primarily due to lower dividends received in 2024.
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Net cash flows used in investing activities in 2025 amounted to US$ 5,527 million compared to US$ 5,511 million in 2024, this increase of US$ 16 million was primarily due to acquisitions from business combinations net of cash and cash equivalents, partially offset by lower payments of acquisition of property, plant and equipment and intangible assets and of additions of assets held for sale, and by higher proceeds from concessions, assignment agreements and sales of assets. Net cash flows used in investing activities in 2024 amounted to US$ 5,511 million compared to US$ 5,332 million in 2023, this increase of US$ 179 million was primarily due to lower proceeds from sales of financial assets net of US$ 323 million (proceeds from sales of financial assets and interests received from financial assets, net of payments from purchase of financial assets), and higher proceeds from concessions, assignment agreements and sales of assets for US$ 127 million.
Net cash flows from financing activities in 2025 amounted to US$ 517 million mainly due to proceeds from loans net of debt repayments of US$ 1,610 million (proceeds from loans net of payments of loans), partially offset by payments of interest for US$ 670 million, and payments of leases for US$ 406 million. Net cash flows used in financing activities in 2024 amounted to US$ 293 million mainly due to payments of interest for US$ 707 million, payments of leases for US$ 400 million, and repayments of account overdrafts, net for US$ 48 million, partially offset by proceeds from loans net of debt repayments of US$ 865 million (proceeds from loans net of payments of loans). Net cash flows from financing activities in 2023 amounted to US$ 278 million mainly due to proceeds from loans net of debt repayments of US$ 1,271 million (proceeds from loans net of payments of loans), partially offset by payments of interest for US$ 623 million and payments of leases for US$ 359 million.
Material cash requirements
The following paragraphs set forth our main material commitments under commercial contracts as of December 31, 2025:
Indebtedness: Total debt amounted to US$ 14,082 million as of December 31, 2025, of which US$ 2,870 million correspond to debt maturing in less than one year. These amounts include interests due throughout the life of the instruments. Interest on variable rate instruments is calculated using the rate as of December 31, 2025 (5% of our debt accrue interest at a variable rate). For a description of our loans and rate that they accrue see “Item 5. Operating and financial review and prospects—Liquidity and capital resources—Loans” and Note 22 to the Audited Consolidated Financial Statements.
Lease liabilities: Total undiscounted (in nominal terms) lease liabilities amounted to US$ 683 million as of December 31, 2025, of which US$ 335 million correspond to lease liabilities maturing in less than one year. See Note 21 to the Audited Consolidated Financial Statements.
Purchases of goods and services: Purchase obligations are obligations under contractual agreements to purchase goods or services, including investments projects. These obligations enforceable and legally binding on the Company and specify all significant terms, including fixed or minimum quantities to be purchased; fixed, minimum, or variable price provisions; and the timing of the transaction. For obligations with cancellation provisions, we considered the non-cancellable portion of the agreement or the minimum cancellation fee. In addition, purchase commitments under commercial agreements that do not provide for a total fixed amount have been determined using our best estimates. Accordingly, our actual purchase obligations may differ from the estimated amounts as of December 31, 2025.
As of December 31, 2025, the Company was committed to purchase goods and services for approximately US$ 6,735 million, of which US$ 1,778 million correspond to purchases maturing in less than one year. Our analysis was focused on quantitatively and/or qualitatively significant contracts (the contracts not analyzed are not quantitatively and/or qualitatively material to our business as a whole).
The expected timing for payments under these purchase obligations is estimated based on current information. Timing of payments and actual amounts paid may be different, depending on the time of receipt of goods or services, or changes to agreed-upon amounts.
Other liabilities: Total other liabilities amounted to US$ 6,404 million as of December 31, 2025, and include:
Provisions, including provisions for lawsuits and contingencies, environmental liabilities and hydrocarbon wells abandonment obligations. See Note 17 to the Audited Consolidated Financial Statements.
Accounts payable, contract liabilities, salaries and social security, taxes payable, other liabilities, income tax liability, deferred income tax liabilities, net, and liabilities directly associated with assets held for sale as set forth in our Audited Consolidated Financial Statements.
As of December 31, 2025, the exploration and development commitments until the expiration of the main exploration permits and exploitation concessions amount to US$ 699 million. See Note 34.c) to the Audited Consolidated Financial Statements.
In addition, we have additional commitments under granted guarantees. See Note 34.d) to the Audited Consolidated Financial Statements and. “Item 3. Key information—Risk factors— Risks relating to our business — We may continue to consider acquisition opportunities, which may not be successful”.
Capital investments, expenditures and divestitures
Capital investments and expenditures
The table below sets forth, for each of the periods indicated, information regarding our capital investments and expenditures by activity:
Capital expenditures and investments (1)
Upstream (2)
These figures may differ from amounts reported as “capital expenditures”, “CAPEX” or similar terms in our earnings releases and other presentations and materials, which may include amounts consumed in operating costs and other adjustments, as described in those earnings releases, presentations and materials.
Includes acquisitions of property, plant and equipment and exploration expenses, net of unproductive exploratory drillings expenses and hydrocarbon wells abandonment obligations costs.
Comparative information for fiscal years ended December 31, 2024 and 2023 has been restated due to the organizational structure changes in which the New Energies Vice Presidency was created and the Gas and Power Vice Presidency and the Downstream Vice Presidency were reformulated as the LNG and Integrated Gas Vice Presidency and the Midstream and Downstream Vice Presidency. See “Item 4. Information on the Company—Business organization” and Note 5 to the Audited Consolidated Financial Statements.
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Capital divestitures
On February 29, 2024 YPF’s Board of Directors resolved the disposal of certain groups of assets related to the Upstream business segment, mainly mature fields from Golfo San Jorge, Neuquina, Cuyana and Austral certain basins. This disposal of assets related to the Mature Fields Project is consistent with the Company’s management plans, which considers that the ongoing portfolio optimization through the divestment of non-core assets, such as mature fields, is one of the drivers on which YPF’s strategy is based, focusing on activities and investments in unconventional fields. In this sense, during 2024 and significantly in 2025, the Company made progress in the execution of assignment agreements. Additionally, in 2025, the Company included further conventional exploitation concessions to the optimization plan of the conventional upstream portfolio related to mature fields.
As of the date of this annual report, the Company maintains groups of assets as held for sale for which assignment agreements have not yet been signed and continue in negotiations with third parties for their disposal or reversal, and/or are still subject to the fulfillment of closing conditions, including applicable regulatory and provincial approvals. We remain committed to the plan and active negotiations for the disposal of such assets with third parties are in place.
For further information see “Item 3. Key information—Risk Factors—Risks relating to our business—We may fail to execute in whole or in part our optimization plan of the conventional upstream portfolio”, “Item 4. Information on the Company—Business strategy—Strategic pillars: “YPF 4×4”” and Notes 8 and 11.a) to the Audited Consolidated Financial Statements.
Aguada del Chañar block
In March 2025, YPF sold 49% of its stake in the Aguada del Chañar block to CGC. See “Item 4. Information on the Company—Business organization—Upstream—Exploration & Development activities—Argentina—Development activities—Operated activities—Core hub” and Note 11.b) to the Audited Consolidated Financial Statements.
Additionally, see “Item 4. Information on the Company—Business organization—Upstream—Oil and gas reserves”.
Profertil
In December 2025, YPF sold 50% of its shares and capital stock of Profertil to Agro Inversora. See “Item 4. Information on the Company—Business organization—New Energies—Fertilizers activities”.
Additionally, see “Item 3. Key information—Risk factors—Risks relating to Argentina—Our business is largely dependent upon economic conditions in Argentina” and “Item 3. Key information—Risk factors—Risks relating to our business—Our business depends on complex, long-term and capital-intensive projects”.
We have made no significant capital divestitures during 2023.
Research and development, patents and licenses
For a description of our research and development policies, see “Item 4. Information on the Company—Research and development”.
Trend information
See “Item 3. Key information—Risk factors”.
For information about trends that affect our business, see “Item 4. Information on the Company—Business strategy”, “Item 4. Information on the Company—Business organization”, “Item 4. Information on the Company—Competition”, “Item 5. Operating and financial review and prospects—Factors affecting our operations”, “Item 5. Operating and financial review and prospects—Macroeconomic conditions”, and “Item 5. Operating and financial review and prospects—Liquidity and capital resources—Capital investments, expenditures and divestitures”.
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Policy and regulatory developments in Argentina
For information regarding policy and regulatory developments relating to the oil and gas industry in Argentina see “Item 4. Information on the Company—Argentine legal and regulatory framework” and Note 35 to the Audited Consolidated Financial Statements. As discussed in “Item 3. Key information—Risk factors” and elsewhere in this annual report, actions by the Argentine government have had and will continue to have a significant effect on Argentine companies, including us.
Critical accounting estimates
Our significant estimates and key sources of estimation uncertainty are described in Note 2.c) to the Audited Consolidated Financial Statements.
For information regarding the accounting policy of impairment of property, plant and equipment, intangible assets and right-of-use assets and the significant estimates and key sources of estimation uncertainty of the impairment test, see Notes 2.b.5) and 2.c) “Oil and gas reserves” section, respectively, to the Audited Consolidated Financial Statements. The recoverable amount of property, plant and equipment, intangible assets and right-of-use assets analysis is performed on the year-end date or whenever there is any indication of impairment or reversal of impairment of the recoverable value. It is difficult to predict with reasonable certainty the amount of expected future impairment losses or reversal of impairment given the many factors impacting the assets and the cash flows used in the impairment test calculation. These factors include, but are not limited to, crude oil and natural gas future selling prices, volumes of reserves, the distribution overtime of production levels associated with such reserves, future investments, production costs, field depletion rates, the supply and demand in local and international markets, the current legislation and contractual conditions, the discount rate. According to the foregoing, and in connection with the estimation of impairment of property, plant and equipment as of December 31, 2025, if our future crude oil and natural gas prices were reduced by 5 US$/bbl and 0.5 US$/MBtu, respectively, for all years of the future discounted cash flows, and assuming all other factors remain constant, future cash flows for impairment of property, plant and equipment comprising the Upstream business segment CGUs would decrease by approximately US$ 3.1 billion, although no impairment loss would need to be recorded. Actual cash flows may be materially affected by other factors and there are numerous uncertainties inherent in the present value estimate of future cash flows, so this hypothetical calculation should not be construed as indicative of our development plans or future results of operations. In addition, for information regarding impairment charges see Note 8 to the Audited Consolidated Financial Statements, and for information regarding our estimates of oil and gas reserves, see “Item 4. Information on the Company—Business organization—Upstream—Oil and gas reserves” and “Supplemental information on oil and gas producing activities (unaudited)”.
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Management of the Company
The information provided below describes the composition and responsibilities of YPF S.A.’s Board of Directors and committees as of the date of this annual report.
Board of Directors
Composition of our Board of Directors
Our Board of Directors is currently composed of 12 directors and 7 alternate directors. Information about directors and alternate directors is set forth below:
Director
since (3)
Expiration
term (4)
204,235
27,700
68
March 18, 1977
141
200
92,134
4,249
35,643
20,728
680
Represents our Class A shares.
Correspond to “beneficially owned” as established by Section 16(a) of the Securities Exchange Act of 1934 and may include direct and/or indirect stock holdings (i) in the form of Class D shares and/or ADRs, and/or (ii) derived from the granting under share-based benefit plans as of March 18, 2026. Each individual owns less than 1% of our Class D shares. See “Item 6. Directors, Senior Management and Employees—Management of the Company—Board of Directors—Compensation of members of our Board of Directors”; “Item 16E. Purchases of equity securities by the issuer and affiliated purchasers”; and Note 37 “Share-based benefit plan” section to the Audited Consolidated Financial Statements.
Indicates when the person has been appointed as Director and as Alternate Director, as applicable, for the first time continuously.
Directors and Alternate Directors have been appointed to serve for 3 fiscal years which end on December 31, 2026, but will remain in office until the Shareholders’ meeting approving financial statements for the fiscal year ending December 31, 2026 appoints the Board of Directors.
The term of office of the Chairman is for 2 fiscal years.
The changes to the Board of Directors since the 20-F for 2024 fiscal year, published on March 28, 2025, are listed below:
At its meeting held on June 12, 2025, the Board of Directors accepted the resignation of Ignacio Ezequiel Bruera as Director for the Class D shares.
At its meeting held on August 7, 2025, the Board of Directors accepted the resignation of Omar Gutiérrez as Director for the Class D shares. Additionally, in accordance with the replacement order approved by the General Ordinary and Extraordinary and Special Ordinary Class A and D Shareholders’ meeting dated April 26, 2024, Guillermo Gustavo Koenig, who had been appointed as Alternate Director for the Class D shares by the same meeting, assumed as Director for the Class D shares in replacement of Omar Gutiérrez. Furthermore, the Board of Directors resolved to appoint Guillermo Gustavo Koenig as a member of the Audit Committee, replacing Omar Gutiérrez.
On September 23, 2025, the members of the Supervisory Committee for the Class D shares appointed Andrea Mariana Confini as Director for the Class D shares, in replacement of Ignacio Ezequiel Bruera, until the election of new directors by the Shareholders’ meeting.
At its meeting held on October 9, 2025, the Board of Directors accepted the resignation of Hugo Eduardo Rodríguez as Alternate Director for the Class D shares.
At its meeting held on November 18, 2025, the Board of Directors accepted the resignation of Carlos Manuel Bastos as Director for the Class D shares. Additionally, the members of the Supervisory Committee for the Class D shares appointed Lisandro Catalán as Director for the Class D shares, until the election of new directors by the Shareholders’ meeting.
At its meeting held on December 11, 2025, the Board of Directors accepted the resignation of Marilina José Jaramillo as Director for the Class D shares.
At its meeting held on January 22, 2026, the members of the Supervisory Committee for the Class D shares appointed José Daniel Álvarez as Director for the Class D shares, in replacement of Marilina José Jaramillo, until the election of new directors by the Shareholders’ meeting.
At its meeting held on January 30, 2026, the Board of Directors acknowledged receipt of the communication sent by the Class A shareholder, the National State - Secretariat of Energy - Ministry of Economy, appointing Manuel Adorni as Director for the Class A shares. Furthermore, at the same meeting, the Board of Directors accepted the resignations of Eduardo Javier Rodríguez Chirillo and José Rolandi as Directors for the Class D shares. Additionally, the members of the Supervisory Committee for the Class D shares appointed Guillermo Alberto Francos and Martín Maquieyra as Directors for the Class D shares, until the election of new directors by the Shareholders’ meeting.
At its meeting held on March 13, 2026, the Board of Directors accepted the resignation of Andrea Mariana Confini as Director for the Class D shares. Additionally, the members of the Supervisory Committee for the Class D shares appointed Maximiliano D’Alessio as Director for the Class D shares, until the election of new directors by the Shareholders’ meeting.
For information about the election of Directors see “Item 10. Additional information—Directors”.
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Outside business interests and experiences of the members of the Board of Directors
Horacio Daniel Marín
Current position: Director and Chairman of the Board, and Chief Executive Officer (“CEO”) of YPF S.A.
Other directorships: None.
Experience: Over the course of more than 35-year career, he worked in the development and strategy of the oil and gas industry in several countries besides Argentina, including the United States, Mexico, Venezuela, Colombia, Ecuador, Peru and Bolivia, holding different positions in operations, development, exploration and strategy. He was responsible for the development of both the surface and the infrastructure in the Fortín de Piedra block in the Vaca Muerta formation, developed in record time. He served at Tecpetrol S.A. as Corporate Reservoir Manager, among other positions, and in November 2008 he was appointed Exploration & Production President of Tecpetrol S.A., a position he held until December 2023.
Education: He is a Chemical Engineer graduated from Universidad Nacional de La Plata. He holds a master’s degree in Petroleum Engineering from University of Texas at Austin. In 2009, he attended the Executive Program at the Graduate School of Business at Stanford University.
Lisandro Catalán
Current position: Director of the Board.
Experience: In 2004, he served as an external consultant at the IMF in the Independent Evaluation Office. Between 2007 and 2010, he served as President of Provincia Mandatos S.A. Between 1999 and 2013, he served as attorney-in-fact for the Administración Nacional de la Seguridad Social (National Social Security Administration). From 2012 to 2016, he served as director of Provincia Bursátil S.A., and from 2010 to 2017, he was appointed director of Provincia Microempresas S.A. From 2009 to 2014 he served as attorney in fact at Administración Gubernamental de Ingresos Públicos (Government Administration of Public Revenues) of the Autonomous City of Buenos Aires, and from 2010 to 2012, he was director of Holding Grupo Banco Provincia S.A. From 2008 to 2016, he served as director of Provincia Seguros S.A. From 2016 to 2020 he was director of the Personal Data and Fingerprint Registry of the Federal Recividism Registry of the Argentine Ministry of Justice and Human Rights. Between 2020 and 2023, he served as National Director of the Personal Data and Fingerprint Registry of the Federal Recividism. He was appointed National Secretary of the Interior from 2023 to 2024, then National Deputy Chief of Cabinet of Ministers from 2024 to 2025, and National Minister of the Interior until November 2025.
Education: He holds a law degree from Universidad Nacional de Tucumán and a master’s degree in Public Management from Universidad Austral.
Guillermo Alberto Francos
Experience: Between 1974 and 1978, he worked as a lawyer in the Department of Legal Affairs of the Ministry of Justice of the Nation and worked as Director of the Instituto Nacional de Crédito Educativo between 1978 and 1985. Between 1970 and 1973, he served as Private Secretary of the Ministry of Justice and as Councilman of the Capital City of Argentina between 1985 and 1993. In 1994 he was appointed Undersecretary of the Argentine Registry of Companies (Inspección General de Justicia or “IGJ”). He was elected National Deputy between 1997 and 2000. He held several executive positions at Corporación América S.A. in the agricultural, services, energy, infrastructure and technology sectors, until he became director in 2012. Between 2000 and 2007, he was director of Aeropuertos Argentina 2000 S.A. He was president of Banco Provincia de Buenos Aires between 2007 and 2011. Between 2011 and 2018, he worked at Corporación América S.A., where he was the founder, President and CEO of Wilobank, the first digital bank of Argentina. He was Argentina’s representative before the Inter-American Development Bank between 2019 and 2023. Between December 2023 and May 2024, he served as National Minister of the Interior of the Argentine Republic. From May 2024 to November 2025, he served as Chief of the Cabinet of Ministers of the Argentine Republic.
Education: He holds a law degree from Universidad del Salvador.
Eduardo Alberto Ottino
Other directorships: Director of the board of Ternium Argentina S.A.
Experience: He has more than 40 years of experience, having held various positions in the areas of management control, economic and financial planning, tax, internal audit, administration, reporting and finance. He played key roles in the acquisitions of large and medium-sized industrial companies acquired by the Techint Group in Argentina, Venezuela, United States and Europe. He was Administrative Director of Siderar between 1992 and 1999, and Director of Administration and Finance of Techint Ingeniería y Construcción and Techint Engineering Company between 2000 and 2002. Between 2003 and 2007, he was Chief Administrative Officer of Tenaris S.A., and between 2008 and 2016, he was Chief Administrative Officer of the Techint Group.
Education: He is a Certified Public Accountant graduated from the School of Economics from Universidad Nacional de La Plata. He holds a master’s degree in Business Administration from Instituto de Altos Estudios Empresariales (“IAE”).
Guillermo Gustavo Koenig
Experience: He served as financial director of Casino Magic Neuquén S.A., being responsible for the financial management of the company and the coordination of areas such as internal audit, purchasing, administration and accounting. He was financial advisor of Argentina Gaming Group S.A. He was financial director of Crown Casinos S.A., coordinating the accounting team, preparing monthly and annual balance sheets. He was administration and finance manager of Bacs S.A. He was also president of Mercado de Concentración de la Provincia del Neuquén S.A. until December 2023. Since December 2023, he has served as Minister of Economy, Production and Industry of the Neuquén Province.
Education: He is a Certified Public Accountant from Universidad Nacional del Comahue.
Emiliano José Mongilardi
Experience: He worked as production and maintenance officer at Petromark S.R.L. He is a union representative of the Sindicato de Petróleo y Gas Privado del Chubut and treasurer of the Obra Social de Petroleros de Chubut and of Mutual de Petroleros de Chubut of the Chubut Province. Between 2019 and 2023 he was Provincial Deputy for the Chubut Province.
Education: He holds a diploma in Management and Administration from Instituto Educativo Argentino (“IEA”), specialized in international trade.
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José Daniel Álvarez
Experience: He held different positions in the Ministry of Production, Trade and Industry of Santa Cruz Province. From 2008 to 2011 he served as Provincial Director of Internal Coordination. From February to December 2011, he served as Secretary of State of Transportation, and from 2014 to 2015 he held the position of Provincial Director of Aeronautical and Airport Development. From 2015 to 2018, he served as Deputy Manager of Thermal Power at the Institute of Energy of the Santa Cruz Province, and from 2021 to 2023 he served as Chief of Office of the National Deputy Claudio Vidal at the Chamber of Deputies of the Nation. From 2023 to 2025, he served as Minister Secretary in the Office of the Chief of Staff of the Santa Cruz Province.
Education: He holds a high school graduate diploma from Escuela Normal y Comercial “Dr. Julio Ladvocat”, Río Gallegos, Province of Santa Cruz.
César Rodolfo Biffi
Experience: Between 1981 and 1987, he practiced his profession privately. Between 1983 and 1987, he was appointed Councilman of the City of Godoy Cruz in the Mendoza Province. Between 1990 and 1999, he was a Provincial Deputy. Between 1999 and 2007, he was appointed Mayor of the Municipality of Godoy Cruz. He was Provincial Senator from 2010 to 2014, and Provincial Deputy between 2015 and 2019. From 2020 to 2023, he served as Undersecretary of Institutional Relations of the Ministry of the Mendoza Province.
Education: He is a surveyor graduated from Universidad Juan Agustín Maza.
Maximiliano D’Alessio
Experience: He experts in political communication, strategy and relations in the public, private and labor sectors. He worked as a consultant for the Centro de Vinculación Tecnológica Argentino. From 2010 to 2011, he was the Communications Manager at Fondo Fiduciario de Capital Social. From 2020 to 2023, he was the Representative Secretary for the Tierra del Fuego Province. From 2024 to 2025, he was an advisor to the Presidency of Correo Argentino S.A.
Education: He holds a degree in political science from Universidad de Buenos Aires. He also holds a master’s degree in International Relations and Negotiation from Universidad de San Andrés and Facultad Latinoamericana de Ciencias Sociales (“FLACSO”) and has completed the Oil and Gas Course at Universidad Tecnológica Nacional.
Martín Maquieyra
Experience: In 2010, he worked as an advisor to the Ministry of Education of the Government of the Autonomous City of Buenos Aires. From 2012 to 2013, he served as an advisor to the General Directorate of the Social Immediate Assistance Agency (Dirección General de Atención Inmediata) within the Ministry of Social Development of the Government of the Autonomous City of Buenos Aires. From 2016 to 2025, he served as a National Deputy representing the La Pampa Province. From 2024 to 2025, he served as Vice-President of the Energy and Fuels Commission of the Argentine Chamber of Deputies. He currently works as an independent consultant on public and regulatory affairs.
Education: He holds a degree in political science and a postgraduate degree in Environmental Engineering and Sustainable Development from Universidad Católica Argentina. He holds an interdisciplinary master’s degree in Energy from Centro de Estudios de la Actividad Regulatoria Energética of Universidad de Buenos Aires (thesis pending). He also holds a master’s degree in oil and gas management from Universidad Austral.
Gerardo Damián Canseco
Experience: He has been an employee of YPF since September 1984. He has held several other positions, including Government Secretary for the Municipality of San Lorenzo in the Santa Fe Province from 2007 to 2011, Undersecretary of Labor for the Ministry of Labor and Social Security from 2011 to 2014. Likewise, he was President of the Centro de Estudios Laborales y Sociales of Rosario in the Santa Fe Province from 2014 to 2016. Between 1992 and 2021, he was the General Secretary of the San Lorenzo branch of the Federation of Oil and Hydrocarbon Workers Union (“SUPeH”). Since December 2021, he has served as the Secretary of Trade Union Affairs and Training of SUPeH.
Education: He holds a law degree from Universidad Abierta Interamericana (“UAI”) and specializes in trade union law.
Manuel Adorni
Experience: From 2016 to 2023, he worked as journalist and as economic columnist on several national scope radio and television programs and websites. From 2023 to 2024, he served as Deputy Secretary of Communications of the Presidency of Argentina. Between 2024 and 2025, he served as Secretary of Communication and Media in the Office of the Presidency of Argentina. Since November 2025, he has served as Chief of the Cabinet of the Office of the Presidency of Argentina.
Education: He is a certified public accountant and has a postgraduate diploma in higher education from Universidad Argentina de la Empresa (“UADE”). He holds a bachelor’s degree in economics from Universidad de La Plata (thesis pending).
Santiago Martínez Tanoira
Current position: Alternate Director of the Board and LNG and Integrated Gas Executive Vice President of YPF S.A.
Other directorships: Director and Chairman of the board of Mega and YPF EE.
Experience: In 1998, he joined YPF S.A. and took on several roles within the petrochemical business. He was in charge of the Marketing, Planning and Business Development in Argentina between December 2002 and April 2008. In May 2008, he was appointed Director of Basic Petrochemical and Intermediate Products at Repsol in Spain. Afterwards, he was appointed Chemistry Director at YPF S.A. from 2011 until 2012. He was also member of the board of directors of Profertil. From 2012 until 2016 he served as Executive Manager of the Mendoza Region, in charge of the Upstream operations. He was our Upstream Executive Vice President from October 2016 to August 2017, our Downstream Executive Vice President from August 2017 to May 2020, and our Gas and Power Executive Vice President from May 2020 to January 2025.
Education: He holds a degree in Industrial Engineering from ITBA and a master’s degree in business administration from Universidad Austral. He completed specialization courses at Universities of Darden, Wharton and Harvard.
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Silvia Noemí Ayala
Current position: Alternate Director of the Board and Executive Leader of Aconcagua Project of YPF S.A.
Other directorships: Member of the board of directors of Eleran Inversiones 2011 S.A.U.
Experience: She joined YPF S.A. in 1994 to participate in the project to launch OPESSA, a subsidiary of YPF S.A., that operates service stations. She took on different roles in relation to the administrative and financial processes until 2007. Between 2008 and 2011, she served as SAP Processing Coordinator and as Chief of Planning and Management Control. In 2012, she was appointed Treasury Manager. She was the Financial Services Department Manager between June 2018 and September 2021. Since October 2021, she has led high-impact projects focused on optimization and automation of corporate governance.
Education: She is Public Accountant from Universidad de Morón, with different specialization programs, and a master’s degree in economics and administration from ESEADE.
Mauricio Alejandro Martín
Current position: Alternate Director of the Board, and Midstream and Downstream Executive Vice President of YPF S.A.
Other directorships: Member of the board of directors of VMOS
Experience: He joined YPF S.A. in 1997, developing his career in different areas and roles of our downstream business, as Process Engineer, Production Manager, CMASS Manager, Industrial Complex Manager, and Manager of Planning and Technical Development. From June 2017 to May 2020, he served as Logistics Executive Manager. Between May 2020 and August 2022, he was our Downstream Vice President. Between September 2022 and February 2023, he served as our Services Vice President. He also served as our Digital Technologies and Transversal Solutions Vice President from February 2023 to December 2023, and our Downstream Executive Vice President from December 2023 to January 2025.
Education: He holds a degree in Industrial Engineering from Universidad Nacional de Cuyo, with several specialization programs from IAE Business School and an MBA from UCEMA.
María Martina Azcurra
Current position: Alternate Director of the Board and Commercial Projects Director of YPF S.A.
Experience: She joined YPF S.A. in 1992 and developed her professional career in different positions in the Commercial Downstream area until 2007, when she was appointed Head of Support and Functional Development within the Corporate Economic-Administrative area. From 2008 to 2010, she served as Corporate Manager for Strategy, Planning and Management Control. Between 2010 and 2017, she held different management positions within the Commercial Downstream area. From 2017 to 2020, she was Human Resources Manager for the Downstream Vice Presidency. In 2020, she was appointed Executive Chemical Manager, a position she held until January 2024, after which she became Executive Manager of the B2B business until October 2025.
Education: She holds a Public Accounting and a Business Administration degree from Universidad de Buenos Aires and a master’s degree in business management from Universidad del Salvador.
Carla Antonela Matarese
Current position: Alternate Director of the Board.
Experience: Between 2005 and 2007, she worked at the Ministry of Production of the Chubut Province, as Advisor in the Management of Financial Programs and Special Projects and as Director of Development Promotion. Between 2007 and 2009, she worked as Undersecretary of Resources in the Comodoro Rivadavia Municipality and as Secretary of Finance and Management Control. She was Government Advisor in Organizational Strategic Management in the Government of the Chubut Province between 2011 and 2013. In 2018, she worked as a consultant for the design and communication of the Government Plan for the municipal political campaign. During 2021, she worked as an external consultant in administrative management with trade union health schemes of the Puerto Madryn City, as well as internal consultant in the Sociedad Cooperativa Popular Limitada in strategic planning and organizational management. Since December 2023, she has worked as Government Advisor in the Cabinet Coordination of the Chubut Province, in charge of the design of the government management system.
Education: She holds a degree in Banking and Financial Companies from UADE.
Pamela Fernanda Verasay
Other directorships: None
Experience: From December 2015 to December 2021, she served as National Senator for the Mendoza Province and serving on the committees of General Legislation; Regional Economies, Social Economy, Micro, Small and Medium Enterprises; National Economy and Investment; Industry and Trade; Mining, Energy and Fuels; Science and Technology, among others. She served as Chairman of the Argentina-Chile Joint Parliamentary Bicameral Commission. Between 2019 and 2021, she served as First Vice President of the Senate of the Nation. From 2021 to date, she has been a National Deputy for the Mendoza Province and serves as a member, among others, of the committees of Energy and Fuels; Natural Resources and Conservation of the Human Environment; Labor Legislation; and Finance. She chaired the Transport Committee from December 2023 through December 2025.
Education: She is a Certified Public Accountant graduated from Universidad Nacional de Cuyo. She has completed a specialization in Legal and Economic Structure of Energy Regulation and an interdisciplinary master’s degree in Energy, both at the Center for the Study of Energy Regulatory Activity, School of Law of Universidad de Buenos Aires.
Julio Alejandro Schiantarelli
Experience: He joined YPF S.A. in 1977 at the Reservoir Engineering area. He also served at the Training and Development Area. He was appointed General Secretary of SUPeH Florencio Varela in 1984, reelected until 1992. He held different positions in SUPeH. He was a member of the Arbitration Commission of the General Confederation of Workers of the Argentine Republic (“CGT”), representing SUPeH. Currently, he serves as Deputy Secretary of SUPeH.
Education: He holds a degree in Industrial Relations from UADE.
To the knowledge of the Company, none of the Directors and Alternate Directors have family relationships with members of senior management or other members of the Board of Directors.
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Board of Directors’ practices
The information provided below describes the responsibilities of our Board of Directors.
In accordance with the Argentine General Corporations Law, directors have an obligation to perform their duties with loyalty and with the diligence of a prudent businessperson. Directors are jointly and severally liable to YPF S.A., its shareholders and to third parties for the improper performance of their duties, for violating the law, our bylaws or other regulations, and for any damage caused by willful misconduct, abuse of authority or gross negligence. Specific duties may be assigned to a director by the bylaws, applicable regulations, or by shareholders resolution. In such cases, a director’s liability will be determined by reference to the performance of those specific duties so long as the director’s appointment and assignment of duties was approved at a shareholders’ meeting and was registered with the Superintendence of Legal Entities.
Only shareholders, through a shareholders’ meeting, may authorize directors to engage in activities in competition with YPF S.A. Transactions or contracts between directors and us in connection with our activities are permitted to the extent they are performed under fair market conditions. Transactions that do not comply with the above-mentioned requirements may only be carried out with prior approval of the Board of Directors or, in the absence of a quorum at a Board of Directors meeting, of the Supervisory Committee. In addition, these transactions must be subsequently approved by our shareholders at a general meeting. In case the shareholders’ meeting does not approve the relevant transaction, the directors or members of the Supervisory Committee who approved the transaction, as the case may be, shall be held jointly and severally liable for any damages caused to us and the agreement shall be void.
Any director whose personal interests conflicts with those of YPF S.A. on any matter shall notify the Board of Directors and the Supervisory Committee and abstain from participating and voting on the matter. Otherwise, such director may be held jointly and severally liable to YPF S.A. for the damages caused by his acts and omissions.
A director will not be liable if, notwithstanding his presence at the meeting at which a resolution is adopted or his knowledge of such resolution, a written record exists of his opposition to such resolution and he reports his opposition to the Supervisory Committee before any complaint against him is brought before the Board of Directors, the Supervisory Committee, the shareholders’ meeting, the appropriate governmental agency or judicial action is brought to the courts. Any liability of a director to YPF S.A. terminates upon approval of the director’s performance, or by express waiver or settlement by the shareholders at a general meeting, provided that shareholders representing at least 5% of our capital stock do not object and provided further that such liability does not result from a violation of the law, our bylaws or other regulations. The termination of liability of a director to YPF S.A. will not be effective in case of an involuntary liquidation or bankruptcy process.
As part of its continuing process of improving the corporate governance of YPF S.A., the Board of Directors implements an annual self-assessment that covers aspects related to the functioning of the Board of Directors in general, its committees and its members individually.
With this process, the functioning and effectiveness of the Board of Directors can be monitored regularly, according to the best corporate governance practices. This is also a requirement of the BYMA Corporate Governance Panel, of which YPF S.A. is a party, and a recommendation of the CNV Rules, and is aligned with the NYSE Listing Regulations.
The Board of Directors can also entrust the Corporate Secretary with the preparation and implementation of improvement proposals, based on the results obtained under the YPF S.A.’s Corporate Governance continuous improvement plan.
For information regarding to the Board of Directors roles in cybersecurity see “Item 16K. Cybersecurity”.
Compensation of members of our Board of Directors
Argentine General Corporations Law provides that the aggregate annual compensation for any concept paid to the members of the Board of Directors (including those directors acting in an executive capacity) and of the members of the Shareholders’ Surveillance Committee (“Consejo de Vigilancia”), if applicable, including salary and other remuneration for the performance of technical-administrative functions of a permanent nature, with respect to a fiscal year may not exceed 5% of the net income for such year if YPF S.A. is not paying dividends in respect of such net income. If YPF S.A. pays dividends, that percentage is increased proportionally up to 25% of the net income, based on the amount of such dividends. The annual compensation of YPF S.A.’s directors shall be determined in accordance with the prevailing market practice and shall be proposed by the Board of Directors to the ordinary general shareholders’ meeting, for its approval. When one or more directors exercise special commissions or technical administrative functions in a fiscal year where there are reduced profits or no profits, and there is a need to exceed the abovementioned limits, such compensations may only be paid in excess of those limits if expressly agreed by the shareholders’ meeting, for which purpose the matter should be included as a special item on the agenda of such meeting.
The Shareholders’ Surveillance Committee is a control corporate body regulated by the Argentine General Corporations Law, composed of shareholders of a corporation. As of the date of this annual report, YPF S.A. does not have a Shareholders’ Surveillance Committee, since the Argentine General Corporations Law requires us to have a Supervisory Committee, composed of statutory auditors.
For the year ended December 31, 2025, the aggregate compensation accrued by the members of the Board of Directors and YPF’s executive officers for services in all capacities was Ps. 79,533 million (US$ 56 million), excluding social security payments made by YPF S.A. as required by law, but including Ps. 39,557 million (US$ 28 million) in the form of equity compensation plans, pensions, retirement or similar benefits that YPF S.A. provides to its Board of Directors and executive officers. All compensations are determined in the currency of legal tender, which is the Argentine peso.
Additionally, as indicated above, some of the members of our Board of Directors may also be employees of YPF S.A. Thus, we include a brief description of our current employee benefit plans and programs.
YPF’s performance-based compensation programs include performance bonus programs which are intended to motivate and reward individuals for the annual achievement of business objectives. The Company has short-term benefit cash payment programs applicable to certain employees. These programs are mainly based on the fulfillment of vice presidencies and unit objectives and may be increased based on individual performance. They are calculated considering the remuneration of each employee, the number of salaries assigned per salary category and certain key factors related to the fulfillment of these objectives.
Since 2013, YPF S.A. has implemented a share-based benefit plan, which: (i) encourages key personnel to align their performance with the objectives of YPF S.A.’s strategic plan; (ii) generates a clear and direct link between the creation of shareholder value and compensation of key personnel, rewarding them for achieving long-term results reflected in the share price; and (iii) assists in the retention of key personnel within YPF S.A.
In 2024, the Company adopted the “Value Generation Plan”, which is a long-term remuneration program for eligible members of management of YPF with the objective of incentivizing extraordinary results in the long term and retaining key employees.
For additional information see Notes 2.b.11) and 37 to the Audited Consolidated Financial Statements and “Item 16E. Purchases of equity securities by the issuer and affiliated purchasers”.
Additionally, since 2024, a variable compensation program based on the Company’s results (“CVR”, for its acronym in Spanish) has been implemented, to be paid whenever these results are positive.
Executive officers who also perform as members of the Board of Directors can also be entitled to the aforementioned programs (with certain exceptions), which shall be subject to the limitations set forth hereinabove in this section.
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None of the non-employee members of YPF S.A.’s Board of Directors is party to any service contract with us or any our subsidiaries providing for benefits upon termination of their term in office.
Board of Directors’ Committees
YPF’s Board of Directors has established the following committees: Audit Committee, Legal and Institutional Affairs Committee, Risk and Sustainability Committee, Strategy and Transformation Committee, Compensation and Nomination Committee and Disclosure Committee. These committees periodically report their activities to the Board of Directors.
The following table sets forth a summary of the composition of the committees composed of Directors as of the date of this annual report:
Eduardo Alberto Ottino (2)
Manuel Adorni (3)
● Committee Chair
● Committee Member
The members of the Audit Committee have been appointed to serve for 1 fiscal year which ended on December 31, 2025 but remain in office until the Board of Directors’ meeting appoints the members of the Committee for the following fiscal year, while the members of the rest of the committees have been appointed to serve for 3 fiscal years which end on December 31, 2026 but remain in office until the next Shareholders’ meeting appoints the Board of Directors.
Designated as the “Audit Committee Financial Expert” by the Board of Directors, pursuant to the rules and regulations of the SEC.
Director for the Class A shares.
The activities and responsibilities of the committees are further described below.
Audit Committee
The Capital Markets Law, described in “Item 9. The offer and listing”, and the Article 15, Sections V, Chapter III, Title II of the CNV Rules require publicly traded corporations to appoint an Audit Committee composed of at least 3 members of the Board of Directors and which majority of its members must be independent directors. The Audit Committee’s regulations set forth the composition and provisions for the performance of the Audit Committee, according to the applicable law. Executive directors of YPF S.A. are not permitted to sit on the Audit Committee.
See “Item 6. Directors, Senior Management and Employees—Independence of the members of our Board of Directors and Audit Committee”.
Activities of the Audit Committee
Our Audit Committee supports the Board of Directors in its oversight duties, such as:
Periodically supervises the functioning of the internal control over financial reporting system and the administrative-accounting system, as well as the reliability of the latter, and of the financial information, hydrocarbon reserves information and other relevant information communicated to the CNV and the markets in compliance with the applicable information regime.
Gives its opinion regarding the proposal of the Board of Directors for the appointment of the external auditor of YPF S.A. and oversees its independence.
Supervises the application of policies regarding information on risk management of YPF S.A.
Provides the market with complete information regarding transactions in which there is a conflict of interests with members of the corporate bodies or controlling shareholders.
Opines on the reasonability of proposals brought forth by the Board of Directors on fees and stock option plans for directors and administrators of YPF S.A.
Verifies compliance with applicable regulations for matters related to behavior in the stock markets.
Ensures that our Code of Ethics complies with the legal requirements and is adequate for YPF S.A.
Meetings
The Audit Committee, pursuant to its regulations, must meet as many times as needed and at least once every quarter. From March 28, 2025 to March 25, 2026, the Audit Committee held 12 formal meetings.
Economic and financial information
Using the assessment of the Principal Financial Officer (“PFO”), currently the Administration and Reporting Vice President, and the work performed by our external and internal auditors, the Audit Committee analyzes the consolidated annual and quarterly financial statements (for statutory, legal and regulatory purposes filed with CNV) before they are submitted to the Board of Directors. The Audit Committee reviewed our Consolidated Financial Statements as of December 31, 2025 and comparative information included in this annual report and our report on Form 6-K furnished to the SEC on March 6, 2026.
Oversight of the internal control system
Our internal control over financial reporting system is aligned with the requirements established by Section 404 of the Sarbanes-Oxley Act. These regulations provide, among other requirements that, along with the annual audit, a report must be presented by our management relating to the design, maintenance and periodic evaluation of the internal control over financial reporting system and be accompanied by a report from our external auditor. Several of our departments are involved in this activity, including the internal audit department.
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Relations with the internal auditor
The Audit Committee oversees the progress of our annual internal audit, which is aimed at identifying critical risks, to supervise our internal control over financial reporting system and ensure that they are sufficient, appropriate and efficient.
Throughout the year, the Audit Committee is kept informed by our internal auditor of the most relevant facts and recommendations arising out of its work and the status of the recommendations issued.
Relations with the external auditor
The Audit Committee interacts closely with the external auditor, allowing them to make a detailed analysis of the relevant aspects of the audit of our Consolidated Financial Statements and to obtain detailed information on the planning and progress of the work.
The Audit Committee also evaluates the services provided by our external auditor, determines whether the conditions for independence of the external auditor, as required by applicable law, are met and monitors the performance of the external auditor to ensure that it is satisfactory.
As of the date of this annual report, and pursuant to the evaluation process described in the above paragraph, the Audit Committee had no objections to the designation of Deloitte & Co. S.A. as our external auditor of the Consolidated Financial Statements for the year ended December 31, 2026.
Legal and Institutional Affairs Committee
Among its main functions, the Legal and Institutional Affairs Committee is responsible for the supervision of management and analysis of the litigation strategy of the main pre-trial, arbitral and judicial disputes where YPF S.A. is a party, among other matters.
Risk and Sustainability Committee
The Risk and Sustainability Committee main functions are to establish comprehensive management policies for business risks and to monitor their adequate implementation; to identify and evaluate risk factors that are specific to YPF S.A. and/or its activity; and to monitor risks and implement corresponding mitigation actions; also receives reports from the Cybersecurity department and supervises matters related to information security, among other functions.
Strategy and Transformation Committee
The Strategy and Transformation Committee main functions, among others, are to discuss issues related to YPF S.A.’s medium and long-term strategy and to act as liaison between the Board of Directors and the Executive Management Committee (the Senior Management herein), in order to facilitate and expedite the internal treatment of YPF S.A.’s business development overall strategies; to resolve, in the event of unforeseen or emergency situations when it would not be possible to convene a Board of Directors meeting, the approval of YPF S.A.’s operations and/or necessary management, subject to the ratification of the Board of Directors.
Compensation and Nomination Committee
The Compensation and Nomination Committee shall be involved in the review and approval of general policies regulating compensation and benefits, and talent management, in order to ensure recruitment, development, commitment and retention of YPF S.A.’s human talent. In particular, it is responsible for decisions regarding compensation and the appointment of the CEO and senior management and other personnel, including the positions of the internal auditor and reserves auditor, submitting such decisions to the approval of YPF S.A.’s Board of Directors and/or shareholders’ meeting, if so required by applicable regulations.
For further information see “Item 6. Directors, Senior Management and Employees—Compliance with the NYSE Listing Standards on Corporate Governance”.
Disclosure Committee
The Disclosure Committee main functions are:
Monitor overall compliance with regulations and principles of conduct of voluntary application, especially in relation to listed companies and their corporate governance.
Direct, establish and maintain procedures for the preparation of accounting and financial information to be approved and filed by us or generally released to the markets.
Direct, establish and maintain an internal control over financial reporting system that is adequate and efficient in order to ensure that our financial statements included in annual and quarterly reports as well as any accounting and financial information to be approved and filed by us is accurate, reliable and clear.
Identify significant risks to our businesses and activities that may affect the accounting and financial information to be approved and filed by us.
Assume the activities that, according to U.S. laws and the SEC regulations, are applicable to us and may be assumed by disclosure committees or other internal committees of a similar nature, especially those activities relating to the SEC regulations dated August 29, 2002 (“Certification of Disclosure in Companies’ Quarterly and Prospectus”—SEC Release number 33-8124), and the existence and maintenance of adequate procedures and controls for the generation of the information to be included in our annual reports on Form 20-F and other information of a financial nature as required to be certified by our CEO and PFO.
Take on activities similar to those stipulated in the SEC regulations for a disclosure committees with respect to the existence and maintenance of adequate procedures and controls for the preparation and content of the information to be included in the financial statements and any accounting and financial information to be filed with the CNV and other regulators of the stock exchanges where our stock is listed.
Formulate proposals for an internal code of conduct with respect to stock markets that follow applicable rules and regulations, or any other standards deemed appropriate.
In addition, the Disclosure Committee reviews and supervises our procedures for the preparation and filing of:
Official notices to the SEC, the Argentine stock market authorities and other regulators of the stock markets where our stock is traded.
Annual and quarterly financial reports.
Press releases containing financial data on results, earnings, large acquisitions, divestitures or any other information relevant to shareholders.
General communications to shareholders.
Presentations to analysts, investors, rating agencies and lending institutions.
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As of the date of this annual report, the Disclosure Committee is composed of the following members (see “Item 6. Directors, Senior Management and Employees—Management of the Company—Senior Management”):
CEO
Juan José Mata (2)
Administration and Reporting Vice President
Matías Osvaldo Farina
Upstream Executive Vice President
LNG and Integrated Gas Executive Vice President
Midstream and Downstream Executive Vice President
Andrés Marcelo Scarone
New Energies Vice President
Maximiliano Pedro Westen
Strategy, New Businesses and Controlling Vice President
Pedro Luis Kearney
Finance Vice President
Walter Ariel Actis
Supply Chain Vice President
Gustavo María Gallino
Infrastructure Vice President
Guillermo Andrés Pitrelli
Quality, Environment and Safety Vice President
Alejandro Luis Wyss
Technology Vice President
Germán Vito Fernández Lahore (3)
Legal Affairs Corporate Vice President
Guillermo José Garat
Corporate Affairs, Communication and Marketing Vice President
Lisandro Deleonardis
Public Affairs Vice President
Florencia Tiscornia
People and Culture Vice President
Marcelo Gustavo Aldeco
Labor Relations Vice President
Ariel Polotnianka
Chief Audit Officer
Carlos Alejandro Berto
Reserves Auditor
No expiration date of position specified when appointed. The year indicates when the person was appointed as a member of the Disclosure Committee for the first time continuously, regardless of the different positions they may have served.
President of the Disclosure Committee.
Secretary of the Disclosure Committee.
Correspond to “beneficially owned” as established by Section 16(a) of the Securities Exchange Act of 1934 and may include direct and/or indirect stock holdings (i) in the form of Class D shares and/or ADRs, and/or (ii) derived from the granting under share-based benefit plans as of March 18, 2026. Each individual owns less than 1% of our Class D shares. See “Item 6. Directors, Senior Management and Employees—Our people—Compensation and benefits”; “Item 16E. Purchases of equity securities by the issuer and affiliated purchasers”; and Note 37 “Share-based benefit plan” section to the Audited Consolidated Financial Statements.
Outside business interests and experiences of the members of the Disclosure Committee
Juan José Mata
Current position: Administration and Reporting Vice President of YPF S.A.
Other current activities: None.
Experience: He has over 40 years of professional experience, having held various positions in administration and finance at Techint Ingeniería y Construcción, Ferroexpreso Pampeano S.A., Transportadora Gas del Norte S.A., and Tenaris S.A. From 2011 to June 2025, he served as CFO of Tecpetrol S.A., leading the areas of administration, finance, taxation and compliance. In July 2025, he joined YPF as Chief Audit Officer.
Education: He is a Certified Public Accountant graduated from Universidad Católica Argentina and holds a master’s degree in Finance from Universidad Torcuato Di Tella.
Current position: Upstream Executive Vice President of YPF S.A.
Experience: He began his career in Tecpetrol S.A in 1997 as Company Man of Drilling and Completion in Neuquén, Mendoza, Tartagal, Comodoro Rivadavia and Bolivia and has developed his career as Corporate Manager, Director and Vice President of Drilling, Completion, Workover and Pulling in Tecpetrol S.A. between December 2008 and December 2023.
Education: He is a Petroleum Engineer graduated from the ITBA and holds a master´s degree of Engineering from Texas A&M University.
Current position: New Energies Vice President of YPF S.A.
Other current activities: Chairman of the board of directors of YPF EE, Y-TEC and Metrogas.
Experience: He has over 30 years of experience in YPF S.A. Within the oil sector, he led operations in Argentina and in Latin America. He worked for 12 years outside Argentina, in Lima, Quito and Guayaquil, where he was in charge of the company’s retail operations. Since 2010 he has been in Argentina, where he headed the Commercial Executive Management of YPF S.A. and then the Trading Executive Management. He served as General Manager of Mega, from June 2020 to December 2024.
Education: He is an Industrial Engineer graduated from Universidad Católica Argentina with a specialization at the Massachusetts Institute of Technology where he attended the Advanced Study Program Fellow, and from the University of Piura (Perú), where he completed the Management Development Program.
Current position: Strategy, New Businesses and Controlling Vice President of YPF S.A.
Experience: He worked for 10 years in Tecpetrol S.A. in different roles, such as in business development and corporate planning in Argentina and United States. He joined YPF S.A. in 2016 as Business Development Manager until 2019. From 2020 to 2022 he held the role of Corporate Strategy Manager at YPF S.A. In 2023, he served as Executive Manager of the LNG project.
Education: He is an Industrial Engineer graduated from the Universidad of Buenos Aires.
Current position: Finance Vice President of YPF S.A.
Other current activities: None
Experience: He has over 20 years of experience in the YPF Group. He joined YPF S.A. in 2003, having held various positions in finance, planning, management control, and human resources within the YPF Group. From 2014 to 2020, he held the position of Corporate Planning and Management Control Manager and Controller for the Downstream business. Previously, he worked in Human Resources, both in Argentina and at Repsol in Spain. From August 2020 to March 2024, he served as Executive Manager of Planning and Finance at YPF S.A. He also served as a board member of YPF Luz and Refinor. From April 2024 to August 2025, he served as CFO of YPF EE.
Education: He is a Certified Public Accountant graduated from Universidad Católica Argentina, he has participated in various specialization programs and holds an MBA from Universidad Torcuato Di Tella.
Current position: Supply Chain Vice President of YPF S.A.
Other current activities: Chairman of the board of directors of AESA and Y-TEC.
Experience: He started his career in the YPF Group as CEO of AESA between September 2018 and December 2020. Between 2021 and 2022 he served as Manager of the Supply Chain Department. He began his professional career at Schlumberger where he occupied different roles as Operations Manager for Argentina, Chile, Colombia, Peru and Ecuador. He was Drilling & Measurement Personnel Manager worldwide in Houston, Vice President of Artificial Lift for Latin America, CEO for Schlumberger Argentina, Bolivia and Chile and Commercial Director of Drilling Group worldwide based in London. He served as Executive Manager of Critical Projects reporting to the CEO of YPF S.A. until December 2023. He was our Supply Chain and Services Vice President from December 2023 to January 2025.
Education: He is an electronic engineer graduated from Universidad Nacional de Córdoba.
Current position: Infrastructure Vice President of YPF S.A.
Other current activities: Director and Chairman of the board of VMOS
Experience: He has more than 40 years of experience in the engineering and construction oil and gas industry and energy projects. He began his professional career in Grupo Perez Companc, as Vice President of SADE, Venezuela Business Unit. He joined Techint Engineering and Construction S.A. in 2001 as General Manager in Venezuela, in 2004 he was in charge of the Commercial Department for South America. Between 2008 and 2016 he was General Manager of the Northern Area of Techint Engineering and Construction S.A. in charge of operations in Mexico, United States and Central America. He served as General Director of the Southern Area of Techint Engineering and Construction S.A. in Argentina, Uruguay, Bolivia and Paraguay between March 2016 and December 2023.
Education: He is a construction engineer and civil engineer graduated from Universidad Nacional de La Plata.
Current position: Quality, Environment and Safety Vice President of YPF S.A.
Experience: He joined YPF S.A. in 2002 and developed his career in different areas and roles in the Upstream segment, as Reservoir Engineer and Production Engineer in El Guadal and Los Perales blocks, Production Engineer Chief in Los Perales block, as Asset Manager in Manantiales Behr block, Director of the Economic Unit Chubut and Business Unit Chubut, North Mendoza Business Manager and Upstream Production Executive Manager. He served as Regional Manager in the west region in the Conventional Upstream Vice Presidency from July 2020 to December 2023.
Education: He is a mechanical engineer graduated from Universidad Nacional de La Plata.
Current position: Technology Vice President of YPF S.A.
Other current activities: Director of the board of YPF Digital.
Experience: He has vast experience in the information technology sector, holding management positions in the last 20 years in high complex technologies companies. He began his professional career in 1990 at Banelco S.A. in the ATM and electronic payments business unit. In 1995 he joined Red Link S.A., where he became Systems Manager in 2000, leading the digital transformation of large-scale systems and overseeing the development and expansion of the ATM infrastructure, online banking, check clearing and transfers for the whole country. He held the position of Chief Technology Officer at BYMA and Caja de Valores from 2007 to 2022.
Education: He holds a degree in Computer Systems from the School of Engineering of Universidad de Buenos Aires and attended courses in Business Administration at the School of Economics of the same university.
Germán Vito Fernández Lahore
Current position: Legal Affairs Corporate Vice President and Secretary of the Disclosure Committee.
Experience: He has been our Legal Affairs Corporate Vice President since December 2015. Prior to joining YPF, he served as an attorney at Estudio Beccar Varela, and as foreign associate at Haynes and Boone, LLP in Dallas, Texas. He joined our company in 2002 and served as our E&P Legal Affairs Manager and Upstream Legal Affairs Director. He is a professor of law at Universidad Torcuato Di Tella for the Law and Energy (Hydrocarbons) program, and at Universidad Austral for the Diploma in Hydrocarbons and Energy Law program. He is a member of the Academic Council of the Argentine Journal of Energy, Hydrocarbons and Mining Law (“Revista Argentina de Derecho de la Energía, Hidrocarburos y Minería” (“RADEHM”)). His areas of expertise include corporate law, M&A, energy law, oil and gas law, mining law and natural resources taxation and financing.
Education: He earned a law degree from Universidad de Buenos Aires, participated in the Academy for American and International Law, Southwestern Legal Foundation, Dallas, Texas and obtained a diploma in Oil and Gas Law from Universidad de Buenos Aires. As Chevening scholar, he earned a master’s degree in natural resources, law and policy from the Centre for Energy, Petroleum and Mineral Law and Policy (University of Dundee, Scotland, United Kingdom). He also earned a postgraduate degree in Tax Law from Universidad Austral and completed the Management Development Program at IAE Business School.
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Current position: Corporate Affairs, Communication and Marketing Vice President of YPF S.A.
Other current activities: Director and Chairman of the board of YPF Digital and Vice President of Fundación YPF.
Experience: He worked at the daily business newspaper El Cronista Comercial and is a member of the Professional Council of Public Relations. He worked as a producer in different types of media content such as print, radio and television. He specializes in institutional and political communication, working actively in Argentina, Mexico, United Sates, Brazil and other countries. Since 2001, he has promoted the setting up of several consulting and polling service companies, as well as founding others related to real estate and the food industry as an entrepreneur.
Education: He holds a degree in Economics from Universidad Católica Argentina.
Current position: Public Affairs Vice President of YPF S.A.
Other current activities: Director of the board of YPF Digital and Chairman of Fundación YPF.
Experience: He began his career in Techint Group in 1993 where he held different positions in the field of Institutional Relations for Argentina (Neuquén), Colombia, Ecuador, Perú, Venezuela, Central America, and the Caribbean for different companies of the group. He served as senior Director of Institutional Relations at Oil and Gas, Engineering and Construction and Services for the Techint Group between 2017 and 2023, being responsible for institutional and governmental relations of Tecpetrol S.A., Techint Ingeniería y Construcción and service companies. He was a member of the board of directors of the Cámara de Exportadores de la República Argentina (Chamber of Exporters of the Argentine Republic); Unión Industrial of the Buenos Aires Province; Argentine-Chinese Chamber of Commerce; Vice President of the Argentine-Mexican Chamber of Commerce. He is also Chairman of the International Relations Department of the Cámara Argentina de la Construcción (Argentine Chamber of Construction); and first Vice-Chairman of the Cámara de Exploración y Producción de Hidrocarburos -CEPH- (Chamber of Hydrocarbon Exploration and Production).
Education: He holds a degree in International Trade from UADE and in International Negotiations from F-Interal / Florida International University.
Current position: People and Culture Vice President of YPF S.A.
Other current activities: Director of the board of Metrogas.
Experience: She has worked at YPF since 2012, performing different positions and challenges within Human Resources such as Downstream HR Executive Manager, HR Expertise Center Executive Manager, Organization and Compensation Manager and Talent Manager. She is also member of the Compliance & Ethics Committee. Before working at YPF, she developed her professional career in other companies and has extensive work experience in human resources, having worked in different industries, such as IT and consulting services.
Education: She holds a bachelor’s degree in economics from Universidad del Salvador, a postgraduate degree in leadership and coaching from Universidad de Belgrano, and an MBA from UCEMA.
Current position: Labor Relations Vice President of YPF S.A.
Experience: He joined YPF S.A. in 2008. From October 2017 to December 2023, he served as Manager of the Labor Relations Department for the YPF Group. Previously, he held different roles within the Labor Relations area in the Upstream business segment.
Education: He is a lawyer graduated from Universidad de Buenos Aires and holds a master’s degree in labor law and social security from Universidad de Valencia.
Current position: Chief Audit Officer of YPF S.A.
Experience: He has worked at YPF S.A. for 20 years. From 2012 to 2015, he held the position of Audit Manager for several associates and joint ventures, focusing on the development of unconventional resources. From 2015 to 2025, he served as Upstream Audit Manager.
Education: He holds a degree in industrial engineering from Universidad Tecnológica Nacional, a specialization in oil and gas production from ITBA and a master’s degree in Systems Auditing from Universidad del Salvador.
Current position: Reserves Auditor of YPF S.A.
Experience: He has more than 30 years of experience in the oil and gas industry having held different positions at Tecpetrol S.A. From December 2022 to October 2025, he served as Reserves and Technical New Ventures Director at Tecpetrol S.A. Throughout his career, he has held key roles such as Reserves Manager, Development Manager, and Operations Manager, leading multidisciplinary teams, optimizing reserves, and developing fields in Latin America and the United States.
Education: He holds a degree in chemical engineering from Universidad Nacional de La Plata, with a specialization in reservoir engineering from Universidad de Buenos Aires and a master’s degree in petroleum engineering from Texas A&M University.
To the knowledge of the Company, none of the members of the Disclosure Committee have family relationships with members of senior management or members of the Board of Directors.
Senior Management
The changes to the Senior Management structure since the 20-F for 2024 fiscal year, published on March 28, 2025, are listed below.
At its meeting held on June 27, 2025, the Board of Directors of YPF S.A. appointed Juan José Mata to serve as Chief Audit Officer, as of July 14, 2025, while Javier Fevre will continue to serve the Company, reporting to the Chief Audit Officer.
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At its meeting held on August 18, 2025, the Board of Directors of YPF S.A., effective as of August 19, 2025, approved the following changes:
The Board of Directors accepted the resignation of Federico Barroetaveña as Chief Financial Officer (“CFO”).
Within the framework of the Company’s “YPF 4×4” plan and considering YPF’s need to focus on the excellence and effectiveness of its administrative processes while simultaneously addressing the challenges related to strategic projects and their financing, the functions centralized in the CFO Vice Presidency were divided, and the Administration and Reporting Vice Presidency headed by Juan José Mata, and Finance Vice Presidency headed by Pedro Luis Kearney were created.
Ariel Polotnianka was appointed as Chief Audit Officer on an interim basis.
At its meeting held on September 23, 2025, the Board of Directors appointed Carlos Alejandro Berto to serve as Reserves Auditor, effective October 13, 2025, in replacement of Raúl Alberto Stoeff Belkenoff.
At its meeting held on February 26, 2026, the Board confirmed the appointment of Ariel Polotnianka as Chief Audit Officer on a permanent basis.
As of the date of this annual report, our Senior Management is composed of the following members:
Indicates when the person has been appointed, as applicable, for the first time continuously. No expiration date of position specified when appointed.
Independence of the members of our Board of Directors and Audit Committee
The following description of the CNV Rules were considered in order to assess each director’s independence. In that sense, a director is considered independent if the main material relationship of such director with YPF S.A. is being a member of its Board of Directors. A director is not considered independent when such director:
Holds a position as director on the board of directors of the issuer’s controlling shareholder or any other entity in the issuer’s corporate group at the time of the director’s appointment or if he held such position during the immediately preceding three years.
Has an affiliation with the issuer or with any of its shareholders who have directly or indirectly a “significant participation” (as defined below) in the issuer at the time of the director’s appointment or in the companies in which they also have a direct or indirect “significant participation”, or if he had such affiliation with them by an employment relationship during the immediately preceding three years.
Has a professional relationship with, or is a member of a company or professional association that maintains habitual professional relationships of relevant nature and volume with, or receives remuneration or fees (other than those received in consideration of his performance as a director) from the issuer or any of its shareholders who has a direct or indirect “significant participation” in the issuer, or with a company in which they have a direct or indirect “significant participation”. This prohibition extends through the preceding three-year period to the director’s appointment.
Directly or indirectly owns at least 5% voting shares and/or capital stock in the issuer or in any other entity which holds a “significant participation” in the issuer.
Directly or indirectly habitually sells or provides goods or services (other than those set forth in (iii) above) of relevant nature and volume to the issuer or to any of its shareholders who has a direct or indirect “significant participation” in the issuer for an amount substantially exceeding his remuneration as a member of the board of directors (this prohibition extends through the preceding three-year period to the director’s appointment).
Has been a director, manager or executive officer of non-profit organizations which have received contributions in excess of those set forth in Article 12, item l) of the UIF Resolution No. 30/2011 (as amended) from the issuer, its controlling shareholder, and any other member of the issuer’s corporate group or from the executive officers of any of them.
Receives any payments, including those derived from the director’s participation in stock option plans, from the issuer or any company of its corporate group (other than those received in consideration of his performance as a director, with the exception of dividends perceived pursuant to item (iv) or payments pursuant to item (v) above).
Has been a director of the issuer, its controlling shareholder or any other member of the issuer’s corporate group for more than 10 years, provided that the director will be deemed independent following a three-year period after he ceased to hold any such position.
Is the spouse or legally recognized partner or family member (up to second grade of affinity or up to third grade of consanguinity) of persons who, if they were members of the board of directors, would not be deemed independent.
In case that, following the director’s appointment, such director became subject to any of the restrictions in items (i) through (ix) above, such director shall be required to disclose this circumstance to the issuer immediately, who in turn shall be required to disclose it to the CNV and to the stock exchanges on which the issuer’s stock is listed, immediately after its occurrence or after being noticed. The directors and members of the Supervisory Committee appointed by the government are deemed independent.
The term “significant participation” shall be deemed to refer to such persons that hold an interest of at least 5% of the capital stock and/or votes, or a lesser amount when they allow the appointment of one or more class directors or that have together with other shareholders, agreements related to the government and administration of the relevant company or its controlling shareholder.
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The term “economic group” shall mean controlling companies, controlled companies and those affiliated in which there is a relevant influence in the decisions. Direct and/or indirect interests through companies or individuals are considered.
As of the date of this annual report, Directors Lisandro Catalán, Eduardo Alberto Ottino, Guillermo Gustavo Koenig, César Rodolfo Biffi, Maximiliano D’Alessio, Guillermo Alberto Francos, José Daniel Álvarez, Martín Maquieyra and Manuel Adorni, and Alternate Director Carla Antonela Matarese, qualified as independent member of our Board of Directors under the criteria described above.
Compliance with the NYSE Listing Standards on Corporate Governance
Independence of the members of the Audit Committee
In accordance with the NYSE corporate governance rules, all members of the Audit Committee are required to be independent. Independence is determined in accordance with highly detailed rules promulgated by the NYSE and SEC. Each of the members of our Audit Committee was determined to be independent in accordance with the applicable NYSE and SEC rules.
Significant differences between our corporate governance practices and those required by NYSE listing standards
Non-U.S. NYSE listed companies may, in general, follow their home country corporate governance practices in lieu of most of the NYSE corporate governance requirements. The NYSE rules, however, require that non-U.S. companies disclose any significant ways in which their specific corporate governance practices differ from those of U.S. companies under the NYSE listing standards.
The following is a summary of the significant differences between our corporate governance practices and those applicable to U.S. companies under the NYSE listing standards:
Independence of the members of the Board of Directors: In accordance with the NYSE corporate governance rules, a majority of the board of directors of U.S. companies listed on the NYSE must be composed of independent directors, whose independence is determined in accordance with highly detailed rules promulgated by the NYSE. The relevant Argentine rules for determining director independence are described under “Item 6. Directors, Senior Management and Employees—Independence of the members of our Board of Directors and Audit Committee”. The independence of the members of our Board of Directors is determined according to the CNV Rules.
Compensation and Nomination Committee: In accordance with the NYSE corporate governance rules, all U.S. companies listed on the NYSE must have a compensation committee and a nomination committee, and all members of such committees must be independent in accordance with highly detailed rules promulgated by the NYSE. Under Argentine law, these committees are not mandatory but are recommended by the CNV in the “Recommendations for the Corporate Governance Code” incorporated as Exhibit III, Chapter III, Title IV of the CNV Rules. YPF S.A. follows the CNV’s recommendation and has a Compensation and Nomination Committee established by our Board of Directors under the option provided in Article 17 clause (xii) of YPF S.A.’s bylaws. The Committee is integrated by 3 members and the President is independent. Also, the NYSE rules require that, with limited exemptions, all equity compensation plans be subject to a shareholder vote. Under Argentine law, the approval of equity compensation plans is within the authority of the Board of Directors.
Separate meetings for non-management directors: In accordance with the NYSE corporate governance rules, independent directors must meet periodically outside of the presence of its executive directors. Under Argentine law, this practice is not required and as such, the independent directors of our Board of Directors do not meet outside of the presence of the other directors, except for the meetings of the Audit Committee, which is comprised of independent directors.
Supervisory Committee
The Supervisory Committee is responsible for overseeing compliance by the management and the Board of Directors with Argentine General Corporations Law, the bylaws and regulations (if any), and shareholders’ resolutions. The functions of the Supervisory Committee include, among others, attending all meetings of the Board of Directors, preparing a report of the financial statements for our shareholders, attending shareholders’ meetings and providing information upon request to holders of at least 2% of our capital stock.
The bylaws provide for a Supervisory Committee composed of three to five members and three to five alternate members, as determined by the shareholders’ meeting, that are elected for one-fiscal year term. The Class A shares are entitled to elect one member and one alternate member of the Supervisory Committee so long as one share of such class remains outstanding. The holders of Class D shares may elect up to four members and up to four alternates members. Under the bylaws, meetings of the Supervisory Committee may be called by any member. The meetings require the presence of all members and a majority vote of the members in order to make a decision. The members and alternate members of the Supervisory Committee are not members of our Board of Directors. The role of our Supervisory Committee is different from that of the Audit Committee. See “Item 6. Directors, Senior Management and Employees—Management of the Company—Board of Directors’ Committees—Audit Committee”. In 2025, the aggregate compensation paid to the members of the Supervisory Committee was Ps. 469.8 million.
As of the date of this annual report, the Supervisory Committee is composed of the following members:
Class of
shares
represented
Member
since
term (1)
Shares
in YPF
Raquel Inés Orozco
Juan Andrés Gelly y Obes
Santiago Carlos Lazzati
Vivian Haydeé Stenghele
Alejandro Poli
Alfredo Cayetano Cogorno
None
The members of the Supervisory Committee are appointed each fiscal year. Our shareholders, in the General Ordinary and Extraordinary and Special Class A and D Shareholders’ meeting held on April 30, 2025, appointed the members of the Supervisory Committee for the fiscal year ended December 31, 2025.
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Current position: Regular member of the Supervisory Committee of YPF S.A.
Experience: She is an officer of the Sindicatura General de la Nación (“SIGEN”). Additionally, she is a member of the supervisory committees of YPF Gas. She is a regular statutory auditor of Nación Servicios S.A. She is an alternate member of the supervisory committee of Correo Argentino S.A., Compañía Inversora en Transmisión Eléctrica S.A. and Empresa de Transporte de Energía Eléctrica por Distribución Troncal de la Provincia de Buenos Aires S.A. From April 2017 to April 2024, she was a regular member of the Supervisory Committee for the Class D shares of YPF S.A. and since April 2024 she is a regular member of the Supervisory Committee for the Class A shares of YPF S.A.
Education: She holds a law degree from Universidad de Buenos Aires, and specializes in corporate governance, social responsibility and social balance.
Experience: From 1979 to 1990, he worked as Administrative & Financial Manager for Cotmo - Rhein Schelde Handelsgesellschaft. In 1995, he was appointed statutory auditor of Aerolíneas Argentinas S.A., and from 1990 to 2008, he was partner of Otero, Cano & Asociados, Contadores y Consultores. From 2005 to 2012 he was appointed statutory auditor of YPF S.A. on behalf of the class D shares. Since 2008 to date, he has served as founding partner of Gelly y Obes & Asociados, Contadores y Consultores. From 2016 to date, he has served as the Statutory Auditor of Unidad de Auditoría Estatal of SADAIC (“Sociedad Argentina de Autores y Compositores de Música”).
Education: He is a Certified Public Accountant graduated from Universidad de Belgrano.
Experience: He served as consultant to the International Criminal Court located in The Hague, The Netherlands regarding the design of its organizational structure. From 2010 to 2013, he was an external member of the Audit Committee of said court. He served as Statutory Auditor of YPF S.A. from 2008 to 2012, and of Telefónica Group and Hoteles Sheraton de Argentina S.A.C. from 1993 to 2015. He was a partner of Arthur Andersen between 1974 and 1993, and between 2005 and 2015 he was Associate Director at Deloitte. He served as professor at Universidad de Buenos Aires, Universidad Católica Argentina and other training institutions. He conducted several seminars and conferences in Brazil, Chile, Colombia, Ecuador, Mexico, Peru, Uruguay, Venezuela, United States, Germany, Belgium, Spain, France, England, Italy, Portugal, Sweden, Switzerland and Turkey. Currently, he serves as managing partner at Lazzati Consultores y Formadores and is the director of the bachelor’s degree in business administration and management program at the School of Economics and Business of Universidad Nacional de San Martín. He is the author of numerous books and articles on business administration.
Education: He is a Certified Public Accountant graduated from Universidad de Buenos Aires.
Vivian Haydee Stenghele
Position: Alternate member of the Supervisory Committee of YPF S.A.
Experience: She is an officer of the SIGEN since 2010; specialized in the auditing of companies, corporations and entities (YPF S.A., Banco Macro S.A., Banco Hipotecario S.A., Nación Factoring S.A., Nucleoeléctrica Argentina S.A., Integración Energética Argentina S.A., Consultatio, S.A. San Miguel, IMPSA S.A., Transapelt S.A.U., Ingeniería y Computación S.A.U., Intercargo S.A.U., Radio y Televisión S.E., Tandanor S.A.C.I. y N., Banco de Inversión y Comercio Exterior S.A., EDENOR S.A., Fabricaciones Militares S.E.). She worked at the Banco Hipotecario S.A., as Manager of the Operations area and as Internal Audit Department leader between 1995 and 2008.
Education: She is a Certified Public Accountant graduated from Universidad de Buenos Aires.
Current position: Alternate member of the Supervisory Committee of YPF S.A.
Experience: From 1981 to 1988, he was Manager of the Audit Division at Pistrelli, Diaz y Asociados, correspondents of Arthur Andersen. From 1988 to 1993, he was Manager of Planning and Control Management at Banco Crédito Provincial. During 1994, he was Deputy Manager of Banco Austral. From 1995 to 1996, he was president of Commitment S.A., a business management consulting firm. From 1997 to 2010, he was appointed CEO of Hospital Británico de Buenos Aires. From 2010 to 2016, he served as CEO of the Instituto Cardiovascular de Buenos Aires. From 2018 to 2023, he was appointed Health Director of the Cámara de Especialidades Médicas. He was a member of the board of directors of several professional healthcare industry chambers, such as the Association of Private Clinics of the Argentine Republic. He currently works as an independent consultant.
Experience: From 1998 to 2003, he worked at the accounting firm Castro Huergo Contadores Públicos focusing on auditing and taxes. From 2003 to 2008, he worked as tax and audit manager for Otero, Cano & Asociados. From 1998 to date, he serves as statutory auditor of Aldea del Faldeo S.A. representing class A, B and C shares and as coordinating member of the shareholders’ committee.
To the knowledge of the Company, none of the members of the Supervisory Committee have family relationships with members of senior management or members of the Board of Directors.
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Our people
Attraction, retention and development
In terms of attraction, we used “job posting” as a resource to cover vacancies with internal staff, a practice that continued to consolidate. As a result, 59.5% of the vacant positions in 2025 in YPF S.A. were filled by internal candidates.
Regarding young employment, we also carried out our “Young Trainees Program” where we incorporated 39 professionals in YPF S.A. who graduated from different universities and locations around Argentina. As part of the training process, these professionals rotated through different areas during a nine-month period. Then, they were assigned to a specific position to continue their professional development in the Company.
We also carried out an internship program for undergraduate students in their final year of college. In 2025, 143 students from different universities and majors completed the 12-month program in different areas in YPF S.A. Others had the opportunity to participate in specific business projects developed under the guidance of Company’s professional tutors.
In order to continue strengthening our position as an employer of choice, we continue fortifying our employer brand strategy, which included various actions aimed at positioning and consolidating the Company in the talent market, carrying out initiatives such as presentations and talks at university fairs, conferences and events, sponsorships in different technical spaces, among others. Additionally, we actively participated in different national and international award programs that recognize best practices in talent management, culture, and organizational development, further enhancing our visibility and reputation in the market. In 2025, YPF obtained the “Top Employer Certification”, an international distinction that recognizes organizations achieving the highest standards in their People and Culture practices, highlighting that this achievement reflects the Company’s strong commitment to building a solid, positive, and people-centered work environment. Throughout 2025, we also maintained our position within the top 10 of several prestigious rankings, reflecting the sustained appreciation of our practices by independent institutions and reinforcing our reputation as an employer of choice. Moreover, we were recognized and awarded for several of our People and Culture practices in both local and international markets, including distinctions granted by institutions such as IAPG, Nubi, Brandon Hall, among others, highlighting the continued impact and excellence of our initiatives.
With respect to talent management, we held talent review sessions to assess the profile and potential of our staff, identifying individuals with high technical value, high potential, and successors for key roles, and defining tailored development plans based on this. Additionally, special monitoring was carried out on a group identified as top talent, a subgroup within the high-potential employees identified by each Vice Presidency, to ensure appropriate retention and development actions.
As one of people management goals is the retention of key people, we continuously monitor the voluntary rotation, which maintains levels below 3% in YPF S.A, below market reference.
In the learning and development field, in 2025, we focused on strengthening organizational and critical business capabilities, prioritizing cross-cutting skills such as productivity and innovation, data analytics and AI, and project management.
In 2025, we continued with our leadership development program, which consisted of training activities for leaders at different levels: supervisors, heads, managers, and new leaders, in which 1,990 leaders participated. Additionally, we supported business units in their business transformation with different leadership trainings, in which we focused on topics such as productivity, business oversight, and high-performance teams.
We also continued with “LIFE”, our female leadership program implemented in 2020, in which 227 talented women of YPF participated to foster critical skills for future expanded roles.
The 360° Feedback Evaluation was carried out once again, in which more than 950 leaders were evaluated, obtaining different perspectives regarding their role and leadership style.
We continued to develop technical capabilities in our critical disciplines, leveraging targeted learning initiatives and certifications through our internal program called “Expertise”. As of 2025, a new program was launched, consisting of accelerating the development in technical capabilities for young professionals by sponsoring their pursuit of Master of Science degrees at world class universities.
Nowadays, the digitization and virtualization of content is key. In this sense, in 2025 in YPF S.A. 75.3% of the training proposal was carried out remotely, 21.4% by e-learning and 53.9% virtually. We managed more than 375,000 hours of training for our staff, with an average of 36.2 hours of training per person.
Compensation and benefits
As part of its compensation management, YPF monitors reference markets with the aim of ensuring the competitiveness of its compensation and the internal equity of salaries, so that employees receive the same salary levels for the same position, seniority, experience and performance.
In addition to the salary, employees receive a variable performance bonus, which is a monetary incentive linked to the achievement of annual objectives, which are calculated based on goals and indicators set at the vice presidency and unit levels.
Since 2024, a variable compensation program based on the Company’s results (“CVR”) has been implemented, to be paid whenever these results are positive. In addition, in 2024, the Company adopted the “Value Generation Plan”, which is a long-term remuneration program for eligible members of management of YPF with the objective of incentivizing extraordinary results in the long term and retaining key employees.
Also, YPF has a share-based benefit plan, which promotes the retention of executives and key personnel through the granting of YPF S.A.’s shares. In 2025, 16.2% of the eligible employees had a long-term assignment.
For more information see Note 37 to the Audited Consolidated Financial Statements.
As part of our commitment to fostering a high-performance culture aligned with the Company’s strategic plan, YPF has implemented a comprehensive recognition system designed to acknowledge and reward the extra mile, innovation, and extraordinary achievements across the organization. This system includes programs such as: (i) YMile, which seeks to identify and recognize those employees who in their daily activity have contributed with their extra mile to creating value and strengthening the culture; (ii) Ynnovation, with the objective of acknowledging individuals whose ideas and innovative contributions, aligned with our value-creation priorities, drive positive results and support the ongoing evolution of the Company; and (iii) YChallenge, which highlights employees who made exceptional contributions to value creation and result achievements. During 2025, more than 1,800 employees were recognized under these programs.
In terms of benefits, the Company has set out to improve the wellness of its workers, through benefits such as medical plan, longer leaves for pregnant and non-pregnant caregivers, a savings and pension plan with co-participation of the Company, fuel discounts, co-financing graduate studies, among others.
Diversity and integration
We know that diversity not only contributes to creating a more representative workforce but also to building a more innovative, successful, and profitable company. We believe that YPF has to be a place where people with different stories and experiences contribute their talent and are part of a diverse team. We are on the way to that place and are committed to creating it.
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A diversity and inclusion perspective is integrated into the processes of recruitment, development, promotion, hiring of young professionals and internship admissions, talent review, succession plans and salary gap reviews. Every year, we set goals increasing the number of women in leadership positions, hiring new professionals, and implementing internships. Thanks to all the actions taken to promote gender diversity, in 2025, in YPF S.A, we achieved a level of women’s participation in leadership positions of 26.0%.
With the aim of accelerating integration in our Company, we have the Women’s Network and Young Professionals Network, which is composed of employees from different business areas who promote initiatives and goals aligned with our Company’s integration strategy and act as a facilitator to create a favorable context for inclusion. In addition, YPF, together with other companies in the oil and gas industry, has supported the deployment of the IAPG Industry Women’s Network, with the aim of creating a space for connection and the development of female talent for the oil and gas industry.
Employees
In January 2025, as part of the organizational evolution required to support the “YPF 4×4” plan, we implemented changes to our first-level organizational structure to strengthen our operational focus and long-term growth priorities. As part of this redesign, the Gas and Power Vice Presidency was reformulated into the LNG and Integrated Gas Vice Presidency, reflecting the increasing relevance of the LNG business and the need for a more integrated management of the natural gas value chain. Additionally, the Company created the New Energies Vice Presidency, a new organizational pillar aimed at developing emerging energy solutions, promoting technological innovation, and expanding YPF’s role in the energy transition. For further information see “Item 6. Directors, Senior Management and Employees—Management of the Company—Senior Management”.
Our total workforce consists of permanent and temporary employees.
The following table provides, for each of the periods indicated, a breakdown of our employees by business segment:
Business segment
New Energies (1)
Central Administration and Others (2)
Total YPF employees
Total permanent employees
Total temporary employees
Includes 1,033, 1,099 and 1,098 employees of Metrogas and its subsidiaries as of December 31, 2025, 2024 and 2023, respectively.
Includes 7,768, 9,436 and 8,799 employees of AESA as of December 31, 2025, 2024 and 2023, respectively.
In 2025, the most significant variations are explained by: (i) a decrease of 1,668 employees at AESA, due to finalization of the engineering projects of its construction business unit and the optimization plan of the conventional upstream portfolio related to mature fields; (ii) a decrease of 959 due to the optimization plan of the conventional upstream portfolio; and (iii) a decrease of 1,139 employees due to rightsizing in service stations, refineries and corporate functions. See “Item 4. Information on the Company—Business organization—Upstream—Exploration & Development activities—Argentina—Development activities—Conventional activities—Optimization plan of the conventional upstream portfolio”.
In 2019, YPF began a process of incorporating contracted personnel with functions inherent to its operations into its own workforce in order to reduce costs and improve productivity, increasing the number of employees but reducing more than 50% the number of contracted personnel and associated costs.
The following table provides, for each of the periods indicated, a breakdown of our employees by geographic location:
Labor relations
As of December 31, 2025, 64.1% of our employees were unionized. Additionally, 38.8% of our employees were represented by the SUPeH Federation that negotiates labor agreements and salaries applicable to YPF S.A. and OPESSA unionized employees. The SUPeH is in continuous negotiations with us, and we maintain a good level of communication. In general, requests of labor unions in connection with the oil and gas industry were consistent with general wage increases given by the General Unions Confederation.
In addition, labor conditions and salaries of third-party employees are mainly represented by 16 other unions. As of December 31, 2025, 61.9% of third-party employees (mostly in the Upstream business segment) were represented by 9 unions with whom we negotiate directly labor agreements and salaries. These unions are clustered into four groups: (i) Petroleros Privados, which consists mainly of five unions; (ii) Personal Jerárquico, which consists of three unions; (iii) SUPeH; and (iv) UOCRA Petroleros. The remaining 38.1% of third-party employees are represented by unions with whom we have indirect relations.
During 2025, the Company negotiated strategic agreements with labor unions in connection with the implementation of the optimization plan of the conventional upstream portfolio related to mature fields, which allowed us to avoid union and/or social conflicts and meet the timelines set within our “YPF 4×4” plan. In addition, continuity was ensured in the implementation of the agreements signed in 2024 with labor unions in the Mendoza, Neuquén, Chubut, and Santa Cruz Provinces, related to drilling-rigs stand-by arrangements and the reduction of activity levels.
See “Item 3. Key information—Risk Factors—Risks relating to our business—We may fail to execute in whole or in part our optimization plan of the conventional upstream portfolio”, “Item 4. Information on the Company—Business Strategy—Strategic pillars: “YPF 4×4””, “Item 4. Information on the Company—Business organization—Upstream—Exploration & Development activities—Argentina—Development activities—Conventional activities—Optimization plan of the conventional upstream portfolio” and Note 11.a) to the Audited Consolidated Financial Statements).
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The Expropriation Law significantly changed our shareholding structure. See “Item 3. Key information—Risk factors—Risks relating to Argentina—The Argentine Republic owns 51% of the shares of YPF S.A.”. Additionally, see “Item 4. Information on the Company—History and development of YPF S.A.” for a description of the agreement between Repsol and the Argentine Republic relating to the compensation for the expropriation of 51% of the share capital of YPF S.A. owned, directly or indirectly, by Repsol.
The following table sets forth information regarding ownership of our capital stock as of March 9, 2026:
Shareholders Class D
Argentine National State - Ministry of Economy - SE (1)
Floating:
FGS ANSES (2)
Others (3)
Shareholders Class A
Argentine National State - Ministry of Economy - SE
Shareholders Class B
Argentine provincial governments
Shareholders Class C
Employee fund (4)
The Expropriation Law provided for the expropriation of 51% of the share capital of YPF S.A. represented by an identical stake of Class D shares owned, directly or indirectly, by Repsol. See “Item 4. Information on the Company—History and development of YPF S.A.”.
Fondo de Garantía de Sustentabilidad de la Administración Nacional de la Seguridad Social (Sustainability Guarantee Fund of the National Social Security Administration, “FGS ANSES”), according to data provided by Caja de Valores S.A. (“Caja de Valores”) as of March 9, 2026.
According to data provided by The Bank of New York Mellon, as of March 9, 2026, there were 97,071,609 ADSs outstanding and 30 ADR holders on record. Such ADRs represented 24.7% of the total number of issued and outstanding Class D shares as of such date. Since some of these ADRs are held by nominees, the number of record holders may not be representative of the number of beneficial owners. In addition, as of March 9, 2026, there were 63,979,330 Class D Shares issued and outstanding that are traded on BYMA.
Participated Ownership Program (“Programa de Propiedad Participada” or “PPP”) established by the Argentine government in the privatization process in 1991.
As of March 9, 2026, other than those disclosed above, there are no persons known to us that beneficially owned more than 5% of our shares, including shares held in the form of ADSs.
Related party transactions
All material transactions and balances with related parties as of December 31, 2025, are set forth in Note 36 to the Audited Consolidated Financial Statements.
The main related party transactions were sales of products to certain joint ventures and associates, and purchases of services and products that we do not produce ourselves from certain joint ventures and associates.
In addition, the Argentine Republic owns 51% of the shares of YPF S.A. (see “Item 4. Information on the Company—History and development of YPF S.A.”). Consequently, and in addition to transactions mentioned in the paragraph above, we also inform the agreements with the Argentine federal government as well as with certain agencies, institutions or companies with state participation.
In addition, see Note 2.b.11) to the Audited Consolidated Financial Statements regarding our long-term share compensation plans and other plans offered to certain personnel.
For a table including the main entities of our organizational structure, including details on our interests in our principal affiliates, see Note 1 to the Audited Consolidated Financial Statements.
Argentine law concerning related party transactions
Articles 72 and 73 of the Capital Markets Law provide that before a company whose shares are listed in Argentina (“Issuer”) may enter into an act or contract involving a “significant amount” with a “related party” or “related parties”, the Issuer must obtain approval from its board of directors, and obtain an opinion, prior to such board approval, from its audit committee or from two independent valuation firms that states that the terms of the transaction may reasonably be deemed consistent with those that could be obtained on an arm’s-length basis.
For the purpose of Article 72 of the Capital Markets Law and the CNV Rules, “significant amount” means an amount that exceeds 1% of the Issuer’s shareholders equity as reflected in the latest approved financial statements. For purposes of Articles 72 and 73 of the Capital Markets Law, “related party” means, in relation to the Issuer, (i) its directors, members of the supervisory committee or of the surveillance committee, as well as its general or special managers appointed in accordance with Article 270 of the Argentine General Corporations Law; (ii) the persons or entities that control or hold a “significant participation” (as regulated by the CNV) in the Issuer or in its controlling shareholder; (iii) any other company under common control of the same controlling company; (iv) ascendants, descendants, spouses or siblings of the persons mentioned in (i) and (ii); or (v) companies in which the persons referred to in (i) to (iv) hold directly or indirectly “significant participations”.
As long as it is not included in items (i) to (v) above, a company controlled by the Issuer shall not be considered a “related party” with regards to Article 72 of the Capital Markets Law.
For the purposes of Article 72 of the Capital Markets Law, and pursuant to the CNV Rules the term “significant participation” shall be deemed to refer to such persons that hold an interest of at least 15% of the capital stock, or a lesser amount when they have the right to appoint one or more directors by class of shares or that have together with other shareholders, agreements related to the Argentine government and administration of the relevant company or its controlling shareholder.
The acts or contracts referred to above, immediately after being approved by the board of directors, shall be disclosed to the CNV, making express indication of the audit committee and/or independent valuation firms’ opinions, as the case may be. Additionally, on the business day following the day the transaction was approved by the board of directors, the audit committee or the independent valuation firms’ opinions, as the case may be, shall be made available to the shareholders at the Issuer’s principal executive offices. This shall also be informed to the shareholders by a publication in the market’s bulletin.
If the Audit Committee and/or the two independent valuation firms do not consider that the transaction is on arm’s-length terms, approval must be obtained at YPF S.A.’s shareholders’ meeting, prior to the transaction.
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Financial statements
See “Item 18. Financial statements” for our Audited Consolidated Financial Statements.
Legal proceedings
The descriptions of the legal proceedings in Notes 17 and 33.b) to the Audited Consolidated Financial Statements are incorporated herein by reference.
Dividend policy
See “Item 10. Additional information—Dividends”.
Significant changes
From December 31, 2025, through the date of issuance of the Audited Consolidated Financial Statements on February 26, 2026, there have been no significant changes regarding the Company other than as described in Note 38 to the Audited Consolidated Financial Statements. As of the date of this annual report, there were no significant changes regarding the Company since the date of issuance of the Audited Consolidated Financial Statements.
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Shares and ADSs
New York Stock Exchange
The ADSs, each representing one Class D share, are listed on the NYSE under the trading symbol “YPF”. The ADSs began trading on the NYSE on June 28, 1993, and have been issued by The Bank of New York Mellon, as depositary (“Depositary”).
According to data provided by The Bank of New York Mellon, as of March 9, 2026, there were 97,071,609 ADSs outstanding and 30 ADR holders on record. Such ADRs represented 24.7% of the total number of issued and outstanding Class D shares as of such date, 24.3% of the total number of issued and outstanding Class D shares trade in BYMA, which is the largest stock market in Argentina and has been authorized by the CNV to delegate certain functions to the BASE. Trading on BYMA is conducted either through the traditional auction system from 10.30 a.m. to 5 p.m. (Buenos Aires time) on trading days, or through Millennium, which allows electronic negotiation with automatic execution of transactions. Currently, all transactions relating to listed securities can be executed through Millennium.
Market information
Price of our ADSs
Highest
Lowest
Last price of the year (closing)
Argentine Securities Market
The principal market for the Company’s ordinary shares, listed under the trading symbol “YPFD”, is BYMA.
Historically, Argentina’s securities market comprised five stock exchanges, located in the Buenos Aires, Córdoba, Mendoza, Rosario and Santa Fe cities, which were authorized to quote publicly offered securities. With the enactment and enforcement of the Capital Markets Law and its regulatory decrees, along with the CNV Rules, mandated that securities could only be listed and traded on stock markets authorized by the CNV.
The Buenos Aires Stock Exchange (the “BASE”), established in 1854, was the principal stock exchange in Argentina, being the primary market where the Company´s ordinary shares were first listed under the trading symbol “YPFD”. Its exchange functions were absorbed by the S&P MERVAL, a stock market authorized by the CNV. An agreement between S&P MERVAL and BASE, approved by the CNV, delegated certain functions to BASE, including listing authorization, arbitration courts and public information bulletins.
On December 29, 2016, the CNV approved the creation of BYMA as a new stock market. BYMA emerged from the spin-off of the S&P MERVAL and the capital contribution of the BASE. Also, the BASE and the S&P MERVAL decided to transfer their entire shareholding in the Stock Exchange Incorporated (Caja de Valores) to BYMA. Consequently, BYMA became the major shareholder of the Stock Exchange Incorporated, an internationally recognized central securities depository. As of the date of this annual report and as a result of the beforementioned, the Company´s ordinary shares are currently listed in BYMA under the trading symbol “YPFD”. The Argentine securities market is regulated by the CNV under the Capital Markets Law, which oversees securities exchanges, stockbroker transactions, market operations, public offerings, corporate governance of public companies and trading of futures and options. Separate government agencies regulate Argentine institutional investors and insurance companies, while financial institutions are primarily regulated by the BCRA.
In Argentina, debt and equity securities traded on an exchange or over-the-counter market must be deposited with an authorized depositary, Caja de Valores, a corporation owned 99.96% by BYMA. Caja de Valores is the central securities depositary of Argentina, providing central depositary facilities clearinghouse services, and acting as a transfer and paying agent for securities transactions. It also handles the settlement of securities transactions carried out by BYMA, operating through Millennium.
The Capital Markets Law includes several key provisions defining negotiable securities, corporate governance requirements (including audit committees composed of three or more members of the board of directors, the majority of whom must be independent members under the CNV Rules; regulations for market stabilization; insider trading; market manipulation; securities fraud; going-private transactions; and acquisitions of voting shares). It also includes provisions regarding the demutualization of stock exchanges, new regulatory powers and resources for the CNV, a mandatory tender offer system, and new requirements for brokers/dealers and other market participants. These provisions are regulated by the CNV Rules. Before offering securities to the public in Argentina, issuers must meet CNV requirements regarding assets, operating history, and management. Only securities approved for a public offering by the CNV may be listed on authorized markets. CNV approval does not certify the quality of securities or issuer solvency, although issuers must file unaudited quarterly financial statements, audited annual financial statements in accordance with IFRS, and various periodic reports to the CNV and the authorized market.
Admission to BYMA’s Corporate Governance Plus Panel
YPF S.A. is a member of BYMA’s “Corporate Governance Plus Panel” (“CG+Panel”) created in December 2018.
The CG+Panel includes companies that voluntarily adhere to higher standards of corporate governance and transparency than those required by Argentine regulations. These standards align with the Organization for Economic Co-operation and Development (“OECD”)´s corporate governance principles, adopted by the G20, and companies commit to periodic monitoring of these standards.
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Anti-money laundering and counter terrorism financing regulations
Law No. 25,246/2000, as amended, the Anti-Money Laundering and Terrorism Financing Regime (“AML/CFT Regime”), categorizes money laundering as an autonomous crime against the economic and financial order, separate from the crime of concealment, which is an offense against the public administration, and allowed for sanctions for money laundering that are not necessarily linked to the participation in the crime that originated the funds subject to such money laundering.
Law No. 27,739/2024, as amended, introduced amendments to the Criminal Code and reformed the system for the prevention of money laundering, financing of terrorism and proliferation of weapons of mass destruction. These amendments broaden the criminal classification of money laundering to include activities such as converting, transferring, administering, selling, encumbering, acquiring, dissimulating or otherwise circulating goods or other assets derived from criminal offenses.
The Financial Information Unit (“UIF”, for its acronym in Spanish) is the designated authority to enforce the AML/CFT Regime and a decentralized agency that operates with autonomy and financial independency under the Ministry of Justice. The UIF is empowered to receive and request reports, documents, background and any other information deemed useful to fulfill its duties from any public entity, whether federal, provincial or municipal, and from individuals or public or private entities, all of which entities must furnish such information in accordance with AML/CFT Regime. Whenever the information furnished, or analyses performed by the UIF show the existence of sufficient evidence to suspect that a money laundering or terrorist financing crime has been committed, the UIF shall transmit such evidence to the Government Attorney’s Office (“Ministerio Público Fiscal”) so that it may start the relevant criminal action, and the UIF may appear as an accusing party to such proceedings.
The AML/CFT Regime, in line with international AML/CFT standards, not only designates the UIF as the agency in charge of preventing money laundering and terrorism financing but also establishes certain obligations to various public and private sector entities and individuals, which are designated as Reporting Subjects (“Sujetos Obligados”), which are legally bound to inform and collaborate with the UIF.
Pursuant to Decree No. 360/2016, as amended, the Argentine government created the National Coordination Program for Combating Money Laundering and Terrorist Financing within the purview of the Ministry of Justice. Its purpose is to rearrange, coordinate and strengthen the anti-money laundering and anti-terrorist financing system at the national level, in light of the actual risks that could impact Argentine territory and the global requirements to be met under the scope of the obligations and international recommendations of the United Nations and FATF standards.
Law No. 27,739/2024 provides that the Argentine tax administration (Agencia de Recaudación y Control Aduanero or “ARCA”) will centralize, as enforcement authority, in a Public Registry of Beneficial Owners, the adequate, accurate and updated information regarding those individuals who qualify as “beneficial owners” (as defined below) according to the AML/CFT Regime. All companies, legal entities, or other contractual entities or legal structures, incorporated in Argentina or of foreign origin that carry out activities in the country and/or own goods and/or assets located and/or placed in the country, must inform their beneficial owner/s, for inclusion in such Public Registry. This disclosure must adhere to the terms and conditions established by the enforcement authority, within the terms set forth in the law and in the regulatory rules, within 60 days as from the entry into force of such law.
The UIF Resolution No. 112/2021 defines “beneficial owner” as the human person(s) who owns at least 10% of the capital or voting rights of a legal person, a trust, an investment fund, an affectation patrimony and/or any other legal structure; and/or the human person/s who by other means exercises the final control of the company.
The UIF sets forth the list of people who should be considered politically exposed persons in Argentina, which also considers the functions they perform or have performed, as well as its closeness or affinity relationship with third parties that perform or have performed in such functions.
Within the capital markets framework, there are minimum requirements related to identifying, evaluating, monitoring, administrating and mitigating money laundering and terrorism financing risk applicable to Reporting Subjects.
The BCRA and the CNV, among others, are considered “Specific Enforcement Agencies”. As such, they must cooperate with the UIF in assessing compliance with the anti-money laundering procedures of such entities and, if necessary, implement certain corrective actions and measures.
Law No. 27,401 on corporate criminal liability
On November 8, 2017, the Argentine Congress enacted legislation establishing the criminal liability regime applicable to private legal entities, state-owned or not (“Corporate Criminal Liability Law”). The Corporate Criminal Liability Law applies to private legal entities for the crimes of national and transnational bribery and influence peddling, transactions that are incompatible with the exercise of public offices, and illegal exaction committed by public officials, among others.
Entities are liable for those crimes carried out directly or indirectly, with their intervention or in their name, interest or benefit. An entity is also liable for the acts of others if a third-party, without any capacity, acted in the benefit or interest of such entity, provided that the entity has ratified the acts of the third party, even implicitly.
In the event of transformation, merger, absorption, spin-off or any other corporate restructuring, an entity’s responsibility will be transferred to the resulting or absorbing entity.
The Corporate Criminal Liability Law also provides that an entity may be convicted even if the individual involved could not be identified or judged, provided that the circumstances of the case confirm that the crime could not have been committed without the acquiescence of such entity.
The penalties that could be applicable to entities include fines, total or partial suspension of business activities of up to ten years, suspension from participating in public bids or tenders for the execution of public works or services, dissolution and winding up of the legal entity under certain circumstances, loss or suspension of government benefits, among others.
Penalties can be graduated by judges, who will contemplate compliance with internal rules and procedures, the number and hierarchy of the officials, employees and collaborators involved, the lack of surveillance, the extent of damage caused, the amount of money involved, the willingness to reduce or repair the damage and recidivism.
An entity will be exempted from penalties and administrative liability if it has: (i) self-reported an offense under the Corporate Criminal Liability Law; (ii) implemented, prior to the fact under prosecution, an adequate monitoring and supervision system, pursuant to the risks of its activity, dimension and economic capacity (a compliance program); and (iii) returned the undue benefit obtained.
The Public Prosecutor’s Office and the relevant entity may enter into an effective collaboration agreement, whereby the latter undertakes to cooperate by disclosing data or information for the clarification of the facts, the identification of the participants and/or the recovery of the assets or profits proceeding from the crime, as well as to comply with the other conditions established by the Corporate Criminal Liability Law.
The Corporate Criminal Liability Law establishes the desirable content of a compliance program, providing the mandatory requirements for those entities entering into certain agreements with the Argentine government. Compliance programs shall include a set of internal actions, mechanisms and procedures to promote integrity, supervision and control aimed at preventing, detecting and correcting irregularities and unlawful acts under this law.
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Capital stock
Our capital stock consists of Ps. 3,933,127,930, divided into 3,764 Class A shares, 7,624 Class B shares, 40,422 Class C shares and 393,260,983 Class D shares, each fully subscribed, paid-in and authorized for stock exchange listing, with a par value of Ps. 10 per share and the right to one vote per share. Our total capital stock has not changed since December 31, 2004. No preferred shares have been issued by YPF S.A. as of the date of this annual report.
Class C shares
As a result of the transactions carried out according to the Privatization Law, the Argentine government’s ownership percentage of our capital stock was reduced from 100% to 30%, including shares that had been set aside to be offered to our employees upon establishment of the terms and conditions by the Argentine government in accordance with Argentine law. The shares set aside to be offered to employees represented 10% of our outstanding capital stock.
In July 1997, the Class C shares set aside for the benefit of our employees in conjunction with the Privatization Law, excluding 1.5 million Class C shares set aside as a reserve against potential claims, were sold through a global public offering, increasing the percentage of our outstanding shares of capital stock held by the public to 75%. Proceeds from the transactions were used to cancel debt related to the PPP, with the remainder distributed to participants in such plan. Additionally, Resolution No. 1,023/2006 of the Ministry of Economy effected the transfer to the employees covered by the PPP of 1,117,717 Class C shares, corresponding to the Class C shares set aside as a reserve against potential claims, and reserving 357,987 Class C shares until a decision was reached in a pending lawsuit. Subsequently, with a final decision having been reached in the lawsuit, and consistent with the mechanism of conversion of Class C shares into Class D shares established by Decree No. 628/1997 and its accompanying rules, as of December 31, 2009, 1,447,983 Class C shares had been converted into Class D shares. Through Law No. 25,471/2001, the Argentine government assumed sole responsibility for any compensation to be received by YPF S.A.’s former employees who were excluded from the PPP.
See Note 31 to the Audited Consolidated Financial Statements and “Item 4. Information on the Company—History and development of YPF S.A.”.
Memorandum and articles of association
YPF S.A.’s bylaws were registered on February 5, 1991, under No. 404 of the Book of Corporations 108, volume “A” of the Public Registry of Commerce of the Autonomous City of Buenos Aires, in charge of the IGJ; and which amended bylaws were approved by National Executive Decree No. 1,106/1993, and approved by YPF S.A.’s shareholders’ meeting held on June 11, 1993, and notarized by public deed No. 175, dated June 15, 1993, at the National Notary Public Office, sheet 801 of the National Registry and registered at the Public Registry of Commerce of the Autonomous City of Buenos Aires, in charge of the IGJ on June 15, 1993, under No. 5,109 of the Book of Corporations 113, volume “A”.
At the shareholders’ meeting held on January 26, 2024, YPF S.A.’s shareholders approved an amendment to YPF S.A.’s bylaws, unifying the functions of the Chair of the Board of Directors and the CEO. On March 15, 2024, this amendment was registered in the Public Registry of Autonomous City of Buenos Aires in charge of the IGJ.
Corporate purpose
Pursuant to Section 4 of our bylaws, the corporate purpose of YPF S.A. is to perform, on its own, through or in association with third parties, the survey, exploration and exploitation of liquid and/or gaseous hydrocarbon fields and other minerals; the industrialization, transportation and commercialization of these products and their direct or indirect by-products, including petrochemical products, chemical products, whether derived from hydrocarbons or not, and non-fossil fuels, biofuels and their components; the generation of electrical energy through the use of hydrocarbons; among others.
For this purpose, YPF S.A. shall be entitled to manufacture, use, purchase, sell, exchange, import and export the said products and/or by-products and to carry out any other activity complementary to its industrial and commercial business or any activity which may be necessary to attain its corporate purpose. To better achieve these purposes, YPF S.A. may set up, become associated with or have an interest in any public or private entity domiciled in Argentina or abroad, within the limits set forth in our bylaws.
For a detailed description of YPF S.A.’s corporate purpose, see “Legal information—Main business of the Company” section to the Audited Consolidated Financial Statements.
Directors
Our business and affairs are managed by the Board of Directors in accordance with our bylaws and the Argentine General Corporations Law. Our bylaws provide for a Board of Directors of 11 to 21 regular members (“directors”), and up to an equal number of alternate directors (“alternates”).
Alternates are elected by the shareholders to replace directors appointed by the same class of shares who are absent from meetings or who are unable to exercise their duties, prior acceptance by the Board of Directors of the cause of absence or inability when they are transitory. Alternates have the responsibilities, duties and powers of directors only if and to the extent they are called upon to attend board meetings and as long as they perform duties of a director.
According to our bylaws and the Argentine General Corporations Law, shareholders elect the directors by majority vote by class of actions in shareholders’ meetings. In accordance with our bylaws, the Argentine government, as sole holder of Class A shares, is entitled to elect one director and one alternate.
The Supervisory Committee may elect directors in case of vacancies, in accordance with our bylaws and the Argentine General Corporations Law. In these cases, a member of the Supervisory Committee elected by the Class A shareholder, after consulting with the shareholder, may elect a director of the same class. The members of the Supervisory Committee elected by the Class D shareholders may elect directors of that same class.
Directors are appointed to serve for an office term of 1 to 3 fiscal years, as determined by each shareholders’ meeting. If elected by the Supervisory Committee, directors hold office until the election of directors at the following shareholders’ meeting. The election of the members of the Board of Directors is not staggered.
Under the Argentine General Corporations Law, a majority of our directors must be residents of Argentina. All directors must establish a legal domicile in Argentina for service of notices in connection with their duties.
The Argentine General Corporations Law and our bylaws require the Board of Directors to meet at least once every quarter in person or remotely (by video conference), and an absolute majority of directors (including both those present and participating remotely) is required in order to constitute a quorum. If a quorum is not met one hour after the start time set for the meeting, the Chair or its substitute may invite alternates of the same class as that of the absent directors to join the meeting until the quorum is reached or call a meeting for another day. Resolutions must be adopted by a majority of the directors present or participating remotely, and the Chair or their substitute is entitled to cast the deciding vote in the event of a tie.
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Under the Capital Markets Law, the board of directors of the issuing entities may hold remote meetings provided it is expressly authorized by their bylaws. Likewise, pursuant to Article 29, Section II, Chapter II, Title II and Article 49, Section X, Chapter III, Title II of the CNV Rules, the issuing entities may celebrate remote meetings of the governing and supervisory bodies, respectively, provided such possibility has been expressly authorized in their bylaws. The bylaws of YPF S.A. contemplate the possibility of holding remote meetings by the shareholders, the Board of Directors, the Audit and the Supervisory Committee. The Board of Directors’ Committees can also hold remote meetings according to the applicable rules.
Our directors are not required to hold any shares in YPF S.A., and there is no age limit for the retirement of our directors.
According to our bylaws, the Board of Directors shall have wide powers to organize, conduct and manage the affairs of the YPF S.A. Specifically, it is empowered to approve the annual budget, expenditure and investment estimates, the necessary borrowing levels and the annual business plan of YPF S.A.
For information regarding the directors’ duties and liabilities see “Item 6. Directors, Senior Management and Employees—Management of the Company—Board of Directors—Board of Directors’ practices”.
For information regarding the directors’ power to vote compensation to themselves or any members of the Board of Directors see “Item 6. Directors, Senior Management and Employees—Management of the Company—Board of Directors—Compensation of members of our Board of Directors”.
Shareholders’ meetings
Pursuant to the Argentine General Corporations Law, the Board of Directors or the Supervisory Committee shall call either annual ordinary or extraordinary shareholders’ meetings in the cases provided by law and whenever they consider appropriate. Shareholders representing not less than 5% of the capital stock of YPF S.A. may also request that a shareholders’ meeting be called, in which case the meeting must be held within 40 days of such shareholders’ request. If the Board of Directors or the Supervisory Committee fail to call a meeting following such a request, a meeting may be ordered by the CNV or by the courts. The holding and notices of YPF S.A.’s Shareholders’ meetings shall be carried out in accordance with the provisions of the Argentine General Corporations Law and Chapter II, Title II of the CNV Rules.
Shareholders’ meetings may be ordinary meetings or extraordinary meetings. An ordinary meeting of shareholders shall be held within 4 months of the closing of each fiscal year to consider the matters specified in Article 234 of the Argentine General Corporations Law, such as the consideration of our financial statements, allocation of net profit for such fiscal year, consideration of the reports of the Board of Directors and of the Supervisory Committee, consideration of the performance and determination of the remuneration of directors and members of the Supervisory Committee. In addition, pursuant to the Capital Markets Law, at ordinary shareholders’ meetings, shareholders must consider (i) the disposition of, or creation of, any lien over, all or a substantial part of the assets of YPF S.A. as long as such decision has not been performed in the ordinary course of business, and (ii) the execution of administration or management agreements and whether to approve any agreement by virtue of which the assets or services provided to YPF S.A. are paid partially or totally with a percentage of the income, results or earnings of YPF S.A., if the payment is material when measured against the volume of the ordinary course of business and our shareholders’ equity. Other matters which may be considered at an ordinary shareholders’ meeting convened and held at any time include the liability of directors and members of the Supervisory Committee, capital increases and the issuance of certain notes. Extraordinary shareholders’ meetings may be called at any time to consider matters beyond the authority of an ordinary meeting including, without limitation, the amendment of our bylaws, issuance of debentures, early dissolution, merger, spin-off, reduction of capital stock and redemption of shares, transformation from one type of entity to another and limitation or suspension of shareholders’ preemptive rights.
Notices of shareholders’ meetings
Notice of shareholders’ meetings must be published in the Official Gazette of the Argentine Republic, and in an Argentine newspaper of wide circulation for 5 days and in the bulletin of the BASE, at least 20 but not more than 45 calendar days prior to the date on which the meeting is to be held. Such notice must include information regarding the type of meeting to be held, the date, time and place of such meeting, the agenda, and the specific requirements shareholders must meet to attend the meeting. If a quorum is not available at such meeting, a notice for a meeting on second call, which must be held within 30 days of the date on which the first meeting was called, must be published for 3 days, at least 8 days before the date of the meeting on second call. Shareholders’ meetings may be called simultaneously on first and second in the same notice, only in the case of ordinary meetings. Shareholders’ meetings may be validly held (with an interval of at least one hour from the hour for the first call) without publication of the call if all the shares of the outstanding share capital of YPF S.A. are present in the meeting and resolutions are adopted by unanimous vote of the shares entitled to vote. The holding and notices of YPF S.A.’s Shareholders’ meetings shall be carried out in accordance with the provisions of the Argentine General Corporations Law and Chapter II, Title II of the CNV Rules.
Quorum and voting requirements
Except as described below, the quorum for ordinary meetings of shareholders on first call is a majority of the shares entitled to vote, and action may be taken by the affirmative vote of an absolute majority of the shares present that are entitled to vote on such action. In case of a meeting on second call (provided that the quorum is not available at the first meeting) quorum is of whichever number of shares present in the meeting. Action may be taken by the holders of an absolute majority of votes present that may be issued. The quorum for an extraordinary shareholders’ meeting on first call is 60% of the shares entitled to vote and pursuant to our bylaws if such quorum is not available, a meeting on second call may be held, with the presence of any number of shares entitled to vote. In both cases, action may be taken by the holders of an absolute majority of the votes present.
Our bylaws establish that in order to approve (i) the transfer of our domicile outside Argentina; (ii) a fundamental change of the corporate purpose set forth in our bylaws; (iii) delisting of our shares from BYMA or NYSE; and (iv) a spin-off by YPF S.A., when as a result of such spin-off 25% or more of our assets are transferred to the resulting corporations, even in case that such result is reached by several spin-offs during a one-year term, a majority of the shares representing at least 75% of our voting shares is required, either in first and second call, and the affirmative vote of the Class A shares, by holding a special meeting of the holders of such shares.
Our bylaws also establish that in order to approve (i) certain amendments to our bylaws concerning transfer of shares and tender offers; (ii) the granting of certain guarantees in favor of our shareholders, except when the guarantee and the guaranteed obligation were assumed while procuring the corporate purpose set forth in our bylaws; (iii) total cessation of refining, commercialization and distribution activities; and (iv) rules regarding appointment, election and number of members of our Board of Directors, a majority of the shares representing 66% or more of our voting shares is required, either in first and second call.
For information about voting rights of our shares, see “Item 10. Additional information—Voting”.
To affect the rights of any class of shares, the affirmative vote of such class of shares, voting at a special meeting of the holders of such shares, is required.
A special majority is required to amend any rule provided by the bylaws of YPF S.A. in which such same special majority is required.
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Conditions of admission
In order to attend the meeting, shareholders must deposit their shares, or a certificate representing book-entry shares issued by a bank, clearing house or depository trust company, with us. This certificate will allow each shareholder to be registered in the attendance book which closes 3 business days before the date on which the meeting will be held. Shares certified and registered in the attendance book may not be disposed of before the meeting is held unless the corresponding deposit is cancelled.
For information about requirements for the exercise of foreign companies voting rights see “Item 10. Additional information—Preemptive and accretion rights”.
According to Article 62 bis of the Capital Markets Law and to Article 26, Section I, Chapter II, Title II of the CNV Rules, foreign companies that are shareholders of publicly traded corporations such as YPF S.A. may participate and vote in shareholders’ meetings through a duly authorized attorney in fact.
Directors, members of the Supervisory Committee and members of the Senior Management are both entitled and required to attend all shareholders’ meetings. These persons may only exercise voting power to the extent they have been previously registered as shareholders, in accordance with the provisions described in this section “Conditions of admission”. Nevertheless, these persons are not allowed to vote on resolutions regarding the approval of their management duties, their responsibility or removal for cause.
A shareholder who has a conflict of interest with YPF S.A. and who does not abstain from voting may be liable for damages to YPF S.A., but only if without such shareholder’s vote the majority required to validly adopt the relevant resolution would not be reached. Furthermore, shareholders who willfully or negligently vote in favor of a resolution that is subsequently declared void by a court as contrary to the law, our bylaws or its internal regulation, may be held jointly and severally liable for damages to YPF S.A. or to other third parties, including shareholders.
Preemptive and accretion rights
Except as described below, in the event of a capital increase, a holder of existing shares of a given class has a preferential right to subscribe a number of shares of the same class sufficient to maintain the holder’s existing proportionate holding of shares of that class. Preemptive rights also apply to issuances of convertible securities, but the shareholders of the issuer shall not have preemptive rights in relation to the shares issued to attend conversion requests of such securities.
Pursuant to the Argentine General Corporations Law, in exceptional cases and on a case-by-case basis when required for the best interest of YPF S.A., the shareholders at an extraordinary meeting with a special majority may decide to limit or suspend shareholders’ preemptive rights, provided that such limitation or suspension of the shareholders’ preemptive rights is included in the agenda of the meeting and the shares to be issued are paid in kind or are issued to cancel preexisting obligations.
Under its bylaws, YPF S.A. may only issue securities that are convertible into Class D shares, and the issuance of any such convertible securities must be approved by a special meeting of the holders of Class D shares.
Holders of ADSs may not be able to exercise the preemptive or accretion rights relating to the shares underlying the ADSs unless a registration statement under the U.S. Securities Act is effective with respect to those rights or an exemption from the registration requirements of the U.S. Securities Act is available (see “Item 3. Key information—Risk factors—Risks relating to our Class D shares and ADSs—You may be unable to exercise preemptive, accretion or other rights with respect to the Class D shares underlying your ADSs”).
Preemptive rights are exercisable during the 30 days following the last publication of notice (which shall be made for 3 days) informing shareholders of their right to exercise such preemptive rights in the Official Gazette of the Argentine Republic and in an Argentine newspaper of wide circulation. Pursuant to the Argentine General Corporations Law, if authorized by an extraordinary shareholders’ meeting, companies authorized to make public offering of their securities, such as YPF S.A., may shorten the period during which preemptive rights may be exercised from 30 to 10 days following the last publication of notice of the offering to the shareholders to exercise preemptive rights in the Official Gazette of the Argentine Republic and a newspaper of wide circulation in Argentina. Pursuant to our bylaws, the terms and conditions on which preemptive rights may be exercised with respect to Class C shares may be more favorable than those applicable to Class A, Class B and Class D shares.
Shareholders who have exercised their preemptive rights have the right to exercise accretion rights, in proportion to their respective ownership, with respect to any non-preempted shares, in accordance with the following procedure:
Any non-preempted Class A shares will be converted into Class D shares and offered to holders of Class D shares that exercised preemptive rights and indicated their intention to exercise preemptive rights with respect to non-preempted Class A shares.
Any non-preempted Class B shares will be assigned to those provinces that exercised preemptive rights and indicated their intention to exercise accretion rights with respect to such shares; any excess will be converted into Class D shares and offered to holders of Class D shares that exercised preemptive rights and indicated their intention to exercise accretion rights with respect to any non-preempted Class B shares.
Any non-preempted Class C shares will be assigned to any PPP participants who exercised preemptive rights and indicated their intention to exercise accretion rights with respect to such shares; any excess will be converted into Class D shares and offered to holders of Class D shares that exercised preemptive rights and indicated their intention to exercise accretion rights with respect to any non-preempted Class C shares.
Any non-preempted Class D shares will be assigned to holders of Class D shares that exercised their preemptive rights and indicated their intention to exercise accretion rights; any remaining Class D shares will be assigned pro rata to any holder of shares of another class that indicated his or her intention to exercise accretion rights.
The term for exercise of accretion rights is the same as that fixed for exercising preemptive rights.
Requirements for the exercise of shareholders’ rights
Under the Argentine General Corporations Law, foreign companies that own shares in an Argentine company are required to register with the National Corporations Registry (under the purview of the Ministry of Justice, or the agency to be determined by such Ministry to that effect, according to Decree No. 27/2018) in order to exercise certain shareholder rights, including voting rights. Such registration may require the filing of certain corporate and accounting documents. If you own our Class D shares directly (rather than through ADSs) and you are a non-Argentine company and you fail to register with the respective National Corporations Registry, your ability to exercise your rights as a holder of our Class D shares may be limited.
Liquidation rights
Pursuant to Article 109 of the Argentine General Corporations Law in the case of dissolution to liquidate the Company, our assets will be applied to satisfy our outstanding liabilities and then proportionally distributed among holders of our shares.
Pursuant to YPF S.A.’s bylaws any voluntary dissolution requires the affirmative vote of the Class A shares and the prior approval of a national law passed by the Argentine National Congress.
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Redemption and withdrawal rights
Our bylaws do not include any provisions regarding share redemption. Under the Argentine General Corporations Law, the Company may acquire its own shares only (i) in connection with a capital reduction approved by the vote of a majority of shareholders at an extraordinary shareholders’ meeting based on a favorable report of a statutory auditor (any shares so redeemed must be cancelled by us), (ii) exceptionally, with realized and liquid profits or free reserves, when they are fully integrated and to avoid serious damage, which will be justified at the next ordinary shareholders’ meeting, and (iii) if its shares integrate the assets of an establishment that it acquires or of a company that it incorporates. The Company may also purchase its own shares in compliance with the provisions of the Capital Markets Law to comply with, for example, share-based compensation plans. For information regarding share-based compensation plans see “Item 6. Directors, Senior Management and Employees—Board of Directors—Compensation of members of our Board of Directors” and “Item 16E. Purchases of equity securities by the issuer and affiliated purchasers”.
Regarding withdrawal rights, in the case that our shareholders approve a spin-off or merger in which we are not the surviving corporation and the shares our shareholders receive as a result of such spin-off or merger are not publicly traded, a fundamental change in our corporate purpose, change of our domicile outside of Argentina, voluntary withdrawal from public offering or delisting, our continuation in the case of mandatory delisting or cancellation of the public offering authorization, or a total or partial reintegration of capital, any shareholder that voted against such action or did not attend the meeting at which the decision was taken, may withdraw and receive the book value of its shares, determined on the basis of our latest balance sheet prepared or that should have been prepared in accordance with Argentine law and regulations, provided that such shareholder exercises its appraisal rights within a determined period. However, holders of ADSs may not be able to exercise their appraisal rights either directly or through the Depositary under the terms of the deposit agreement with respect to the shares represented by the ADSs (as opposed to holders of shares). The appraisal rights must be exercised within the 5 days following the adjournment of the meeting at which the resolution was adopted, in the event that the dissenting shareholder voted against such resolution, or within 15 days following such adjournment if the dissenting shareholder did not attend such meeting and can prove that it was a shareholder on the date of such meeting. In the case of merger or spin-off, appraisal rights may not be exercised if the shares to be received as a result of such transaction are authorized for public offering or listed. Appraisal rights are extinguished if the resolution giving rise to such rights is revoked at another shareholders’ meeting held within 60 days of the meeting at which the resolution was adopted. Payment on the appraisal rights must be made within one year of the date of the shareholders’ meeting at which the resolution was adopted, except when the resolution was to delist our shares, withdraw from the public offering, or to continue following a mandatory delisting, or in case of denial of public offering or listing, in which case the payment period is reduced to 60 days from the resolution date, the publication date of withdrawal of the public offering or the denial or approval date of voluntary delisting, as the case may be.
Voting
Under our bylaws, each Class A, Class B, Class C and Class D share entitles the holder thereof to one vote at any meeting of our shareholders, except that the Class A shares (i) vote separately with respect to the election of members of the Board of Directors and the Supervisory Committee and are entitled to appoint one director and the alternate director, and one member of the Supervisory Committee and the alternate member (see “Item 10. Additional information—Directors”), or (ii) have certain veto rights.
Class A shares vote rights
Under our bylaws, so long as any Class A share remain outstanding, the affirmative vote of such shares is required in order to: (i) decide upon the merger of YPF S.A.; (ii) approve any acquisition of shares by a third-party representing more than 50% of YPF S.A.’s capital stock; (iii) transfer to third parties all the exploration and exploitation rights granted to YPF S.A. pursuant to the Argentine Hydrocarbons Law, applicable regulations thereunder or the Privatization Law, if such transfer would result in the total suspension of YPF S.A.’s exploration and exploitation activities; (iv) voluntarily dissolve YPF S.A.; (v) transfer our legal or fiscal domicile to a country other than Argentina; and (vi) make an acquisition that would result in the purchaser holding 15% or more of our capital stock, or 20% or more of the outstanding Class D shares. The actions described in clauses (iii) and (iv) above also require prior approval of the Argentine Congress through enactment of a law.
Voting of the underlying Class D shares
The Depositary has agreed that, as soon as practicable after receipt of a notice of any shareholders’ meeting of YPF S.A., it will mail a notice to the holders of ADRs evidencing ADSs, which will contain the following: (i) a summary in English of the information contained in the notice of such meeting; (ii) a statement that the holders of ADRs at the close of business on a specified record date will be entitled, subject to any applicable provisions of Argentine law, our bylaws and the Class D shares, to instruct the Depositary to exercise the voting rights, if any, pertaining to the Class D shares represented by their respective ADSs; and (iii) a statement as to the manner in which such instructions may be given to the Depositary.
The Depositary shall endeavor, to the extent practicable, to vote or cause to be voted the amount of Class D shares represented by the ADSs in accordance with the written instructions of the holders of the ADRs evidencing the ADSs. With regards to the Class D shares as to which the Depositary receives no instructions, the Depositary will vote them in accordance with the recommendations of our Board of Directors, provided that YPF S.A. delivers to the Depositary an opinion of Argentine counsel stating that the action recommended by the Board of Directors is not illegal under Argentine law or contrary to our bylaws or Board of Directors regulations. In addition, the Depositary will, if requested by the Board of Directors and unless prohibited by any applicable provision of Argentine law, deposit all Class D shares represented by ADSs for purposes of establishing a quorum at meetings of shareholders, whether voting instructions with respect to such shares have been received or not.
Cumulative voting
Under the Argentine General Corporations Law, shareholders have the right to cumulative voting in order to elect up to one third of the directors to fill vacancies of the Board of Directors, sharing such part with candidates voted for by means of the plural system. Cumulative voting works by multiplying the number of votes corresponding to the shareholder exercising its cumulative voting right, by the number of total vacancies to be filled, which shall be applied to the voting of seats not exceeding one third of the vacancies.
Certain provisions relating to acquisitions of shares
Pursuant to our bylaws (i) each acquisition of shares or convertible securities, as a result of which the acquirer, directly or indirectly, through or together with its affiliates and persons acting in concert with it (jointly referred to as an “Offeror”), would hold or control shares that, together with the prior holdings of such Offeror of shares of such class, if any, would represent: (a) 15% or more of the outstanding capital stock; or (b) 20% or more of the outstanding Class D shares provided that such shares represent less than 15% of the capital stock; and (ii) each subsequent acquisition by an Offeror, other than subsequent acquisitions by an Offeror owning or controlling more than 50% of our capital prior to such acquisition (collectively, “Control Acquisitions”), must be carried out in accordance with the procedure described under “Item 10. Additional information—Certain provisions relating to acquisitions of shares—Restrictions on control acquisitions”.
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In addition, any merger, consolidation or other combination with substantially the same effect involving an Offeror that has previously carried out a Control Acquisition, or by any other person or persons, if such transaction would have for such person or persons substantially the same effect as a Control Acquisition (“Related Party Share Acquisition”), must be carried out in accordance with the provisions described under “Item 10. Additional information—Certain provisions relating to acquisitions of shares—Restrictions on related party share acquisitions”. The voting, dividend and other distribution rights of any shares acquired in a Control Acquisition or a Related Party Share Acquisition carried out other than in accordance with such provisions will be suspended, and such shares will not be counted for purposes of determining the existence of a quorum at shareholders’ meetings.
Restrictions on control acquisitions
Prior to consummating any Control Acquisition, an Offeror must obtain the approval of the Class A shares, if there are any outstanding, and make a public tender offer for all of the outstanding shares and convertible securities of YPF S.A. Such public tender offer shall not be needed for subsequent acquisitions by an Offeror that already owns or controls shares that represent 15% or more of the outstanding capital stock, or 20% or more of the outstanding Class D shares, as long as such Offeror does not own or control, previously or as a consequence of these acquisitions, shares that represent more than 50% of the capital stock. The prior approval of the Class A shares is not required for any subsequent acquisition made by an Offeror already owning or controlling more than 50% of the capital stock of YPF S.A., nor shall such Offeror be required to make a public tender offer for such subsequent acquisition.
To the extent a public tender offer is required, the Offeror will be required to provide YPF S.A. with notice of, and certain specified information with respect to, such tender offer at least 15 business days prior to the commencement of the offer, as well as the terms and conditions of any agreement with any shareholder proposed for the Control Acquisition (“Prior Agreement”). YPF S.A. will send by mailing to each shareholder and holder of convertible securities a copy of such notice at the Offeror’s expense. The Offeror is also required to send by mailing or by other means to each shareholder and holder of convertible securities a copy of the notice and shall publish a notice containing substantially the same information required for the notice in a newspaper of general circulation in Argentina, New York and each other city in which YPF S.A.’s securities are traded on an exchange or other securities market, at least once per week, beginning on the date notice is provided to us, until the offer expires.
Our Board of Directors shall call a special meeting of the holders of Class A shares to be held 10 business days following the receipt of the Offeror’s notice for the purpose of considering the tender offer and submitting the Board of Directors’ recommendation in relation to it. If the special meeting is not held, or if the shareholders do not approve the tender offer at such meeting, neither the tender offer nor the proposed Control Acquisition may be completed.
Such tender offer must be carried out in accordance with a procedure specified in our bylaws and in accordance with any applicable additional or stricter requirements of the jurisdictions where the tender offer takes place or of the stock exchanges where YPF S.A.’s shares and securities are listed. Pursuant to our bylaws, the Offeror must offer the same price to all shares tendered, and such price may not be less than the highest of the following:
The highest price paid by, or on behalf of, the Offeror for Class D shares or convertible securities during the two years prior to the notice provided to YPF S.A., subject to certain antidilution adjustments with respect to Class D shares.
The highest closing sale price for the Class D shares on the BASE during the thirty-day period immediately preceding the notice provided to YPF S.A., subject to certain antidilution adjustments.
The price resulting from clause (ii) above multiplied by a fraction, the numerator of which shall be the highest price paid by or on behalf of the Offeror for Class D shares during the two years immediately preceding the date of the notice provided to YPF S.A. and the denominator of which shall be the closing price for the Class D shares on the BASE on the date immediately preceding the first day of such two-year period on which the Offeror acquired any interest in or right to any Class D shares, in each case subject to certain antidilution adjustments.
The net earnings of YPF S.A. per Class D share during the four most recent full fiscal quarters immediately preceding the date of the notice provided to us, multiplied by the higher of (a) the price/earnings ratio for such period for Class D shares (if any) and (b) the highest price/earnings ratio of YPF S.A. in the two-year period immediately preceding the date of the notice provided to YPF S.A., in each case determined in accordance with standard practices in the financial community.
Such offer must remain open for a minimum of 20 days and a maximum of 30 days as of the date of the authorization of the tender offer by the CNV, and shareholders and holders of securities contemplated in the tender offer shall have the right to withdraw tendered shares and/or securities at any time before the date of expiration of the offer. Following the closing of such tender offer, the Offeror will be obligated to acquire all tendered shares or convertible securities, unless the number of shares tendered is less than the minimum, if any, upon which such tender offer was conditioned, in which case the Offeror may withdraw the tender offer. Following the closing of the tender offer, the Offeror may consummate any Prior Agreement within 30 days following the close of the tender offer; provided, however, that if such tender offer was conditioned on the acquisition of a minimum number of shares, the Prior Agreement may be consummated only if such minimum was reached. If no Prior Agreement existed, the Offeror may acquire the number of shares indicated in the notice provided to YPF S.A. on the terms indicated in such notice, to the extent such number of shares were not acquired in the tender offer, provided that any condition relating to a minimum number of shares tendered has been met.
Restrictions on related party share acquisitions
The price per share to be received by each shareholder in any Related Party Share Acquisition must be the same as, and must not be less than, the highest of the following:
The highest price paid by or on behalf of the party seeking to carry out the Related Party Share Acquisition (“Interested Shareholder”) for (a) shares of the class to be transferred in the Related Party Share Acquisition (“Class”) within the two-year period immediately preceding the first public announcement of the Related Party Share Acquisition, or (b) shares of the Class acquired in any Control Acquisition, in each case, subject to certain antidilution adjustments.
The highest closing sale price of shares of the Class on the BASE during the 30 days immediately preceding the date of announcement of the Related Party Share Acquisition or the date of any Control Acquisition by the Interested Shareholder, subject to certain antidilution adjustments.
The price resulting from (ii) multiplied by a fraction, the numerator of which shall be the highest price paid by or on behalf of the Interested Shareholder for any share of the Class during the two years immediately preceding the date of announcement of the Related Party Transaction and the denominator of which shall be the closing sale price for shares of the Class on the date immediately preceding the first day in the two-year period referred to above on which the Interested Shareholder acquired any interest or right in shares of the Class, in each case, subject to certain antidilution adjustments.
The net earnings of YPF S.A. per share of the shares of the Class during the four most recent full fiscal quarters preceding the date of announcement of the Related Party Transaction multiplied by the higher of the (a) the price/earnings ratio during such period for the shares of the Class (if any) and (b) the highest price/earnings ratio of YPF S.A. in the two-year period preceding the date of announcement of the Related Party Transaction, in each case determined in accordance with standard practices in the financial community.
In addition, any transaction that would result in the acquisition by any Offeror of ownership or control of more than 50% of our capital stock, or that constitutes a merger by YPF S.A., must be approved in advance by the Class A shares while any such shares remain outstanding. See “Item 10. Additional information—Voting—Class A shares vote rights”.
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The Capital Markets Law and CNV Rules
The Capital Markets Law and the dispositions of Chapter II, Title III of the CNV Rules regulate the tender offers regime. Under this regime, a mandatory tender offer at a fair price (determined according to such law and such regulations) shall be issued by anyone who, acting individually or in coordination with others, has effectively obtained a controlling interest in a public company, which is deemed to occur (i) when obtaining, directly or indirectly, a percentage of votes equal to or higher than 50% of a public company, or (ii) when the percentage of votes obtained is below 50% but such person controls a public company (i.e., has directly or indirectly, individually or jointly, as the case may be, an interest in the capital stock of the company or securities with voting rights that grants (whether in right or de facto), the necessary votes to adopt resolutions in ordinary general shareholders’ meetings or to appoint or revoke the majority of the directors or members of the surveillance committee, when applicable, and of the supervisory committee). The tender offer shall be submitted to the CNV for authorization as soon as possible after the closing of the relevant share acquisition, but no later than one month from such closing.
Class D shares acquisitions: Reporting requirements
Pursuant to our bylaws, any person who, directly or indirectly, through any means or title, acquires Class D shares or securities convertible into Class D shares, so that such person controls more than 3% of the Class D shares, is required to notify YPF S.A. of such acquisition within 5 days of its closing, in addition to complying with any additional requirements imposed by any other authority in Argentina or elsewhere where our Class D shares are traded. Such notice must include the name or names of the person or persons, if any, acting in concert with it, the date of the acquisition, the number of shares acquired, the price at which the acquisition was made, and a statement as to whether it is the purpose of the person or persons to acquire a greater shareholding in, or control of, YPF S.A. Each subsequent acquisition by such person or persons, as long as it exceeds the above-mentioned 3% of the Class D shares, requires a similar notice.
In addition, pursuant to CNV Rules, any person or entity that directly or indirectly, or any group of persons acting in concerted form, by any means and with a certain purpose: (i) acquires or dispose of shares or securities convertible into shares, or acquire call or put options over them; (ii) alters the integration or configuration of its direct or indirect interest over the capital stock of an issuer; (iii) converts notes (“obligaciones negociables”) into shares; (iv) exercises the put or call options of the securities referred to in (i); or (v) changes their purpose regarding their interest in an issuer at the time of occurrence of any the abovementioned events; is required to inform the CNV and BYMA of such circumstances, within 10 business days after executing the acquisition, disposal, alteration of the integration or configuration of the interest, conversion into shares, and/or exercise of the calls or put options referred to above, or after the occurrence of the change in the purpose referred to above. In any case, the information shall be submitted only as long as the acquisitions involved and/or facts referred to above grant 5% or more of the voting rights that can be exercised at shareholders’ meetings of YPF S.A.
Similar information is required to be submitted to the CNV and BYMA within the aforementioned term in the event of changes over the interests previously informed, provided they involve shares in a number that reaches multiples of 5%, until becoming a controlling shareholder in which case the regulations applicable to shall become applicable.
Dividends
Under our bylaws, all Class A, Class B, Class C and Class D shares rank equally with respect to the payment of dividends. All shares outstanding as of a particular record date share equally in the dividend being paid, except for shares issued during the period to which a dividend relates may be entitled only to a partial dividend with respect to such period if the shareholders’ meeting that approved the issuance so resolved.
The amount and payment of dividends are determined by majority vote of our shareholders voting as a single class, generally but not necessarily, on the recommendation of the Board of Directors. The Board of Directors may resolve to distribute interim dividends if certain requirements are met. The directors and the members of the Supervisory Committee, as the case may be, are jointly and severally responsible for such payments and distributions.
Although we have not adopted a formal policy regarding dividends, the Board of Directors prudently evaluates on each fiscal year the possibility to recommend a payment of dividends to the shareholders within the framework of a management that will also consider, among other factors, the capital requirements related to investment plans, the attention of debt services, working capital needs, legal, regulatory, tax and/or contractual restrictions that apply at all times, and the general conditions of the economic and financial context. In compliance with Argentine law, we determined dividends in the currency of legal tender in Argentina, which is the Argentine peso based on the last annual audited financial statements in Argentine pesos submitted to the CNV (“statutory financial statements”).
On February 26, 2026 the YPF S.A.’s Board of Directors proposed to the Shareholders’ meeting, after deduction of Ps. 51,423 million corresponding to the amounts whose distribution is restricted, the following: (i) to fully release the reserve for investments and the reserve for purchase of treasury shares; (ii) to absorb the accumulated losses in the unappropriated retained earnings and losses account up to Ps. 1,096,460 million; (iii) to allocate Ps. 38,468 million to constitute a reserve for purchase of treasury shares, in order to grant the Board of Directors the possibility to purchase the Company’s own shares at the time it deems appropriate for their allocation to the share-based benefit plans (in accordance with Articles 64 and 67 of Capital Markets Law); and (iv) to allocate Ps. 8,415,450 million to constitute a reserve for investments under the terms of Article 70, paragraph 3 of the Argentine General Corporations Law.
We did not determine any dividends for the fiscal years ended December 31, 2025, December 31, 2024 and December 31, 2023. See “Item 10. Additional information—Dividends—Amount available for dividends distribution”.
For information about payments of dividends under the deposit agreement, see “Item 12. Description of securities other than equity securities—American Depositary Shares”.
For information about taxation on dividends see “Item 10. Additional information—Taxation—Argentine tax considerations”.
Amount available for dividends distribution
Under the Argentine General Corporations Law, dividends of an Argentine company, including those that make public offering of its shares, may be lawfully paid only out of its liquid and realized profits reflected in the annual audited financial statements in Argentine pesos submitted to the CNV, prepared in accordance with accounting rules prevailing in Argentina and CNV Rules and approved at a shareholders’ meeting. The board of directors of a listed Argentine company that makes public offering of its shares may declare interim or provisional dividends, based on special or quarterly financial statements with the report of the external auditor and the supervisory committee, in which case the members of the board of directors, the members of the surveillance committee when applicable, and of the supervisory committee are jointly and severally liable for the repayment of such dividends if retained earnings at the close of the fiscal year in which such dividends were paid would not have been sufficient to permit the payment of them.
According to the Argentine General Corporations Law and our bylaws, YPF S.A. is required to maintain a legal reserve of at least 5% of the fiscal year’s liquid and realized profits until such reserve equals 20% of the then-outstanding capital stock of YPF S.A. The legal reserve is not available for distribution to shareholders.
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Under our bylaws, YPF S.A.’s liquid and realized profits are applied as follows: (i) to build the legal reserve; (ii) to pay the accrued fees of the members of the Board of Directors and of the Supervisory Committee (see “Item 6. Directors, Senior Management and Employees—Management of the Company—Board of Directors—Compensation of members of our Board of Directors”); (iii) to pay dividends on preferred stock, if any; and to unpaid cumulative dividends, as the case may be; and (iv) the remainder, in whole or in part may be distributed as dividends to common shareholders or allocated for voluntary or contingent reserves or otherwise as determined by the shareholders’ meeting.
Our Board of Directors submits YPF S.A.’s statutory financial statements presented in Argentine pesos, for the closed fiscal year, together with reports thereon by the Supervisory Committee and the independent external auditor, to the annual ordinary shareholders’ meeting for approval. Within four months from the end of each fiscal year, an ordinary shareholders’ meeting must be held to consider the annual financial statements of YPF S.A. and determine the allocation of its net income for such year.
Under CNV Rules, cash dividends must be paid to shareholders within 30 calendar days from the shareholders’ meeting approving such dividends. In cases where the shareholders’ meeting delegates the authority for the distribution of dividends to the Board of Directors, the payment of dividends has been usually resolved within 30 days from the relevant Board of Directors’ resolution.
In the case of payment of stock dividends, or payment of both stock and cash dividends, both shares and cash, as the case may be, are required to be available within 3 months of the receipt of notice of the authorization of the CNV for the public offering of the shares arising from such dividends. In accordance with the Argentine Civil and Commercial Code, the statute of limitations to the right of any shareholder to receive dividends determined by the shareholders’ meeting is 5 years from the date on which it has been made available to the shareholder.
Under the deposit agreement, subject to certain terms and conditions set out in the deposit agreement (including, among others, the Depositary’s judgement on determining that currency it receives other than U.S. dollars can be converted on a reasonable basis into U.S. dollars in a manner consistent with legal restrictions on foreign exchange), the Depositary converts dividends it receives on deposited shares in currency other than the U.S. dollar into U.S. dollars and distributes the amount thus received to the holders of ADRs associated with those shares.
For information about exchange regulation on dividends payments see “Item 10. Additional information—Exchange regulations—Specific provisions on access to the Foreign Exchange Market—Profit and dividend payment”.
Material contracts
None.
Exchange rates
Exchange controls that tightened restrictions on capital flows, and the official exchange rate between the Argentine peso and the U.S. dollar and transfer restrictions that substantially limit the ability of companies to retain foreign currency or make payments abroad are currently in place in Argentina and have been for alternating periods during the past years. By means of Decree No. 609/2019, the Argentine Executive Branch reinstated foreign exchange controls and authorized the BCRA to (a) regulate access to the foreign exchange market ( “Foreign Exchange Market”) for the purchase of foreign currency and outward remittances; and (b) set forth regulations to avoid practices and transactions aimed at eluding, through the use of securities and other instruments. As of the date of this annual report, foreign exchange regulations have been (i) extended indefinitely, and (ii) consolidated in a single set of regulations, Communication “A” 8,307, as subsequently amended and supplemented from time to time through BCRA’s communications. See “Item 10. Additional information—Exchange regulations”.
The BCRA requested the CNV to implement aligned measures to avoid elusive practices and operations. In this sense, the CNV, in line with the provisions of Section 3 of Decree No. 609/2019, established various measures to avoid such elusive practices and operations.
The following table sets forth the annual low, high, average and period-end exchange rates, for the periods indicated, expressed in Argentine peso per U.S. dollar, based on the average between the buying and selling exchange rates quoted by the BNA.
Year ended December 31,
2021
2022
2023
2024
2025
Month
January 2026
February 2026
March 2026 (as of March 9, 2026)
Calculated using the average of daily exchange rates during the period (for both annual and monthly periods).
No representation is made that Argentine peso amounts have been, could have been, or could be converted into U.S. dollars at the foregoing rates on any of the dates indicated.
Exchange regulations
For the purposes of this section, (i) “foreign currency” means any currency other than the Argentine peso; and (ii) “Foreign Exchange Regulations” means the foreign exchange regulations issued by the BCRA pursuant to Communication “A” 8,307 as amended and supplemented from time to time.
Specific provisions for proceeds from the Foreign Exchange Market
Entry and settlement of the proceeds from the exports of goods and services and provisions of services by residents to non-residents through the Foreign Exchange Market
The Foreign Exchange Regulations establish that the following proceeds must be entered and settled in Argentine pesos through the Foreign Exchange Market within 20 business days following their collection: (i) collections from exports of goods and services and services by residents to non-residents; (ii) proceeds from the sale of non-produced non-financial assets; (iii) refunds for import payments made with access to the Foreign Exchange Market; (iv) settlements of insurance claims collected in foreign currency for imported goods damaged after the delivery of the goods to the resident; and (v) export advances, pre-financing, and post-financing from abroad for goods exporters. In the case of collections from exports of goods, this period will be subject in all cases to the deadlines set forth in case the collection takes place after the customs registration of the goods.
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There are some exceptions to the obligation to enter and settle through the Foreign Exchange Market, including, but not limited to: (i) certain collections related to international tourism operations in Argentina; (ii) collections from exporters under the Regime for the Promotion of Knowledge Economy Exports (established by Decree No. 679/2022, also known as “Régimen de Fomento de Inversiones para Exportaciones de las Actividades de la Economía del Conocimiento”); and (iii) certain collections from exports of services by natural persons.
The exporter must designate a financial entity to follow up each export transaction. The obligation to enter and settle foreign currency through the Foreign Exchange Market corresponding to a shipment permit will be considered satisfied when the financial entity designated to follow up certifies that the entry and settlement have taken place.
Local charges for exports under the regime of farms to foreign-flagged means of transport
With respect to local charges for exports under the regime of farms to foreign-flagged means of transport, it will be considered as fully or partially compliant with the follow-up of the shipping permit, for an amount equivalent to that paid locally in Argentine pesos and/or in foreign currency by a local agent of the company owning the foreign-flagged means of transport, provided that the following conditions are met:
The documentation shows that the delivery of the exported goods has taken place in the country, that the local agent has made the payment to the exporter locally and the currency in which such payment was made.
The company owning the foreign-flagged means of transport has a certification issued by a financial entity stating that the referred local agent would have had access to the Foreign Exchange Market for the equivalent amount in foreign currency that is intended to be imputed to the permit.
In the event that the amounts have been received in Argentina in foreign currency, the company owning the foreign-flagged means of transport has the certification of settlement of the funds in the Foreign Exchange Market.
The local agent of the company owning the foreign-flagged means of transport must not have used this mechanism for an amount exceeding US$ 2,000,000 in the charged calendar month.
Application of export proceeds
The Foreign Exchange Regulations authorize the application of export proceeds to the repayment of: (i) pre-financing of exports and export financing granted or guaranteed by local financial entities previously settled in the Foreign Exchange Market; (ii) pre-financing of exports and export advances settled in the Foreign Exchange Market, provided that the corresponding transactions have been executed through public deeds or public registries; (iii) financial indebtedness under contracts entered into prior to August 31, 2019 that provide for the cancellation thereof through the application abroad of export funds; (iv) other foreign financial indebtedness subject to certain requirements as set forth in the Foreign Exchange Regulations; and (v) advances, pre-financing and post-financing from abroad with partial liquidation under the provisions of Decrees No. 492/2023, 549/2023, 597/2023 and 28/2023. Likewise, it allows keeping export revenues abroad to guarantee the payment of new indebtedness, provided certain requirements set forth in the Foreign Exchange Regulations are met.
External financial indebtedness
According to the Foreign Exchange Regulations, for resident debtors to be able to access the Foreign Exchange Market to repay external financial indebtedness disbursed as from September 1, 2019, the loan proceeds must have been settled through the Foreign Exchange Market and the transaction must have been declared in the External Assets and Liabilities Survey (“Relevamiento de Activos y Pasivos Externos”). Accordingly, although settlement of the loan proceeds is not mandatory, failure to settle will preclude future access to the Foreign Exchange Market for repayment purposes.
The Foreign Exchange Regulations establish that financial entities may also grant access to the Foreign Exchange Market to residents who need to make payments for financial loans debt services or for local debt securities for the purchase of foreign currency prior to the period allowed by the Foreign Exchange Regulations provided the following conditions are met: (i) the acquired funds are deposited in foreign currency accounts held by the resident in local financial entities; (ii) access is granted within 60 calendar days prior to the due date of the payment to be made for a daily amount not exceeding 10% of the amount to be settled at maturity or within the 5 business days prior to the regulatory term permitted in each case, for a daily amount not exceeding 20% of the amount to be settled at maturity; and (iii) the intervening financial entity has verified that the indebtedness, whose service will be settled with these funds, complies with the current foreign exchange regulations that allow such access.
Additionally, pursuant to the Foreign Exchange regulations, access to the Foreign Exchange Market to make transfers abroad for the payment of principal on debt securities issued on or after November 8, 2024, may occur no earlier than 3 business days prior to the relevant principal or interest payment only after the minimum waiting periods from the date of issuance have elapsed:
12 months, if the security was issued between November 8, 2024 and April 20, 2025.
6 months, if the security was issued between April 21, 2025 and May 15, 2025.
18 months, if the security was issued as from May 16, 2025.
Access to the Foreign Exchange Market to make such payments more than three days in advance of the due date is, as a general rule, subject to the BCRA’s prior authorization. Prepayments made with funds from new foreign loans or by the issuance of bonds duly settled or in connection with debt refinancing or securities exchange processes may be exempt from such prior authorization from the BCRA to the extent they comply with several requirements as set forth in the Foreign Exchange Regulations.
Moreover, prior BCRA approval is required for local residents to access the Foreign Exchange Market to make principal and interest payments under cross-border financial borrowings with related parties, although certain specific exceptions set forth in the Foreign Exchange Regulations apply.
The Foreign Exchange Regulations enable access to the Foreign Exchange Market to make interest payments on commercial debts for the import of goods and services with related counterparties provided that the remaining applicable requirements are met and the payment is made simultaneously with the settlement for an amount not less than the interest amount for which access to the Foreign Exchange Market is granted, among other conditions set forth in the Foreign Exchange Regulations.
Specific provisions on access to the Foreign Exchange Market
General requirements
As a general rule, and in addition to the specific rules of each transaction for access, certain general requirements must be complied with by a local company or individual to access the Foreign Exchange Market for the purchase of foreign currency or its transfer abroad (i.e., payments of imports and other purchases of goods abroad; payment of services rendered by non-residents; distribution of profits and dividends; payment of principal and interest on foreign indebtedness; interest payments on debts for the import of goods and services, among others) without requiring prior approval from the BCRA.
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In this regard, the local company must file an affidavit stating that:
At the time of access to the Foreign Exchange Market, all of its foreign currency holdings in Argentina are deposited in accounts in financial entities, and at the beginning of the day on which it requests access to the Foreign Exchange Market, it does not hold Argentine certificates of deposit (“CEDEARs”, for its acronym in Spanish) representing foreign shares and/or available foreign liquid foreign assets that together have a value greater than US$ 100,000 (funds deposited abroad that constitute reserve or guarantee funds under external financial indebtedness, or funds granted as guarantee for derivatives arranged abroad are excluded from this limit). For these purposes, “foreign liquid assets” are considered to be holdings of banknotes and coins in foreign currency, cash in gold coins or bars of good delivery, demand deposits in financial entities abroad and other investments that allow immediate availability of foreign currency. On the other hand, funds deposited abroad that cannot be used by the customer because they are reserved or guaranteed funds created by virtue of the requirements set forth in foreign debt contracts or funds created as guarantee for derivative transactions arranged abroad, should not be considered as liquid foreign assets available. Export pre-financing arrangements covered will also not be considered available foreign liquid assets. In the event that the customer is a local government and exceeds the established limit, the financial entity may also accept an affidavit from the customer stating that the excess was used to make payments for the Foreign Exchange Market through swap and/or arbitrage operations with the deposited funds.
Financial entities may accept an affidavit from the customer stating that their holdings in excess of the contemplated amount correspond to funds deposited in bank accounts abroad in their name that originated in the last 180 calendar days from disbursements abroad of financial indebtedness covered by Section 3.5. of the Foreign Exchange Regulations received from November 29, 2024. The customer will continue to have the possibility of submitting the affidavit when the amount of the deposited funds does not exceed the equivalent to be paid for principal and interest in the next 365 calendar days.
It undertakes the obligation to settle in the Foreign Exchange Market, within 5 business days of its availability, the funds received abroad from the collection of loans granted to third parties, time deposits, or the sale of any type of asset, to the extent that the asset subject to the sale was acquired, the deposit constituted or the loan granted after May 28, 2020.
On the date of access to the Foreign Exchange Market, in the previous 90 calendar days and for 90 calendar days thereafter: (a) did not arrange sales in Argentina of securities with settlement in foreign currency; (b) did not exchange securities issued by residents for foreign assets; (c) did not transfer securities to depository entities abroad; (d) did not acquire in Argentina securities issued by non-residents with settlement in Argentine pesos; (e) did not acquire CEDEARs representing foreign shares; (f) did not acquire securities representing private debt issued in foreign jurisdiction; and (g) did not deliver funds in Argentine pesos or other local assets (except funds in foreign currency deposited in local financial institutions) to any entity (whether physical or legal, resident or non-resident, related or not), receiving as prior or subsequent consideration, directly or indirectly, by itself or through a related, controlled or controlling entity, foreign assets, crypto-assets or securities deposited abroad.
In the event that the customer requesting access to the Foreign Exchange Market is a legal entity, in order for the transaction not to be covered by the requirement of prior approval by the BCRA, it must be submitted to the corresponding financial institution:
An affidavit evidencing that within the term of 90 days prior to accessing the Foreign Exchange Market it has not delivered in Argentina any funds in local currency or other liquid local assets, except funds in foreign currency deposited in local financial institutions, to any person or legal entity, except those directly associated with regular transactions in the course of its business, or
(i) an affidavit stating details of the natural or legal persons exercising a direct control relationship over the customer and of other legal persons with which it is part of the same economic group; and (ii) that on the day on which it requests access to the market and in the 90 days prior to that date, it has not delivered in Argentina any funds in local currency or other liquid local assets, except funds in foreign currency deposited in local financial institutions, to any individual or legal entity that exercises a direct control relationship over it, or to other companies with which it is part of the same economic group, except those directly associated with regular transactions between residents for the acquisition of goods and/or services.
The provisions of the Foreign Exchange Regulations (as detailed in (b)(ii) above) may be deemed to have been complied with if the customer seeking access has submitted:
an affidavit initialed by each natural or legal person to whom the customer has delivered funds under the terms provided in the Foreign Exchange Regulations; or
an affidavit of each person or legal entity declared in the affidavit (i.e., all Direct Controlling Entities and the declared members of the economic group), stating compliance with the provisions of the Foreign Exchange Regulations; or
a statement from each of the individuals or legal entities declared in the affidavit (i.e., all the Direct Controlling Entities and the declared members of the economic group), stating that within the term set forth in the Foreign Exchange Regulations has not received in Argentina any funds in local currency or other liquid local assets, except for funds in foreign currency deposited in local financial entities, except for those directly associated to usual transactions between residents for the acquisition of goods and/or services, which have come from the customer or from any person to whom the customer has delivered funds under the terms set forth in the Foreign Exchange Regulations.
The Foreign Exchange Regulations state that transfers to foreign depositary entities of securities made in connection with a repurchase of debt securities by Argentine residents should not be considered in the affidavits prepared to comply with the Foreign Exchange Regulations.
Import payments
The Foreign Exchange Regulations allow access to the Foreign Exchange Market for the payment of imports of goods, establishing different conditions depending on whether they are payments of imports of goods with customs entry registration, or payments of imports of goods with pending customs entry registration, and based on the due date of the interest that such commercial debts accrue. The Foreign Exchange Regulations enable access to the Foreign Exchange Market solely to make interest payments on commercial debts for the import of goods with related foreign counterparts, provided that the interest due date occurs from July 5, 2024, without the need to request prior approval from the BCRA.
It also provides for the reestablishment of the “SEPAIMPO”, the import payment tracking system, for the purpose of monitoring import payments, import financing and the demonstration of the entry of goods into the country.
In addition, the local importer must designate a local financial entity to act as a monitoring bank, which will be responsible for verifying compliance with applicable regulations, including, among others, the settlement of import financing and the entry of imported goods.
The Foreign Exchange Regulations establish the following regarding the access to the Foreign Exchange Market for the payment of imports of goods, effective as of December 13, 2023:
It shall not be necessary for access to the Foreign Exchange Market to have a declaration made through the SIRA in “EXIT” status as a requirement for access to the Foreign Exchange Market, nor to validate the operation in the “Single Current Account for Foreign Trade” computer system.
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Financial entities may provide access to the Foreign Exchange Market without prior BCRA approval to make deferred payments for imports of goods with customs entry registration as from December 13, 2023, when in addition to the other applicable regulatory requirements, it is verified that the payment complies with the schedule established by the Foreign Exchange Regulations, according to the type of goods.
Financial entities may also grant access to the Foreign Exchange Market without prior approval of the BCRA to make deferred payments for new imports of goods with customs entry registration as from December 13, 2023, when, in addition to the other applicable regulatory requirements, the payments are made simultaneously with certain financing the regulations allow.
The Foreign Exchange Regulations establish that, for payments of imports of goods, it exempts prepayments of capital goods and payments on demand made (a) through an exchange and/or arbitrage transaction with funds deposited in a foreign currency account in a local financial entity and/or (b) simultaneously with the settlement of foreign currency financing granted to the customer by local financial entities.
For payments of imports of services, it exempts when (a) the payment is to an unrelated counterparty and is made through an exchange and/or arbitrage transaction with funds deposited in a foreign currency account in a local financial entity and/or (b) the access is made from funds originated in a financing of imports of services granted by a local financial entity under certain conditions.
Access to the Foreign Exchange Market to make payments with pending customs entry registration or deferred payments before the terms mentioned above is granted when the remaining applicable requirements are met, only in the case of financing, new pre-financing or advance payments or under specific benefits.
Access to the Foreign Exchange Market to make import payments for goods whose customs entry registration occurred up to December 12, 2023, in addition to the remaining applicable requirements, shall require the prior conformity of the BCRA except when they are transactions financed by financial entities or official credit agencies or international organizations, among other situations.
Access to financial entities to cancel obligations derived from letters of credit or guaranteed letters issued or granted as from December 13, 2023, within the framework of an import in which it is required to have a SIRA declaration will be conditioned to the financial entity having documentation that proves, at the date of issuance or granting, the guaranteed transaction was compatible with the terms and conditions set forth above.
Payments of foreign debts for the import of goods and/or for services effectively rendered and/or accrued
The Foreign Exchange Regulations establish the requirements for importers who have outstanding foreign indebtedness for the import of goods with customs entry registration until December 12, 2023, and/or for services effectively rendered and/or accrued until that date (“Import Debt Stock”), to subscribe Bonds for the Reconstruction of a Free Argentina (“BOPREAL”, for its acronym in Spanish).
Importers of goods may subscribe BOPREAL for up to the amount of the outstanding debt for their imports of goods with customs entry registration up to December 12, 2023. The amount of BOPREAL that importers may subscribe will be adjusted to the outstanding amount registered in the BCRA’s SEPAIMPO system. Importers of services accrued up to December 12, 2023, may also subscribe BOPREAL for up to the amount of the outstanding debt for such transactions. Importers of goods and services that, prior to January 31, 2024, subscribed BOPREAL for an amount equal to or greater than 50% of the outstanding amount of the Import Debt Stock, would be able to access the Foreign Exchange Market as from February 1, 2024, to pay the Import Debt Stock for the equivalent of 5% of the amount subscribed of BOPREAL.
Access to the Foreign Exchange Market is authorized for the payment of the Import Debt Stock by means of an exchange and/or arbitrage with the funds deposited in a local bank account and originated in collections of principal and interest in foreign currency of the BOPREAL.
Importers subscribing to BOPREAL may sell them with settlement in foreign currency in Argentina or abroad or transfer them to depositories abroad, for up to the amount acquired in the primary bidding without limiting their ability to access the Foreign Exchange Market. Likewise, the Foreign Exchange Regulations establish that those who had subscribed BOPREAL in primary bidding could, as from April 1, 2024, carry out sales transactions of securities in foreign currency for the difference between the nominal value bid and the sale price in the secondary market obtained from the sale of BOPREAL, without violating the affidavits set forth in the Foreign Exchange Regulations.
The Foreign Exchange Regulations establish that if customers complete a sale operation with a repurchase obligation using BOPREAL acquired in primary bidding, the following conditions must be met: (i) the sale of BOPREAL at the origin of the transaction should not be considered for purposes of preparing the affidavit provided for in the Foreign Exchange Regulations; (ii) this sale will not enable the customer to conclude BOPREAL transactions for the difference between the value obtained from the sale and the nominal value of BOPREAL; and (iii) once the customer has regained possession of BOPREAL, the securities will be treated in the same way as those acquired in the primary bidding.
Payments for services rendered by non-residents
Pursuant to the Foreign Exchange Regulations, companies may access the Foreign Exchange Market to make payments for services rendered by non-residents as long as they have documentation to support the existence of the service.
In the case of commercial debts for services, access is granted as from the expiration date, provided that it is verified that the operation is declared, if applicable, in the last due presentation of the External Assets and Liabilities Survey.
The Foreign Exchange Regulations establish the following regarding the access to the Foreign Exchange Market for the payment of imports of services, effective as of December 13, 2023:
Entities may access the Foreign Exchange Market to make payments for non-residents’ services that were or will be rendered as of December 13, 2023, when, in addition to the other applicable requirements, the transaction falls within the situations established by the Foreign Exchange Regulations, including, among others: (a) the payment corresponds to a transaction corresponding to a service not included in Sections 13.2.1. to 13.2.5. of the Foreign Exchange Regulations and is made after the date of rendering or accrual of the service (this deadline will also apply to transfers abroad by local agents for their collection in the country of funds corresponding to services provided by non-residents to residents), and (b) the payment corresponds to a transaction for a service not included in items 13.2.1. to 13.2.5. of the Foreign Exchange Regulations and is made (i) after 180 calendar days have elapsed from the date of rendering or accrual of the service, if that date is prior to April 14, 2025; or (ii) after 90 calendar days have elapsed from the date of rendering or accrual of the service, if that date is after April 14, 2025. Transactions originating from the provision of services by related counterparties will continue to be subject to this requirement even if there is a change in the creditor or debtor that results in no longer having a relationship between the creditor and the resident debtor.
Access to the Foreign Exchange Market for payments of services provided and/or accrued by non-residents from December 13, 2023, will be admissible prior to the deadlines set forth in the Foreign Exchange Regulations, when, in addition to the other applicable requirements, the following situations are verified:
The customer accesses the Foreign Exchange Market with funds originating from import financing of services granted by a local financial entity, provided that the maturity dates and the principal amounts to be paid of the granted financing are compatible with those provided in the Foreign Exchange Regulations.
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If the granting of the financing is prior to the date of provision or accrual of the service, the deadlines provided in the Foreign Exchange Regulations will be calculated from the estimated date of provision or accrual plus 15 calendar days. If the granting of the financing is after the date of provision or accrual of the service, said deadlines will be calculated from this latter date.
The customer has access to the Foreign Exchange Market simultaneously with the settlement of funds for advances or pre-financing of exports or pre-financing of exports granted by local financial entities with funding in foreign credit lines, to the extent that the provisions established in the Foreign Exchange Regulations regarding maturity dates and the amounts of principal to be paid for the financing are complied with. The entity must also have an affidavit from the importer stating that prior approval from the BCRA will be required for the application of foreign currency from export collections prior to the expiration date arising from the terms and conditions stipulated for situations associated with financing.
The customer accesses the Foreign Exchange Market simultaneously with the settlement of funds originated in a financial indebtedness abroad, to the extent that the provisions established in the Foreign Exchange Regulations regarding maturity dates and principal amounts payable on the financing are complied with.
The portion of the financial indebtedness abroad that is used for the purposes mentioned above may not be computed for the purposes of other specific mechanisms that enable access to the Foreign Exchange Market as from the entry and/or settlement of this type of transaction.
In the case that the payment for imports of services is performed within the framework of the mechanism provided for in the Foreign Exchange Regulations.
The customer has a certification for the Foreign Currency Access for Incremental Oil Production (“RADPIP” by its acronym in Spanish) and/or for the Foreign Currency Access Regime for Incremental Natural Gas Production (“RADPIGN” by its acronym in Spanish) under Decree No. 277/2022 issued within the framework of the provisions of the Foreign Exchange Regulations.
The payment corresponds to the cancellation of transactions financed or guaranteed prior to December 13, 2023, by local or foreign financial entities, international organizations and/or official credit agencies. Entities may also consider as transactions guaranteed by an official credit agency those covered by a guarantee issued by a private insurer on behalf of a foreign national government. In all cases, the intervening entity must have documentation explicitly confirming this situation.
The payment is made on the closing date of a repurchase and/or debt redemption transaction under the Foreign Exchange Regulations and relates to services provided by non-residents arising from the issuance of the new debt securities and/or the repurchase and/or redemption transaction.
The payment is to a counterparty not related to the customer and is completed through an exchange and/or arbitration with the funds deposited in a foreign currency account in a local financial entity. The BCRA’s prior approval shall be required for access to the Foreign Exchange Market to make payments for non-resident services rendered or accrued up to December 12, 2023, except when, in addition to the other applicable requirements, the amounts due are cancelled through specific means provided in the regulation.
Repayment of foreign currency debt among residents
Access to the Foreign Exchange Market for the repayment of debts and other obligations in foreign currency between residents, contracted as of September 1, 2019, is prohibited. However, the Foreign Exchange Regulations establish as exceptions the cancellation as from its maturity of principal and interest of:
Financing in foreign currency granted by local financial entities pending as of August 30, 2019.
Foreign currency liabilities between residents instrumented through public registries or deeds as of before August 30, 2019.
Issuances of debt securities made on or after September 1, 2019, with the purpose of refinancing foreign currency obligations between residents instrumented through public registries or public deeds before August 30, 2019, and involving an increase in the average life of the obligations.
The payment, at maturity, of the principal and interest services of new issues of debt securities made on or after November 29, 2019, with public registration in Argentina, denominated and payable in foreign currency in Argentina, to the extent that: (i) they are denominated and subscribed in foreign currency; (ii) the respective principal and interest services are payable in the country in foreign currency; and (iii) all of the funds obtained with the issue are settled through the Foreign Exchange Market. In the case of debt securities issued by local financial institutions through transactions entered into on or after May 26, 2025, repayment is only permitted once at least 12 months have elapsed from the issuance date.
Promissory notes with a public offering issued under CNV General Resolution No. 1,003/2024 and related regulations, denominated and subscribed in foreign currency whose principal and interest services are payable in Argentina in foreign currency, provided that all the funds obtained have been settled through the Foreign Exchange Market.
Issuances made between October 9, 2020 and December 31, 2023 of debt securities with public registration in the country with an average life of not less than two years, denominated in foreign currency and whose services are payable in foreign currency in Argentina, which have been delivered to creditors of financial indebtedness and/or debt securities with public registration in the country denominated in foreign currency with maturities between October 15, 2020 and December 31, 2023, which have been delivered to creditors as part of the refinancing parameters required at the time, following the requirements of the Foreign Exchange Regulations.
Issuances made as from January 7, 2021 of debt securities with public registration in Argentina denominated in foreign currency and whose services are payable in foreign currency in the country, to the extent that they have been delivered to creditors to refinance pre-existing debts with extension of the average life, when it corresponds to the amount of the refinanced capital, interest accrued up to the refinancing date and, to the extent that the new debt securities do not mature before 2023, the amount equivalent to the interest that would accrue until December 31, 2022 on the indebtedness that is refinanced early and/or on the deferral of the refinanced principal and/or on the interest that would accrue on the amounts so refinanced.
The issuance of debt securities with public registry in Argentina that were included in the Foreign Exchange Regulations, to the extent that the record of customs entry of goods for a value equivalent to the financing received is demonstrated.
Issuances of fiduciary debt securities issued by trustees of financial trusts with public offering carried out in accordance with the provisions of the CNV, provided that they are denominated and subscribed in foreign currency and whose principal and interest services are payable in foreign currency in Argentina. All funds obtained from the issuance of the mentioned instruments must be settled through the Foreign Exchange Market as a requirement for subsequent access to it, in order to meet their principal and/or interest services in foreign currency in Argentina.
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Principal payments under related counterparty debt
BCRA’s prior approval is required to access the Foreign Exchange Market to make payments abroad of principal and interest of financial debts when the creditor is a counterparty related to the resident debtor, in accordance with the Foreign Exchange Regulations. Likewise, these debts will continue to be subject to prior approval even if there is a change in the creditor or the debtor so that there is no longer a link between the creditor and the resident debtor.
However, the BCRA’s prior approval is not required: (i) in case of local financial entities’ own transactions; (ii) in case of a financial indebtedness abroad with an average life of not less than 6 months and the funds have been deposited and settled in the Foreign Exchange Market as from April 21, 2025; (iii) in case of external financial indebtedness abroad with an average life of not less than two years and the funds have been deposited and settled through the Foreign Exchange Market between October 2, 2020 and April 20, 2025; (iv) the funds have been deposited and settled through the Foreign Exchange Market between October 2, 2020 and April 20, 2025; (v) for the payment of compensatory interest accrued after January 1, 2025 on the remaining original value of financial debts with related foreign counterparties (penalty or other equivalent interest that accrues from January 1, 2025 will still be subject to the prior approval requirement); (vi) if the customer is a Single Project Vehicle (“SPV”) adhering to the RIGI that pays off capital or interest on foreign financial debt within the framework of the provisions of point 14.2.1 of the Foreign Exchange Regulations; (vii) the indebtedness has an average life of not less than 2 years; and (viii) the payment is to be made simultaneously with the settlement for an amount not less than the interest amount for which access to the Foreign Exchange Market is granted for: (a) new financial borrowings included in section 3.5. of the Foreign Exchange Regulations with an average life of no less than 2 years and which include at least 1 year of grace for the payment of principal, in both cases counted from the date on which access to the Foreign Exchange Market is granted; or (b) new direct investment contributions from non-residents.
Likewise, the aforementioned conformity shall not be applicable when: (i) the client has a “Certification of Increase of Exports of Goods” for the years 2021 to 2023, issued within the framework of the provisions of the Foreign Exchange Regulations for the equivalent of the amount of capital to be paid; (ii) in case of external financial indebtedness with an average life of not less than 2 years, settled between August 21, 2021 and December 12, 2023, and which was originally used to pay commercial debts for the import of goods and services that originated the issuance of a Certificate of Entry of New Financial Indebtedness Abroad within the framework of the Foreign Exchange Regulations; (iii) in case of external financial indebtedness with an average life of not less than 2 years originated between August 27, 2021 and December 12, 2023, originated in a refinancing with the creditor of commercial debts for the imports of goods and services within the framework of the provisions of the Foreign Exchange Regulations, for which the client must have a certification for access to the Foreign Exchange Market issued within the 5 previous business days; (iv) the customer has a certification for the RADPIP and/or RADPIGN issued within the framework of the Foreign Exchange Regulations, for the equivalent of the amount of capital to be paid; and (v) it is external financial indebtedness and the access date is consistent with the conditions required to be included in such mechanism.
The Foreign Exchange Regulations establish that, as long as the requirement to obtain prior approval to access the Foreign Exchange Market to pay, at maturity, the principal and interest of external financial indebtedness, such requirement will not be applicable when the use of the funds has been the financing of projects within the framework of the Plan GasAr 2020-2024; when the funds have been deposited and settled through the Foreign Exchange Market as from November 16, 2020, and the average life of the indebtedness is not less than 2 years.
Access to the Foreign Exchange Market for the payment of new issues of debt securities
Companies may access the Foreign Exchange Market for the payment of principal and services of debt securities denominated and publicly registered abroad when the debtor has settled through the Foreign Exchange Market an amount equivalent to the face value of the external indebtedness. In case of access for the payment of capital of securities issued after November 8, 2024, the access must be at least: (i) 12 months after the issuance if the issuance took place between November 8, 2024 and April 20, 2025; (ii) 6 months after the issuance if the issuance took place between April 21, 2025 and May 15, 2025; and (iii) 18 months after the issuance if the issuance took place after May 16, 2025.
This requirement will be deemed to be met for the portion of debt securities publicly registered abroad issued as from January 7, 2021, intended to refinance pre-existing debt by extending their average life, for an amount equivalent to the refinanced principal, and provided that the new securities do not have a principal maturity schedule within 2 years, for interest accrued through the date of refinancing, and interest that would accrue during the first 2 years on the refinanced indebtedness and/or on the deferral of the refinanced principal and/or interest that would accrue on the refinanced amounts.
On January 22, 2026, the BCRA introduced certain amendments in the regime of the Foreign Exchange Regulations, referring to access to the Foreign Exchange Market for the prepayment of principal and interest prior to maturity. Overall, it maintains the general principle that this type of transaction requires prior approval from the BCRA but expands the exceptions that allow access to the Foreign Exchange Market without such approval when the prepayment is part of genuine refinancing operations. The prepayment of principal and accrued interest is permitted also for financing in foreign currency granted by a local financial institution, provided that it has not originated from a foreign credit line. Also, enables early prepayment when carried out simultaneously with the settlement of new financing in foreign currency granted by a local financial institution, provided that the other requirements set forth in that section are met.
Duly registered securities that are denominated and payable in foreign currency in Argentina
Pursuant to the Foreign Exchange Regulations, resident debt issuers will have access to the Foreign Exchange Market for the payment at maturity of principal and interest of: (i) duly registered debt securities issuances; (ii) promissory notes with public offering issued under CNV General Resolution No. 1,003/2024 and related regulations; and (iii) fiduciary debt securities issued by trustees of financial trusts with public offering carried out in accordance with the provisions of the CNV, in all cases, provided that they are denominated and payable in foreign currency in Argentina, as long as (a) they are fully subscribed in foreign currency, and (b) the proceeds of the issuance are previously settled through the Foreign Exchange Market.
The Foreign Exchange Regulations establish that financial entities may also provide resident clients with access to the Foreign Exchange Market with the objective of repaying the principal and interest on debt securities denominated in foreign currency, either in Argentina or abroad, provided that the other applicable requirements are met, and on the condition that the securities in question have been fully subscribed abroad and all funds received have been settled in the Foreign Exchange Market.
In the event that the payment must be made abroad, access to the Foreign Exchange Market may be granted up to 3 business days before the due date of the principal and/or interest.
The Foreign Exchange Regulations establish that clients who access the Foreign Exchange Market to prepay financial debts with foreign entities in the context of a refinancing, repurchase, and/or early redemption operation of existing debt from the settlement of funds received from abroad through the issuance of new debt securities that include at least a 1-year grace period for the payment of principal and that imply a minimum extension of 2 years concerning the average life of the remaining principal of the prepaid debt, may also have access to: (i) pay up to the equivalent of 5% of the principal amount of the repurchased or redeemed debt as a repurchase, early redemption, or similar premium, provided that the settlement of funds received from abroad through the issuance of new debt securities exceeds the prepaid principal amount by at least the amount of the premium paid; (ii) pay the interest accrued on the repurchased and/or redeemed debt up to the closing date of the repurchase and/or redemption operation, without the need for settlement of funds for the equivalent amount; or (iii) pay on the closing date of the repurchase and/or redemption operation, without the need for settlement of funds for the equivalent amount, the issuance expenses or other services provided by non-residents derived from the issuance of the new debt securities issued and/or the repurchase and/or redemption operation.
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The Foreign Exchange Regulations establish that the requirement of entry and settlement will be considered fulfilled for the portion of the new debt securities that are delivered by a resident to their creditors as a participation, repurchase, early redemption, or similar premium within the framework of an exchange, repurchase, and/or early redemption operation of existing debt securities, provided that: (i) the nominal value of the new securities delivered as a participation, repurchase, or early redemption premium or similar does not exceed the equivalent of 5% of the principal value of the effectively exchanged or repurchased debt; and (ii) the new debt securities include at least a 1-year grace period for the payment of principal and imply a minimum extension of 2 years concerning the average life of the remaining principal of the exchanged or repurchased debt.
The Foreign Exchange Regulations also establish that, in the event a sale transaction is concluded with a repurchase obligation through the utilization of BOPREAL procured through primary bidding, there is no obligation to consider the sale of said securities at their origin for purposes of affidavit preparation. Nevertheless, this sale transaction will not permit the client to complete transactions involving the securities in question, given that the proceeds from the sale will not cover the nominal value of the securities. Once the client has regained possession of the BOPREAL bonds, the securities will receive the same treatment as those acquired in primary bidding.
Non-resident access to the Foreign Exchange Market
Pursuant to the Foreign Exchange Regulations, the prior approval of the BCRA will be required for access to the Foreign Exchange Market by non-residents for the purchase of foreign currency, with the exception of the situations established by the Foreign Exchange Regulations, among which are the following: (i) international organizations and institutions that perform the functions of official export credit agencies; (ii) repatriations of direct investments by non-residents in companies that are not controlling entities of local financial institutions, provided that (a) the repatriation occurs at least 180 calendar days after the settlement of the contribution funds, if the contribution was received and settled on or after April 21, 2025; or (b) the repatriation occurs at least 2 years after settlement, if the contribution was received and settled between October 2, 2020 and April 20, 2025; (iii) repatriation of direct investments by non-residents is permitted up to the amount of investment contributions entered and settled through the Foreign Exchange Market, provided that all of the following conditions are met: (a) the destination of the funds has been the financing of projects framed within the Plan GasAr 2020-2024; (b) the entity has documentation proving the effective entry of the direct investment into the resident company; and (c) access occurs no earlier than two calendar years from the date of settlement in the Foreign Exchange Market of the transaction that allows for compliance with this section; (iv) repatriation of direct investments by non-residents in companies that are not controlling companies of local financial entities is permitted, provided that the relevant entity has obtained a certification for the RADPIP and/or the RADPIGN issued in accordance with the provisions of Section 3.17 of the Foreign Exchange Regulations. The repatriated amount must be equivalent to the original investment; and (v) repatriations of portfolio investments by non-residents originating from profits and dividends collected in the country since September 1, 2019, from distributions determined by the shareholders’ meeting for closed and audited balances are permitted, provided that the transaction is carried out through an exchange and/or arbitration with funds deposited in a local account and originating from collections in foreign currency of principal or interest on BOPREAL.
The Foreign Exchange Regulations establish other exceptions, such as: (i) repatriations of direct investments by non-residents in companies through the access of the resident who acquired their participation in the capital of a resident company to the extent that: (a) the access is realized simultaneously with the liquidation of funds entered from abroad through financial borrowings included in section 3.5. of the Foreign Exchange Regulations or funds from a financial loan in foreign currency granted by a local financial entity from a credit line of a foreign financial entity, which have an average life of no less than 4 years and which contemplate at least 3 years of grace for the payment of capital; (b) the resident company whose capital is transferred falls within sectors of forestry industry, tourism, infrastructure, mining, technology, steel industry, energy, oil, and gas; and (c) the operation involves the transfer of at least 10% of the capital of the resident company. In the event that, at the time of access, the client does not have the documentation proving that they have taken possession of the participation in the capital being paid, they must make a sworn statement committing to present it within 60 calendar days of accessing the Foreign Exchange Market.
On September 18, 2025, the BCRA made certain additions and amendments to the previously described provisions. In particular, the BCRA established that: (i) the provisions of the preceding paragraph shall apply to the acquisition of resident companies in all economic sectors, provided that they are not financial institutions or companies controlling such institutions; (ii) entities may also grant access to the Foreign Exchange Market to resident clients when the transaction involves the purchase of 100% of the share capital of a non-resident company whose sole asset is its stake in the local company that is the subject of the transaction. In this case, the resident client must also commit to this by means of an affidavit signed by the company’s legal representative or an authorized representative with sufficient powers to make this commitment on behalf of the company: (a) to finalize, within a maximum period of 12 months from the date of access to the Foreign Exchange Market for this transaction, the change of residence of the acquired company, establishing it as a company resident in Argentina; (b) that the local company, whose shares are indirectly acquired, will not distribute profits and dividends to the acquired foreign company until the abovementioned requirements have been fulfilled; and (c) that in the event of selling the ownership of the foreign company acquired as the controlling entity of the local company to a non-resident, the payment received must be settled through the local Foreign Exchange Market within 15 business days; (iii) repatriations of direct investment contributions by non-residents in an SPV adhering to RIGI in accordance with the Foreign Exchange Regulations; and (iv) repatriation by non-residents of principal, income, and proceeds from the sale of portfolio investments in instruments listed on local markets authorized by the CNV, mutual funds without direct listings composed of such instruments, and/or demand or term deposits with local financial institutions, provided that: (a) there is certification from a local financial institution evidencing that the investment was constituted with funds received and settled through the local Foreign Exchange Market on or after April 21, 2025. The settlement requirement shall be considered satisfied if the non-resident client has applied foreign currency directly, on or after May 23, 2025, to the primary subscription of debt securities issued by the National Treasury; (b) documentation evidencing that the amount accessing the market does not exceed the interest or principal received and/or the amount actually obtained from the sale of the investment. If the interest or sale proceeds are received in foreign currency, repatriation may be effected up to the equivalent of such amount.
Access to the Foreign Exchange Market by guarantee trusts for the payment of principal and interest
Pursuant to the Foreign Exchange Regulations, Argentine guarantee trusts created to guarantee principal and interest payments of resident debtors may access to the Foreign Exchange Market to make such payments at their scheduled maturity, to the extent that, in accordance with the applicable regulations in force, the debtor would have had access to the Foreign Exchange Market to make such payments directly. Also, under certain conditions, a trustee may access the Foreign Exchange Market to guarantee certain principal and interest payments on foreign financial debt and anticipate access to the Foreign Exchange Market.
Derivative transactions
The Foreign Exchange Regulations require that, as from September 11, 2019, the settlement of futures transactions in regulated markets, forwards, options and any other type of derivatives entered into in Argentina, be made in Argentine pesos.
Likewise, access to the Foreign Exchange Market will be allowed for the payment of premiums, constitution of guarantees and cancellations corresponding to interest rate hedging contract transactions for the obligations of residents abroad declared and validated, as applicable, in the Relevance of Foreign Assets and Liabilities, provided that such guarantees do not cover risks higher than the foreign liabilities incurred by the debtor at the interest rate of the risk being hedged through such transaction. The client that accesses the local market through this mechanism must designate an authorized financial entity to operate in the Foreign Exchange Market that will follow up the operation and will submit an affidavit committing to repatriate and settle the funds corresponding to it as a consequence of such operation or as a consequence of the release of the money from the guarantee, within 5 business days following the date on which such payment or release occurs.
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Profit and dividend payment
Pursuant to the Foreign Exchange Regulations, access to the Foreign Exchange Market for the transfer of foreign currency abroad for the payment of dividends and profits to non-resident shareholders is subject to the prior approval of the BCRA, unless the following requirements are met:
Dividends must correspond to closed and audited financial statements.
The total amount paid to non-resident shareholders shall not exceed the amount in Argentine pesos that correspond according to the distribution determined by the shareholders’ meeting.
If applicable, the External Assets and Liabilities Survey must have been complied with regarding the transactions involved.
The company falls within one of the following situations and fulfills all the conditions in each case:
Dividends correspond to profits from fiscal years beginning on or after January 1, 2025.
The company carries out an exchange and/or arbitrage transaction with funds deposited in a local account and originating from foreign currency collections of principal or interest on BOPREAL.
Records direct investment contributions settled as of January 17, 2020: (i) the total amount of transfers made in the Foreign Exchange Market for the payment of dividends to non-resident shareholders may not exceed 30% of the total value of the capital contributions made in the local company that have entered and been settled through the Foreign Exchange Market as of January 17, 2020; (ii) access will only be granted after the expiration of a term of not less than 30 calendar days from the settlement date of the last capital contribution taken into account to determine the aforementioned 30% capital cap; and (iii) the definitive capitalization of the capital contributions must be accredited or, failing that, the filing of the registration procedure of the capital contribution with the Public Registry must be evidenced. In this case, the accreditation of the definitive capitalization must be made within 365 calendar days following the date of the initial filing with the Public Registry.
Profits generated in projects under the Plan GasAr 2020-2024 that fulfill the following requirements: (i) the profits generated by the foreign direct investment contributions are entered and settled through the Foreign Exchange Market. If the client is a direct beneficiary of Decree No. 277/2022, the value of the benefits of the Decree used by the client, directly or indirectly, shall be deducted from the amount allowed in the preceding paragraph; (ii) the access to the Foreign Exchange Market occurs no earlier than 2 years from the date of settlement in the Foreign Exchange Market of the contribution that allows the framing in this section; and (iii) the client must submit the documentation supporting the definitive capitalization of the contribution.
The client engages in an exchange and/or arbitration transaction with funds deposited in a local account and originating from collections in foreign currency of principal or interest on BOPREAL.
The client must have a Certification of Increased Exports of Goods for the years 2021 to 2023 for the equivalent value of the profits and dividends being paid.
It has a certification for the RADPIP and/or RADPIGN for the equivalent value of the profits and dividends being paid.
The client is an SPV adhered to the RIGI and the profits correspond to foreign direct investment contributions that fall under the provisions of the Foreign Exchange Regulations. In this case, the customer must submit the documentation supporting the definitive capitalization of the contribution.
The Foreign Exchange Regulations establish that clients may subscribe BOPREAL for an amount equivalent to the profits and dividends pending payment to non-resident shareholders, in accordance with the distribution determined by the shareholders’ meeting, in local currency, as long as prior approval of the BCRA is required and Section 4.6.1. is complied with. It is the responsibility of the entity completing the subscription on behalf of the client to verify compliance with the established requirements.
Moreover, clients may access to the Foreign Exchange Market for the payment of profits and dividends, provided that the applicable requirements are met, by carrying out an exchange and/or arbitration with funds deposited in a local account and originating from collections of principal and interest in foreign currency of BOPREAL, as long as Section 4.6.1. is complied with.
Regards to the profits and dividends accrued in Argentine pesos within the country by non-residents from September 1, 2019, and which have not been remitted abroad, the Foreign Exchange Regulations establish, among other things, that non-resident clients may subscribe BOPREAL for up to the equivalent amount in local currency of the profits and dividends collected from September 1, 2019, according to the distribution determined by the shareholders’ meeting, adjusted by the latest available CPI published by the INDEC at the subscription date.
Other specific provisions
Swaps, arbitrage and securities transactions
Financial institutions may carry out foreign exchange operations and arbitrage operations with their clients in the following cases:
Transfers of funds from an individual’s local accounts (which are already in foreign currency) to their own bank accounts outside of Argentina.
Transfer of foreign currency abroad by local common depositaries of marketable securities in connection with income received in foreign currency on account of principal and interest services on Argentine treasury bonds or BCRA bonds when such transaction is part of the payment procedure at the request of foreign common depositaries.
Transfer of foreign currency abroad to pay for imports of goods and services within the framework of the provisions of Sections 10.10.2.13., 10.10.2.14., and 13.3.9. of the Foreign Exchange Regulations from foreign currency funds deposited in local financial institutions.
Arbitrage transactions not originating in transfers from abroad may be carried out without any restriction, to the extent that the funds are debited from a foreign currency account held by the customer with a local financial institution.
Exchange and arbitration transactions with funds deposited in a local account and originating from collections of principal and interest in foreign currency of BOPREAL are intended for the following purposes, provided that the applicable requirements are met: (a) the payment of commercial liabilities for imported goods with customs entry registration up to December 12, 2023, eligible in accordance with the Foreign Exchange Regulations; (b) the payment of commercial liabilities for services rendered or accrued up to December 12, 2023, eligible in accordance with the provisions of the Foreign Exchange Regulations; (c) the payment of debt accrued up to December 12, 2023, with non-resident shareholders from profits and dividends eligible according to the Foreign Exchange Regulations; (d) the payment of debts. Furthermore, non-resident shareholders may repatriate profits and dividends eligible according to the Foreign Exchange Regulations. Additionally, both (i) the repatriation of portfolio investments originated from profits and dividends collected in the country since September 1, 2019; and (ii) the payment of principal and compensatory interest on debts with related counterparties that were eligible in accordance with Section 4.7 is also allowed under the Foreign Exchange Regulations.
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All other exchange and arbitrage operations may be carried out by customers without the prior approval of the BCRA to the extent that they would be permitted without such approval under other exchange regulations, which also applies to local common securities depositories with respect to income received in foreign currency as payments of principal and interest on foreign currency securities paid in Argentina.
If the transfer is made in the same currency in which the account is denominated, the financial institution will credit or debit the same amount as that received or sent from abroad.
Securities transactions
CNV General Resolution No. 1,062/2025 established a minimum holding period of 1 business day counted as of its accreditation at the Central Depository Agent of Negotiable Securities (“Agente Depositario Central de Valores Negociables”) for:
Sales of securities with settlement in foreign currency, regardless of jurisdiction or issuance law, to the extent that the purchase of said securities has been made with Argentine pesos and by clients that do not qualify as resident individuals.
Transfers of securities acquired by clients that do not qualify as resident individuals with settlement in local currency to foreign depository entities, regardless of issuance law, unless their accreditation (a) results from a primary placement of securities issued by the National Treasury or by the BCRA, or (b) refers to Argentine shares and/or CEDEARs traded in markets regulated by the CNV, among others.
Applying securities from foreign depository entities to transactions with settlement in foreign currency.
Intermediaries and trading agents must verify compliance with the aforementioned minimum holding periods.
Pursuant to applicable CNV regulations, prior to executing or registering any of the securities trades set forth in Sections 3.16.3.1. and 3.16.3.2. of the Foreign Exchange Regulations in CNV-authorized markets, local brokers must:
If the trade is to be performed by non-resident clients that do not qualify as foreign brokers: (i) ensure that the trades are for such client’s own portfolio and financed with its own funds, and (ii) ensure the trades do not exceed Ps. 200 million per day.
If the trade is to be performed by non-resident clients that qualify as foreign brokers, whether acting for their own portfolio or on behalf of Argentine clients, ensure that the trades do not exceed Ps. 200 million per client per day. If the foreign broker is acting as a depositary of shares issued by local issuers and carries out the trade for purposes of paying dividends to holders of ADRs, Global Deposit Receipts (“GDRs”) or similar certificates held in custody abroad, it is not subject to this requirement.
If the trade is to be performed by resident clients, acting for their own or on behalf of resident or non-resident third parties, ensure that the trades do not exceed Ps. 200 million per client per day.
If the trade is to be performed by resident clients acting for their own portfolio and financed with their own funds, the above-mentioned daily trading limit does not apply.
The aforementioned trade restrictions do not apply to BOPREAL acquired in primary bidding and to the sale of securities with settlement in foreign currency and in the local jurisdiction previously acquired in pesos by individual or corporate resident clients with funds from UVA mortgage loans. These clients must be granted the funds by financial entities authorized to act as such under terms of Law No. 21,526. Furthermore, the proceeds from these sales must be applied to the purchase of real estate in the country within the framework of the aforementioned credits.
SPVs adhered to the RIGI
The Foreign Exchange Regulations establish the rules pertaining to the foreign exchange benefits for SPVs that have adhered to the RIGI. In this sense, the BCRA has established: (i) exceptions to the mandatory inflow and settlement of export proceeds in foreign currency made by a SPV adhering to the RIGI; (ii) exceptions to the mandatory inflow and settlement of foreign currency arising from export of services; (iii) access to the Foreign Exchange Market to make payments of certain expenses; (iv) access to the Foreign Exchange Market to make payments of dividends to non-resident shareholders; (v) application abroad of proceeds from exports of goods; and (vi) exchange stability applicable to the SPV on the date of adherence to the RIGI.
The Bases Law created the RIGI, which promotes tax, customs and exchange benefits for projects that qualify as large investments. The RIGI guarantees tax, customs and foreign exchange regulatory stability for 30 years from accession, protecting investment projects from more burdensome legislative (see Notes 35.g) and 35.l) to the Audited Consolidated Financial Statements). In the case of exchange benefits, some are at the option of the applicant, such as the possibility that, subject to the scheme established in the Bases Law, the funds from the collection of exports are considered freely available and can be kept abroad in accordance with the provisions of Article 198 of the Bases Law and Articles 94 and subsequent articles of Decree No. 749/2024, as amended and supplemented.
Projects under Decree No. 929/2013
The Foreign Exchange Regulations establish that, at the request of a client that has a project included in the investment promotion regime for the exploitation of hydrocarbons established by Decree No. 929/2013, the entity may consider the follow-up of a shipment permit fulfilled for the part of the permit that is covered by a “Decree No. 929/2013 Certificate” issued under the provisions of SE Resolution No. 26/2023.
BCRA information regime
On December 28, 2017, the BCRA replaced the information regimes established in Communication “A” 3,602 and Communication “A” 4,237 with Communication “A” 6,401 (and the complementary Communication “A” 6,795 and “A” 8,304), a unified regime applicable from December 31, 2017 (the “External Assets and Liabilities Survey”). The reporting requirements under the information regime are contingent upon the final balance of foreign assets and liabilities:
For individuals or entities whose balance, acquisition, or sale of external assets and liabilities at the end of a given calendar year is equal to or exceeds the equivalent of US$ 50 million, a quarterly affidavit prior to the end of each quarter and an annual affidavit, which permits the correction, affirmation, or update of quarterly affidavits, must be filed.
For individuals or entities whose balance, acquisition, or sale of external assets and liabilities at the conclusion of a given calendar year exceeds US$ 10 million but does not exceed US$ 50 million, an annual affidavit is the sole requisite form of compliance.
For individuals or entities whose balance, acquisition, or sale of external assets and liabilities at the conclusion of a specified calendar year exceeds US$ 1 million but does not exceed US$ 10 million, a streamlined annual affidavit is the sole requisite documentation.
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Beginning in the first quarter of 2026, the External Assets and Liabilities Survey report will be subject to the following guidelines:
Primary Sample: Legal entities and individuals with total external assets and liabilities of US$ 10 million or more at the end of any quarter must submit a quarterly report.
If a declarant belongs to the primary sample in any quarter, they remain in the primary sample for the entire calendar year.
If a declarant no longer has external liabilities, they must still file a report for the quarter in which the liabilities were canceled.
Primary sample entities are not required to submit quarterly income statements but must file a simplified annual report including only investor-related forms and statements of income, changes in equity, and balance sheet.
Secondary Sample: Legal entities or individuals with total external assets and liabilities of less than US$ 10 million at the end of a quarter.
If this condition is met every quarter of the year, only an annual report is required.
If, in any quarter, external assets or liabilities equal or exceed US$ 10 million, the declarant moves to the primary sample and must comply with primary sample reporting requirements.
If the declarant ceases to have external liabilities, they must file the annual report for that year to reflect the cancellation.
To be eligible for the Secondary Sample, the declarant must not have debts equal to or exceeding the threshold in other BCRA-related surveys at the end of the reference quarter. Entities may not charge fees for reporting reductions in such debts without access to the foreign exchange market.
Access to the Foreign Exchange Market for the repayment of foreign financial debt and other operations is contingent upon the debtor’s compliance with the External Assets and Liabilities Survey. See “Item 10. Additional information—Exchange regulations—Specific provisions for proceeds from the Foreign Exchange Market—External financial indebtedness”.
Advance Notice of Foreign Exchange Operations
Entities authorized to operate with foreign currency shall provide the BCRA with daily information on outgoing operations through the Foreign Exchange Market. This information must be provided daily, with the deadline for submission being 3 p.m. on the business day following the day reported. Clients shall inform financial entities in advance, so that they can comply with the requirements of this information regime. Consequently, as long as the other requirements established in the Foreign Exchange Regulations are simultaneously met, they can process foreign exchange transactions.
Criminal Exchange Regime
The Foreign Exchange Regulations establish that transactions that do not comply with the exchange regulations established by such regulations will be subject to the Criminal Exchange Regime (Law No. 19,359 and amendments).
For further information on the exchange control restrictions and regulations in force, you should consult your legal advisors and read the applicable rules mentioned in this document, as well as their amendments and complementary regulations, which are available on the website: https://www.infoleg.gob.ar/ or on the BCRA’s website: https://www.bcra.gob.ar/, as applicable. The information contained on those websites is not an integral part of this annual report and is not deemed to be incorporated herein.
Taxation
Argentine tax considerations
The following description is a summary of the material Argentine tax considerations related to the purchase, ownership and disposition of our Class D shares or ADSs, based upon tax laws of Argentina as in effect on the date of this annual report, and subject to any change in Argentine law that may come into effect after such date. Any change could apply retroactively and could affect the continued validity of this summary. Holders are encouraged to consult their tax advisors regarding the tax treatment of our Class D shares or ADSs considering their specific circumstances. Although the following description is based on a reasonable interpretation of the rules in force, there can be no assurance that the tax authorities or the courts will agree with each and every one of the comments made herein.
Income tax (“IT”)
Taxation on dividends
No Argentine IT withholding would apply on dividends paid on our Class D shares or ADSs derived from profits earned during tax periods beginning up to December 31, 2017, whether disbursed in cash, property or other equity securities, except for the application of the equalization tax (“Equalization Tax”). The Equalization Tax applies to dividends exceeding the “net accumulated taxable income” from the immediate prior fiscal period at the time of distribution. To determine the “net accumulated taxable income” under Argentine Income Tax Law (“Income Tax Law”), the IT paid in the same fiscal period should be subtracted and the local dividends received in the previous fiscal period should be added to such income. The Equalization Tax would be imposed at a 35% rate on the excess amount. It is considered a final tax, and it is not applicable if dividends are paid in shares (“acciones liberadas”) instead of cash. If applicable, the Company is responsible for withholding the IT.
Dividends originated in profits obtained during fiscal years initiated on or after January 1, 2018, paid to Argentine resident individuals and/or non-Argentine residents would be subject to a 7% IT withholding as a single and definitive payment on the amount of such dividends (“Dividend Tax”). If dividends are distributed to Argentine entities (in general, entities organized or incorporated under Argentine law, local branches of non-Argentine entities, sole proprietorships and individuals carrying on certain commercial activities in Argentina, among others), no Dividend Tax would apply. Equalization Tax is not applicable for dividends originated in profits obtained during fiscal years initiated on or after January 1, 2018.
Taxation on capital gains
Capital gains arising from the transfer of shares, as well as quotas and other equity interests and other securities, are subject to IT, unless an exemption applies. Argentine entities are subject to IT on the net income derived from the sale, exchange or other disposition of shares and ADSs, through a progressive tax rate system ranging from 25% to 35% based on the taxpayer’s net accumulated taxable income.
Losses arising from the sale of shares and ADSs can only be offset against income derived from the same type and source of operations for a five-year carryover period.
Argentine resident individuals and undivided estates located in Argentina are exempt from IT on income derived from the sale, exchange or other disposition of shares and other securities when: (i) shares are placed through a CNV-authorized public offering; (ii) shares are traded on CNV-authorized stock markets with segments that ensure priority of price-time and bid interference; and/or (iii) the sale, exchange or other disposition of shares is made through CNV-authorized tender offer regimes and/or share exchanges.
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Argentine resident individuals and undivided estates located in Argentina are also exempt from capital gains tax on the sale, exchange or disposal of certain securities (including shares), not included in the exemption mentioned before. This exemption applies to the extent that said securities are listed on CNV-authorized stock exchanges or securities markets. For these purposes, the limitation that foresees that total or partial exemptions established or that will be established in the future by special laws for securities issued by national, provincial, or municipal states or the Autonomous City of Buenos Aires will not have effects on IT for Argentine resident individuals and undivided estates located in Argentina would not apply.
In case the abovementioned exemptions are not applicable, income obtained by Argentine resident individuals and undivided estates located in Argentina derived from the sale, exchange, or other disposal of shares and ADSs is subject to a 15% capital gains tax on net income, which is calculated in Argentine pesos. The acquisition cost may be adjusted based on the CPI inflation index rate published by the INDEC, to the extent that the equity participation has been acquired after January 1, 2018.
If Argentine resident individuals and undivided estates located in Argentina: (a) convert non-exempt ADSs into shares eligible for exemption; or (b) convert non-exempt shares into exempt securities representing shares, such conversion will be taxed on the fair market value at the time of the conversion. Upon completion of the conversion, the results obtained from any subsequent sale, exchange, swap or any other disposition of the underlying shares or securities representing shares would be exempt from IT, provided that the conditions specified in points (i), (ii) and/or (iii) of the paragraph above are satisfied.
Non-Argentine resident individuals or legal entities located outside Argentina (“Foreign Beneficiaries”) are exempt from IT derived from the sale, exchange or other disposition of Argentine shares in the following situations: (i) when the shares are placed through a CNV-authorized public offering; (ii) when shares are traded on CNV-authorized stock markets, with segments that ensure priority of price-time and bid interference; and/or (iii) the sale, exchange or other disposition of shares through CNV-authorized tender offer regimes and/or share exchanges. The exemption applies to the extent the Foreign Beneficiaries do not reside in a “non-cooperative jurisdiction”, nor their funds are channelled through “non-cooperative jurisdictions”.
Although income derived from the sale, exchange or other disposition of ADSs of Argentine entities is considered as Argentine source income, capital gains resulting from the sale, exchange or other disposition of ADSs by Foreign Beneficiaries that do not reside in a “non-cooperative jurisdiction” and/or whose funds are not channeled through “non-cooperative jurisdictions” are exempt from IT on capital gains, as long as the underlying shares are authorized for public offering by the CNV.
In the event that Foreign Beneficiaries undergo a conversion process of shares not eligible for the exemption into securities representing shares that are exempt from IT, such conversion would be taxable for IT purposes based on their fair market value at the time of the conversion.
If Foreign Beneficiaries reside in a “non-cooperating jurisdiction” or if the invested funds are channeled through a “non-cooperating jurisdiction”, the aforementioned exemptions do not apply. Consequently, any capital gains resulting from the disposal of Class D shares or ADSs will be subject to IT at a rate of 31.5% on the gross sale price.
In cases where the exemption is not applicable and Foreign Beneficiaries do not reside in a “non-cooperative jurisdiction”, nor their funds had channeled through “non-cooperative jurisdictions”, the gain derived from the disposition of ADSs would be subject to IT at a 15% withholding rate on the net capital gain or at a rate of 13.5% on the gross price. AFIP General Resolution No. 4,227/2018 regulates the mechanism to pay the corresponding IT, when applicable.
Personal assets tax (“PAT”)
Argentine resident individuals and undivided estates located in Argentina, foreign individuals and undivided estates located outside Argentina and foreign entities are subject to a personal assets tax of 0.5% of the value of any share issued by Argentine entities governed by the Argentine General Corporations Law, held as of December 31 of each year. The PAT is imposed on Argentine issuers of such shares, such as us, which pays this tax on behalf of the relevant shareholders; and is calculated based on the proportional net equity value (“valor patrimonial proporcional”) of the shares, derived from the latest financial statements on December 31 of each year. According to the Argentine Personal Assets Tax Law, the Company is entitled and expects to seek reimbursement of such paid tax from the applicable shareholders, including by foreclosing on the shares, or by withholding dividends.
Under existing regulations, the applicable tax treatment for Argentine resident individuals who hold securities representing Argentine shares (such as the ADSs) is currently unclear. Additionally, there is uncertainty about how the PAT should be estimated in those cases.
Tax on debits and credits in bank accounts (“TDC”)
The TDC is levied, with certain exceptions, for debits and credits on checking accounts maintained at financial institutions located in Argentina and other transactions that are used as a substitute for the use of checking accounts. The general tax rate is 0.6% for each debit and credit, although there are reduced rates of 0.075%, as well as increased rates of 1.2%.
The account holder may use up to 33% of the amounts paid for TDC for taxable events subject to the general rate of 0.6%, as well as those taxed at the rate of 1.2%, as a credit against IT. The remaining amount is deductible for IT purposes. If lower rates were applied, the available credit would be reduced to 20%.
The TDC has certain exemptions. Debits and credits in special checking accounts (created under Communication “A” 3,250 of the BCRA) are exempted from TDC if the accounts are held by foreign legal entities and if they are exclusively used for financial investments in Argentina. For certain exemptions and/or tax rate reductions to apply, bank accounts must be registered with the corresponding tax authority in accordance with AFIP General Resolution No. 3,900/2016.
Whenever financial institutions governed by Law No. 21,526 on financial entities make payments acting in their own name and behalf, the application of the TDC is restricted to certain specific transactions that include, among others, dividends or profits distributions.
Value added tax (“VAT”)
The sale, exchange or other disposition of our Class D shares or ADSs and the distribution of dividends are exempt from the VAT.
Stamp tax
The stamp tax is an Argentine local tax that is applicable to the execution of onerous acts, agreements and/or operations within a provincial jurisdiction or the Autonomous City of Buenos Aires, or outside Argentina but with effects in one or more local jurisdictions. Each local jurisdiction applies a different set of tax rates based on the type of operation. Consequently, stamp tax may apply in certain Argentine provinces if transfer of our Class D shares or ADSs is performed or executed in such jurisdictions by means of written agreements. However, many local jurisdictions (including the Autonomous City of Buenos Aires) have in place an exemption for agreements regarding the sale of shares and other securities that are authorized for public offering by the CNV. This exemption will be void if the public placement of such shares or other securities is not completed within 180 days of the granting of authorization by the CNV.
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Gross turnover tax (“GTT”)
The GTT is an Argentine local tax, applicable to gross revenues resulting from the regular and onerous exercise of commerce, industry, profession, business, services or any other onerous activity conducted on a regular basis within the respective provincial Argentine jurisdiction. Each jurisdiction applies a different set of tax rates based on the type of activity. Consequently, GTT could be applicable on the transfer of Class D shares or ADSs and on the perception of dividends, depending on the local jurisdictions involved. Under the Tax Code of the Autonomous City of Buenos Aires, any transaction with shares as well as the perception of dividends are exempt from GTT.
Regimes for the collection of provincial tax revenues on the amounts credited to bank accounts
Different Argentine tax authorities have established collection regimes for GTT purposes applicable to those credits generated in accounts registered at financial entities. These regimes apply to those taxpayers included in the monthly lists provided by the tax authorities of each jurisdiction. The applicable rates may vary depending on the jurisdiction involved. Collections made under these regimes shall be considered as a payment on account of the GTT. Note that certain jurisdictions have excluded the application of these regimes on certain financial transactions. Holders of Class D shares and ADSs shall corroborate the existence of any exclusions to these regimes in accordance with the jurisdiction involved.
Estate and gift tax
There are no federal inheritance or succession taxes applicable to the ownership, transfer or other disposition of our Class D shares or ADSs.
The Buenos Aires Province has imposed a tax on gratuitous transfer of assets, including inheritance, legacies, donations, etc.
Regarding the fiscal year 2025, gratuitous transfers of assets are exempt from this tax when their total amount, without including deductions, exemptions and exclusions, is equal to or less than Ps. 2,038,752, or Ps. 8,488,486 in the case of transfers between parents, children, and spouses. For the fiscal year 2026 gratuitous transfers of assets are exempt from this tax when their total amount, without including deductions, exemptions and exclusions, is equal to or less than Ps. 5,606,568, or Ps. 23,343,337 in the case of transfers between parents, children, and spouses.
The amount to be taxed, which includes a fixed component and a variable component that is based on differential rates (which range from 1.603% to 9.513%), varies according to the property value to be transferred and the degree of kinship of the parties involved. The transfer of Class D shares or ADSs among residents of the Buenos Aires Province shall be subject to this tax if the corresponding conditions are met.
Regarding the existence of taxes on the gratuitous transfer of assets in the remaining Argentine provincial jurisdictions, the analysis must be carried out taking into consideration the legislation in force in each Argentine province.
Court tax
If it becomes necessary to institute enforcement proceedings in relation to our Class D shares and ADSs in the Argentine federal courts or the courts sitting in the Autonomous City of Buenos Aires, a court tax (in general at a rate of 3.0%) will be imposed on the amount of any claim brought before such courts. Certain court and other taxes could be imposed on the amount of any claim brought before Argentine provincial courts.
Incoming funds arising from “non-cooperative jurisdiction” or “low or nil tax jurisdictions”
According to Article 82 of Law No. 27,430, for fiscal purposes, any reference to “low tax or no tax countries” or “non-cooperative countries” should be understood to be “non-cooperative jurisdictions or low or nil tax jurisdictions,” as defined in Article 19 and Article 20 of the Income Tax Law.
Under Article 19 of the Income Tax Law, “non-cooperative jurisdictions” are those countries or jurisdictions that do not have an agreement in force with the Argentine government for the exchange of information on tax matters or a treaty to avoid international double taxation with a broad clause for the exchange of information. Likewise, those countries that, having an agreement of this type in force, do not effectively comply with the exchange of information will also be considered as “non-cooperative jurisdiction”. The treaties and agreements must comply with international standards of transparency and exchange of information on fiscal matters to which the Argentine government has committed. The Executive Branch published a list of the non-cooperative jurisdictions based on the criteria above, currently included in Article 24 of the Regulatory Decree of the Income Tax Law.
In turn, “low or nil tax jurisdictions” are defined as those countries, domains, jurisdictions, territories, associated states or special tax regimes in which the maximum corporate IT rate is lower than 60% of the minimum corporate income tax rate established in the first paragraph of Article 73 of the Income Tax Law.
Pursuant to Article 25 of the Regulatory Decree of the Income Tax Law, for purposes of determining the taxation level, the aggregate corporate tax rate in each jurisdiction, regardless of the governmental level on which the taxes were levied must be considered. In turn, “special tax regime” is understood as any regulation or specific scheme that departs from the general corporate tax regime applicable in said country and results in an effective rate below that stated under the general regime.
According to the legal presumption under Article 18.2 of Law No. 11,683, incoming funds from “low or nil jurisdictions” could be deemed unjustified net worth increases for the Argentine party, no matter the nature of the operation involved.
The unjustified increases in net worth mentioned in the preceding paragraph, plus an additional 10% attributed as income used or consumed in non-deductible expenses, constitute net gains for the fiscal year in which they occur, for the purpose of determining the IT. Furthermore, they may serve as a basis for estimating the omitted taxable transactions during the corresponding fiscal year for the VAT and internal taxes, if applicable.
The Argentine party may rebut such legal presumption by duly evidencing before the Argentine tax authority that the funds arise from activities effectively performed by the Argentine party or by a third-party in such jurisdiction, or that such funds have been previously declared.
Tax treaties
Argentina has tax treaties for the avoidance of double taxation currently in force with Australia, Belgium, Bolivia, Brazil, Canada, Chile, China, Denmark, Finland, France, Germany, Italy, Mexico, Netherlands, Norway, Qatar, Russia, Spain, Sweden, Switzerland, United Arab Emirates, United Kingdom, Turkey and Uruguay (through an information exchange treaty that contains clauses for avoidance of double taxation). Tax treaties between Argentina and Austria, Japan and Luxemburg have been signed, but the treaties have not yet been ratified by their respective governments.
There is currently no tax treaty or convention in effect between Argentina and the United States. However, since January 2021, an international administrative agreement for the exchange of information between the ARCA and the United States tax administration (Internal Revenue Service or “IRS”), has been in force.
The Multilateral Convention to Implement Tax Treaty Related Measures to Prevent Base Erosion and Profit Shifting (“MLI”), under the OECD framework has been approved by Law No. 27,788 and ratified by Argentina on September 29, 2025. The MLI will apply to certain taxable events occurring on or after January 1, 2026, and could alter enforcement of tax treaties to avoid double taxation concluded by Argentina with other countries that have also signed the MLI.
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United States federal income tax (“U.S. IT”) considerations
The following is a summary of material U.S. IT consequences of owning and disposing of our Class D shares or ADSs. This discussion does not purport to be a comprehensive description of all the tax considerations that may be relevant to a particular person’s decision to hold such securities. Holders are encouraged to consult a tax advisor concerning the U.S. federal, state, local and foreign tax consequences of owning and disposing of our Class D shares or ADSs as applicable to each holder’s particular circumstances.
As used hereinafter, a “U.S. Holder” is a beneficial owner of our Class D shares or ADSs and who is, for U.S. IT purposes, a citizen or resident of the United States, a domestic corporation or a person or entity that otherwise is subject to U.S. federal income taxation on a net income basis in respect of such shares or ADSs.
This discussion applies only if you are a U.S. Holder and you hold our Class D shares or ADSs as capital assets for U.S. IT purposes, and it does not describe all the tax consequences that may be relevant to holders, subject to special rules, such as:
Certain financial institutions.
Insurance companies.
Dealers and traders in securities or financial instruments, who use a mark-to-market method of tax accounting.
Persons holding our Class D shares or ADSs as part of a hedge, straddle, wash sale, conversion transaction, integrated transaction or similar transaction or persons entering into a constructive sale with respect to our Class D shares or ADSs.
Persons whose functional currency for U.S. IT purposes is not the U.S. dollar.
Entities classified as partnerships for U.S. IT purposes (or partners therein).
Persons who acquired our Class D shares or ADSs pursuant to the exercise of an employee stock option or otherwise as compensation.
Persons holding Class D shares or ADSs in connection with a trade or business conducted outside the United States.
Tax-exempt entities, including “individual retirement accounts” or “Roth IRAs”.
Persons holding our Class D shares or ADSs that own or are deemed to own 10% or more of our stock by vote or value.
This discussion is based on the Internal Revenue Code of 1986, as amended (“Code”), administrative pronouncements, judicial decisions and final, temporary and proposed U.S. Treasury regulations, all in force as of the date of this annual report. These laws are subject to change, possibly on a retroactive basis. It is also based in part on representations by the Depositary and assumes that each obligation under the Deposit Agreement and any related agreement will be performed in accordance with its terms. This summary does not address state, local or foreign taxes, the U.S. federal estate and gift taxes, the Medicare contribution tax applicable to net investment income of certain non-corporate U.S. Holders, or alternative minimum tax consequences of acquiring, holding or disposing of our Class D shares or ADSs.
In general, if you own ADSs, you will be treated as the owner of the underlying shares represented by those ADSs for U.S. IT purposes. Accordingly, no gain or loss will be recognized if you exchange ADSs for the underlying shares represented by those ADSs.
The U.S. Treasury has expressed concerns that parties to whom ADSs are released before the underlying shares are delivered to the depositary, or intermediaries in the chain of ownership between U.S. Holders and the issuer of the shares underlying the ADSs, may be taking actions that are inconsistent with the claiming of foreign tax credits by U.S. Holders of ADSs. Such actions would also be inconsistent with the claiming of the reduced rate of tax, described below, applicable to dividends received by certain non-corporate holders. Accordingly, the analysis of the creditability of Argentine taxes, and the availability of the reduced tax rate for dividends received by certain non-corporate holders, each described below, could be affected by actions taken by such parties or intermediaries.
Taxation of distributions
Subject to the discussion of the PFIC rules below (see “Item 10. Additional information—Taxation—United States federal income tax (“U.S. IT”) considerations—Passive foreign investment company (“PFIC”) rules”), distributions paid on our Class D shares or ADSs, other than certain pro rata distributions of ordinary shares, will be treated as dividends to the extent paid out of current or accumulated earnings and profits (as determined under U.S. IT principles). Because we do not maintain calculations of earnings and profits under U.S. IT principles, it is expected that distributions will generally be reported to U.S. Holders as dividends. Dividends received by non-corporate U.S. Holders generally will be subject to tax at a preferential rate if the dividends are “qualified dividend income”.
Subject to certain exceptions for short-term positions, dividends paid on our Class D shares or ADSs will be treated as “qualified dividend income” if (i) the Class D shares or ADSs, as applicable, are readily tradable on an established securities market in the United States, and (ii) we were not in the year prior to the year in which the dividend was paid and are not in the year in which the dividend is paid, a PFIC. Our ADSs are listed on NYSE and will qualify as readily tradable on an established securities market in the United States as long as they are so listed.
Additionally, based on our audited financial statements and relevant market and shareholder data, we believe that we were not treated as a PFIC for U.S. IT purposes with respect to our 2024 and 2025 taxable years. For more information regarding PFIC rules. Because the Class D shares are not themselves listed on a U.S. exchange, dividends received with respect to our Class D shares that are not represented by ADSs may not be treated as qualified dividends. You should consult your own tax advisor to determine whether the favorable rate may apply to dividends you receive in respect of our Class D shares or ADSs and whether you are subject to any special rules that limit your ability to be taxed at this favorable rate. The amount of a dividend will include any amounts withheld in respect of Argentine IT. The dividends will be treated as foreign-source dividend income and may not be eligible for the dividends-received deduction generally allowed to U.S. corporations under the Code.
Any dividends paid in Argentine pesos will be included in your income in a U.S. dollar amount calculated by reference to the exchange rate in effect on the date of your, or in the case of ADSs, the Depositary’s, receipt of the dividend, regardless of whether the payment is in fact converted into U.S. dollars. If the dividend is converted into U.S. dollars on the date of receipt, you generally would not recognize foreign currency gain or loss in respect of the dividend income. You may have foreign currency gain or loss if the dividend is converted into U.S. dollars after the date of receipt. Foreign currency gain or loss that you recognize will generally be treated as U.S.-source ordinary income.
Subject to generally applicable limitations (including a minimum holding period requirement) that may vary depending upon your circumstances, Argentine IT, if any, withheld from dividends on our Class D shares or ADSs may be creditable against your U.S. IT liability. These generally applicable limitations and conditions include requirements adopted by the U.S. IRS in regulations promulgated in 2021 and any Argentine IT will need to satisfy these requirements in order to be eligible to be a creditable tax for a U.S. Holder.
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In the case of a U.S. Holder that consistently elects to apply a modified version of these rules under temporary guidance and complies with specific requirements set forth in such guidance, the Argentine IT on dividends will be treated as meeting the new requirements and therefore as a creditable tax. In the case of all other U.S. Holders, the application of these requirements to the Argentine IT on dividends is uncertain and we have not determined whether these requirements have been met. If the Argentine IT on dividends is not a creditable tax or the U.S. Holder does not elect to claim a foreign tax credit for any foreign income taxes paid or accrued in the same taxable year, the U.S. Holder may be able to deduct the Argentine IT in computing such U.S. Holder’s taxable income for U.S. IT purposes. Dividend distributions will constitute income from sources without the United States and, for U.S. Holders that elect to claim foreign tax credits, generally will constitute “passive category income” for foreign tax credit purposes. Amounts paid on account of the Argentine PAT may not be eligible for credit against your U.S. IT liability.
You should consult your tax advisor to determine the tax consequences applicable to you as a result of the payment of the Argentine PAT or the withholding of the amount of such tax from distributions, including whether such amounts are includible in income or are deductible for U.S. IT purposes. The availability and calculation of foreign tax credits and deductions for foreign taxes depend on a U.S. Holder’s particular circumstances and involve the application of complex rules to those circumstances. The temporary guidance mentioned above also indicates that the U.S. Treasury and the U.S. IRS are considering proposing amendments to the 2021 regulations and that the temporary guidance can be relied upon until additional guidance is issued that withdraws or modifies the temporary guidance. You are urged to consult your tax advisor regarding the availability of the foreign tax credit under your particular circumstances.
Sale or other disposition of our Class D shares or ADSs
Subject to the discussion of the PFIC rules below (see “Item 10. Additional information—Taxation—United States federal income tax (“U.S. IT”) considerations—Passive foreign investment company (“PFIC”) rules”), gain or loss you realize on the sale or other disposition of our Class D shares or ADSs for U.S. IT purposes generally will be capital gain or loss and will be long-term capital gain or loss if you held the Class D shares or ADSs for more than one year. The amount of your gain or loss will be equal to the difference between the amount realized on the disposition and your adjusted tax basis in the relevant Class D shares or ADSs, each as determined in U.S. dollars. The deductibility of capital losses is subject to limitations.
If Argentine IT is withheld on the sale or other disposition of our Class D shares or ADSs, the amount realized by a U.S. Holder will include the gross amount of the proceeds of the sale or other disposition before deduction of such tax. A U.S. Holder generally will not be entitled to credit any Argentine tax imposed on the sale or other disposition of the shares against such U.S. Holder’s U.S. IT liability, except in the case of a U.S. Holder that consistently elects to apply a modified version of the U.S. foreign tax credit rules that is permitted under the temporary guidance mentioned above and complies with the specific requirements set forth in such guidance.
Additionally, capital gain or loss, if any, realized by a U.S. Holder on the sale or other disposition of our Class D shares or ADSs generally will be treated as U.S.-source gain or loss for U.S. foreign tax credit purposes. Consequently, even if the withholding tax qualifies as a creditable tax, a U.S. Holder may not be able to credit the tax against its U.S. IT liability unless such credit can be applied (subject to generally applicable conditions and limitations) against tax due on other income treated as derived from foreign sources. If the Argentine tax is not a creditable tax, the Argentine IT would reduce the amount realized on the sale or other disposition of the shares even if the U.S. Holder has elected to claim a foreign tax credit for other taxes in the same year. The temporary guidance mentioned above also indicates that the U.S. Treasury and the U.S. IRS are considering proposing amendments to the 2021 regulations and that the temporary guidance can be relied upon until additional guidance is issued that withdraws or modifies the temporary guidance. U.S. Holders should consult their own tax advisors regarding the application of the foreign tax credit rules (including any relevant limitations) to their investment in, and disposition of, our Class D shares and ADSs.
Passive foreign investment company (“PFIC”) rules
We believe that we were not a PFIC for U.S. IT purposes for the taxable year of 2025 and do not expect to be a PFIC in 2026 and the foreseeable future. However, since PFIC status depends upon the composition of a company’s income and assets and the market value of its assets (including, among others, less than 25% owned equity investments) from time to time, there can be no assurance that we will not be considered a PFIC for any taxable year. If we were treated as a PFIC for any taxable year during which you held a Class D share or ADS, you generally would be subject to additional filing requirements, imputed interest charges and other disadvantageous tax treatments (including the denial of taxation at the lower rates applicable to long-term capital gains with respect to any gain from the sale or exchange of our Class D shares or ADSs). Certain elections might be available that would result in alternative and potentially more favorable treatments (such as mark-to-market treatment). You should consult your tax advisors to determine whether any of these elections would be available and, if so, what the consequences of the alternative treatments would be in your particular circumstances.
In addition, if we were to be treated as a PFIC in a taxable year in which we paid a dividend or the prior taxable year, the reduced rate discussed above with respect to dividends paid by qualified foreign corporations to certain non-corporate holders would not apply.
Information reporting and backup withholding
Payments of dividends and sales proceeds that are made within the United States or through certain U.S. related financial intermediaries generally are subject to information reporting and may be subject to backup withholding unless (i) you are an exempt recipient or (ii) in the case of backup withholding, you provide a correct taxpayer identification number and certify that you are not subject to backup withholding.
The amount of any backup withholding from a payment to you will be allowed as a credit against your U.S. IT liability and may entitle you to a refund, provided that the required information is timely furnished to the U.S. IRS.
Certain U.S. Holders may be required, generally on U.S. IRS Form 8938, to report information relating to their ownership of securities of a non-U.S. person, subject to certain exceptions (including an exception for stock held in certain accounts maintained by a U.S. financial institution, such as our ADSs). A U.S. Holder who fails to timely furnish the required information may be subject to a penalty. U.S. Holders are urged to consult their tax advisors regarding the effect, if any, of these rules on their ownership and disposition of our Class D shares or ADSs.
Access to public information
Court decision on Chevron - YPF’s Project Investment Agreement
On November 10, 2015, the Argentine Supreme Court of Justice (“CSJN”, for its acronym in Spanish) in the claim stated by Rubén Héctor Giustinani against YPF S.A., ordered us to furnish information regarding the Project Investment Agreement (“PIA”) we entered into with Chevron on July 16, 2013, based on the requirements of Decree No. 1,172/2003, which regulates access to information considered public. The PIA aims to develop hydrocarbon resources in Argentina. In compliance with the decision, a full copy of the PIA was delivered to said court on September 22, 2016.
YPF S.A. had stated that the PIA was entered into under the Argentine General Corporations Law and that the confidentiality of the terms thereof was intended to safeguard geological, commercial and financial information, which was of strategic value to both parties to the PIA.
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Public disclosure of confidential information could place us at a competitive disadvantage in relation to our contracting parties and potential partners. For this reason, and given the business, industrial, technical, economic and financial value as well as the nature of the information requested, we pursued all avenues to preserve its confidentiality. We have stated before the courts that we intend to comply with the requirements of Decree No. 1,172/2003 while preserving our right to keep certain industrial, commercial, financial and technical matters confidential, as provided by said Decree.
Delivery of the PIA does not imply YPF S.A.’s waiver of rights in the event that any other confidential information and/or documents of YPF S.A. are required to be disclosed in the future.
On September 29, 2016, Law No. 27,275/2016 was published in the Official Gazette of the Argentine Republic to guarantee the right to access public information. This Law provides for a specific exception for companies that are authorized to make public offerings of their securities, which is applicable to YPF S.A.
Documents on display
All of the SEC filings made electronically by YPF S.A. are available to the public on the SEC’s website www.sec.gov. This annual report is also available, free of charge, at investors.ypf.com/financial-information.html.
Foreign Investment Legislation
Under Law No. 21,382/1976 Argentine Foreign Investment, as amended, and its implementing regulations (together, referred to as the “Foreign Investment Legislation”), the purchase of shares of an Argentine company by an individual or legal entity domiciled abroad or by an Argentine company of “foreign capital” (as defined in the Foreign Investment Legislation) constitutes foreign investment.
Currently, foreign investment, other than broadcasting and acquisition of land located in frontier border areas (and other security areas) according to Law-Decree No. 15,385/1944 (as amended and supplemented from time to time), is not restricted. Additionally, no prior approval is required to make foreign investments.
According to Law No. 26,737/2011 of rural land protection regime, foreign investment in rural lands is initially restricted. Even though this restriction was lifted by DNU No. 70/2023, there is an injunction filed by the Malvinas Islands Veterans Center (“CECIM”) that has challenged the constitutionality of DNU No. 70/2023 concerning the repeal of Law No. 26,737/2011. In this claim, a Second Instance ruling was issued in favor of the injunction, declaring the contested regulation unconstitutional. The Court of Appeals granted the Federal Extraordinary Appeal filed by the Argentine Republic before the CSJN, which suspends the effects of the Court of Appeals’ ruling. However, a precautionary measure obtained by the plaintiffs prior to the ruling remains in effect until the final decision is made. Therefore, it can be argued that the applicability of the DNU No. 70/2023 concerning Law No. 26,737/2011 currently has no effect and cannot be considered abrogated, the Argentine Republic is applying the Law No. 26.737/2011 until a final ruling is entered by the CSJN.
No prior approval is required in order to purchase Class D shares or ADSs or to exercise financial or corporate rights thereunder (see “Item 4. Information on the Company—History and development of YPF S.A.” and “Item 10—Additional information—Certain provisions relating to acquisitions of shares—Restrictions on control acquisitions”).
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The following quantitative and qualitative information is provided about financial instruments to which we are a party as of December 31, 2025, and from which we may derive gains or incur losses from changes in the market, interest rates, foreign exchange rates or commodity prices. We do not use derivative financial instruments for speculative purposes.
This discussion contains forward-looking statements that are subject to risks and uncertainties. Actual results could vary materially as a result of a number of factors including those set forth in “Item 3. Key information—Risk factors” and “Item 5. Operating and financial review and prospects—Factors affecting our operations”.
For comparative information for the year ended December 31, 2024, see “Item 11. Quantitative and qualitative disclosures about market risk” in our annual report on Form 20-F for the fiscal year ended December 31, 2024.
Foreign currency exposure
The value of financial assets and liabilities denominated in a currency different from the YPF S.A.’s functional currency is subject to variations resulting from fluctuations in exchange rates. Since YPF S.A.’s functional currency is the U.S. dollar, the currency that generates the greatest exposure is the Argentine peso, the Argentine legal currency.
See Notes 2.b.1) and 4 to the Audited Consolidated Financial Statements, “Item 3. Key information—Risk factors—Risks relating to Argentina—We may be exposed to fluctuations in foreign exchange rates” and “Item 10. Additional information—Exchange rates”.
Interest rate exposure
Only 5% of our financial debt is subject to variable interest rate, while only 5% of our financial assets measured at amortized cost are subject to a variable interest rate. Financial assets measured at amortized cost subject to a variable interest rate include trade receivables and have a low exposure to interest rate risk. Our financial assets measured at amortized cost that accrued interest, whether at fixed or variable interest rates, are current assets.
For information about our financial assets and liabilities as of December 31, 2025, that may be sensitive to changes in interest rates, see Note 4 “Interest rate risk” section to the Audited Consolidated Financial Statements.
The financial assets held for the purpose of collecting their contractual cash flows and whose contractual terms establish payments, on specific dates, solely of principal and interest are measured at amortized cost. The financial assets held for other purposes, or that do not meet all the conditions to be measured at amortized cost, are measured at fair value through profit or loss. For further information about our accounting policy and fair values of financial assets see Notes 2.b.7) and 6, respectively, to the Audited Consolidated Financial Statements.
For information about the maturities of our financial liabilities see Notes 4 “Liquidity risk management” section in Note 4 and 22 to the Audited Financial Consolidated Statements and “Item 5. Operating and financial review and prospects—Liquidity and capital resources—Loans”. For information regarding fair values of our financial liabilities see Note 6 to the Audited Consolidated Financial Statements.
Additionally, see “Item 3. Key information—Risk factors—Risks relating to Argentina—Variations in interest and exchange rates on our current and/or future financing arrangements may result in significant increases in our borrowing costs”.
Hydrocarbons price exposure
Our results of operations are exposed to volatility mainly in the prices of certain crude oil products, for further information see Note 4 to the Audited Consolidated Financial Statements. For information of our natural gas delivery commitments as of December 31, 2025, see “Item 4. Information on the Company—Business organization—LNG and Integrated Gas—Natural gas delivery commitments and supply contracts” and “Item 3. Key information—Risk factors—Risks relating to our business—Pricing of our products in Argentina and fluctuations in international prices of oil and refined products may adversely affect our results of operations”.
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American Depositary Shares
The Bank of New York Mellon, as Depositary of YPF ADRs, collects its fees for delivery and surrender of ADRs directly from investors depositing shares or surrendering ADRs for the purpose of withdrawal or from intermediaries acting for them. The Depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees. The Depositary may collect its annual fee for depositary services by deductions from cash distributions or by directly billing investors or by charging the book-entry system accounts of participants acting for them. The Depositary may collect any of its fees by deduction from any cash distribution payable (or by selling a portion of securities or other property distributable) to ADS holders that are obligated to pay those fees. The Depositary may generally refuse to provide fee-attracting services until its fees for those services are paid.
In performing its duties under the deposit agreement, the Depositary may use brokers, dealers, foreign currency dealers or other service providers that are owned by or affiliated with the Depositary and that may earn or share fees, spreads or commissions.
The Depositary may convert currency itself or through any of its affiliates, or the custodian or we may convert currency and pay U.S. dollars to the Depositary. Where the Depositary converts currency itself or through any of its affiliates, the Depositary acts as principal for its own account and not as agent, advisor, broker or fiduciary on behalf of any other person and earns revenue, including, without limitation, transaction spreads, that it will retain for its own account. The revenue is based on, among other things, the difference between the exchange rate assigned to the currency conversion made under the deposit agreement and the exchange rate that the Depositary or its affiliate receives when buying or selling foreign currency for its own account. The Depositary makes no representation that the exchange rate used or obtained by it or its affiliate in any currency conversion under the deposit agreement will be the most favorable exchange rate that could be obtained at the time or that the method by which that exchange rate will be determined will be the most favorable to ADRs holders, subject to the Depositary’s obligation to act without negligence or bad faith. The methodology used to determine exchange rates used in currency conversions made by the Depositary is available upon request.
Where the custodian converts currency, the custodian has no obligation to obtain the most favorable exchange rate that could be obtained at the time or to ensure that the method by which that exchange rate will be determined will be the most favorable to ADRs holders, and the Depositary makes no representation that the exchange rate is the most favorable rate and will not be liable for any direct or indirect losses associated with the exchange rate. In certain instances, the Depositary may receive dividends or other distributions from us in U.S. dollars that represent the proceeds of a conversion of foreign currency or translation from foreign currency at an exchange rate that was obtained or determined by us and, in such cases, the Depositary will not engage in, or be responsible for, any foreign currency transactions and neither it nor we make any representation that the exchange rate obtained or determined by us is the most favorable rate and neither it nor we will be liable for any direct or indirect losses associated with the exchange rate.
You will be responsible for any taxes or other governmental charges payable on your ADSs or on the deposited securities represented by any of your ADSs. The Depositary may refuse to register any transfer of your ADSs or allow you to withdraw the deposited securities represented by your ADSs until those taxes or other charges are paid. It may apply payments owed to you or sell deposited securities represented by your ADSs to pay any taxes owed and you will remain liable for any deficiency. If the Depositary sells deposited securities, it will, if appropriate, reduce the number of ADSs to reflect the sale and pay to ADRs holders any proceeds, or send to ADRs holders any property, remaining after it has paid the taxes.
The table below sets forth the fees payable, either directly or indirectly, by a holder of ADRs as of the date of this annual report:
Persons depositing or withdrawing shares must pay to the Depositary:
For:
US$ 5.00 (or less) per 100 ADSs (or portion of 100 ADSs)
A fee equivalent to the fee that would be payable if securities distributed to a holder had been shares and the shares had been deposited for issuance of ADSs
US$ 0.5 (or less) per ADS per calendar year
Transfer fees, as may from time to time be in effect
Expenses of the depositary
Taxes and other governmental charges the Depositary or the custodian have to pay on any ADS or share underlying an ADS, for example, stock transfer taxes, stamp duty or withholding taxes
Any charges incurred by the Depositary, the custodian, or any of their agents (or any agent of the depositary’s or the custodian’s agents) for servicing the deposited securities
Pursuant to our deposit agreement, whenever the Depositary receives foreign currency, by way of dividends or other distributions or the net proceeds from the sale of securities, property or rights which, in the judgment of the Depositary, can be converted on a reasonable basis into U.S. dollars transferable to the United States, the Depositary (or one of its agents or affiliates or the custodian) will convert or cause to be converted by sale or in any other manner that it may determine such foreign currency into U.S. dollars and will distribute U.S. dollars as promptly as practicable (after deduction of its customary charges and expenses in effecting such conversion) to the persons entitled thereto.
For additional information, please refer to Exhibit 2(d) “Description of rights of each class of securities registered under Section 12 of the Exchange Act”.
From time to time, the Depositary may make payments to us to reimburse us for costs and expenses generally arising out of establishment and maintenance of the ADS program, waive fees and expenses for services provided to us by the Depositary or share revenue from the fees collected from ADRs holders. In 2025, the Depositary made payments totaling US$ 2,033,735.63 to YPF S.A. for ADR program related expenses.
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Disclosure controls and procedures
As of December 31, 2025, YPF, under the supervision and with the participation of the management, including our CEO and PFO, performed an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Exchange Act). There are, as described below, inherent limitations to the effectiveness of any control system, including disclosure controls and procedures. Accordingly, even effective disclosure controls and procedures can provide only reasonable assurance of achieving their control objectives.
Based on this evaluation, the CEO and the PFO concluded that there was reasonable assurance that the design and operation of these disclosure controls and procedures were effective as of December 31, 2025, in ensuring that information required to be disclosed in reports that the Company files under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to our management, including our CEO and PFO, as appropriate to allow timely decisions regarding required disclosure.
Management’s report on internal control over financial reporting
YPF’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). YPF’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS and includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS, and that our receipts and expenditures are being made only in accordance with authorizations of YPF’s management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
Because of its inherent limitations, any system of internal control over financial reporting, no matter how well designed, may not prevent or detect misstatements, due to the possibility that a control can be circumvented or overridden or that misstatements due to error or fraud may occur that are not detected. Additionally, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Under the supervision and with the participation of YPF’s management, including our CEO and PFO, we conducted an evaluation of the effectiveness of our internal control over financial reporting using the criteria established in the “Internal Control - Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“the COSO criteria”). Based on this assessment, our management concluded that our internal control over financial reporting was effective as of December 31, 2025.
Attestation report of the Independent Registered Public Accounting Firm
Our internal control over financial reporting as of December 31, 2025 has been audited by Deloitte & Co. S.A., an independent registered public accounting firm, as stated in their report included herein preceding the Audited Consolidated Financial Statements.
Changes in internal control over financial reporting
During 2025, we completed the implementation of the system SAP S/4 Hana Solutions, to replace the commercial and stock systems related to the Downstream business segment. As of December 31, 2025, we implemented changes in our internal controls over financial reporting related to sales of petrochemical products and lubricants and specialties, and logistic service purchases. These changes mainly involved the incorporation of new automated internal controls and the updating of manual internal controls, as necessary to ensure the integrity and accuracy of the information in our accounting and financial reporting process and to take advantage of automated controls provided by this system. There were no other changes in YPF’s internal control over financial reporting that occurred during the period covered by this annual report that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
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On August 7, 2024, the Board of Directors appointed Eduardo Alberto Ottino as the Audit Committee Financial Expert pursuant to the rules and regulations of the SEC. YPF believes that Mr. Ottino possesses the attributes of an Audit Committee Financial Expert set forth in the instructions to Item 16A of Form 20-F. Mr. Ottino is an independent director according to the CNV Rules.
The CDEyC of YPF is a fundamental pillar of our Compliance Program. It establishes the Company’s integrity standards, based on corporate ethical values essential for the maintenance of an economically viable and sustainable long-term business. The CDEyC is aligned with current legislation and market best practices.
Its content includes principles and rules to guide employees and third parties who carry out activities with the Company or by name, interest, and account thereof. It highlights what are the individual and collective responsibilities, what is acceptable and not acceptable within the organization, with a strong focus on YPF’s policy of zero tolerance for corruption and bribery.
The CDEyC is applicable to employees and directors of YPF S.A. as well as to YPF’s subsidiaries, wholly-owned companies, its respective contractors, subcontractors, suppliers, consultants and other business partners and their respective members who carry out business with the Company, whether directly or on its behalf, interest and on its account.
The CDEyC also details the available channels to both employees and third parties to report breaches to the code, including an ethics hotline to receive complaints regarding possible violations to the CDEyC. The CDEyC expressly states the Company’s no retaliation policy and protection for whoever makes a good faith complaint, and the establishment of an Ethics Committee together with the role of the Chief Compliance Officer (“CCO”).
The CDEyC also includes a policy on prohibited periods for trading YPF S.A. securities when conducting stock transactions, among other requirements. This policy applies to officers and those others to whom the CDEyC is applicable to (see Exhibit 11.2 “YPF S.A. Internal Regulations for Conduct in the Capital Markets section 4 “Privileged Information”, including our Insider Trading policies”).
Since August 15, 2003, we have not waived compliance with the CDEyC in terms of the Foreign Corrupt Practices Act (“FCPA”) and Law No. 27,401. During 2025, the CDEyC was reviewed and updated, and the amended version was approved pursuant to our applicable approval process. The amended version of the CDEyC is in force starting from January 2026. The amendments to the CDEyC mainly relate to the requirement to adapt the document to recent regulatory, operational, and technological challenges, as well as to best practices in business ethics. The main amendments include: (i) updating definitions in line with the Foreign Extortion Prevention Act (“FEPA”) and other state-of-the-art standards and regulations; (ii) strengthening the guiding principles with an emphasis on transparency, fairness, respect for human rights and sustainability; (iii) reviewing reporting channels and whistleblower protection mechanisms with an emphasis on the obligation of maintaining confidentiality throughout the process of investigation and no-retaliation policy; among others. See Exhibit 11.1 “Code of Ethics and Conduct”. YPF is certified ISO 37001 “Anti-Bribery Management System”, which ensures that our Integrity Program is in accordance with the highest national and international standards.
A copy of the CDEyC can be found at YPF’s web page in English and Spanish, at https://compliance.ypf.com/, or it can be requested by any person without charge in writing by telephone or e-mail from us at the following address:
YPF S.A.
Investor Relations office
Macacha Güemes 515
C1106BKK Buenos Aires, Argentina
Tel. (+5411) 5441-3085
E-mail: inversoresypf@ypf.com
Ethics Committee
The Board of Directors of YPF S.A. created the Ethics Committee to oversee the Company’s policy so that we achieve the highest standards of quality with regard to the principles and values we promote. As of the date of this annual report, the Ethics Committee´s is composed as follows: the Chief Audit Officer (Ariel Polotnianka), the Legal Affairs Corporate Vice President (Germán Vito Fernández Lahore), the People and Culture Vice President (Florencia Tiscornia), the CCO (María de las Mercedes Archimbal) and two business representatives (Guillermo José Garat and Lisandro Deleonardis). This composition is meant to ensure the decision-making process is both fair and comprehensive. The Ethics Committee is organized through a committee’s charter.
In addition to the members of our senior management and members of the Disclosure Committee whose outside business interests and experiences were described above, we include the following:
Maria de las Mercedes Archimbal
Born: October 29, 1982.
Current position: CCO since May 2021.
Shares in YPF: 5,163 (1).
Experience: Between 2006 and 2020, she held various positions in the public and private sectors related to government control and accountability, public policies, corporate governance, ethics and transparency and integrity. She is fellow of the International Visitor Leadership Program (“IVLP”) of the U.S. Department of State on Accountability in Government and Transparency. She has participated as a speaker and moderator in different national and international panels on compliance, transparency, integrity and ethics, accountability and public policies, and is also the author of various articles on these topics. Since May 2021, she is the CCO of YPF S.A and is also in charge of the Compliance Program for some of YPF’s affiliates such as YPF Gas, AESA, OPESSA, Y-TEC, YPF Digital, Fundación YPF and VMOS S.A. She chairs the Compliance Commission of the IAPG and served as Corporate Counsel Forum Liaison Officer of the Compliance Subcommittee of the Anticorruption Committee of the International Bar Association until December 2024. Since 2025, she has been appointed vice chair of the previously mentioned subcommittee. She also served as co-chair of the Integrity & Compliance Task Force of B20 Brazil 2024 and B20 South Africa 2025.
Education: She is a Lawyer from Universidad Católica Argentina, MA in International Relations and Negotiations from Universidad de San Andrés and FLACSO, MA in International Economic Relations from Universidad de Barcelona, and MA in Administration and Public Policy from Universidad de San Andrés. She holds a postgraduate diploma in oil and gas from Universidad Austral. She is certified as Leadership Professional in Ethics & Compliance by the Ethics & Compliance Initiative. She holds a certificate in Corporate Sustainability from Yale University.
Family relations: No family relationships with members of the board or senior management.
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The following table sets forth, for the periods indicated, information regarding the fees for services rendered by our certifying accountant, Deloitte & Co. S.A. and its subsidiaries by type of service rendered to YPF S.A. and its subsidiaries. All services described in the following table were approved by the Audit Committee of YPF S.A.
(thousands of Ps.)
Audit fees
Audit-related fees (1)
Tax fees (2)
All other fees (3)
Includes mainly accounting certifications, special purpose reports, and other assurance reports provided by auditors to be filed with or furnished to regulatory agencies and bodies, financial institutions and others.
Includes mainly services related to tax compliance and advice for certain subsidiaries.
Includes: (i) for 2025 services related mainly to the Company’s sustainability report and methodological assistance and best practices recommendations on the Company’s cybersecurity transformation process and, to a lesser extent, services related to agreed-upon procedures over a target company in an acquisition process, services related to technical assistance and reports to comply with Argentine regulations, and technical assistance on human rights risk analysis, and (ii) for 2024, services related mainly to the Company’s sustainability report and methodological assistance and best practices recommendations on the Company’s cybersecurity transformation process and, to a lesser extent, services related to technical assistance and reports to comply with Argentine regulations, technical assistance on human rights risk analysis and courses to subsidiaries.
The annual shareholders’ meeting of YPF S.A. appoints the external auditor of YPF S.A., after review of the Audit Committee’s non-binding opinion, which is submitted for consideration to the annual shareholders’ meeting.
The Audit Committee of YPF S.A. has a pre-approval policy regarding the engagement of YPF S.A.’s external auditor for professional services. The professional services covered by such policy include audit and non-audit services provided to YPF S.A. or any of its subsidiaries.
The pre-approval policy is as follows:
The Audit Committee of YPF S.A. must pre-approve all audit and non-audit services to be provided to YPF S.A. or, where applicable, any of its subsidiaries by the external auditor of YPF S.A.
The Chair of the Audit Committee of YPF S.A. has been delegated the authority to approve the engagement of YPF S.A.’s external auditor (or any of its affiliates) without first obtaining the approval of the Audit Committee of YPF S.A. for any of the services which require pre-approval as described above. Services approved by the Chair of the Audit Committee of YPF S.A. must be ratified at the next plenary meeting of the Audit Committee of YPF S.A.
ADS
(in US$)
Commonshares
(in Ps.)
January 2025
February 2025
March 2025
April 2025
May 2025
June 2025
July 2025
August 2025
September 2025
October 2025 (October 14th)
November 2025
December 2025
The Board of Directors, at its meeting held on October 9, 2025, approved the terms and conditions for the acquisition of shares issued by YPF S.A. in an amount of up to Ps. 19,056 million in accordance with Article 64 of the Capital Markets Law and the CNV rules, for the purposes of granting share-based compensation plans to our employees. The purchase program was publicly announced, filed with the CNV and furnished to the SEC on Form 6-K on October 9, 2025. There were no purchases made by us other than pursuant to this publicly announced purchase program. The purchase program authorized YPF S.A. to purchase its shares on the BYMA and its ADR on the NYSE up to an amount of 10% of the capital stock of YPF S.A., pursuant to applicable regulations. The purchase program was authorized in an amount of up to Ps. 55,450 per share on the BYMA or US$ 38.8 per ADR on the NYSE. All purchases of shares by YPF S.A. were made on the BYMA. On October 14, 2025, YPF S.A. announced that the purchase program concluded on such date. There were no other purchase programs in place or that expired during 2025. See Notes 2.b.11) and 37 to the Audited Consolidated Financial Statements.
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The registrant has responded to Item 18 in lieu of responding to this Item.
Our Audited Consolidated Financial Statements are included in this annual report beginning on page F-1. The report of the Independent Registered Public Accounting Firm is included herein preceding the Audited Consolidated Financial Statements.
1.1
Bylaws (Estatutos) of YPF S.A. as amended (Spanish version) *
1.2
Bylaws (Estatutos) of YPF S.A. as amended (English version) *
2(d)
Description of rights of each class of securities registered under Section 12 of the Exchange Act
List of main subsidiaries (see Note 1 to the Audited Consolidated Financial Statements)
11.1
Code of Ethics and Conduct
11.2
YPF S.A. Internal Regulations for Conduct in the Capital Markets section 4 “Privileged Information”, including our Insider Trading policies **
12.1
Section 302 Certification by CEO
12.2
Section 302 Certification by Vice President of Administration and Reporting (Principal Financial Officer)
Section 906 Certification
15.1
Consent of DeGolyer and MacNaughton
15.2
Reserves Audit Report of DeGolyer and MacNaughton for YPF S.A. as of December 31, 2025, dated February 5, 2026
97.1
Clawback Policy *
Interactive data files
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
* Incorporated by reference to YPF’s 2023 annual report on Form 20-F filed on April 25, 2024.
** Incorporated by reference to YPF’s 2024 annual report on Form 20-F filed on March 28, 2025.
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SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
YPF SOCIEDAD ANÓNIMA
By: /s/ Juan José Mata
Name: Juan José Mata
Title: Vice President of Administration and Reporting
(Principal Financial Officer)
Date: March 26, 2026