SUPV 20-F/A
Grupo Supervielle S.A. (SUPV)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Amendment No. 1
PURSUANT TO SECTION 13
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended:
Commission file number
(Exact name of Registrant as specified in its charter)
SUPERVIELLE GROUP S.A.
(Translation of Registrant’s name into English)
(Jurisdiction of incorporation or organization)
Republic of
(Address of principal executive offices)
Republic of
Tel: 54-
Email:
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
Title of each class |
| Trading |
| Name of each exchange |
|
| |||
|
|
*Not for trading, but only in connection with the registration of American Depositary Shares pursuant to the requirements of the New York Stock Exchange.
Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
The number of outstanding shares of each of the issuer’s classes of capital or common stock as of December 31, 2024 (excluding shares held by the Company’s treasury as of December 31, 2024) was:
Title of class |
| Number of shares outstanding |
CClass B ordinary shares, nominal value Ps.1.00 per share |
| |
CClass A ordinary shares, nominal value Ps.1.00 per share |
| |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated Filer | ☐ | ☒ | |
Non-accelerated Filer | ☐ | Emerging Growth Company |
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by checkmark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant period pursuant to §240.10D-1(b). ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP ☐ |
|
|
| Other ☐ |
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
EXPLANATORY NOTE
Grupo Supervielle S.A. (the “Company”) is filing this exhibit-only Amendment No. 1 (“Amendment No. 1”) to its Annual Report on Form 20-F for the year ended December 31, 2024 (the “Form 20-F”), originally filed on April 21, 2025. The sole purpose of this Amendment No. 1 is to amend the exhibit 1.1 of the Form 20-F to include the updated bylaws of the Company.
In connection with the filing of this Amendment No. 1, the Company is including certifications of the Company’s Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended. Because no financial statements have been included in this Amendment No. 1 and this Amendment No. 1 does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of such certifications have been omitted. The Company is not including certifications pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as no financial statements are being filed with this Amendment No. 1.
Except as described above, this Amendment No. 1 does not, and does not purport to, amend, modify, update or restate any other information set forth in the Form 20-F. This Amendment No. 1 does not reflect events occurring after the filing of the Form 20-F and no revisions are being made to the Company’s financial statements pursuant to this Amendment No. 1. The filing of this Amendment No. 1 should not be understood to mean that any statements contained in the Form 20-F and this Amendment No. 1 are true or complete as of any date subsequent to the original filing date of the Form 20-F. Accordingly, this Amendment No. 1 should be read in conjunction with the Form 20-F.
Item 19.Exhibit Index
Exhibit |
| Description |
1.1 | Bylaws of Grupo Supervielle (English translation) (filed herein). | |
2.1 | Deposit Agreement among Grupo Supervielle, The Bank of New York Mellon, as depositary, and the holders from time to time of American depositary shares issued thereunder, including the form of American depositary receipts, dated May 18, 2016 (incorporated by reference to Exhibit 2.1 to our Annual Report on Form 20-F (File No. 001-37777) filed on May 1, 2017). | |
2(d) | Description of Securities Registered under Section 12(b) of the Exchange Act (incorporated by reference to Exhibit 2(d) to our Annual Report on Form 20-F (File No. 001-37777) filed on April 26, 2023). | |
8.1 | List of subsidiaries of Grupo Supervielle (incorporated by reference to Exhibit 8.1 to our Annual Report on Form 20-F (File No. 001-37777) filed on April 21, 2025). | |
11.1 | Insider Trading Policy (incorporated by reference to Exhibit 11.1 to our Annual Report on Form 20-F (File No. 001-37777) filed on April 21, 2025). | |
12.1 | ||
12.2 | ||
13.1 | Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (incorporated by reference to Exhibit 13.1 to our Annual Report on Form 20-F (File No. 001-37777) filed on April 21, 2025). | |
97 | Incentive Compensation Clawback Policy (incorporated by reference to Exhibit 97 to our Annual Report on Form 20-F (File No. 001-37777) filed on April 26, 2024). | |
101. INS | Inline XBRL Instance Document. | |
101. SCH | Inline XBRL Taxonomy Extension Schema Document. | |
101. CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
101. LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | |
101. PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
101. DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
104 | Cover Page Interactive Data File (formatted as Inline XBRL). |
The amount of long-term debt securities of Grupo Supervielle authorized under any given instrument does not exceed 10% of its total assets on a consolidated basis. Grupo Supervielle hereby agrees to furnish to the SEC, upon its request, a copy of any instrument defining the rights of holders of its long-term debt or of its subsidiaries for which consolidated or unconsolidated financial statements are required to be filed.
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.
| GRUPO SUPERVIELLE S.A. |
By: | /s/ Julio Patricio Supervielle |
| Name: Julio Patricio Supervielle |
| Title: Chief Executive Officer |
|
|
By: | /s/ Mariano Biglia |
| Name: Mariano Biglia |
| Title: Chief Financial Officer |
Date: November 26, 2025