20-F
YPF SOCIEDAD ANONIMA (YPF)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2025
Commission file number: 1-12102
YPF Sociedad Anónima
(Exact name of registrant as specified in its charter)
Republic of Argentina
(Jurisdiction of incorporation or organization)
Macacha Güemes 515
C1106BKK Ciudad Autónoma de Buenos Aires, Argentina
(Address of principal executive offices)
Paula Dutto
Tel: (011-54-11) 5441-0000
E-mail: inversores20fypf@ypf.com
Macacha Güemes 515
C1106BKK Ciudad Autónoma de Buenos Aires, Argentina
(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 symbol | Name of each exchange on which registered |
|---|---|---|
| American Depositary Shares, each representing <br>one Class D share, par value 10 pesos per share | YPF | New York Stock Exchange * |
| Class D shares | N/A* | New York Stock Exchange * |
| YPFD | Bolsas y Mercados Argentinos S.A. | |
| * | Listed not for trading but only in connection with the registration of American Depositary Shares | |
| --- | --- |
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
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The number of outstanding shares of each class of stock of YPF Sociedad Anónima as of December 31, 2025 was:
| Class A shares | 3,764 |
|---|---|
| Class B shares | 7,624 |
| Class C shares | 40,422 |
| Class D shares | 393,260,983 |
| Total | 393,312,793 |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act: Yes ☒ No ☐
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 ☐ No ☒
Note: Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.
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. Yes ☒ No ☐
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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer”, “accelerated filer”, and “emerging growth company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer ☒ 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. ☐
The term “new” or “revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
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 check mark 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 recovery 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 ☐ International Financial Reporting Standards as issued by the International Accounting Standards Board ☒ 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 ☐ No ☒
Auditor firm Id: 1088 Auditor name: Deloitte & Co. S.A. Auditor location: City of Buenos Aires, Argentina
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| Page | ||
|---|---|---|
| Presentation currency | 2 | |
| References | 2 | |
| Forward-looking statements | 2 | |
| Conversion table | 2 | |
| Oil and Gas terms | 3 | |
| Abbreviations | 4 | |
| PART I | 5 | |
| ITEM 1. Identity of Directors, Senior Managers and Advisers | 5 | |
| ITEM 2. Offer statistics and expected timetable | 5 | |
| ITEM 3. Key information | 5 | |
| ITEM 4. Information on the Company | 15 | |
| ITEM 4A. Unresolved staff comments | 48 | |
| ITEM 5. Operating and financial review and prospects | 49 | |
| ITEM 6. Directors, Senior Management and Employees | 61 | |
| ITEM 7. Major shareholders and related party transactions | 76 | |
| ITEM 8. Financial information | 77 | |
| ITEM 9. The offer and listing | 78 | |
| ITEM 10. Additional information | 80 | |
| ITEM 11. Quantitative and qualitative disclosures about market risk | 101 | |
| ITEM 12. Description of securities other than equity securities | 102 | |
| PART II | 103 | |
| ITEM 13. Defaults, dividend arrearages and delinquencies | 103 | |
| ITEM 14. Material modifications to the rights of security holders and use of proceeds | 103 | |
| ITEM 15. Controls and procedures | 103 | |
| ITEM 16. | 104 | |
| ITEM 16A. Audit Committee Financial Expert | 104 | |
| ITEM 16B. Code of Ethics | 104 | |
| ITEM 16C. Principal accountant fees and services | 105 | |
| ITEM 16D. Exemptions from the listing standards for the Audit Committee | 105 | |
| ITEM 16E. Purchases of equity securities by the issuer and affiliated purchasers | 105 | |
| ITEM 16F. Change in registrant’s certifying accountant | 106 | |
| ITEM 16G. Corporate governance | 106 | |
| ITEM 16H. Mine Safety Disclosure | 106 | |
| ITEM 16I. Disclosure regarding foreign jurisdictions that prevent inspections | 106 | |
| ITEM 16J. Insider trading policies | 106 | |
| ITEM 16K. Cybersecurity | 106 | |
| PART III | 108 | |
| ITEM 17. Financial statements | 108 | |
| ITEM 18. Financial statements | 108 | |
| ITEM 19. Exhibits | 108 |
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YPF | Form 20-F | 2025
Presentation currency
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.
References
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.
Forward-looking statements
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.
Conversion table
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
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YPF | Form 20-F | 2025
Oil and Gas terms
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.
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YPF | Form 20-F | 2025
Abbreviations
| “bbl” | Barrels |
|---|---|
| “bbl/d” | Barrels per day |
| “bcf” | Billion cubic feet |
| “bm^3^” | 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 |
| “km^2^” | Square kilometers |
| “km^3^” | Thousand cubic meters |
| “ktn” | Thousand tons |
| “liquids” | Crude oil, condensate and NGLs |
| “LNG” | Liquefied natural gas |
| “LPG” | Liquefied petroleum gas |
| “M” | Million |
| “m^3^” | Cubic meter |
| “m^3^/d” | Cubic meters per day |
| “Mbbl” | Million barrels |
| “Mboe” | Million barrels of oil equivalent |
| “MBtu” | Million British thermal units |
| “Mm^3^” | Million cubic meters |
| “Mm^3^/d” | Million cubic meters per day |
| “MW” | Megawatt |
| “MWh” | Megawatt hour |
| “NGLs” | Natural gas liquids |
| “tn” | Ton |
| “tn/y” | Tons per year |
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YPF | Form 20-F | 2025
PART I
ITEM 1. Identity of Directors, Senior Managers and Advisers
Not applicable.
ITEM 2. Offer statistics and expected timetable
Not applicable.
ITEM 3. Key information
Risk factors
The risks and uncertainties described below are those known by us as of the date of this annual report. However, such risks and uncertainties may not be the only ones that we could face. Additional risks and uncertainties not presently known to us or that we currently consider immaterial may also impair our business, financial condition and results of operations. The risks described below should be read together and in conjunction with the detailed discussions contained elsewhere in this annual report. Further background and measures that we use when assessing various risks are set out in the remaining sections of this annual report.
You should carefully consider the risks described below, as well as the other information in this annual report, before making an investment decision in us. Our business, financial condition and results of operations could be materially and adversely affected by any of these risks.
Risks relating to Argentina
The Argentine Republic owns 51% of the shares of YPF S.A.
The Argentine Republic owns 51% of the shares of YPF S.A. and, consequently, the Argentine government is able to decide all matters requiring approval by a majority of shareholders, including the election of the majority of the members of YPF S.A.’s Board of Directors. We cannot assure you that decisions taken by our controlling shareholder would not differ from your interests as a shareholder (including the pricing policy of all our main products) and thus affect our operational decisions.
Presidential elections take place in Argentina every four years and legislative elections every two years, resulting in the partial renewal of both chambers of the Argentine Congress. The result of presidential as well as legislative mid-term and full-term elections may lead to changes in government policies that impact upon YPF S.A. We cannot predict the impact that new governmental measures will have or their timing, nor can we estimate the impact they may have on our business, financial condition and results of operations. See “Item 5. Operating and financial review and prospects—Macroeconomic conditions”.
Our business is largely dependent upon economic conditions in Argentina
Most of our operations, properties and customers are located in Argentina and, as a result, our business is to a large extent dependent upon economic conditions prevailing in Argentina. You should make your own assessment about Argentina and prevailing conditions in the country before taking an investment decision in us. See “Item 5. Operating and financial review and prospects—Macroeconomic conditions”.
Argentine economic conditions are dependent on a variety of factors, including, but not limited to, the following: international demand and prices for Argentina’s commodity exports; competitiveness and efficiency of domestic industries and services; stability and competitiveness of the Argentine peso against foreign currencies; foreign and domestic investment and financing; level of foreign exchange reserves in the Central Bank of the Argentine Republic (“BCRA”) which may cause changes in currency values and exchange and capital control regulations (including to import equipment, service our cross border indebtedness and other necessities relevant for operations); high level of indebtedness; high interest rates; high levels of inflation generating wage and price controls; adverse external economic shocks; changes in economic or fiscal policies implemented by the Argentine government; labor disputes and work stoppages; the level of expenditure by the Argentine government and the ability to reach and sustain fiscal balance; the level of unemployment; political instability and social tensions, such as land-takings and claims in areas where we operate.
Changes in economic, political and regulatory conditions in Argentina and measures taken by the Argentine government have had and are expected to continue to have a significant impact on us. We cannot predict the ultimate impact of any measures that the Argentine government has adopted or may adopt in the future, or whether those measures will have the effects pursued. Uncertainty with respect to government policies may lead to additional volatility of Argentine stock market prices including companies that operate in the energy sector, given the degree of state regulation this industry has historically had. Additionally, we cannot guarantee that the current policies that apply to the oil and gas industry will not be modified in the future.
In past decades, the Argentine economy has experienced significant volatility, including numerous periods of low or negative growth and high and variable levels of inflation and currency devaluation. No assurances can be given that the Argentine economy will grow in the future on a sustainable basis. If economic conditions in Argentina were to deteriorate, if inflation were to accelerate, if Argentina is not able to refinance its debt, if federal fiscal balances were negative affecting the Argentine government´s ability to access long term financing, or if the Argentine government’s measures to attract or retain foreign investment and international financing in the future to incentivize domestic economy activity are unsuccessful, such events could adversely affect Argentina’s economic growth and in turn affect our business, financial condition and results of operations.
According to a Morgan Stanley Capital International (“MSCI”) release, Argentina was considered an emerging market until June 2021, when it was classified as a standalone market. Economic and market conditions in Argentina and in emerging market countries, especially those in Latin America, influence the market for securities issued by Argentine companies. Volatility in securities markets in Latin America and in emerging market countries, as well as potential increases in interest rates in the United States and other developed countries, may have a negative impact on the trading value of our securities and on our ability and the terms on which we are able to access international capital markets. In addition, standalone markets include additional risks such as government restrictions that may limit investments and risks associated with political developments.
There are outstanding claims, arbitral awards and judgments against the Argentine government, including those before the International Centre for Settlement of Investment Disputes (“ICSID”) and in other foreign courts, which if decided adversely and/or enforced against the Argentine government, could have a substantially adverse effect on the Argentine government’s ability to implement reforms and to foster economic growth.
In addition, a lack of a solid and transparent institutional framework for contracts with the Argentine government and its agencies and corruption allegations have affected Argentina. The Argentine government, recognizing these issues, has announced several measures aimed at strengthening Argentina’s institutions and reducing corruption. No assurance can be given that the implementation of these measures will be successful.
We cannot assure you that any of the factors mentioned above and the perception of risk in Argentina may not have a material adverse effect on our ability to raise capital, including our ability to refinance our debt at maturity, which would negatively affect our investment plans and consequently our business, financial condition and results of operations, and also have a negative impact on the trading values of our debt or equity securities.
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YPF | Form 20-F | 2025
Argentina’s ability to obtain financing from international capital markets could be limited, which may have an impact on our ability to access those markets
In past years Argentina has experienced financial distress, leading to an increase in the incurrence of public debt.
On January 28, 2022, the Argentine government reached an agreement with the International Monetary Fund (“IMF”), approved through Law No. 27,668, to refinance US$ 44.0 billion of debt incurred between 2018 and 2019 under a Stand-By Agreement, originally scheduled to be paid in the years 2021, 2022 and 2023. On March 25, 2022, the IMF approved a 30-month agreement (the Extended Fund Facility, “EFF”) for Argentina amounting to US$ 44.0 billion. Subsequently, on March 11, 2025, Decree of Necessity and Urgency (“DNU” by its acronym in Spanish) No. 179/2025 was published by which the Argentine Executive Branch approved to enter into a new 10-year EFF with the IMF, the purpose of which will be mainly to refinance liabilities, including non-transferable treasury bills and the amounts pending amortization under the EFF in effect on that date. In April 2025, the Argentine government entered into a new four-year EFF with the IMF, which provided for total disbursements of US$ 20 billion, including an initial disbursement of US$ 12 billion which took place in April 2025, a second disbursement of US$ 2 billion which took place in August 2025, and subsequent disbursements over the term of the agreement. Each disbursement is subject to quarterly reviews and is repayable over 10 years, with a grace period of four and a half years.
We cannot assure that the targets of the upcoming reviews will be met, and we also cannot predict the impact of the implementation of this agreement on Argentina’s ability (and indirectly the ability of Argentine companies) to access the international capital markets. Moreover, the long-term impact of these measures and any future measures taken by the Argentine government on the local economy remains uncertain.
In spite of the restructuring of the Argentine public debt since 2020 and Argentina’s recent credit rating improvements, international markets remain cautious about the sustainability of Argentina’s debt and, therefore, although country risk indicators have decreased since the fourth quarter of 2024, they remain high when compared to the average of those of the region. There can be no assurances that Argentina’s credit ratings will be maintained or that they will not be downgraded, suspended or cancelled. Any credit rating downgrade, suspension or cancellation for Argentina’s sovereign debt may have an adverse effect on the Argentine economy, our ability to access international capital markets and our business. As such, any adverse effect on our business due to changes in Argentina’s credit rating may adversely affect the market price and trading of our securities. See “Item 5. Operating and financial review and prospects—Macroeconomic conditions”.
The Argentine economy has been and could be adversely affected by economic developments in other markets
Financial and securities markets in Argentina and the Argentine economy are influenced by the effects of global or regional financial crisis and market conditions in other markets worldwide. Global economic instability and uncertainty about global trade policies could impact the Argentine economy and jeopardize Argentina’s ability to stabilize its economy, such as the deterioration of economic conditions in Brazil (Argentina’s main trading partner) and of the economies of other major trading partners of Argentina, such as China or the United States, increases in the interest rates in the United States and other developed countries, geopolitical tensions among the United States and several foreign countries, worldwide conflicts such as between the United States, Israel and Iran, regional conflicts such as between Russia and Ukraine or in the Middle East, decisions by the Organization of Petroleum Exporting Countries (“OPEC”) and other non-OPEC oil-producing countries with respect to oil production that affect crude oil prices, idiosyncratic, political and social discords, terrorist attacks, military conflicts, sovereign debt downgrades and a pandemic disease. Although economic conditions vary from country to country, investors’ reactions to events occurring in one country sometimes demonstrate a “contagion” effect in which an entire region or class of investment is disfavored by international investors.
Consequently, there can be no assurance that the Argentine economy and securities markets will not be adversely impacted by events affecting developed economies, emerging markets or any of Argentina’s major trading partners, which could in turn adversely affect our business, financial condition and results of operations, and the market value of our shares and ADSs. Furthermore, a significant devaluation of the currencies of our trading partners or trade competitors may adversely affect the competitiveness of Argentina and consequently, adversely affect Argentina’s economy and our business, financial condition and results of operations.
We may be exposed to fluctuations in foreign exchange rates
Historically the devaluation of the Argentine peso has had a negative impact on the economy and has also led to an increase in inflation, which in turn has had a direct impact on the economy. In addition, our results of operations are exposed to currency fluctuations and any devaluation of the Argentine peso against the U.S. dollar and other hard currencies may adversely affect our business and results of operations. As our revenues are mainly collected in Argentine pesos, we are exposed to Argentine peso/U.S. dollar exchange rate risk of Argentine peso-denominated trade receivables.
On the other hand, a substantial increase in the value of the Argentine peso against the U.S. dollar could adversely affect Argentina’s economic competitiveness. A significant real appreciation of the Argentine peso would adversely affect exports and reduce Argentina’s trade surplus or cause a trade deficit, which could have a negative effect on Gross Domestic Product (“GDP”) growth and employment.
As a result of the historical Argentine peso’s volatility, the Argentine government and the BCRA implemented several measures and regulations to stabilize its value. See “Item 5. Operating and financial review and prospects—Macroeconomic conditions” and “Item 5. Operating and financial review and prospects—Liquidity and capital resources”.
We cannot predict whether, and to what extent, the value of the Argentine peso may depreciate or appreciate against the U.S. dollar or other hard foreign currencies, nor the way in which we will be able to pass-through those variations to the prices of our products and how any such fluctuations could affect the demand for the products we offer, thus affecting our business.
We are subject to exchange and capital controls
The Argentine government and the BCRA have implemented certain measures that control and restrict the ability of companies and individuals to access the foreign exchange market to purchase foreign currencies and to transfer such currencies abroad. Those measures include restricting access to the Argentine foreign exchange market for the payment of dividends to non-resident stakeholders, restrictions on the acquisition of any foreign currency to be held as cash in Argentina, requiring exporters to repatriate and settle in Argentine pesos in the local exchange market, limitations on the transfer of securities into and from Argentina, establishing certain mandatory refinancing of debt maturities, among others.
There can be no assurance that the BCRA or other government agencies will not increase or relax such controls or restrictions, make modifications to these regulations, impose further mandatory refinancing plans related to our indebtedness payable in currencies other than the Argentine peso, establish more severe restrictions on currency exchange, or maintain the current foreign exchange regime or create multiple exchange rates for different types of transactions, substantially modifying the applicable exchange rate at which we acquire currency to pay imports and/or to service our outstanding liabilities denominated in currencies other than the Argentine peso, all of which could affect our ability to comply with our financial obligations when due, raise capital, refinance our debt at maturity, obtain financing, execute our capital expenditure plans, and/or undermine our ability to pay dividends to foreign shareholders. Consequently, these exchange controls and restrictions could adversely and materially affect our business, financial condition and results of operations. See “Item 5. Operating and financial review and prospects—Liquidity and capital resources” and “Item 10. Additional information—Exchange regulations”.
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YPF | Form 20-F | 2025
Variations in interest and exchange rates on our current and/or future financing arrangements may result in significant increases in our borrowing costs
As of December 31, 2025, 5% of our total debt is sensitive to changes in interest rates. Consequently, variations in interest rates could result in changes in the amount required to cover our debt service obligations and in our interest expense, thus affecting our financial condition and results of operations. Furthermore, as the Company may refinance its debts at maturity, an increase in market interest rates as of such dates could result in an increase in our interest expense for the future. See Note 4 to the Audited Consolidated Financial Statements.
Interest and principal amounts payable pursuant to debt obligations denominated in or indexed to U.S. dollars are subject to variations in the Argentine peso/U.S. dollar exchange rate that could result in a significant increase in Argentina peso terms in the amount of the interest and principal payments in respect of such debt obligations. If our revenues or other income are not able to effectively cover all or a significant portion of our currency risk exposure, a devaluation of the Argentine peso may have a material adverse effect on our financial condition and results of operations, see “Item 3. Key information—Risk factors—Risks relating to our business—Pricing of our products in Argentina and fluctuations in international prices of oil and refined products may adversely affect our results of operations”.
Changes in Argentine tax laws and/or the implementation of new export duties, other taxes and/or import regulations could adversely affect our business
We cannot assure that the Argentine government will not adopt additional changes and reforms in tax matters, nor that these reforms and those that may be adopted in the future will not adversely affect our business, financial condition and results of operations.
Historically the Argentine government has imposed duties on exports, including exports of hydrocarbon products. We cannot assure you that taxes and import/export regulations will not be modified in the future or that other new taxes or import/export regulations will not be imposed, which may adversely affect our business, financial condition and results of operations. See Notes 35.h) and 35.i) to the Audited Consolidated Financial Statements.
The Argentine government introduced changes in the corporate income tax rate and distribution of dividends tax rate in the last few years. We cannot assure you that the Argentine government will not adopt additional changes and reforms in the income tax rate, nor that these reforms and those that may be adopted in the future will not adversely affect our business, financial condition and results of operations. See “Item 10. Additional information—Taxation”.
Risks relating to our business
Pricing of our products in Argentina and fluctuations in international prices of oil and refined products may adversely affect our results of operations
Most of our revenues in Argentina are derived from sales of refined products (mainly, gasoline and diesel) and, to a lesser extent, natural gas and crude oil.
Our pricing policy for fuels takes into account several factors such as international and local crude oil prices, international prices of refined products, processing and distribution costs, biofuel prices, exchange rate volatility, local demand and supply, competition, inventories, export duties, local taxation, domestic margins for our products, among others. Our expectation is to align, over time, our local prices with those of international markets, while seeking to maintain a reasonable relationship between local prices of crude oil and fuels, without considering short-term fluctuations; however, we cannot assure you that other critical factors that are also considered in our pricing policy (including, but not limited to, changes in the exchange rate, or in international prices or potential legal or regulatory limitations, or other limitations that affect the ability of markets to deal with price changes), will not have an adverse impact on our ability to maintain such relation, while volatility and uncertainty in the international prices of crude oil and its derivatives, fluctuations in the value of the Argentine peso, will likely persist as they remain strongly influenced by conditions and expectations of world supply, demand and geopolitical tensions, among other factors, also potentially having an adverse effect on our export revenues.
If prices for our refined products do not match cost increases (including, but not limited to, local crude oil prices) or if the Argentine government establishes general price controls (including price freezes) on products that we commercialize such as fuels, it could have a negative effect on our business, financial condition and results of operations. See “Item 5. Operating and financial review and prospects—Macroeconomic conditions—Hydrocarbon market”.
Regarding the natural gas market, the revenues we obtain from selling natural gas in Argentina to certain segments, particularly residential clients and generation plants have been subject to government regulations and thus could be negatively affected by changing policies. In addition, we may face challenges in connection with the incentive programs established by the Argentine government for the natural gas industry, which are subject to certain regulations and commitments (in terms of investments and production). Changes in regulations or any breach by us to our obligations under such incentive programs could affect our projections or profitability. See “Item 4. Information on the Company—Business organization—LNG and Integrated Gas”.
The prices that we are able to obtain for our hydrocarbon products together with the actual volumes produced, processed and dispatched affect the viability of investments in new exploration, development and refining projects and, as a result, the timing and amount of our projected capital expenditures for such purposes. We budget capital expenditures by considering, among other things, market prices for our hydrocarbon products. Furthermore, we may be required to write down the carrying value of our property, plant and equipment if estimated crude oil and natural gas prices decline or if we have substantial downward adjustments to our estimated reserves, increases in our operating costs or increases in the discount rate that reflects the weighted average cost of the capital employed, among other factors. See “Item 5. Operating and financial review and prospects—Critical accounting estimates”.
An outbreak of a disease may have material adverse consequences on our operations
An outbreak of a pandemic, disease or similar public health threat may have material adverse consequences for the global economy, could materially and adversely affect our business, financial condition and results of operations as was the case with the COVID-19 pandemic. Some of the adverse effects, among others, could be: adverse impacts on financial markets; reduction in hydrocarbon products demand and, therefore, in our revenues, generating the reduction of our activity and investment levels; significant drop in the international crude oil price, resulting from the combined effect of a sharp drop in demand as well as the failure of hydrocarbon producers to orderly reduce supply; negative effects on Argentina’s economic environment; and substantial changes in companies and social behavior and the potential impact in the sale of fuels.
We cannot predict or estimate the future negative impact that a pandemic, disease or similar public health threat will have on our business, financial condition and results of operations, since it will depend on events outside of our control, including the intensity and duration of those events and the measures taken by governments worldwide, including the Argentine government, in order to contain them and/or mitigate the economic impact.
Our domestic operations are subject to extensive and changing regulation
The Argentine oil and gas industry is subject to changing governmental regulations and controls. As a result, our business is to a large extent dependent upon regulatory and political conditions prevailing in Argentina and our financial condition and results of operations may be adversely affected by regulatory and political changes in Argentina. We may face risks and challenges relating to government regulation and control of the energy sector, including laws, regulations and rules enacted by federal, provincial and local governments regarding the award of exploration permits and/or exploitation concessions, export controls, import restrictions (including those related to authorizations for the transfer of funds for foreign payments), investment requirements, taxation, price controls which may prevent the pass-through of increased costs, quality requirements for petroleum products, labor, hydraulic stimulation, drilling activities and other environmental aspects, among others. See “Item 5. Operating and financial review and prospects—Macroeconomic conditions”.
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Although Law No. 27,742 (“Bases Law”) established the free export of hydrocarbons and/or their derivatives subject to the Argentine Secretariat of Energy (“SE”)‘s non-objection, in recent years the Argentine government made certain changes in regulations and policies governing the energy sector to prioritize domestic demand at stable prices in order to sustain economic recovery, and we cannot assure that such regulations will not be implemented again in the future. See “Item 3. Key information—Risk factors—Risks relating to our business—We are and could be subject to further import and export restrictions, which may cause us to declare force majeure under certain contracts”. In addition, although the Bases Law promotes deregulation and a Large Investment Incentive Regime (“RIGI” by its acronym in Spanish), we cannot assure that changes to such regulations will not occur, and such changes could impact the Company’s projects assuming that these programs will remain in force.
We cannot assure you that changes in applicable laws and regulations, or adverse judicial or administrative interpretations of such laws and regulations, will not adversely affect our business, financial condition and results of operations. See Notes 18 and 35 to the Audited Consolidated Financial Statements.
Increased interest rates, uncertainty and illiquidity in credit and capital markets may impair our ability to obtain credit and financing, or obtain them on acceptable terms
Our activities are capital intensive and may require that we obtain credit and financing in order to execute our investment plans. Our ability to obtain such credit and funds depends largely on capital markets and liquidity factors that we do not control, including those related to the cost of financing. Our ability to access credit and capital markets at acceptable terms may be restricted at times when we would like, or need, to access those markets, which could have an adverse impact on our business, financial condition and investing activities.
As a result of many factors, including international and local financial market conditions, Argentina’s ability to renegotiate or repay its debts and its consequences on the economy and us, macroeconomic conditions, country risk premiums, exchange and capital controls, credit ratings agencies’ actions, banks and investors’ liquidity, among other factors, there can be no assurance that we will be able to repay or refinance our existing indebtedness at maturity in accordance with our plans.
In addition, we are regularly evaluated by the major credit rating agencies based on a number of factors, including our financial condition, the operating environment in which we operate, and factors affecting the oil and gas industry and macroeconomic conditions in general. Any downgrade in our credit rating or announcement that our credit rating is under review for possible downgrade could limit our ability to raise funds or increase the cost associated with any additional indebtedness we incur.
A significant percentage of our cash flow from operations is derived from counterparties that are governmental entities
In the normal course of business and considering that we are the largest integrated oil and gas company in Argentina, our portfolio of clients and suppliers includes private sector, state-owned companies and governmental entities.
If certain governmental counterparties do not pay accrued amounts in cash or cash equivalents, change the established conditions through alternatives not provided for in the respective contracts or plans or are only able to make such payments or redemptions through delivery of financial instruments that may delay collection in excess of our estimates, our business, financial condition and results of operations could be adversely affected (see “Item 7. Major shareholders and related party transactions—Related party transactions” and Note 36 to the Audited Consolidated Financial Statements). The inability of these customers to make payments, or to make payments in a timely manner or in full, may adversely affect our business, financial condition and results of operations. The aforementioned is applicable, among other receivables, to balances receivable from incentive programs structured by the Argentine government to promote hydrocarbon production, such as the Plan GasAr (see Note 35.f.1) to the Audited Consolidated Financial Statements).
We are and could be subject to further import and export restrictions, which may cause us to declare force majeure under certain contracts
The Bases Law, which amended Law No. 17,319, as amended by Law No. 27,007 (“Argentine Hydrocarbons Law”), established that international trade of hydrocarbons and its derivatives is free, according to the terms and conditions established by the Argentine Executive Branch. In this sense, through Regulatory Decree No. 1,057/2024, it was established that the SE may object in whole or in part to the export of hydrocarbons, only based on the technical and/or economic reasons that affect the security of supply in the domestic market. However, as of the date of this annual report, the prior authorization requirement and the criteria and procedures to authorize exports of crude oil and/or its derivatives have not been expressly abrogated (see Notes 35.a.1) and 35.b.1) to the Audited Consolidated Financial Statements).
In addition, although as of the date of this annual report there are no natural gas export restrictions in place affecting firm exports permits granted under Plan GasAr, in the past, the Argentine government took measures requiring us to divert part of our natural gas production away from exports to the domestic market restricting us from being able to meet our contractual gas export commitments in whole or in part, leading to disputes with our export clients and other service providers forcing us to declare force majeure under certain agreements.
Due to past restrictions, we are unable to assure whether any future measures will be adopted that could negatively affect our ability to export natural gas, export or import crude oil and diesel or other products and, accordingly, our business, financial condition and results of operations.
Our oil and gas reserves and production may decline
The rate of oil and gas production from upstream fields generally declines as reserves are depleted. If we do not successfully conduct exploration and development activities through geological and engineering studies, among others, in our fields, our estimated oil and gas reserves will decline as reserves are produced, and our business could experience reduced cash flows, resulting in an adverse effect on our financial condition and results of operations.
We face certain challenges in order to replace the crude oil and natural gas we produce. In addition, we expect that unconventional development will require us to maintain high levels of investments in future years, principally in connection with the Vaca Muerta formation. The financial viability of these investments and development efforts will generally depend on the prevailing economic and regulatory conditions in Argentina, as well as the local and international market prices of hydrocarbon products. These material risks are also inherent to the oil and gas industry.
We may not be able to replace our oil and gas reserves with cost-effective discovery, acquisition and development of new reserves, which could have a negative impact on our business, financial condition and results of operations.
Our oil and gas reserves are estimates
We estimate our reserves using geological and engineering data to determine with reasonable certainty whether the crude oil or natural gas in known reservoirs is recoverable and economically viable. The accuracy of reserves estimates depends on a number of factors, assumptions and variables, some of which are beyond our control. These factors over which we have no control include changes in prevailing crude oil and natural gas prices, which could have an effect on the quantities of our reserves; changes in the prevailing tax rules, other government regulations and contractual conditions after the date estimates are made (which could make reserves no longer economically viable to exploit); and certain actions of third parties, including the operators of fields in which we have an interest, among others.
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Factors susceptible to our control include, but are not limited to, drilling, testing and production, which results may affect the initial reserves estimates, depending on the quality of available geological, technical and economic data used by us and our interpretation thereof; the production performance of the reservoirs and the recovery rates, both of which depend in significant part on available technologies as well as our ability to implement such technologies and the relevant know-how; the selection of third parties with which we enter into business; and the accuracy of our estimates of initial hydrocarbons in place, which may prove to be incorrect or require substantial revisions.
The international price of crude oil has fluctuated significantly in the past. If these prices decrease significantly in the future or if domestic prices are set lower than in international markets, as well as any other substantial cost increase, our future calculations of estimated reserves would be based on lower prices, which could result in a removal of non-economic reserves from our reserves in future periods. See Note 2.c) “Oil and gas reserves” section to the Audited Consolidated Financial Statements.
As a result of the foregoing, reserves estimates are not precise and are subject to revisions. Any downward revision in our estimated quantities of reserves could adversely impact our financial results by leading to increased depreciation, depletion and amortization charges, resulting in impairment reviews of our property, plant and equipment which could reduce earnings and shareholders’ equity in the period in which it occurs.
See “Item 4. Information on the Company—Business organization—Upstream—Oil and gas reserves”.
Oil and gas activities are subject to significant economic, social, environmental and operational risks
Oil and gas exploration and exploitation activities are subject to particular economic and industry-specific operational risks, some of which are beyond our control, such as equipment and transportation risks, natural hazards and other uncertainties, including those relating to the physical characteristics of onshore and offshore oil and gas fields. Our operations may be curtailed, delayed or cancelled due to bad weather conditions, mechanical difficulties, shortages or delays in the delivery of equipment, compliance with governmental requirements, fire, explosions, blow-outs, pipe failures, abnormally pressured formations, strikes by our own or third-party employees and environmental hazards, such as oil spills, gas leaks, ruptures or discharges of toxic gases. In addition, we operate in politically sensitive areas where the native population has interests that may conflict with our production or development objectives. If these risks materialize, our operations may suffer substantial operational losses and disruptions and our reputation may be harmed, which could materially and adversely affect our business, financial condition and results of operations. Additionally, if any operational incident occurs that affects local and/or ethnic communities in nearby areas, we will need to incur additional costs and expenses in order to restore affected areas and compensate for any damages we may cause. These additional costs may have a negative impact on the profitability of the projects we may decide to undertake.
Drilling may be unprofitable, not only with respect to dry wells, but also with respect to wells that are productive but do not produce sufficient revenues to return a profit after drilling, operating and other costs are considered.
Our oil and gas field facilities, refineries and logistics network are our principal production facilities and distribution network on which a significant portion of our revenues depends. Although we insure our properties under terms that we deem prudent and have adopted and maintain safety measures, any significant damage, accident, or other production stoppage at our facilities or in our network could adversely and materially affect our production capabilities, financial condition, and results of operations.
We rely on suppliers of goods and services for the operation and execution of our projects and, as a result, we may be both adversely affected by failures, delays and/or increased costs of such suppliers, or the quality of the products provided by such suppliers. In these cases, we may ultimately need to postpone our projects, which may have an adverse effect on our financial condition and results of operations. Additionally, there may be risks of delays in the customs clearance process caused by external factors or import restrictions, which may impact the supply of goods to us and affect our operations and projects.
Our business depends on complex, long-term and capital-intensive projects
Our projects require a high degree of project management expertise to maximize efficiency. We use a range of crude oil product prices, natural gas prices, costs, taxes, among other assumptions, which we review on a periodic basis. These assumptions help us evaluate our projects through a robust capital allocation process. If our assumptions prove to be incorrect, our earnings, cash flows and financial condition could be materially affected.
Specific factors that can affect the performance of major projects (including those in the Vaca Muerta formation and the Argentina LNG project) include our ability to: successfully negotiate with joint ventures partners, governments, suppliers, unions, customers or others; model and optimize reservoir performance; develop production facilities and distribution network; develop markets for project outputs; obtain project approvals and funding by joint venture partners; obtain financing at reasonable costs and on reasonable terms; have sufficient treatment and transportation capacity in place to be able to fully evacuate our crude oil and natural gas production growth; access to and availability of equipment and necessary technology, services and personnel; manage changes in operating conditions and costs, including costs of third-party equipment’s or services; prevent, to the extent possible, and respond effectively to unforeseen technical difficulties that could delay project start-ups or cause unscheduled project downtimes. Moreover, increasing unconventional oil production requires the adjustment of our refineries and other facilities to enlarge the proportion of light crude oils to be processed to be able to remain vertically integrated.
We conduct most of our major projects (including unconventional exploitation operations and the Argentina LNG project) through joint operations and as a result, the continuation of such joint operations is vital to their success. In the event that any of our business partners were to decide to terminate the relationship in respect of a joint operation or sell their interest in a joint operation, we may not be able to replace that business partner or obtain the necessary financing to purchase that business partner’s interest. Accordingly, our failure to resolve disagreements with our business partners or to maintain our joint operations could adversely affect our ability to conduct the underlying operations of such joint operations, which, in turn, could negatively affect our financial condition and results of operations.
Our business depends to a significant extent on our production facilities and logistics network. We may face risks related to restrictions or limitations to evacuate our crude oil and natural gas production as a result of the lack or limited capacity of infrastructure to process and/or transport production. Most of the expansion capacity investments will be carried out through our midstream affiliates, which we do not control (for example, Oleoductos del Valle S.A. (“Oldelval”), VMOS S.A. (“VMOS”), etc.).
We may continue to consider acquisition opportunities, which may not be successful
We have occasionally expanded our business through certain acquisitions and will continue to consider attractive acquisition opportunities that we believe may offer additional value and are consistent with our active portfolio management strategy. However, we cannot assure you that we will be able to identify suitable acquisition opportunities, or if identified, to acquire them; nor that we will be able to successfully complete the integration of new businesses and capture expected synergies, as such integrations entail significant risks, including valuation adjustments and the assumption of undisclosed liabilities, which could have a material adverse effect on our business, results of operations, cash flow or financial condition.
Additionally, some of our subsidiaries, joint ventures and associates’ investment projects have been or could be guaranteed by YPF S.A., resulting in the incurrence of additional guaranteed debt and causing us to become liable for such obligations. If such subsidiaries, joint ventures and associates are unable or fail to pay any of their indebtedness in respect of which YPF S.A. has provided a guarantee, we may be required to pay all amounts due under such indebtedness up to our ownership in capital stock with respect to the defaulted company, which may affect our financial condition. See Note 34.d) to the Audited Consolidated Financial Statements.
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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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YPF | Form 20-F | 2025
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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ITEM 4. Information on the Company
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 datasheet | |
|---|---|
| Legal name of the Company: | YPF Sociedad Anónima |
| Commercial name: | YPF |
| Date of incorporation and duration of the Company: | 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 |
| Legal form of the Company: | Corporation (“sociedad anónima”) |
| Country of incorporation: | Argentina |
| Fiscal identification number in Argentina: | 30-54668997-9 |
| Commission file number at the SEC: | 1-12102 |
| Address of principal executive offices: | Macacha Güemes 515, C1106BKK, Autonomous City of Buenos Aires, Argentina |
| Telephone number: | (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. |
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| • | 1992: In November 1992, the Argentine Congress enacted Law No. 24,145 (“Privatization Law”), which established the procedures for our privatization. |
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| • | 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. |
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| • | 2011: In May 2011, Petersen exercised an option to acquire, from Repsol YPF, ADRs evidencing ADSs representing an additional 10% of our capital stock. |
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| • | 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. |
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| • | 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. |
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| • | 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. |
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| • | 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. |
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| • | 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. |
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| • | 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.
| 1. | Focus on our most profitable business: Vaca Muerta |
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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.
| 2. | Active portfolio management |
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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.
| 3. | Maximize upstream and downstream efficiency |
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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.
| 4. | Argentina LNG project |
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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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YPF | Form 20-F | 2025
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:
| (i) | 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.
| (ii) | 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.
| (iii) | 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.
| (iv) | 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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Table of Contents
YPF | Form 20-F | 2025
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.
| (v) | 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:
| For the year ended December 31, | |||||
|---|---|---|---|---|---|
| (millions of US) | |||||
| 2025 | 2024^(2)^ | 2023^(2)^ | |||
| Revenues ^(1)^ | |||||
| Upstream | |||||
| Revenues | 50 | 32 | |||
| Revenues from intersegment sales | 8,225 | 7,211 | |||
| Total Upstream | 8,275 | 7,243 | |||
| Midstream and Downstream | |||||
| Revenues | 15,901 | 14,977 | |||
| Revenues from intersegment sales | 122 | 136 | |||
| Total Midstream and Downstream | 16,023 | 15,113 | |||
| LNG and Integrated Gas | |||||
| Revenues | 1,633 | 1,523 | |||
| Revenues from intersegment sales | 294 | 291 | |||
| Total LNG and Integrated Gas | 1,927 | 1,814 | |||
| New Energies | |||||
| Revenues | 895 | 407 | |||
| Revenues from intersegment sales | 9 | 21 | |||
| Total New Energies | 904 | 428 | |||
| Central Administration and Others | |||||
| Revenues | 814 | 372 | |||
| Revenues from intersegment sales | 1,038 | 765 | |||
| Total Central Administration and Others | 1,852 | 1,137 | |||
| Consolidation adjustments | (9,688) | (8,424) | |||
| Total Revenues | 19,293 | 17,311 | |||
| Operating profit or loss | |||||
| Upstream | 515 | (1,915) | |||
| Midstream and Downstream | 1,356 | 939 | |||
| LNG and Integrated Gas | (49) | (1) | |||
| New Energies | 106 | (64) | |||
| Central Administration and Others | (332) | (262) | |||
| Consolidation adjustments | (116) | 55 | |||
| Total Operating profit or loss | 1,480 | (1,248) |
All values are in US Dollars.
| (1) | 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. |
|---|---|
| (2) | 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”.
Upstream
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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YPF | Form 20-F | 2025
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:
| As of December 31, 2025 | ||||||||
|---|---|---|---|---|---|---|---|---|
| (thousands of acres) | ||||||||
| Developed ^(1)^ | Undeveloped ^(2)^ | |||||||
| Gross ^(3)^ | Net ^(4)^ | Gross ^(3)^ | Net ^(4)^ | |||||
| South America | ||||||||
| Argentina ^(5) (6)^ | 824 | 548 | 16,415 | 8,868 | ||||
| Rest of South America ^(7)^ | - | - | 4,610 | 4,425 | ||||
| Total | 824 | 548 | 21,025 | 13,293 | ||||
| (1) | Developed acreage is spaced or assignable to productive wells. | |||||||
| --- | --- | |||||||
| (2) | 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. | |||||||
| --- | --- | |||||||
| (3) | A gross acre is an acre in which we own a working interest. | |||||||
| --- | --- | |||||||
| (4) | Net acreage equals gross acreage after deducting third-party interests. | |||||||
| --- | --- | |||||||
| (5) | 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. | |||||||
| --- | --- | |||||||
| (6) | 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. | |||||||
| --- | --- | |||||||
| (7) | 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 km^2^ (51.9%) and 10,675 km^2^(48.1%), respectively, of our 22,217 km^2^ net exploratory undeveloped acreage as of December 31, 2025. The net exploratory undeveloped acreage in the Rest of South America is 17,906 km^2^, 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:
| As of December 31, 2025 | ||||||
|---|---|---|---|---|---|---|
| Operated by YPF | Non-Operated by YPF | Total | ||||
| Exploration permits | 7 | 6 | 13 | |||
| Exploitation concessions | 38 | 27 | 65 | |||
| Total | 45 | 33 | 78 |
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YPF | Form 20-F | 2025
The following table sets forth, for the period indicated, information regarding the exploration permits we held:
| As of December 31, 2025 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Onshore | Offshore | |||||||||||
| 100%<br> <br>ownership<br> <br>interest | 50.0%<br> <br>ownership<br> <br>interest | Total | 100%<br> <br>ownership<br> <br>interest | 35.0% - 50.0%<br> <br>ownership<br> <br>interest | Total | |||||||
| Exploration permits | 4 | 3 | 7 | - | 6 | 6 |
The following table sets forth, for the period indicated, information regarding the exploitation concessions we held:
| As of December 31, 2025 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Onshore | Offshore | |||||||||||
| 100%<br> <br>ownership<br> <br>interest | 22.5% - 70.0%<br> <br>ownership<br> <br>interest | Total | 100%<br> <br>ownership<br> <br>interest | 50% ownership <br>interest | Total | |||||||
| Exploitation concessions | 25 | 38 | 63 | - | 2 | 2 |
The following table sets forth, for the period indicated, information regarding the expiration year of our exploration permits and exploitation concessions:
| As of December 31, 2025 | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Expiration year | ||||||||||||||||
| 2026-<br> <br>2030 | 2031-<br> <br>2035 | 2036-<br> <br>2040 | 2041-<br> <br>2045 | 2046-<br> <br>2050 | 2051-<br> <br>2055 | 2056-<br> <br>2060 | Total | |||||||||
| Exploration permits | 13 | - | - | - | - | - | - | 13 | ||||||||
| Operated by YPF | 7 | - | - | - | - | - | - | 7 | ||||||||
| Non-Operated by YPF | 6 | - | - | - | - | - | - | 6 | ||||||||
| Exploitation concessions | 25 | 6 | 7 | 2 | 6 | 14 | 5 | 65 | ||||||||
| Operated by YPF | 15 | 1 | 3 | 2 | 5 | 8 | 4 | 38 | ||||||||
| Non-Operated by YPF | 10 | 5 | 4 | - | 1 | 6 | 1 | 27 | ||||||||
| Total | 38 | 6 | 7 | 2 | 6 | 14 | 5 | 78 |
The following table sets forth, for the period indicated, information regarding our gross and net interests in productive oil and gas wells by basin:
| As of December 31, 2025 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Wells^(1) (2)^ | ||||||||
| Oil | Gas | |||||||
| Basin | Gross | Net | Gross | Net | ||||
| Neuquina | 4,188 | 2,869 | 1,679 | 1,003 | ||||
| Golfo San Jorge | 1,063 | 1,063 | 19 | 19 | ||||
| Austral | 91 | 91 | 41 | 41 | ||||
| Noroeste | 36 | 19 | 74 | 36 | ||||
| Onshore | 5,378 | 4,042 | 1,813 | 1,099 | ||||
| Austral | 56 | 28 | - | - | ||||
| Offshore | 56 | 28 | - | - | ||||
| Total | 5,434 | 4,070 | 1,813 | 1,099 | ||||
| (1) | Gross wells are wells in which we own a working interest. | |||||||
| --- | --- | |||||||
| (2) | 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:
| As of December 31, 2025 | ||||||
|---|---|---|---|---|---|---|
| 16.9% - 70.0% ownership interest | Total | |||||
| Operated by YPF | Non-Operated by YPF | |||||
| Exploration joint ventures and contractual arrangements | 3 | 6 | 9 | |||
| Exploitation joint ventures and contractual arrangements | 13 | 20 | 33 | |||
| Total | 16 | 26 | 42 |
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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YPF | Form 20-F | 2025
Drilling activity in Argentina
The following table sets forth, for each of the periods indicated, information regarding the number of drilled wells:
| For the year ended December 31, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2023 | ||||||
| Gross wells drilled ^(1)^ | ||||||||
| Oil | 3 | 2 | 1 | |||||
| Gas | - | 2 | 2 | |||||
| Exploratory productive | 3 | 4 | 3 | |||||
| Dry | 1 | 5 | 1 | |||||
| Total Exploratory | 4 | 9 | 4 | |||||
| Oil | 265 | 267 | 300 | |||||
| Gas | 49 | 56 | 79 | |||||
| Development productive | 314 | 323 | 379 | |||||
| Dry | - | - | - | |||||
| Total Development | 314 | 323 | 379 | |||||
| Net wells drilled ^(2)^ | ||||||||
| Oil | - | ( | *) | 2 | 1 | |||
| Gas | - | 1 | 2 | |||||
| Exploratory productive | - | ( | *) | 3 | 3 | |||
| Dry | 1 | 3 | 1 | |||||
| Total Exploratory | 1 | 6 | 4 | |||||
| Oil | 158 | 178 | 206 | |||||
| Gas | 21 | 22 | 40 | |||||
| Development productive | 179 | 200 | 246 | |||||
| Dry | - | - | - | |||||
| Total Development | 179 | 200 | 246 | |||||
| (*) | Less than 1. | |||||||
| --- | --- | |||||||
| (1) | Gross wells are wells in which we own a working interest. | |||||||
| --- | --- | |||||||
| (2) | Net wells equal gross wells after deducting third-party interests. | |||||||
| --- | --- |
The following table sets forth, for the period indicated, information regarding the number of wells in the process of being drilled:
| As of December 31, 2025 | ||||
|---|---|---|---|---|
| Gross | Net | |||
| South America | ||||
| Argentina | 134 | 81 | ||
| Rest of South America | - | - | ||
| Total | 134 | 81 |
Exploration & Development activities
Argentina
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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YPF | Form 20-F | 2025
Seismic activities
Onshore
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.
Offshore
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 m^3^/d; (ii) “4S” and “3C” batteries in La Amarga Chica block, with a processing capacity of 3,000 m^3^/d and 6,000 m^3^/d, respectively; and (iii) “3CE” battery in Loma Campana block, with a processing capacity 6,000 m^3^/d. Additionally, in 2025, the revamping of the Battery 1 in Aguada del Chañar block was completed, which increased processing capacity from 3,000 m^3^/d to 6,000 m^3^/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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YPF | Form 20-F | 2025
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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YPF | Form 20-F | 2025
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:
| (i) | Escalante - El Trébol. |
|---|---|
| (ii) | Llancanelo and Llancanelo R. |
| --- | --- |
During 2025, the agreed closing conditions for the following exploitation concessions were satisfied:
| (i) | Estación Fernández Oro. |
|---|---|
| (ii) | Campamento Central - Cañadón Perdido. |
| --- | --- |
| (iii) | Barrancas, Vizcacheras, La Ventana, Ceferino, Mesa Verde and Río Tunuyán. |
| --- | --- |
| (iv) | Señal Cerro Bayo, Volcán Auca Mahuida, Don Ruiz and Las Manadas. |
| --- | --- |
| (v) | Al Norte De La Dorsal, Octógono and Dadín. |
| --- | --- |
| (vi) | 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. |
| --- | --- |
| (vii) | El Portón (Mendoza - Neuquén), Chihuido de la Salina, Altiplanicie del Payún, Cañadón Amarillo, Chihuido de la Salina Sur and Confluencia Sur. |
| --- | --- |
| (viii) | 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”.
Rest of South America
Exploration activities
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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YPF | Form 20-F | 2025
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:
| For the year ended December 31, 2025 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Oil ^(1)^ | NGLs | Natural gas | Total ^(2)^ | |||||
| (Mbbl) | (Mbbl) | (bcf) | (Mboe) | |||||
| Proved developed reserves | ||||||||
| Consolidated entities | ||||||||
| South America | ||||||||
| Argentina | 315 | 42 | 1,597 | 642 | ||||
| Total Proved developed reserves | 315 | 42 | 1,597 | 642 | ||||
| For the year ended December 31, 2025 | ||||||||
| Oil ^(1)^ | NGLs | Natural gas | Total ^(2)^ | |||||
| (Mbbl) | (Mbbl) | (bcf) | (Mboe) | |||||
| Proved undeveloped reserves | ||||||||
| Consolidated entities | ||||||||
| South America | ||||||||
| Argentina | 363 | 32 | 1,389 | 642 | ||||
| Total Proved undeveloped reserves | 363 | 32 | 1,389 | 642 | ||||
| For the year ended December 31, 2025 | ||||||||
| Oil ^(1)^ | NGLs | Natural gas | Total ^(2)^ | |||||
| (Mbbl) | (Mbbl) | (bcf) | (Mboe) | |||||
| Proved reserves ^(2) (3)^ | ||||||||
| Consolidated entities | ||||||||
| Developed | 315 | 42 | 1,597 | 642 | ||||
| Undeveloped | 363 | 32 | 1,389 | 642 | ||||
| Total Proved reserves | 678 | 74 | 2,986 | 1,284 | ||||
| (1) | Includes crude oil (oil and condensate). | |||||||
| --- | --- | |||||||
| (2) | 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. | |||||||
| --- | --- | |||||||
| (3) | 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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YPF | Form 20-F | 2025
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:
| For the year ended December 31,<br>(%) | |||
|---|---|---|---|
| 2025 | 2024 | 2023 | |
| Reserves replacement ratio ^(1)^ | 198% | 112% | 39% |
| (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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YPF | Form 20-F | 2025
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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YPF | Form 20-F | 2025
| For the year ended December 31,<br>(Mbbl) | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | 2023 | ||||
| Oil and condensate production ^(1)^ | ||||||
| Consolidated entities | ||||||
| South America | ||||||
| Argentina | 93 | 94 | 89 | |||
| Total Oil and condensate production ^(2)^ | 93 | 94 | 89 | |||
| For the year ended December 31,<br>(Mbbl) | ||||||
| 2025 | 2024 | 2023 | ||||
| NGLs production ^(1)^ | ||||||
| Consolidated entities | ||||||
| South America | ||||||
| Argentina | 16 | 16 | 16 | |||
| Total NGLs production ^(3)^ | 16 | 16 | 16 | |||
| For the year ended December 31,<br>(bcf) | ||||||
| 2025 | 2024 | 2023 | ||||
| Natural gas production ^(1)^ | ||||||
| Consolidated entities | ||||||
| South America | ||||||
| Argentina | 416 | 427 | 414 | |||
| Total Natural gas production ^(4) (5)^ | 416 | 427 | 414 | |||
| For the year ended December 31,<br>(Mboe) | ||||||
| 2025 | 2024 | 2023 | ||||
| Oil equivalent production ^(1) (6)^ | ||||||
| Consolidated entities | ||||||
| Oil and condensate | 93 | 94 | 89 | |||
| NGLs | 16 | 16 | 16 | |||
| Natural gas | 74 | 76 | 74 | |||
| Total Oil equivalent production | 183 | 186 | 179 | |||
| (1) | 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. | |||||
| --- | --- | |||||
| (2) | 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. | |||||
| --- | --- | |||||
| (3) | 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. | |||||
| --- | --- | |||||
| (4) | 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. | |||||
| --- | --- | |||||
| (5) | 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). | |||||
| --- | --- | |||||
| (6) | 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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YPF | Form 20-F | 2025
The following table sets forth, for each of the periods indicated, the average production costs and average sales prices:
| Total | Argentina | Rest of<br> <br>South America | |||
|---|---|---|---|---|---|
| US/boe | |||||
| Production costs and sales prices ^(1)^ | |||||
| Year ended December 31, 2025 | |||||
| Lifting costs | 12.2 | - | |||
| Taxes and similar payments ^(2)^ | 0.5 | - | |||
| Other costs ^(4)^ | 3.1 | - | |||
| Average production costs | 15.8 | - | |||
| Average oil sales price | 60.1 | - | |||
| Average NGLs sales price | 27.7 | - | |||
| Average natural gas sales price ^(3)^ | 21.0 | - | |||
| Year ended December 31, 2024 | |||||
| Lifting costs | 16.5 | - | |||
| Taxes and similar payments ^(2)^ | 0.6 | - | |||
| Other costs ^(4)^ | 2.4 | - | |||
| Average production costs | 19.5 | - | |||
| Average oil sales price | 68.2 | - | |||
| Average NGLs sales price | 28.8 | - | |||
| Average natural gas sales price ^(3)^ | 21.6 | - | |||
| Year ended December 31, 2023 | |||||
| Lifting costs | 16.2 | - | |||
| Taxes and similar payments ^(2)^ | 0.5 | - | |||
| Other costs ^(4)^ | 1.3 | - | |||
| Average production costs | 18.0 | - | |||
| Average oil sales price | 62.5 | - | |||
| Average NGLs sales price | 26.5 | - | |||
| Average natural gas sales price ^(3)^ | 20.8 | - |
All values are in US Dollars.
| (1) | The amounts are reported “as sold basis”. |
|---|---|
| (2) | 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$/boe for the years ended December 31, 2025, 2024 and 2023, respectively. |
| --- | --- |
| (3) | Includes revenues from incentive programs for natural gas production in Argentina. See Note 35.f.1) to the Audited Consolidated Financial Statements. |
| --- | --- |
| (4) | Includes (1.0) US$/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. |
| --- | --- |
Midstream and Downstream
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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YPF | Form 20-F | 2025
| For the year ended December 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2023 | ||||||||||
| Throughput | Use | Throughput | Use | Throughput | Use | |||||||
| (kbbl/d) | (%) | (kbbl/d) | (%) | (kbbl/d) | (%) | |||||||
| La Plata Refinery | 190.2 | 95.6% | 173.4 | 87.2% | 169.6 | 89.8% | ||||||
| Luján de Cuyo Refinery | 108.6 | 95.3% | 107.7 | 94.5% | 105.0 | 92.2% | ||||||
| Plaza Huincul Refinery | 21.4 | 85.1% | 19.6 | 78.0% | 19.8 | 78.5% | ||||||
| Total | 320.2 | 94.7% | 300.7 | 89.0% | 294.4 | 89.7% |
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:
| For the year ended December 31, | |||||||
|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2023 | |||||
| Throughput crude | Mboe | 116.8 | 110.0 | 107.5 | |||
| Throughput feedstock | Mboe | 0.3 | 5.1 | 3.8 | |||
| Throughput crude / feedstock | Mboe | 117.1 | 115.2 | 111.3 | |||
| Production | |||||||
| Diesel fuel | Mboe | 50.1 | 47.3 | 46.8 | |||
| Motor gasoline | Mboe | 33.3 | 26.3 | 27.8 | |||
| Petrochemical naphtha | Mboe | 12.9 | 12.1 | 9.1 | |||
| Jet fuel | Mboe | 7.6 | 6.5 | 6.4 | |||
| Base oils | Mboe | - | 1.1 | 0.9 | |||
| Fuel oil | ktn | 183.7 | 187.5 | 147.7 | |||
| Coke | ktn | 855.4 | 898.2 | 920.7 | |||
| LPG | ktn | 742.4 | 692.8 | 704.1 | |||
| Asphalt | ktn | 58.5 | 66.1 | 85.8 |
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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YPF | Form 20-F | 2025
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 <br> (km) | For the year ended<br>December 31, 2025<br>(boe/d) | ||||
|---|---|---|---|---|---|
| From | To | YPF interest | Daily capacity | ||
| Puesto Hernández | Luján de Cuyo refinery | 100% | 528 | 93,509 | |
| Puerto Rosales | La Plata refinery | 100% | 585 | 326,541 | |
| La Plata refinery | Dock Sud | 100% | 52 | 141,006 |
We also own 3 tanks in Berisso City, in the Buenos Aires Province, with 90,000 m^3^ 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 m^3^.
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 m^3^; and (ii) Caleta Olivia in the Santa Cruz Province, which has a capacity of 215,000 m^3^. 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 m^3^.
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YPF | Form 20-F | 2025
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 km^3^), compared to US$ 913.6 million (1,887 km^3^) 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:
| For the year ended December 31, | ||||||
|---|---|---|---|---|---|---|
| (Mbbl) | ||||||
| 2025 | 2024 | 2023 | ||||
| Exports | ||||||
| Crude oil | 14.4 | 12.8 | 4.1 | |||
| Refined products | 6.1 | 6.9 | 4.8 | |||
| Marine fuels | 1.6 | 1.7 | 1.7 | |||
| Total | 22.1 | 21.4 | 10.6 |
The following table sets forth, for each of the periods indicated, volumes of sales to the domestic market:
| For the year ended December 31, | ||||||
|---|---|---|---|---|---|---|
| (Mbbl) | ||||||
| 2025 | 2024 | 2023 | ||||
| Domestic market | ||||||
| Crude oil | 0.3 | 0.9 | 1.2 | |||
| Marine fuels | 0.9 | 1.1 | 1.0 | |||
| Total | 1.2 | 2.0 | 2.2 |
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 m^3^ 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:
| For the year ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (km^3^) | (%) | |||||||||
| 2025 | 2024 | 2023 | 2025 vs 2024 | 2024 vs 2023 | ||||||
| Sales volume | ||||||||||
| Super gasoline | 4,361 | 4,353 | 4,356 | 0.2% | (0.1%) | |||||
| Infinia gasoline | 1,541 | 1,430 | 1,707 | 7.8% | (16.2%) | |||||
| Diesel (500 and 800 ppm) | 5,554 | 5,891 | 6,416 | (5.7%) | (8.2%) | |||||
| Infinia diesel (10 ppm) | 2,663 | 2,458 | 2,579 | 8.3% | (4.7%) | |||||
| Total | 14,119 | 14,132 | 15,057 | (0.1%) | (6.1%) |
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YPF | Form 20-F | 2025
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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YPF | Form 20-F | 2025
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 m^3^, 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 m^3^, 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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YPF | Form 20-F | 2025
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:
| For the year ended December 31, 2025 | |
|---|---|
| (tn per year) | |
| Capacity | |
| CIE | |
| BTX (benzene, toluene, mixed xylenes) | 526,000 |
| Orthoxylene | 25,000 |
| Cyclohexane | 95,000 |
| Solvents | 66,100 |
| MTBE | 60,000 |
| LAB (linear alkyl benzene) | 53,000 |
| LAS (linear alkyl benzene suphonate) | 32,000 |
| PIB (polysobutylene) | 26,000 |
| Propylene | 120,000 |
| Reforming | 520,760 |
| Plaza Huincul | |
| Methanol | 411,000 |
| Luján de Cuyo | |
| Propylene | 100,000 |
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 Mm^3^ 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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YPF | Form 20-F | 2025
| For the year ended<br> December 31, 2025 (ktn <br>per year) | |
|---|---|
| Processing plant capacity | Capacity |
| El Portón | 180.3 |
| Loma Negra | 58.4 |
| Loma la Lata | 204.0 |
| Total | 442.7 |
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:
| For the year ended December 31, 2025 | |
|---|---|
| (ktn) | |
| Production and purchases | |
| LPG from natural gas processing plants ^(1)^ | |
| El Portón | 54.0 |
| San Sebastián | 15.3 |
| Loma Negra | 22.3 |
| Estación Fernández Oro | 1.3 |
| Loma la Lata | 83.9 |
| Total LPG from natural gas processing plants | 176.8 |
| LPG from refineries and petrochemical plants | |
| La Plata Refinery | 457.1 |
| Luján de Cuyo Refinery | 123.9 |
| Total LPG from refineries and petrochemical plants ^(2)^ | 581.0 |
| LPG purchased from unrelated parties | 12.4 |
| Total | 770.2 |
| (1) | El Portón, San Sebastian, Loma Negra, Estación Fernández Oro and Loma La Lata plants are wholly-owned by us. |
| --- | --- |
| (2) | 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 bm^3^ (or 47.1 bcf) of natural gas into the Argentine distribution network.
LNG and Integrated Gas
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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YPF | Form 20-F | 2025
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 Mm^3^/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 Mm^3^/d to the existing 21 Mm^3^/d, bringing the total transportation capacity to 35 Mm^3^/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 Mm^3^/d at an average price of 3.66 US$/MBtu, and peak volumes of 3.25 Mm^3^/d at a price of 6.35 US$/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 Mm^3^/d (of which SIE will supply 7.4 Mm^3^/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 Mm^3^ (or 1,774 bcf) of natural gas in the future (without considering interruptible export supply contracts), of which 12,895 Mm^3^ (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 Mm^3^/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 Mm^3^/d from January to April, 1.6 Mm^3^/d from May to September and 2.1 Mm^3^/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 Mm^3^/d from January to April, 0.8 Mm^3^/d from May to September and 1.0 Mm^3^/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 Mm^3^/d and 2026-2028: 0.8 Mm^3^/d; and (ii) from the Austral basin (for the summer period, from October to December and from January to April), 2025: 1.0 Mm^3^/d and 2026-2028: 0.5 Mm^3^/d. With respect to the authorizations granted by the Argentine government, YPF has applied for: (i) from the Neuquina basin: 1.5 Mm^3^/d from January to April 2025, 1.6 Mm^3^/d from May to September 2025, 1.2 Mm^3^/d from October to December 2025, 0.3 Mm^3^/d from January to April 2026, 0.4 Mm^3^/d from May to September 2026 and 0.3 Mm^3^/d from October to December 2026; and (ii) from de Austral basin: 1.1 Mm^3^/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 Mm^3^/d from January to April and from October to December and 1.7 Mm^3^/d from May to September; (ii) 2027: 2.5 Mm^3^/d from January to April and from October to December and 1.1 Mm^3^/d from May to September; and (iii) 2028: 2.2 Mm^3^/d from January to April and from October to December and 1.8 Mm^3^/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 Mm^3^/d from January 2026 to April 2026; 0.4 Mm^3^/d from May 2026 to September 2026; and 0.8 Mm^3^/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”.
New Energies
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 Mm^3^ (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:
| (i) | Vaca Muerta Sustained Productivity: Dedicated to the optimization of oil and gas production through integrated-permeability analysis. |
|---|---|
| (ii) | Vaca Muerta Enhanced Recovery: Dedicated to the application of EOR techniques, including surfactants and CO2-based processes. |
| --- | --- |
| (iii) | 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 |
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| • | Law No. 25,675 on National Environmental Policy |
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| • | Law No. 25,612 on Integrated Management of Industrial and Service Industry Waste |
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| • | Law No. 24,051 on Hazardous Waste |
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| • | Law No. 25,916 on Management of Domestic Waste |
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| • | Law No. 20,284 on Clean Air |
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| • | Law No. 25,688 on Environmental Management of Waters |
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| • | Law No. 25,670 on Management and Elimination of Polychlorinated Biphenyls |
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| • | Law No. 27,520 on Minimal Standards on Global Climate Change Adaptation and Mitigation |
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| • | 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:
| (i) | 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. |
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| • | 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. |
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| (ii) | Optimization of water use, based on: |
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| • | 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. |
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| • | 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). |
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| • | 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. |
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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: |
|---|---|
| (i) | Reduction of flaring through operational efficiencies and expansion of associated evacuation and processing capacity. |
| --- | --- |
| (ii) | Reduction of fugitive emissions, through methane Leak Detection and Repair (“LDAR”) campaigns and pilots with new technologies. |
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| (iii) | 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: |
| --- | --- |
| (i) | Scope 1: Direct GHG emissions from sources that are owned or controlled by YPF. |
| --- | --- |
| (ii) | Scope 2: Indirect GHG emissions from generation of purchased energy consumed by YPF. |
| --- | --- |
| (iii) | 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 Mm^3^ 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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YPF | Form 20-F | 2025
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:
| (i) | Identification and mitigation of occupational and process risks preventing incidents, to prevent serious injuries and fatalities at our operations. |
|---|---|
| (ii) | Strengthening the Company’s emergency response capacity. |
| --- | --- |
| (iii) | 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:
| (i) | New incident investigation methodology to strengthen the identification of root causes and the implementation of corrective and preventive actions. |
|---|---|
| (ii) | Safety leadership as a key pillar of the cultural model, with content available on the corporate platform to encourage participation and commitment. |
| --- | --- |
| (iii) | 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”. |
| --- | --- |
ITEM 4A. Unresolved staff comments
YPF does not have unresolved staff comments.
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ITEM 5. Operating and financial review and prospects
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
Overview
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
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.
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<br> <br>(%) | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2023 | 2025 v.<br>2024 | 2024 v.<br>2023 | ||||||||
| Revenues | 19,293 | 17,311 | (4.4%) | 11.4% | ||||||||
| Costs | ) | (13,910 | ) | (13,853 | ) | (4.0%) | 0.4% | |||||
| Gross profit | 5,383 | 3,458 | (5.3%) | 55.7% | ||||||||
| Selling expenses | ) | (2,132 | ) | (1,804 | ) | (2.1%) | 18.2% | |||||
| Administrative expenses | ) | (836 | ) | (705 | ) | (0.7%) | 18.6% | |||||
| Exploration expenses | ) | (239 | ) | (61 | ) | (51.5%) | 291.8% | |||||
| Reversal / (Impairment) of property, plant and equipment and inventories write-down | (87 | ) | (2,288 | ) | n/a | (96.2%) | ||||||
| Other net operating results | ) | (609 | ) | 152 | (45.8%) | n/a | ||||||
| Operating profit / (loss) | 1,480 | (1,248 | ) | 17.6% | n/a | |||||||
| Income from equity interests in associates and joint ventures | 396 | 94 | (69.2%) | 321.3% | ||||||||
| Net financial results | ) | (856 | ) | (504 | ) | 11.2% | 69.8% | |||||
| Net profit / (loss) before income tax | 1,020 | (1,658 | ) | 10.8% | n/a | |||||||
| Income tax | ) | 1,373 | 381 | n/a | 260.4% | |||||||
| Net (loss) / profit for the year | ) | 2,393 | (1,277 | ) | n/a | n/a | ||||||
| Other comprehensive income for the year | ) | 424 | (221 | ) | n/a | n/a | ||||||
| Total comprehensive income for the year | ) | 2,817 | (1,498 | ) | n/a | n/a |
All values are in US Dollars.
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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Domestic market
| For the year ended December 31, | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | ||||||||||||||||||
| Sales volume | Average price | Average price | Average price | |||||||||||||||
| Product | ||||||||||||||||||
| Natural gas | 14,825 | Mm^3^ | 150 | US/km3 | 14,121 | Mm^3^ | 160 | US/km3 | 13,735 | Mm^3^ | 128 | US$/km^3^ | ||||||
| Diesel | 8,361 | km^3^ | 722 | US/m3 | 8,165 | km^3^ | 790 | US/m3 | 8,863 | km^3^ | 733 | US$/m^3^ | ||||||
| Gasolines | 6,026 | km^3^ | 655 | US/m3 | 5,782 | km^3^ | 694 | US/m3 | 6,063 | km^3^ | 576 | US$/m^3^ | ||||||
| Jet fuel | 595 | km^3^ | 721 | US/m3 | 522 | km^3^ | 780 | US/m3 | 569 | km^3^ | 879 | US$/m^3^ | ||||||
| Fertilizers, grain and flours | 665 | ktn | 546 | US/tn | 868 | ktn | 482 | US/tn | 1,168 | ktn | 551 | US$/tn | ||||||
| Petrochemicals | 227 | ktn | 899 | US/tn | 295 | ktn | 931 | US/tn | 296 | ktn | 987 | US$/tn | ||||||
| International market | ||||||||||||||||||
| For the year ended December 31, | ||||||||||||||||||
| 2025 | ||||||||||||||||||
| Sales volume | Average price | Average price | Average price | |||||||||||||||
| Product | ||||||||||||||||||
| Crude oil | 2,287 | km^3^ | 414 | US/m3 | 2,032 | km^3^ | 474 | US/m3 | 739 | km^3^ | 489 | US$/m^3^ | ||||||
| Natural gas | 812 | Mm^3^ | 110 | US/km3 | 716 | Mm^3^ | 200 | US/km3 | 504 | Mm^3^ | 204 | US$/km^3^ | ||||||
| Diesel | 116 | km^3^ | 974 | US/km3 | 129 | km^3^ | 1,068 | US/m3 | 131 | km^3^ | 1,161 | US$/km^3^ | ||||||
| Virgin naphtha | 194 | km^3^ | 405 | US/m3 | 94 | km^3^ | 411 | US/m3 | 166 | km^3^ | 452 | US$/m^3^ | ||||||
| Gasolines | 19 | km^3^ | 670 | US/m3 | 49 | km^3^ | 714 | US/m3 | - | ^(1)^ | km^3^ | - | ^(1)^ | US$/m^3^ | ||||
| Jet fuel | 549 | km^3^ | 659 | US/m3 | 692 | km^3^ | 728 | US/m3 | 663 | km^3^ | 825 | US$/m^3^ | ||||||
| Grain and flours | 1,289 | ktn | 407 | US/tn | 829 | ktn | 467 | US/tn | 178 | ktn | 434 | US$/tn | ||||||
| Fuel oil | 163 | ktn | 545 | US/tn | 143 | ktn | 629 | US/tn | 132 | ktn | 614 | US$/tn | ||||||
| Petrochemicals | 321 | ktn | 564 | US/tn | 321 | ktn | 613 | US/tn | 245 | ktn | 593 | US$/tn |
All values are in US Dollars.
| (1) | Less than 1 km^3^ or US$/m^3^. 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:
| For the year ended December 31, (millions of US) | |||||
|---|---|---|---|---|---|
| 2025 | 2024 | 2023 | |||
| Inventories at the beginning of the fiscal year | 1,683 | 1,738 | |||
| Purchases | 4,531 | 5,106 | |||
| Production costs | 9,252 | 8,703 | |||
| Translation effect | (10) | (29) | |||
| Inventories write-down | (21) | - | |||
| Adjustment for inflation ^(1)^ | 28 | 18 | |||
| Increases from business combinations | - | - | |||
| Reclassifications | (7) | - | |||
| Inventories at the end of the fiscal year | (1,546) | (1,683) | |||
| Total | 13,910 | 13,853 |
All values are in US Dollars.
| (1) | 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:
| For the year ended December 31, (millions of US) | |||||
|---|---|---|---|---|---|
| 2025 | 2024 | 2023 | |||
| Salaries and social security taxes | 1,066 | 790 | |||
| Fees and compensation for services | 71 | 50 | |||
| Other personnel expenses | 302 | 232 | |||
| Taxes, charges and contributions | 180 | 130 | |||
| Royalties, easements and fees | 1,133 | 1,009 | |||
| Insurance | 93 | 81 | |||
| Rental of real estate and equipment | 222 | 179 | |||
| Depreciation of property, plant and equipment | 2,303 | 2,886 | |||
| Amortization of intangible assets | 28 | 30 | |||
| Depreciation of right-of-use assets | 258 | 209 | |||
| Industrial inputs, consumable materials and supplies | 528 | 521 | |||
| Operation services and other service contracts | 649 | 535 | |||
| Preservation, repair and maintenance | 1,706 | 1,395 | |||
| Transportation, products and charges | 551 | 521 | |||
| Fuel, gas, energy and miscellaneous | 162 | 135 | |||
| Total | 9,252 | 8,703 |
All values are in US Dollars.
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YPF | Form 20-F | 2025
Operating profit or loss
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:
Upstream
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 Mm^3^/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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YPF | Form 20-F | 2025
| - | 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). |
| --- | --- |
Midstream and Downstream
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. |
| --- | --- |
LNG and Integrated Gas
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. |
| --- | --- |
New Energies
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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YPF | Form 20-F | 2025
| • | 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. |
| --- | --- |
Central Administration and Others
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.
Consolidation adjustments
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:
Upstream
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 Mm^3^/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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YPF | Form 20-F | 2025
| • | 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). |
| --- | --- |
Midstream and Downstream
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. |
| --- | --- |
LNG and Integrated Gas
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. |
| --- | --- |
New Energies
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. |
| --- | --- |
Central Administration and Others
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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YPF | Form 20-F | 2025
Consolidation adjustments
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:
| As of December 31, | |||||
|---|---|---|---|---|---|
| (millions of US) | |||||
| 2025 | 2024 | 2023 | |||
| Non-current loans | 7,035 | 6,682 | |||
| Current loans | 1,907 | 1,508 | |||
| Total | 8,942 | 8,190 |
All values are in US Dollars.
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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YPF | Form 20-F | 2025
The following table sets forth information regarding the expected maturity dates of our loans (principal amount plus accrued interest):
| As of December 31, 2025 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (millions of US) | |||||||||||||
| Expected maturity date | |||||||||||||
| Total | Less than 1<br> <br>year | 1 - 2 years | 2 - 3 years | 3 - 4 years | 4 - 5 years | More than 5<br> <br>years | |||||||
| Loans | 2,355 | 2,006 | 1,445 | 1,135 | 786 | 2,854 |
All values are in US Dollars.
The following table sets forth information regarding the expected maturity dates of our current loans (principal amount plus accrued interest):
| As of December 31, 2025 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| (millions of US) | |||||||||
| Expected maturity date | |||||||||
| Total | 0 - 3<br> <br>months | 3 - 6<br> <br>months | 6 - 9<br> <br>months | 9 - 12<br> <br>months | |||||
| Current loans | 944 | 408 | 701 | 302 |
All values are in US Dollars.
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:
| For the year ended December 31, (millions of US) | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2023 | ||||||
| Net cash flows from operating activities | 5,869 | 5,913 | ||||||
| Net cash flows used in investing activities | ) | (5,511 | ) | (5,332 | ) | |||
| Net cash flows from / (used in) financing activities | (293 | ) | 278 | |||||
| Effect of changes in exchange rates on cash and cash equivalents | ) | (70 | ) | (509 | ) | |||
| (Decrease) / Increase in cash and cash equivalents | ) | (5 | ) | 350 | ||||
| Cash and cash equivalents at the beginning of the fiscal year | 1,123 | 773 | ||||||
| Cash and cash equivalents at the end of the fiscal year | 1,118 | 1,123 |
All values are in US Dollars.
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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YPF | Form 20-F | 2025
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:
| For the year ended December 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 (3) | 2023 (3) | ||||||||||
| (millions of US) | (%) | (millions of US) | (%) | (millions of US) | (%) | |||||||
| Capital expenditures and investments ^(1)^ | ||||||||||||
| Upstream^(2)^ | 75.7 | % | 74.2 | % | 74.3 | % | ||||||
| Midstream and Downstream | 20.5 | % | 22.3 | % | 22.5 | % | ||||||
| LNG and Integrated Gas | 0.8 | % | 0.5 | % | 0.2 | % | ||||||
| New Energies | 0.8 | % | 0.7 | % | 0.4 | % | ||||||
| Central Administration and Others | 2.2 | % | 2.3 | % | 2.6 | % | ||||||
| Total | 100.0 | % | 100.0 | % | 100.0 | % |
All values are in US Dollars.
| (1) | 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. |
|---|---|
| (2) | Includes acquisitions of property, plant and equipment and exploration expenses, net of unproductive exploratory drillings expenses and hydrocarbon wells abandonment obligations costs. |
| --- | --- |
| (3) | 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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YPF | Form 20-F | 2025
Capital divestitures
Optimization plan of the conventional upstream portfolio
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 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:
| (i) | Escalante - El Trébol. |
|---|---|
| (ii) | Llancanelo and Llancanelo R. |
| --- | --- |
During 2025, the agreed closing conditions for the following exploitation concessions were satisfied:
| (i) | Estación Fernández Oro. |
|---|---|
| (ii) | Campamento Central - Cañadón Perdido. |
| --- | --- |
| (iii) | Barrancas, Vizcacheras, La Ventana, Ceferino, Mesa Verde and Río Tunuyán. |
| --- | --- |
| (iv) | Señal Cerro Bayo, Volcán Auca Mahuida, Don Ruiz and Las Manadas. |
| --- | --- |
| (v) | Al Norte De La Dorsal, Octógono and Dadín. |
| --- | --- |
| (vi) | 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. |
| --- | --- |
| (vii) | El Portón (Mendoza - Neuquén), Chihuido de la Salina, Altiplanicie del Payún, Cañadón Amarillo, Chihuido de la Salina Sur and Confluencia Sur. |
| --- | --- |
| (viii) | 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 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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YPF | Form 20-F | 2025
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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YPF | Form 20-F | 2025
ITEM 6. Directors, Senior Management and Employees
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:
| Position on the Board of Directors | Personal information | |||||
|---|---|---|---|---|---|---|
| Name | Position | Director<br> <br>since ^(3)^ | Expiration<br> <br>term ^(4)^ | Independence | Born | Shares in<br>YPF ^(2)^ |
| Horacio Daniel Marín | Chairman and<br>Director | 2023 | 2026 ^(5)^ | No | May 8, 1963 | 204,235 |
| Lisandro Catalán | Director | 2025 | 2026 | Yes | February 4, 1971 | None |
| Guillermo Alberto Francos | Director | 2024 | 2026 | Yes | April 20, 1950 | 27,700 |
| Eduardo Alberto Ottino | Director | 2024 | 2026 | Yes | April 6, 1953 | None |
| Guillermo Gustavo Koenig | Director | 2025 | 2026 | Yes | April 18, 1966 | 68 |
| Emiliano José Mongilardi | Director | 2023 | 2026 | No | September 28, 1986 | None |
| José Daniel Álvarez | Director | 2026 | 2026 | Yes | January 5, 1973 | None |
| César Rodolfo Biffi | Director | 2024 | 2026 | Yes | January 30, 1957 | None |
| Maximiliano D’Alessio | Director | 2026 | 2026 | Yes | March 18, 1977 | None |
| Martín Maquieyra | Director | 2026 | 2026 | Yes | November 10, 1988 | 141 |
| Gerardo Damián Canseco | Director | 2023 | 2026 | No | April 14, 1965 | 200 |
| Manuel Adorni ^(1)^ | Director | 2026 | 2026 | Yes | February 28, 1980 | None |
| Santiago Martínez Tanoira | Alternate Director | 2017 | 2026 | No | September 6, 1972 | 92,134 |
| Silvia Noemí Ayala | Alternate Director | 2020 | 2026 | No | November 2, 1966 | 4,249 |
| Mauricio Alejandro Martín | Alternate Director | 2023 | 2026 | No | July 29, 1971 | 35,643 |
| María Martina Azcurra | Alternate Director | 2020 | 2026 | No | March 5, 1971 | 20,728 |
| Carla Antonela Matarese | Alternate Director | 2023 | 2026 | Yes | October 31, 1979 | None |
| Pamela Fernanda Verasay | Alternate Director | 2024 | 2026 | No | April 26, 1980 | None |
| Julio Alejandro Schiantarelli | Alternate Director | 2023 | 2026 | No | August 23, 1957 | 680 |
| (1) | Represents our Class A shares. | |||||
| --- | --- | |||||
| (2) | 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. | |||||
| --- | --- | |||||
| (3) | Indicates when the person has been appointed as Director and as Alternate Director, as applicable, for the first time continuously. | |||||
| --- | --- | |||||
| (4) | 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. | |||||
| --- | --- | |||||
| (5) | 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.
Other directorships: None.
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
Current position: Director of the Board.
Other directorships: None.
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
Current position: Director of the Board.
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
Current position: Director of the Board.
Other directorships: None.
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
Current position: Director of the Board.
Other directorships: None.
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
Current position: Director of the Board.
Other directorships: None.
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
Current position: Director of the Board.
Other directorships: None.
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
Current position: Director of the Board.
Other directorships: None.
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
Current position: Director of the Board.
Other directorships: None.
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
Current position: Director of the Board.
Other directorships: None.
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
Current position: Director of the Board.
Other directorships: None.
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.
Other directorships: None.
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.
Other directorships: None.
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
Current position: Alternate Director of the Board.
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
Current position: Alternate Director of the Board.
Other directorships: None.
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:
| Committees | ||||||
|---|---|---|---|---|---|---|
| Member | Audit | Legal and <br>Institutional Affairs | Risk and <br>Sustainability | Strategy and <br>Transformation | Compensation <br>and Nomination | Member <br>since ^(1)^ |
| Eduardo Alberto Ottino ^(2)^ | ● | ● | ● | 2024 | ||
| Guillermo Gustavo Koenig | ● | 2025 | ||||
| César Rodolfo Biffi | ● | ● | ● | 2024 | ||
| Martín Maquieyra | ● | 2026 | ||||
| Horacio Daniel Marín | ● | ● | ● | 2023 | ||
| Guillermo Alberto Francos | ● | ● | ● | 2026 | ||
| Lisandro Catalán | ● | ● | 2026 | |||
| Gerardo Damián Canseco | ● | 2026 | ||||
| Manuel Adorni ^(3)^ | ● | 2026 |
● Committee Chair
● Committee Member
| (1) | 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. |
|---|---|
| (2) | Designated as the “Audit Committee Financial Expert” by the Board of Directors, pursuant to the rules and regulations of the SEC. |
| --- | --- |
| (3) | 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”):
| Position in the Company and in Disclosure Committee | Personal information | |||
|---|---|---|---|---|
| Name | Position | Member<br>since ^(1)^ | Born | Shares<br>in YPF<br>^(4)^ |
| Horacio Daniel Marín | CEO | 2024 | May 8, 1963 | 204,235 |
| Juan José Mata ^(2)^ | Administration and Reporting Vice President | 2025 | April 3, 1963 | 23,754 |
| Matías Osvaldo Farina | Upstream Executive Vice President | 2023 | February 16, 1973 | 107,475 |
| Santiago Martínez Tanoira | LNG and Integrated Gas Executive Vice President | 2016 | September 6, 1972 | 92,134 |
| Mauricio Alejandro Martín | Midstream and Downstream Executive Vice President | 2020 | July 29, 1971 | 35,643 |
| Andrés Marcelo Scarone | New Energies Vice President | 2025 | July 5, 1969 | 24,463 |
| Maximiliano Pedro Westen | Strategy, New Businesses and Controlling Vice President | 2023 | January 31, 1979 | 33,596 |
| Pedro Luis Kearney | Finance Vice President | 2025 | May 8, 1982 | 34,380 |
| Walter Ariel Actis | Supply Chain Vice President | 2023 | December 7, 1973 | 36,337 |
| Gustavo María Gallino | Infrastructure Vice President | 2023 | August 10, 1959 | 32,123 |
| Guillermo Andrés Pitrelli | Quality, Environment and Safety Vice President | 2023 | June 5, 1977 | 47,334 |
| Alejandro Luis Wyss | Technology Vice President | 2023 | June 20, 1968 | 33,297 |
| Germán Vito Fernández Lahore ^(3)^ | Legal Affairs Corporate Vice President | 2015 | September 19, 1968 | 52,395 |
| Guillermo José Garat | Corporate Affairs, Communication and Marketing Vice President | 2023 | March 8, 1978 | 28,230 |
| Lisandro Deleonardis | Public Affairs Vice President | 2023 | April 1, 1974 | 32,649 |
| Florencia Tiscornia | People and Culture Vice President | 2021 | May 28, 1974 | 55,155 |
| Marcelo Gustavo Aldeco | Labor Relations Vice President | 2023 | November 23, 1975 | 32,114 |
| Ariel Polotnianka | Chief Audit Officer | 2025 | January 12, 1977 | 1,626 |
| Carlos Alejandro Berto | Reserves Auditor | 2025 | October 11, 1965 | 6,999 |
| (1) | 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. | |||
| --- | --- | |||
| (2) | President of the Disclosure Committee. | |||
| --- | --- | |||
| (3) | Secretary of the Disclosure Committee. | |||
| --- | --- | |||
| (4) | 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.
Matías Osvaldo Farina
Current position: Upstream Executive Vice President of YPF S.A.
Other current activities: None.
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.
Andrés Marcelo Scarone
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.
Maximiliano Pedro Westen
Current position: Strategy, New Businesses and Controlling Vice President of YPF S.A.
Other current activities: None.
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.
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YPF | Form 20-F | 2025
Pedro Luis Kearney
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.
Walter Ariel Actis
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.
Gustavo María Gallino
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.
Guillermo Andrés Pitrelli
Current position: Quality, Environment and Safety Vice President of YPF S.A.
Other current activities: None.
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.
Alejandro Luis Wyss
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.
Other current activities: None.
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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Guillermo José Garat
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.
Lisandro Deleonardis
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.
Florencia Tiscornia
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.
Marcelo Gustavo Aldeco
Current position: Labor Relations Vice President of YPF S.A.
Other current activities: None.
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.
Ariel Polotnianka
Current position: Chief Audit Officer of YPF S.A.
Other current activities: None.
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.
Carlos Alejandro Berto
Current position: Reserves Auditor of YPF S.A.
Other current activities: None.
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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YPF | Form 20-F | 2025
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:
| Name | Position | Since^(1)^ |
|---|---|---|
| Horacio Daniel Marín | CEO | January 2024 |
| Juan José Mata | Administration and Reporting Vice President | August 2025 |
| Matías Osvaldo Farina | Upstream Executive Vice President | December 2023 |
| Santiago Martínez Tanoira | LNG and Integrated Gas Executive Vice President | January 2025 |
| Mauricio Alejandro Martín | Midstream and Downstream Executive Vice President | January 2025 |
| Andrés Marcelo Scarone | New Energies Vice President | January 2025 |
| Maximiliano Pedro Westen | Strategy, New Businesses and Controlling Vice President | December 2023 |
| Pedro Luis Kearney | Finance Vice President | August 2025 |
| Walter Ariel Actis | Supply Chain Vice President | January 2025 |
| Gustavo María Gallino | Infrastructure Vice President | December 2023 |
| Guillermo Andrés Pitrelli | Quality, Environment and Safety Vice President | December 2023 |
| Alejandro Luis Wyss | Technology Vice President | December 2023 |
| Germán Vito Fernández Lahore | Legal Affairs Corporate Vice President | December 2015 |
| Guillermo José Garat | Corporate Affairs, Communication and Marketing Vice President | December 2023 |
| Lisandro Deleonardis | Public Affairs Vice President | December 2023 |
| Florencia Tiscornia | People and Culture Vice President | July 2021 |
| Marcelo Gustavo Aldeco | Labor Relations Vice President | December 2023 |
| (1) | 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:
| (i) | 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. |
|---|---|
| (ii) | 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. |
| --- | --- |
| (iii) | 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. |
| --- | --- |
| (iv) | 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. |
| --- | --- |
| (v) | 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). |
| --- | --- |
| (vi) | 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. |
| --- | --- |
| (vii) | 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). |
| --- | --- |
| (viii) | 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. |
| --- | --- |
| (ix) | 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:
| Position on the Supervisory Committee | Personal information | |||||||
|---|---|---|---|---|---|---|---|---|
| Name | Position | Class of<br> <br>shares<br> <br>represented | Member<br> <br>since | Expiration<br> <br>term ^(1)^ | Independence | Born | Shares<br> <br>in YPF | |
| Raquel Inés Orozco | Member | A | 2025 | 2025 | Yes | January 30, 1956 | None | |
| Juan Andrés Gelly y Obes | Member | D | 2025 | 2025 | Yes | March 27, 1956 | None | |
| Santiago Carlos Lazzati | Member | D | 2025 | 2025 | Yes | November 17, 1937 | None | |
| Vivian Haydeé Stenghele | Alternate member | A | 2025 | 2025 | Yes | July 10, 1969 | None | |
| Alejandro Poli | Alternate member | D | 2025 | 2025 | Yes | November 28, 1956 | None | |
| Alfredo Cayetano Cogorno | Alternate member | D | 2025 | 2025 | Yes | July 27, 1979 | None | |
| (1) | 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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Raquel Inés Orozco
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.
Juan Andrés Gelly y Obes
Current position: Regular member of the Supervisory Committee of YPF S.A.
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.
Santiago Carlos Lazzati
Current position: Regular member of the Supervisory Committee of YPF S.A.
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.
Alejandro Poli
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.
Education: He is a Certified Public Accountant graduated from Universidad de Buenos Aires.
Alfredo Cayetano Cogorno
Current position: Alternate member of the Supervisory Committee of YPF S.A.
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.
Education: He is a Certified Public Accountant graduated from Universidad de Buenos Aires.
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:
| As of December 31, | ||||||
|---|---|---|---|---|---|---|
| Employees by business units | 2025 | 2024 | 2023 | |||
| Business segment | ||||||
| Upstream | 2,162 | 2,967 | 3,406 | |||
| Midstream and Downstream | 8,551 | 9,363 | 9,451 | |||
| LNG and Integrated Gas | 103 | 73 | 54 | |||
| New Energies ^(1)^ | 1,058 | 1,119 | 1,129 | |||
| Central Administration and Others ^(2)^ | 10,625 | 12,355 | 11,671 | |||
| Total YPF employees | 22,499 | 25,877 | 25,711 | |||
| Total permanent employees | 18,738 | 21,209 | 21,594 | |||
| Total temporary employees | 3,761 | 4,668 | 4,117 | |||
| (1) | Includes 1,033, 1,099 and 1,098 employees of Metrogas and its subsidiaries as of December 31, 2025, 2024 and 2023, respectively. | |||||
| --- | --- | |||||
| (2) | 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:
| As of December 31, | ||||||
|---|---|---|---|---|---|---|
| Employees by geographic location | 2025 | 2024 | 2023 | |||
| Argentina | 22,477 | 25,735 | 25,542 | |||
| Rest of South America | 22 | 142 | 169 | |||
| Total YPF employees | 22,499 | 25,877 | 25,711 |
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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ITEM 7. Major shareholders and related party transactions
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:
| Number of<br>shares | (%) | ||||
|---|---|---|---|---|---|
| Shareholders Class D | |||||
| Argentine National State - Ministry of Economy - SE ^(1)^ | 200,589,525 | 51.000 | % | ||
| Floating: | 192,671,458 | 48.987 | % | ||
| FGS ANSES ^(2)^ | 31,620,519 | 8.040 | % | ||
| Others ^(3)^ | 161,050,939 | 40.947 | % | ||
| Shareholders Class A | |||||
| Argentine National State - Ministry of Economy - SE | 3,764 | 0.001 | % | ||
| Shareholders Class B | |||||
| Argentine provincial governments | 7,624 | 0.002 | % | ||
| Shareholders Class C | |||||
| Employee fund ^(4)^ | 40,422 | 0.010 | % | ||
| (1) | 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.”. | ||||
| --- | --- | ||||
| (2) | 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. | ||||
| --- | --- | ||||
| (3) | 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. | ||||
| --- | --- | ||||
| (4) | 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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ITEM 8. Financial information
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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ITEM 9. The offer and listing
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
| For the year ended December 31,(US) | |||||
|---|---|---|---|---|---|
| 2025 | 2024 | 2023 | |||
| Price of our ADSs | |||||
| Highest | 44.88 | 17.70 | |||
| Lowest | 14.91 | 8.71 | |||
| Last price of the year (closing) | 42.51 | 17.19 |
All values are in US Dollars.
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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ITEM 10. Additional information
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:
| (i) | 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. |
|---|---|
| (ii) | 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. |
| --- | --- |
| (iii) | 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. |
| --- | --- |
| (iv) | 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:
| (i) | 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. |
|---|---|
| (ii) | 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. |
| --- | --- |
| (iii) | 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. |
| --- | --- |
| (iv) | 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.
| Low | High | Average ^(1)^ | Period end | |
|---|---|---|---|---|
| (Argentine peso per U.S. dollar) | ||||
| Year ended December 31, | ||||
| 2021 | 84.60 | 102.62 | 95.06 | 102.62 |
| 2022 | 102.90 | 177.06 | 130.71 | 177.06 |
| 2023 | 178.05 | 806.95 | 294.95 | 806.95 |
| 2024 | 809.20 | 1,030.50 | 914.67 | 1,030.50 |
| 2025 | 1,031.00 | 1,487.50 | 1,242.09 | 1,450.50 |
| Month | ||||
| January 2026 | 1,425.00 | 1,470.50 | 1,444.45 | 1,442.50 |
| February 2026 | 1,366.00 | 1,446.50 | 1,403.89 | 1,392.50 |
| March 2026 (as of March 9, 2026) | 1,390.50 | 1,411.50 | 1,404.22 | 1,411.50 |
| (1) | 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:
| (i) | 12 months, if the security was issued between November 8, 2024 and April 20, 2025. |
|---|---|
| (ii) | 6 months, if the security was issued between April 21, 2025 and May 15, 2025. |
| --- | --- |
| (iii) | 18 months, if the security was issued as from May 16, 2025. |
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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:
| (i) | 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. |
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| 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. | |
| --- | |
| (ii) | 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. |
| --- | --- |
| (iii) | 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. |
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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:
| (a) | 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 |
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| (b) | (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. |
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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:
| (i) | 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 |
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| (ii) | 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 |
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| (iii) | 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. |
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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:
| (i) | 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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| (ii) | 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. |
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| (iii) | 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. |
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| 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. | |
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| 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. | |
| --- | |
| (iv) | 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. |
| --- | --- |
| (v) | 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. |
| --- | --- |
| (vi) | 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. |
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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:
| (i) | 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. |
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| (ii) | 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: |
| --- | --- |
| (a) | 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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| (b) | 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. |
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| (c) | 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. |
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| (d) | 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. |
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| (e) | 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. |
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| (f) | 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. |
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| (g) | 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. |
| --- | --- |
| (h) | 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. |
| --- | --- |
| (i) | 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. |
| --- | --- |
| (iii) | 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. |
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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:
| (i) | Financing in foreign currency granted by local financial entities pending as of August 30, 2019. |
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| (ii) | Foreign currency liabilities between residents instrumented through public registries or deeds as of before August 30, 2019. |
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| (iii) | 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. |
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| (iv) | 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. |
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| (v) | 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. |
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| (vi) | 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. |
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| (vii) | 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. |
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| (viii) | 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. |
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| (ix) | 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:
| (i) | Dividends must correspond to closed and audited financial statements. |
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| (ii) | 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. |
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| (iii) | If applicable, the External Assets and Liabilities Survey must have been complied with regarding the transactions involved. |
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| (iv) | The company falls within one of the following situations and fulfills all the conditions in each case: |
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| (a) | Dividends correspond to profits from fiscal years beginning on or after January 1, 2025. |
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| (b) | 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. |
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| (c) | 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. |
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| (d) | 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. |
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| (e) | 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. |
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| (f) | 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. |
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| (g) | It has a certification for the RADPIP and/or RADPIGN for the equivalent value of the profits and dividends being paid. |
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| (h) | 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. |
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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:
| (i) | Transfers of funds from an individual’s local accounts (which are already in foreign currency) to their own bank accounts outside of Argentina. |
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| (ii) | 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. |
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| (iii) | 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. |
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| (iv) | 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. |
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| (v) | 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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| (vi) | 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. |
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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:
| (i) | 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. |
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| (ii) | 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. |
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| (iii) | Applying securities from foreign depository entities to transactions with settlement in foreign currency. |
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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:
| (i) | 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. |
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| (ii) | 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. |
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| (iii) | 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. |
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| (iv) | 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. |
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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:
| (i) | 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. |
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| (ii) | 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. |
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| (iii) | 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:
| (a). | 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. |
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| i. | If a declarant belongs to the primary sample in any quarter, they remain in the primary sample for the entire calendar year. |
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| ii. | If a declarant no longer has external liabilities, they must still file a report for the quarter in which the liabilities were canceled. |
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| iii. | 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. |
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| (b). | Secondary Sample: Legal entities or individuals with total external assets and liabilities of less than US$ 10 million at the end of a quarter. |
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| i. | If this condition is met every quarter of the year, only an annual report is required. |
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| ii. | 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. |
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| iii. | If the declarant ceases to have external liabilities, they must file the annual report for that year to reflect the cancellation. |
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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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ITEM 11. Quantitative and qualitative disclosures about market risk
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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ITEM 12. Description of securities other than equity securities
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) | Issuance of ADRs (including, without limitation, issuance pursuant to a stock dividend or stock split declared by YPF S.A., an exchange of stock or a distribution of rights) and surrender of ADRs. Cancellation of ADSs for the purpose of withdrawal |
| 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 | Sale, on behalf of the holder, of rights to subscribe for additional shares or any right of any nature distributed by YPF S.A. |
| US$ 0.5 (or less) per ADS per calendar year | Depositary services |
| Transfer fees, as may from time to time be in effect | Transfer and registration of shares on YPF S.A. share register to or from the name of the Depositary or its agent when a holder deposits or withdraws shares |
| Expenses of the depositary | Cable, telex and facsimile transmission expenses, as provided in the deposit agreement |
| Expenses incurred by the Depositary in the conversion of foreign currency ^(1)^ | |
| 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 | As necessary |
| 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 | As necessary |
| (1) | 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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PART II
ITEM 13. Defaults, dividend arrearages and delinquencies
None.
ITEM 14. Material modifications to the rights of security holders and use of proceeds
None.
ITEM 15. Controls and procedures
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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ITEM 16.
ITEM 16A. Audit Committee Financial Expert
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.
ITEM 16B. Code of Ethics
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.
Other current activities: None.
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.
| (1) | 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. |
|---|
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YPF | Form 20-F | 2025
ITEM 16C. Principal accountant fees and services
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.
| For the year ended December 31,<br> <br>(thousands of Ps.) | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||||
| Services rendered | Fees | Expenses | Fees | Expenses | ||||
| Audit fees | 5,061,038 | 9,841 | 3,573,012 | 5,002 | ||||
| Audit-related fees ^(1)^ | 439,471 | - | 262,272 | - | ||||
| Tax fees ^(2)^ | 31,293 | - | 24,484 | - | ||||
| All other fees ^(3)^ | 570,762 | - | 464,340 | - | ||||
| 6,102,564 | 9,841 | 4,324,108 | 5,002 | |||||
| (1) | 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. | |||||||
| --- | --- | |||||||
| (2) | Includes mainly services related to tax compliance and advice for certain subsidiaries. | |||||||
| --- | --- | |||||||
| (3) | 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. |
| --- | --- |
ITEM 16D. Exemptions from the listing standards for the Audit Committee
None.
ITEM 16E. Purchases of equity securities by the issuer and affiliated purchasers
| Period | Total number of shares (or<br>units) purchased | Average price paid per<br>share (or units) ^(1)^ | Total number of<br>shares (or units)<br>purchased as<br>part of publicly<br>announced plans<br>or programs | Maximum number (or Peso<br>value) of shares (or units)<br>that may yet be purchased<br>under the plans or programs<br>^(1)^ | ||
|---|---|---|---|---|---|---|
| 2025 | ADS | Common<br>shares | ADS<br> <br>(in US$) | Common<br>shares<br> <br>(in Ps.) | Common shares | |
| January 2025 | - | - | - | - | - | - |
| February 2025 | - | - | - | - | - | - |
| March 2025 | - | - | - | - | - | - |
| April 2025 | - | - | - | - | - | - |
| May 2025 | - | - | - | - | - | - |
| June 2025 | - | - | - | - | - | - |
| July 2025 | - | - | - | - | - | - |
| August 2025 | ||||||
| September 2025 | - | - | - | - | - | - |
| October 2025 (October 14^th^) | - | 343,654 | - | 40,832.70 | 343,654 | For up to Ps. 5,024 million, or<br>any lower amount resulting in<br>such acquisition reaching<br>10% of our capital stock |
| November 2025 | - | - | - | - | - | - |
| December 2025 | - | - | - | - | - | - |
| (1) | The Board of Directors, at its meeting held on October 9, 2025, approved the terms and conditions for the acquisition of shares issued by YPF S.A. in an amount of up to Ps. 19,056 million in accordance with Article 64 of the Capital Markets Law and the CNV rules, for the purposes of granting share-based compensation plans to our employees. The purchase program was publicly announced, filed with the CNV and furnished to the SEC on Form 6-K on October 9, 2025. There were no purchases made by us other than pursuant to this publicly announced purchase program. The purchase program authorized YPF S.A. to purchase its shares on the BYMA and its ADR on the NYSE up to an amount of 10% of the capital stock of YPF S.A., pursuant to applicable regulations. The purchase program was authorized in an amount of up to Ps. 55,450 per share on the BYMA or US$ 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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YPF
|
Form 20-F
|
2025
ITEM 16F. Change in registrant’s certifying accountant
During the years ended December 31, 2025, 2024 and 2023 and through the date of this annual report, the principal independent accountant engaged to audit our financial statements, Deloitte & Co S.A., has not resigned, indicated that it has declined to stand for re-election after the completion of its current audit or been dismissed.
ITEM 16G. Corporate governance
See “Item 6. Directors, Senior Management and Employees—Compliance with the NYSE Listing Standards on Corporate Governance”.
ITEM 16H. Mine safety disclosure
Not applicable.
ITEM 16I. Disclosure regarding foreign jurisdictions that prevent inspections
Not applicable.
ITEM 16J. Insider trading policies
The Company has adopted insider trading policies governing the purchase, sale, and other dispositions of securities issued by YPF S.A. and its subsidiaries by directors, senior management, and employees that are reasonably designed to promote compliance with applicable insider trading laws, rules and regulations, and any listing standards applicable to us. A copy of such insider trading policies is included in Section 4 of YPF S.A. Internal Regulations for Conduct in the Securities Market which is an exhibit of the Code of Ethics and Conduct of the Company and is attached as Exhibit 11.2 “YPF S.A. Internal Regulations for Conduct in the Capital Markets section 4 “Privileged Information”, including our Insider Trading policies” to this annual report.
ITEM 16K. Cybersecurity
Risk management and strategy
Cybersecurity and Corporate Security at YPF are defined as the protection of YPF’s assets, processes and operations from various types of cybersecurity threats. Cybersecurity risk management is responsibility of our Compliance and Cyber-Risk Management team, overseen by our Chief Information Security Officer (“CISO”).
The management of Cybersecurity and Corporate Security is aligned with the Company’s Corporate Risk Management Policy, which is continuously applied throughout the organization, integrating different teams to build a culture and to develop best practices on risk management. This culture is in accordance with our corporate ethical values, including the following: “ We prioritize security: We protect people and their environment, safeguard information, assets, and reputation of the Company ”, as set forth in the CDEyC and complementary policies of the Company.
Our Corporate Risk Management Policy is based on ISO 31000 “International Organization for Standardization Risk Management” and the guidelines issued by the Committee of Sponsoring Organizations of the Treadway Commission, Enterprise Risk Management (“COSO ERM”). In addition, a Cyber-Risk Standard for cybersecurity has been implemented based on best practices and international standards.
Each cybersecurity risk is evaluated by considering exposure, probability of occurrence and consequences, allowing YPF to prioritize risk management efforts and assess the criticality levels of both inherent and residual risks. The Company has a Corporate Risk Management Model, which is supported by a comprehensive software deployed across the entire Company, enabling the identification, assessment and monitoring of risks. This software generates reports and indicators, activates alarms and establishes interactions for users that are adapted to multiple scenarios.
As cyber-attacks become more sophisticated, YPF remains committed to making efforts for enhancing its detection, prevention and monitoring capabilities. The Company consistently assesses and, if necessary, improves its cybersecurity measures to reduce the risk of cyber-attacks. This includes adopting software and tools designed for the timely detection of potential intrusions, promoting the preparedness for responding to intrusions and maximizing the Company’s resilience in the event of destructive cybersecurity incidents. Regarding the Company’s response plan for cybersecurity incidents, YPF has implemented an ongoing review mechanism that includes processes to triage, assess severity of, escalate, contain, investigate and remediate cybersecurity incidents, which could contribute to mitigate operational, brand and reputational damage for YPF.
Throughout 202 5 , we continued carrying out various awareness-raising and training activities, focusing on more in-depth training in the Company’s technology, covering areas such as information technology (“IT”), operation technology (“OT”) and cybersecurity. The goal was to raise internal awareness about common cybersecurity issues such as phishing, ransomware and data leaks, among others. YPF monitors developments in IT and cybersecurity, analyzes cybersecurity threats and cybersecurity incidents and conducts mandatory trainings and awareness campaigns for its employees, all aimed at protecting YPF against evolving cybersecurity threats. In addition, to further ensure its cybersecurity, YPF engages external providers to conduct penetration tests on its systems and perform ongoing monitoring activities for potential cyber-risks.
Nowadays, the Company continues to enhance the security operations technology monitoring center (“SOC OT”), broadening the scope of monitoring and detecting cybersecurity incidents in industrial networks at an early stage.
Our business and results of operations have not been materially affected by cybersecurity threats or incidents; however, no assurance can be given that we will not be subject to any future material cybersecurity incidents. See “Item 3. Risk factors—Risks relating to our business—We may suffer information technology system failures, network disruptions and breaches in data security”.
We are adopting AI technology available via open source or commercial license agreements, and as such, third-parties can use this technology for use in their own products and services. We may not have insight into, or control over, the practices of third parties who may utilize such AI technologies. As such, we cannot guarantee that third parties will not use such AI technologies for improper purposes, including through the dissemination of inaccurate, defamatory or harmful content, intellectual property infringement or misappropriation, furthering bias or discrimination, cybersecurity attacks, data privacy violations, or to develop competing technologies. As such, it is not possible to predict all the risks related to the use of AI and changes in laws, rules, directives, and regulations governing the use of AI may adversely affect our ability to develop and use AI or subject us to legal liability. Nevertheless, the Company has established the basis for best practices in A I together with the Compliance, Legal Services, IT and Cybersecurity teams.
Cybersecurity governance
The Board of Directors of YPF S.A. oversees the evolution, risks and action plans of cybersecurity in YPF, according to the cybersecurity model adopted by YPF, through the Risk and Sustainability Committee which monitors the main risks that are specific to YPF, including cybersecurity risks, and the implementation of the corresponding mitigation actions, among other functions. See “Item 6. Directors, Senior Management and Employees—Management of the Company—Board of Directors’ Committees—Risk and Sustainability Committee”.
The CISO recommends to the Risk and Sustainability Committee on policies and practices according to best practices on management of cybersecurity risks, among others.
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YPF
|
Form 20-F
|
2025
The CISO is a position created in 2021, reporting to the Technology Vice Presidency and held by Leonardo Oscar Iglesias since January 2023. For more than 20 years, our CISO has held various positions in different technological areas within the Company, working in the areas of control and telemetry systems for the industrial world, building automation, communications, application/database/SAP Basis maintenance, electronic security systems (CCTV and access control), IT, OT, Cybersecurity and data architecture; and has served as a speaker and moderator on numerous national cybersecurity panels. In YPF, he worked in the following areas: telemetry and control (2003-2009); communications (2009-2011); Head of Special Projects and Technologies (2011-2016); Head of Application Infrastructure (2016-2018); Head of Digital Workplace Services (2019); Cybersecurity Architecture Manager (2019-2020); Enterprise Architecture Manager (2020-2022) and currently holds the position of President of the Cybersecurity Commission at the IAPG and coordinator of the non-financial CISOs group. Regarding his education, he is an engineer from Universidad de Palermo, holds a master’s degree in business administration from Universidad Torcuato Di Tella, holds a diploma in cybersecurity from Universidad de Palermo, CCI Online Professional Master’s Degree in Industrial Cybersecurity, and is certified in different technologies.
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YPF | Form 20-F | 2025
PART III
ITEM 17. Financial statements
The registrant has responded to Item 18 in lieu of responding to this Item.
ITEM 18. Financial statements
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.
ITEM 19. Exhibits
| 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 |
| 8 | 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) |
| 13 | 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 * |
| 101 | Interactive data files |
| 104 | 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<br> <br>(Principal Financial Officer) |
Date: March 26, 2026
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YPF SOCIEDAD ANONIMA
CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2025, 2024 AND 2023
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of YPF SOCIEDAD ANONIMA
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated statements of financial position of YPF SOCIEDAD ANONIMA (an Argentine Corporation) and subsidiaries (the “Company”) as of December 31, 2025, 2024 and 2023, the related consolidated statements of comprehensive income, changes in shareholders’ equity, and cash flows, for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”). We also have audited the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with IFRS Accounting Standards as issued by the International Accounting Standards Board (“IASB”). Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
Basis for Opinions
The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control appearing under item 15. Our responsibility is to express an opinion on these financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
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We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’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 generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, 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.
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Critical Audit Matters
The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which they relate.
Impairment of Property, Plant and Equipment (PP&E) — Gas Neuquina Basin cash generating unit (CGU) — Refer to Notes 2.b.5), 2.c) and 8) to the financial statements
Critical Audit Matter Description
The Company’s evaluation of PP&E for impairment involved the comparison of the recoverable amount of each CGU to its carrying value. The Company determined the recoverable amount for the CGUs based on the value in use. Value in use was based on discounted cash flow model, which required management to make significant estimates and assumptions related to hydrocarbon reserves and resources estimates, the forecasts of future revenues, operating costs and capital expenditures, abandonment costs, and the discount rate. Changes in recoverable amount estimates and assumptions could have a significant impact on the recoverable amount of the CGU, and either the amount of any impairment charge or reversal of prior impairment charges.
As of December 31, 2025, the net carrying value of the assets assigned to the Gas – Neuquina Basin CGU was U.S. dollars 2,804 million.
Given the significant judgments made by management to estimate the recoverable amount of the CGU Gas – Neuquina Basin, which could result in an adjustment to the provision for impairment, performing audit procedures to evaluate the reasonableness of the significant estimates and assumptions related to hydrocarbon reserves and resources estimates, the forecasts of future revenues, operating costs and capital expenditures and abandonment costs, and the discount rate, required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists, and oil and gas reserves specialist.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the evaluation of the CGU Gas – Neuquina Basin for impairment included, among others:
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| • | We tested the effectiveness of controls over the evaluation of PP&E for impairment, including those over the indicators of impairment, the hydrocarbon reserves and resources estimates, the forecasts of future revenues, operating costs and capital expenditures and abandonment costs, and the discount rate. |
|---|---|
| • | With the assistance of our oil and gas reserves specialists, we assessed the processes and procedures used by the Company to estimate hydrocarbon reserves and resources, and we evaluated the Company’s independent reservoir engineer by (1) examining reports and assessing the scope of their work and findings, and (2) assessing their competence, capability, and objectivity. |
| --- | --- |
| • | We tested the mathematical accuracy and completeness of the calculation of the underlying cash flows used to determine the recoverable amount of the CGU. |
| --- | --- |
| • | We assessed the reasonableness of management´s hydrocarbon reserves and resources estimates, by making a selection of fields, and (1) understanding and testing the financial information inputs underlying those estimates, and (2) comparing management´s estimate with the independent reserves auditor estimate. |
| --- | --- |
| • | We assessed the reasonableness of management´s forecast of future revenues, operating costs and capital expenditures and abandonment costs, by selecting fields on sample basis and (1) understanding and testing the financial information inputs underlying the estimates, (2) testing future production profiles with management´s hydrocarbon reserve and resources estimates, (3) comparing consistency of the information to other evidence obtained during the audit, and (4) evaluating management´s ability to accurately forecast certain key assumptions by comparing those to management´s historical forecasts. |
| --- | --- |
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| • | With the assistance of our fair value specialists, we evaluated the reasonableness of the valuation methodology, the projections of certain key assumptions underlying the estimates of the recoverable amount, such as macroeconomic assumptions, crude oil and natural gas prices, and the discount rate by (1) understanding how management made the key assumptions and selected the discount rate, (2) understanding and testing the inputs underlying those key assumptions and the discount rate, (3) testing the mathematical accuracy of the discount rate calculation, and (4) developing an independent range of the key assumptions and the discount rate, and comparing those to what management selected. |
|---|---|
| • | We read and tested the accuracy and completeness of the related disclosures within the consolidated financial statements. |
| --- | --- |
/s/ Deloitte & Co. S.A.
Buenos Aires City, Argentina
February 26, 2026
We have served as the Company’s auditor since 2002.
5
| YPF SOCIEDAD ANONIMA<br><br>CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2025, 2024 AND 2023 |
|---|
CONTENT
| Note | Description | F - Page |
|---|---|---|
| Glossary of terms | 1 | |
| Legal information | 2 | |
| Consolidated statements of financial position | 3 | |
| Consolidated statements of comprehensive income | 4 | |
| Consolidated statements of changes in shareholders’ equity | 5 | |
| Consolidated statements of cash flow | 7 | |
| Notes to the consolidated financial statements: | ||
| 1 | General information, structure and organization of the Group’s business | 8 |
| 2 | Basis of preparation of the consolidated financial statements | 9 |
| 3 | Acquisitions and disposals | 27 |
| 4 | Financial risk management | 30 |
| 5 | Business segment information | 34 |
| 6 | Financial instruments by category | 38 |
| 7 | Intangible assets | 41 |
| 8 | Property, plant and equipment | 42 |
| 9 | Right-of-use assets | 47 |
| 10 | Investments in associates and joint ventures | 49 |
| 11 | Assets held for sale and associated liabilities | 51 |
| 12 | Inventories | 57 |
| 13 | Other receivables | 57 |
| 14 | Trade receivables | 57 |
| 15 | Investments in financial assets | 58 |
| 16 | Cash and cash equivalents | 58 |
| 17 | Provisions | 59 |
| 18 | Income tax | 63 |
| 19 | Taxes payable | 64 |
| 20 | Salaries and social security | 64 |
| 21 | Lease liabilities | 65 |
| 22 | Loans | 66 |
| 23 | Other liabilities | 68 |
| 24 | Accounts payable | 68 |
| 25 | Revenues | 68 |
| 26 | Costs | 72 |
| 27 | Expenses by nature | 72 |
| 28 | Other net operating results | 74 |
| 29 | Net financial results | 74 |
| 30 | Investments in joint operations and consortiums | 74 |
| 31 | Shareholders’ equity | 76 |
| 32 | Earnings per share | 77 |
| 33 | Contingent assets and liabilities | 77 |
| 34 | Contractual commitments | 82 |
| 35 | Main regulations | 84 |
| 36 | Balances and transactions with related parties | 108 |
| 37 | Employee benefit plans and similar obligations | 113 |
| 38 | Subsequent events | 116 |
| F - 1 | ||
| --- | --- | |
| YPF SOCIEDAD ANONIMA |
CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2025, 2024 AND 2023
GLOSSARY OF TERMS
| Term | Definition |
|---|---|
| ADR | American Depositary Receipt |
| ADS | American Depositary Share |
| AESA | A-Evangelista<br> S.A. |
| AFIP | Argentine Tax Authority (Administración Federal de Ingresos Públicos) |
| ANSES | National Administration of Social Security (Administración Nacional de la Seguridad Social) |
| ARCA | Collection Customs and Control Agency (Agencia de Recaudación y Control Aduanero) (formerly “AFIP”) |
| Argentina LNG | Argentina LNG S.A.U. |
| Associate | Company over which YPF has significant influence as provided for in IAS 28 “Investments in associates and joint ventures” |
| BCRA | Central Bank of the Argentine Republic (Banco Central de la República Argentina) |
| BNA | Bank of the Argentine Nation (Banco de la Nación Argentina) |
| BO | Official Gazette of the Argentine Republic (Boletín Oficial de la República Argentina) |
| CAMMESA | Compañía Administradora del Mercado Mayorista Eléctrico S.A. |
| CAN | Northern Argentine basin (cuenca Argentina Norte) |
| CDS | Central Dock Sud S.A. |
| CENCH | Hydrocarbon Unconventional Exploitation Concessions |
| CGU | Cash-generating unit |
| CNDC | Argentine Antitrust Authority (Comisión Nacional de Defensa de la Competencia) |
| CNV | Argentine Securities Commission (Comisión Nacional de Valores) |
| CSJN | Argentine Supreme Court of Justice (Corte Suprema de Justicia de la Nación Argentina) |
| CT Barragán | CT Barragán S.A. |
| Eleran | Eleran Inversiones 2011 S.A.U. |
| ENARGAS | Argentine Gas Regulator (Ente Nacional Regulador del Gas) |
| ENARSA | Energía Argentina S.A. (formerly Integración Energética Argentina S.A., “IEASA”) |
| ENRE | National Electricity Regulatory Agency |
| FOB | Free on board |
| Gas Austral | Gas Austral S.A. |
| GPA | Gasoducto del Pacífico (Argentina) S.A. |
| Group | YPF and its subsidiaries |
| IAS | International Accounting Standard |
| IASB | International Accounting Standards Board |
| IFRIC | International Financial Reporting Interpretations Committee |
| IFRS | International Financial Reporting Standard |
| INDEC | National Institute of Statistics and Census (Instituto Nacional de Estadística y Censos) |
| IPC | Consumer Price Index (Índice de Precios al Consumidor) published by INDEC |
| JO | Joint operation (Unión Transitoria) |
| Joint venture | Company jointly owned by YPF as provided for in IFRS 11 “Joint arrangements” |
| LGS | General Corporations Law (Ley General de Sociedades) No. 19,550 |
| LNG | Liquefied natural gas |
| LPG | Liquefied petroleum gas |
| MEGA | Compañía Mega S.A. |
| Metroenergía | Metroenergía S.A. |
| Metrogas | Metrogas S.A. |
| MINEM | Ministry of Energy and Mining (Ministerio de Energía y Minería) |
| MLO | West Malvinas basin (cuenca Malvinas Oeste) |
| MTN | Medium-term note |
| NO | Negotiable obligations |
| OLCLP | Oleoducto Loma Campana - Lago Pellegrini S.A.U. |
| Oldelval | Oleoductos del Valle S.A. |
| OPESSA | Operadora de Estaciones de Servicios S.A. |
| OTA | OleoductoTrasandino (Argentina) S.A. |
| OTAMERICA | OTAMERICA Ebytem S.A. (former corporate name “Oiltalking Ebytem S.A.”) |
| OTC | OleoductoTrasandino (Chile) S.A. |
| PEN | National Executive Branch (Poder Ejecutivo Nacional) |
| Peso | Argentine peso |
| PIST | Transportation system entry point (Punto de ingreso al sistema de transporte) |
| Profertil | Profertil S.A. |
| PSAR | Performance stock appreciation rights |
| Refinor | Refinería del Norte S.A. |
| RQT | Quinquennial Tariff Review (Revisión Quinquenal Tarifaria) |
| RTI | Integral Tariff Review (Revisión Tarifaria Integral) |
| RTT | Transitional Tariff Regime (Régimen Tarifario de Transición) |
| SC Gas | SC Gas S.A.U. |
| SE | Secretariat of Energy (Secretaría de Energía) (formerly “MINEM” and “SGE”) |
| SEC | U.S. Securities and Exchange Commission |
| SEE | Secretariat of Electric Energy (Secretaría de Energía Eléctrica) |
| SGE | Government Secretariat of Energy (Secretaría de Gobierno de Energía) |
| SRH | Hydrocarbon Resources Secretariat (Secretaría de Recursos Hidrocarburíferos) |
| SSHyC | Under-Secretariat of Hydrocarbons and Fuels (Subsecretaría de Hidrocarburos y Combustibles) |
| Subsidiary | Company controlled by YPF as provided for in IFRS 10 “Consolidated financial statements” |
| Sur Inversiones Energéticas | Sur Inversiones Energéticas S.A.U. |
| Sustentator | Sustentator S.A. |
| Termap | Terminales Marítimas Patagónicas S.A. |
| Turnover tax | Impuesto a los ingresos brutos |
| U.S. dollar | United States dollar |
| UNG | Unaccounted natural gas |
| US$ | United States dollar |
| US$/bbl | U.S. dollar per barrel |
| UVA | Unit of Purchasing Power |
| VAT | Value added tax |
| VMI | Vaca Muerta Inversiones S.A.U. |
| VMOS | VMOS S.A. |
| WEM | Wholesale Electricity Market |
| YPF Brasil | YPF Brasil Comércio Derivado de Petróleo Ltda |
| YPF Chile | YPF Chile S.A. |
| YPF EE | YPF Energía Eléctrica S.A. |
| YPF Gas | YPF Gas S.A. |
| YPF or the Company | YPF S.A. |
| YPF Perú | YPF E&P Perú S.A.C. |
| YPF Ventures | YPF Ventures S.A.U. |
| Y-TEC | YPF Tecnología S.A. |
| Y-LUZ | Y-LUZ<br> Inversora S.A.U. controlled by YPF EE |
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| F - 2 | |
|---|---|
| YPF SOCIEDAD ANONIMA |
CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2025, 2024 AND 2023
LEGAL INFORMATION
Legal address
Macacha Güemes 515 - Ciudad Autónoma de Buenos Aires, Argentina.
Fiscal year
No. 49 beginning on January 1, 2025.
Main business of the Company
The Company’s purpose shall be to perform, on its own, through third parties or in association with third parties, the survey, exploration and exploitation of liquid and/or gaseous hydrocarbon fields and other minerals, as well as the industrialization, transportation and commercialization of these products and their direct and indirect by-products, including petrochemical products, chemical products, whether derived from hydrocarbons or not, and non-fossil fuels, biofuels and their components, as well as the generation of electrical energy through the use of hydrocarbons, to which effect it may manufacture, use, purchase, sell, exchange, import or export them. It shall also be the Company’s purpose the rendering, on its own, through a controlled company or in association with third parties, of telecommunications services in all forms and modalities authorized by the legislation in force after applying for the relevant licenses as required by the regulatory framework, as well as the production, industrialization, processing, commercialization, conditioning, transportation and stockpiling of grains and products derived from grains, as well as any other activity complementary to its industrial and commercial business or any activity which may be necessary to attain its object. To better achieve these purposes, it 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 the Bylaws.
Filing with the Public Registry of Commerce
Bylaws filed on February 5, 1991, under No. 404 of the Book 108 of Corporations, Volume A, with the Public Registry of Commerce of the Autonomous City of Buenos Aires, in charge of the Argentine Registry of Companies (Inspección General de Justicia); and Bylaws in substitution of previous Bylaws, filed on June 15, 1993, under No. 5,109 of the Book 113 of Corporations, Volume A, with the above mentioned Public Registry.
Duration of the Company
Through June 15, 2093.
Last amendment to the Bylaws
January 26, 2024, registered with the Public Registry of Commerce of the Autonomous City of Buenos Aires in charge of the Argentine Registry of Companies (Inspección General de Justicia) on March 15, 2024, under No. 4,735, Book 116 of Corporations.
Capital structure
393,312,793 shares of common stock, $10 par value and 1 vote per share.
Subscribed, paid-in and authorized for stock exchange listing (in pesos)
3,933,127,930.
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| F - 3 | |
|---|---|
| YPF SOCIEDAD ANONIMA |
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
AS OF DECEMBER 31, 2025, 2024 AND 2023
(Amounts expressed in millions of United States dollars)
| Notes | 2025 | 2024 | 2023 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ASSETS | ||||||||||
| Non-current<br> assets | ||||||||||
| Intangible assets | 7 | 1,068 | 491 | 367 | ||||||
| Property, plant and equipment | 8 | 19,085 | 18,736 | 17,712 | ||||||
| Right-of-use<br> assets | 9 | 537 | 743 | 631 | ||||||
| Investments in associates and joint ventures | 10 | 1,610 | 1,960 | 1,676 | ||||||
| Deferred income tax assets, net | 18 | 9 | 330 | 18 | ||||||
| Other receivables | 13 | 648 | 337 | 158 | ||||||
| Trade receivables | 14 | 5 | 1 | 31 | ||||||
| Investments in financial assets | 15 | - | - | 8 | ||||||
| Total <br>non-current<br> assets | 22,962 | 22,598 | 20,601 | |||||||
| Current assets | ||||||||||
| Assets held for sale | 11 | 1,019 | 1,537 | - | ||||||
| Inventories | 12 | 1,447 | 1,546 | 1,683 | ||||||
| Contract assets | 25 | 3 | 30 | 10 | ||||||
| Other receivables | 13 | 1,159 | 552 | 381 | ||||||
| Trade receivables | 14 | 1,654 | 1,620 | 973 | ||||||
| Investments in financial assets | 15 | 262 | 390 | 264 | ||||||
| Cash and cash equivalents | 16 | 933 | 1,118 | 1,123 | ||||||
| Total current assets | 6,477 | 6,793 | 4,434 | |||||||
| TOTAL ASSETS | 29,439 | 29,391 | 25,035 | |||||||
| SHAREHOLDERS’ EQUITY | ||||||||||
| Capital | 3,921 | 3,922 | 3,919 | |||||||
| Treasury shares | 12 | 11 | 14 | |||||||
| Share-based benefit plans | 7 | 3 | 1 | |||||||
| Acquisition cost of treasury shares | (35 | ) | (28 | ) | (30 | ) | ||||
| Share trading premiums | (44 | ) | (42 | ) | (40 | ) | ||||
| Issuance premiums | 640 | 640 | 640 | |||||||
| Legal reserve | 787 | 787 | 787 | |||||||
| Reserve for future dividends | - | - | 226 | |||||||
| Reserve for investments | 6,587 | 4,236 | 5,325 | |||||||
| Reserve for purchase of treasury shares | 33 | 36 | 35 | |||||||
| Other comprehensive income | (338 | ) | (331 | ) | (684 | ) | ||||
| Unappropriated retained earnings and losses | (756 | ) | 2,418 | (1,244 | ) | |||||
| Shareholders’ equity attributable to shareholders of the parent company | 10,814 | 11,652 | 8,949 | |||||||
| Non-controlling<br> interest | 230 | 218 | 102 | |||||||
| TOTAL SHAREHOLDERS’ EQUITY | 11,044 | 11,870 | 9,051 | |||||||
| LIABILITIES | ||||||||||
| Non-current<br> liabilities | ||||||||||
| Provisions | 17 | 610 | 1,084 | 2,660 | ||||||
| Contract liabilities | 25 | 180 | 114 | 34 | ||||||
| Deferred income tax liabilities, net | 18 | 373 | 90 | 1,242 | ||||||
| Income tax liability | 18 | 830 | 2 | 4 | ||||||
| Taxes payable | 19 | 18 | - | - | ||||||
| Salaries and social security | 20 | 63 | 34 | - | ||||||
| Lease liabilities | 21 | 273 | 406 | 325 | ||||||
| Loans | 22 | 8,226 | 7,035 | 6,682 | ||||||
| Other liabilities | 23 | 373 | 74 | 112 | ||||||
| Accounts payable | 24 | 6 | 6 | 5 | ||||||
| Total <br>non-current<br> liabilities | 10,952 | 8,845 | 11,064 | |||||||
| Current liabilities | ||||||||||
| Liabilities directly associated with assets held for sale | 11 | 1,181 | 2,136 | - | ||||||
| Provisions | 17 | 229 | 116 | 181 | ||||||
| Contract liabilities | 25 | 117 | 73 | 69 | ||||||
| Income tax liability | 18 | 73 | 126 | 31 | ||||||
| Taxes payable | 19 | 217 | 247 | 139 | ||||||
| Salaries and social security | 20 | 336 | 412 | 210 | ||||||
| Lease liabilities | 21 | 298 | 370 | 341 | ||||||
| Loans | 22 | 2,355 | 1,907 | 1,508 | ||||||
| Other liabilities | 23 | 399 | 410 | 122 | ||||||
| Accounts payable | 24 | 2,238 | 2,879 | 2,319 | ||||||
| Total current liabilities | 7,443 | 8,676 | 4,920 | |||||||
| TOTAL LIABILITIES | 18,395 | 17,521 | 15,984 | |||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | 29,439 | 29,391 | 25,035 |
Accompanying notes are an integral part of these consolidated financial statements.
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| F - 4 | |
|---|---|
| YPF SOCIEDAD ANONIMA |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023
(Amounts expressed in millions of United States dollars, except per share information expressed in United States dollars)
| Net income | Notes | 2025 | 2024 | 2023 | ||||
|---|---|---|---|---|---|---|---|---|
| Revenues | 25 | 18,448 | 19,293 | 17,311 | ||||
| Costs | 26 | (13,348) | (13,910) | (13,853) | ||||
| Gross profit | 5,100 | 5,383 | 3,458 | |||||
| Selling expenses | 27 | (2,088) | (2,132) | (1,804) | ||||
| Administrative expenses | 27 | (830) | (836) | (705) | ||||
| Exploration expenses | 27 | (116) | (239) | (61) | ||||
| Reversal / (Impairment) of property, plant and equipment and inventories write-down | 8-26 | 4 | (87) | (2,288) | ||||
| Other net operating results | 28 | (330) | (609) | 152 | ||||
| Operating profit / (loss) | 1,740 | 1,480 | (1,248) | |||||
| Income from equity interests in associates and joint ventures | 10 | 122 | 396 | 94 | ||||
| Financial income | 29 | 105 | 134 | 334 | ||||
| Financial costs | 29 | (1,087) | (1,169) | (1,149) | ||||
| Other financial results | 29 | 30 | 179 | 311 | ||||
| Net financial results | 29 | (952) | (856) | (504) | ||||
| Net profit / (loss) before income tax | 910 | 1,020 | (1,658) | |||||
| Income tax | 18 | (1,709) | 1,373 | 381 | ||||
| Net (loss) / profit for the year | (799) | 2,393 | (1,277) | |||||
| Other comprehensive income | ||||||||
| Items that may be reclassified subsequently to profit or loss: | ||||||||
| Translation effect from subsidiaries, associates and joint ventures | (258) | (103) | (442) | |||||
| Result from net monetary position in subsidiaries, associates and joint ventures<br>(1) | 190 | 527 | 221 | |||||
| Gains / (losses) reclassified to profit or loss due to the acquisition and/or disposal of subsidiaries, associates and joint ventures | 46 | - | - | |||||
| Other comprehensive income for the year | (22) | 424 | (221) | |||||
| Total comprehensive income for the year | (821) | 2,817 | (1,498) | |||||
| Net (loss) / profit for the year attributable to: | ||||||||
| Shareholders of the parent company | (826) | 2,348 | (1,312) | |||||
| Non-controlling<br> interest | 27 | 45 | 35 | |||||
| Other comprehensive income for the year attributable to: | ||||||||
| Shareholders of the parent company | (7) | 353 | (190) | |||||
| Non-controlling<br> interest | (15) | 71 | (31) | |||||
| Total comprehensive income for the year attributable to: | ||||||||
| Shareholders of the parent company | (833) | 2,701 | (1,502) | |||||
| Non-controlling<br> interest | 12 | 116 | 4 | |||||
| Earnings per share attributable to shareholders of the parent company: | ||||||||
| Basic and diluted | 32 | (2.11) | 5.99 | (3.35) | ||||
| (1) | Results generated by subsidiaries, associates and joint ventures with the peso as functional currency, see Note 2.b.1). | |||||||
| --- | --- |
Accompanying notes are an integral part of these consolidated financial statements.
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| F - 5 | |
|---|---|
| YPF SOCIEDAD ANONIMA |
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023
(Amounts expressed in millions of United States dollars)
| Shareholders’ contributions | Retained earnings <br>(4) | Equity attributable to | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Capital | Treasury<br>shares | Share-based <br>benefit plans | Acquisition <br>cost of<br>treasury<br>shares <br>(2) | Share trading<br>premiums | Issuance<br>premiums | Legal<br><br>reserve | Reserve<br><br>for future<br><br>dividends | Reserve for<br><br>investments | Reserve for<br><br>purchase<br><br>of treasury<br><br>shares | Other<br><br>comprehensive<br><br>income <br>(1) | Unappropriated<br><br>retained<br><br>earnings and<br><br>losses | Shareholders<br><br>of the parent<br><br>company | Non-<br><br>controlling<br><br>interest | Total<br><br>shareholders’<br><br>equity | |
| Balance as of December 31, 2022 | 3,915 | 18 | 2 | (30) | (38) | 640 | 787 | - | - | - | (494) | 5,654 | 10,454 | 98 | 10,552 |
| Accrual of share-based benefit plans <br>(3) | - | - | 3 | - | - | - | - | - | - | - | - | - | 3 | - | 3 |
| Repurchase of treasury shares | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - |
| Settlement of share-based benefit plans | 4 | (4) | (4) | - | (2) | - | - | - | - | - | - | - | (6) | - | (6) |
| Appropriation to reserves <br>(5) | - | - | - | - | - | - | - | 226 | 5,325 | 35 | - | (5,586) | - | - | - |
| Other comprehensive income | - | - | - | - | - | - | - | - | - | - | (190) | - | (190) | (31) | (221) |
| Net (loss) / profit | - | - | - | - | - | - | - | - | - | - | - | (1,312) | (1,312) | 35 | (1,277) |
| Balance as of December 31, 2023 | 3,919 | 14 | 1 | (30) | (40) | 640 | 787 | 226 | 5,325 | 35 | (684) | (1,244) | 8,949 | 102 | 9,051 |
| Accrual of share-based benefit plans <br>(3) | - | - | 7 | - | - | - | - | - | - | - | - | - | 7 | - | 7 |
| Repurchase of treasury shares | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - |
| Settlement of share-based benefit plans | 3 | (3) | (5) | 2 | (2) | - | - | - | - | - | - | - | (5) | - | (5) |
| Release of reserves and absorption of accumulated losses <br>(5) | - | - | - | - | - | - | - | (226) | (5,325) | (35) | - | 5,586 | - | - | - |
| Appropriation to reserves <br>(5) | - | - | - | - | - | - | - | - | 4,236 | 36 | - | (4,272) | - | - | - |
| Other comprehensive income | - | - | - | - | - | - | - | - | - | - | 353 | - | 353 | 71 | 424 |
| Net profit | - | - | - | - | - | - | - | - | - | - | - | 2,348 | 2,348 | 45 | 2,393 |
| Balance as of December 31, 2024 | 3,922 | 11 | 3 | (28) | (42) | 640 | 787 | - | 4,236 | 36 | (331) | 2,418 | 11,652 | 218 | 11,870 |
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| F - 6 | |
|---|---|
| YPF SOCIEDAD ANONIMA |
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023
(Amounts expressed in millions of United States dollars)
| Shareholders’ contributions | Retained earnings <br>(4) | Equity attributable to | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Capital | Treasury<br>shares | Share-based <br>benefit plans | Acquisition <br>cost of<br>treasury<br>shares <br>(2) | Share trading<br>premiums | Issuance<br>premiums | Legal<br><br>reserve | Reserve<br><br>for future<br><br>dividends | Reserve for<br><br>investments | Reserve for<br><br>purchase<br><br>of treasury<br><br>shares | Other<br><br>comprehensive<br><br>income <br>(1) | Unappropriated<br><br>retained<br><br>earnings and<br><br>losses | Shareholders<br><br>of the parent<br><br>company | Non-<br><br>controlling<br><br>interest | Total<br><br>shareholders’<br><br>equity | |
| Balance as of December 31, 2024 | 3,922 | 11 | 3 | (28) | (42) | 640 | 787 | - | 4,236 | 36 | (331) | 2,418 | 11,652 | 218 | 11,870 |
| Accrual of share-based benefit plans <br>(3) | - | - | 15 | - | - | - | - | - | - | - | - | - | 15 | - | 15 |
| Repurchase of treasury shares | (3) | 3 | - | (10) | - | - | - | - | - | - | - | - | (10) | - | (10) |
| Settlement of share-based benefit plans | 2 | (2) | (11) | 3 | (2) | - | - | - | - | - | - | - | (10) | - | (10) |
| Release of reserves <br>(5) | - | - | - | - | - | - | - | - | (4,236) | (36) | - | 4,272 | - | - | - |
| Appropriation to reserves <br>(5) | - | - | - | - | - | - | - | - | 6,587 | 33 | - | (6,620) | - | - | - |
| Other comprehensive income | - | - | - | - | - | - | - | - | - | - | (7) | - | (7) | (15) | (22) |
| Net (loss) / profit | - | - | - | - | - | - | - | - | - | - | - | (826) | (826) | 27 | (799) |
| Balance as of December 31, 2025 | 3,921 | 12 | 7 | (35) | (44) | 640 | 787 | - | 6,587 | 33 | (338) | (756) | 10,814 | 230 | 11,044 |
| (1) | Includes (2,351)<br>, (1,976) and (1,873) as of December 31, 2025, 2024 and 2023, respectively, related to the effect of the translation of the financial statements of investments in subsidiaries, associates and joint ventures with functional currencies other than the U.S. dollar and<br> 2,013<br>, 1,645 and 1,189 as of December 31, 2025, 2024 and 2023, respectively, related to the recognition of the result from net monetary position of subsidiaries, associates and joint ventures with the peso as functional currency. See Note 2.b.1). | ||||||||||||||
| --- | --- | ||||||||||||||
| (2) | Net of employees’ income tax withholding related to the share-based benefit plans. | ||||||||||||||
| --- | --- | ||||||||||||||
| (3) | See Note 37. | ||||||||||||||
| --- | --- | ||||||||||||||
| (4) | Includes 35, 70 and 70 restricted to the distribution of retained earnings as of December 31, 2025, 2024 and 2023, respectively. See Note 31. | ||||||||||||||
| --- | --- | ||||||||||||||
| (5) | As decided in the Shareholders’ Meeting on April 30, 2025, April 26, 2024 and April 28, 2023 for the fiscal years ended December 31, 2025, 2024 and 2023, respectively. | ||||||||||||||
| --- | --- |
Accompanying notes are an integral part of these consolidated financial statements.
Table of Contents
| F - <br>7 | |
|---|---|
| YPF SOCIEDAD ANONIMA | |
| CONSOLIDATED STATEMENTS OF CASH FLOW<br> <br>FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars)
| 2025 | 2024 | 2023 | ||||
|---|---|---|---|---|---|---|
| Cash flows from operating activities | ||||||
| Net (loss) / profit | (799) | 2,393 | (1,277) | |||
| Adjustments to reconcile net (loss) / profit to cash flows provided by operating activities: | ||||||
| Income from equity interests in associates and joint ventures | (122) | (396) | (94) | |||
| Depreciation of property, plant and equipment | 2,857 | 2,446 | 3,016 | |||
| Amortization of intangible assets | 61 | 43 | 37 | |||
| Depreciation of <br>right-of-use<br> assets | 286 | 270 | 220 | |||
| Retirement of property, plant and equipment and intangible assets and consumption of materials | 680 | 620 | 383 | |||
| Charge on income tax | 1,709 | (1,373) | (381) | |||
| Net increase in provisions | 817 | 748 | 426 | |||
| (Reversal) / Impairment of property, plant and equipment and inventories write-down | (4) | 87 | 2,288 | |||
| Effect of changes in exchange rates, interest and others | 963 | 613 | 709 | |||
| Share-based benefit plans | 15 | 7 | 3 | |||
| Result from sale of assets | (219) | (6) | - | |||
| Result from changes in fair value of assets held for sale | 418 | 260 | - | |||
| Result from revaluation of companies | (45) | - | - | |||
| Result from sale of companies | (335) | - | - | |||
| Other insurance income | - | (5) | - | |||
| Changes in assets and liabilities: | ||||||
| Trade receivables | (359) | (808) | (178) | |||
| Other receivables | (430) | (540) | (178) | |||
| Inventories | 94 | 127 | 44 | |||
| Accounts payable | (280) | 702 | 736 | |||
| Taxes payable | 15 | 141 | 74 | |||
| Salaries and social security | (3) | 279 | 231 | |||
| Other liabilities | (392) | 219 | 66 | |||
| Decrease in provisions due to payment/use | (166) | (171) | (491) | |||
| Contract assets | 18 | (23) | (12) | |||
| Contract liabilities | 84 | 88 | 25 | |||
| Dividends received | 224 | 174 | 276 | |||
| Proceeds from collection of profit loss insurance | 5 | - | - | |||
| Income tax payments | (133) | (26) | (10) | |||
| Net cash flows from operating activities <br>(1) (2) | 4,959 | 5,869 | 5,913 | |||
| Investing activities: <br>(3) | ||||||
| Acquisition of property, plant and equipment and intangible assets | (5,077) | (5,392) | (5,673) | |||
| Additions of assets held for sale | (46) | (269) | - | |||
| Contributions and acquisitions of interests in associates and joint ventures | (85) | - | (5) | |||
| Acquisitions from business combinations net of cash and cash equivalents | (767) | - | - | |||
| Proceeds from sales of financial assets | 221 | 229 | 583 | |||
| Payments from purchase of financial assets | (74) | (255) | (337) | |||
| Interests received from financial assets | 4 | 34 | 85 | |||
| Proceeds from concessions, assignment agreements and sale of assets | 297 | 142 | 15 | |||
| Net cash flows used in investing activities | (5,527) | (5,511) | (5,332) | |||
| Financing activities: <br>(3) | ||||||
| Payments of loans | (2,871) | (2,102) | (1,396) | |||
| Payments of interests | (670) | (707) | (623) | |||
| Proceeds from loans | 4,481 | 2,967 | 2,667 | |||
| Account overdrafts, net | 4 | (48) | (3) | |||
| Repurchase of treasury shares | (10) | - | - | |||
| Payments of leases | (406) | (400) | (359) | |||
| Payments of interests in relation to income tax | (11) | (3) | (8) | |||
| Net cash flows from / (used in) financing activities | 517 | (293) | 278 | |||
| Effect of changes in exchange rates on cash and cash equivalents | (134) | (70) | (509) | |||
| (Decrease) / Increase in cash and cash equivalents | (185) | (5) | 350 | |||
| Cash and cash equivalents at the beginning of the fiscal year | 1,118 | 1,123 | 773 | |||
| Cash and cash equivalents at the end of the fiscal year | 933 | 1,118 | 1,123 | |||
| (Decrease) / Increase in cash and cash equivalents | (185) | (5) | 350 | |||
| (1) | Does not include the effect of changes in exchange rates generated by cash and cash equivalents, which is disclosed separately in this statement. | |||||
| --- | --- | |||||
| (2) | Includes 88, 135 and 193 for the fiscal years ended December 31, 2025, 2024 and 2023, respectively, for payments of short-term leases and payments of the variable charge of leases related to the underlying asset use or performance. | |||||
| --- | --- | |||||
| (3) | The main investing and financing transactions that have not affected cash and cash equivalents correspond to: | |||||
| --- | --- | |||||
| 2025 | 2024 | 2023 | ||||
| --- | --- | --- | --- | --- | --- | --- |
| Unpaid acquisitions of property, plant and equipment and intangible assets | 554 | 486 | 434 | |||
| Unpaid additions of assets held for sale | 1 | 18 | - | |||
| (Reversal) / Costs of hydrocarbon wells abandonment | (219) | 169 | 507 | |||
| Additions of <br>right-of-use<br> assets | 216 | 444 | 404 | |||
| Capitalization of depreciation of <br>right-of-use<br> assets | 57 | 61 | 68 | |||
| Capitalization of financial accretion for lease liabilities | 8 | 10 | 13 | |||
| Capitalization in associates and joint ventures | 12 | - | - | |||
| Contract liabilities arising from company acquisitions | 14 | - | - | |||
| Receivables from the sale of <br>non-cash-settled<br> assets | 458 | - | - | |||
| Unpaid receivables from the sale of companies | 396 | - | - |
Accompanying notes are an integral part of these consolidated financial statements.
Table of Contents
| F - <br>8 | |
|---|---|
| YPF SOCIEDAD ANONIMA | |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br><br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
| 1. | GENERAL INFORMATION, STRUCTURE AND ORGANIZATION OF THE GROUP’S BUSINESS |
|---|
General information
YPF S.A. (“YPF” or the “Company”) is a stock corporation (sociedad anónima) incorporated under the Argentine laws, with a registered office at Macacha Güemes 515, in the Autonomous City of Buenos Aires.
YPF and its subsidiaries (the “Group”) form the leading energy group in Argentina, which operates a fully integrated oil and gas chain with leading positions in the local market for Upstream, Midstream, Downstream, LNG, Integrated Gas and New Energies businesses in Argentina.
Structure and organization of the Group’s business
As of December 31, 2025, the Group carries out its operations in accordance with the following structure:
| - | Upstream |
|---|---|
| - | Midstream and Downstream |
| --- | --- |
| - | LNG and Integrated Gas |
| --- | --- |
| - | New Energies |
| --- | --- |
| - | Central Administration and Others |
| --- | --- |
Activities covered by each business segment are detailed in Note 5. The following table presents the main companies of the Group as of December 31, 2025, by business segment:
| Entity | Country | Main business | % of<br> ownership<br> of capital<br> stock <br>(1) | Relationship |
|---|---|---|---|---|
| Upstream | ||||
| Eleran | Spain | Hydrocarbon exploration through the subsidiary YPF E&P Bolivia S.A. <br>(7) | 100% | Subsidiary |
| SC Gas<br> <br>(4) | Argentina | Hydrocarbon exploitation | 100% | Subsidiary |
| VMI<br> <br>(4) | Argentina | Hydrocarbon exploitation | 100% | Subsidiary |
| Midstream and Downstream | ||||
| OPESSA | Argentina | Gas stations | 99.99% | Subsidiary |
| OLCLP<br> <br>(4) | Argentina | Hydrocarbon transportation | 100% | Subsidiary |
| Refinor<br> <br>(4) | Argentina | Industrialization and commercialization of hydrocarbons | 100% | Subsidiary |
| OTA | Argentina | Hydrocarbon transportation | 36% | Joint venture |
| OTC | Chile | Hydrocarbon transportation | 36% | Joint venture |
| Oldelval | Argentina | Hydrocarbon transportation | 37% | Associate |
| OTAMERICA | Argentina | Hydrocarbon transportation | 30% | Associate |
| Termap | Argentina | Hydrocarbon transportation | 33.15% | Associate |
| VMOS<br> <br>(3) (5) | Argentina | Hydrocarbon transportation | 24.49% | Associate |
| YPF Gas | Argentina | Commercialization of LPG | 33.99% | Associate |
| LNG and Integrated Gas | ||||
| YPF Chile | Chile | Commercialization of natural gas | 100% | Subsidiary |
| Argentina LNG | Argentina | Industrialization and commercialization of LNG | 100% | Subsidiary |
| Sur Inversiones Energéticas | Argentina | Industrialization and commercialization of LNG through Southern Energy S.A. associate. | 100% | Subsidiary |
| MEGA | Argentina | Separation of natural gas liquids and their fractionation | 38% | Joint venture |
| New Energies | ||||
| Metrogas <br>(2) | Argentina | Distribution of natural gas | 70% | Subsidiary |
| Metroenergía | Argentina | Commercialization of natural gas | 71.50% | Subsidiary |
| Y-TEC | Argentina | Research and development of technology | 51% | Subsidiary |
| YPF Ventures | Argentina | Corporate investments | 100% | Subsidiary |
| YPF EE | Argentina | Generation of electric power | 75% | Joint venture |
| CT Barragán | Argentina | Generation of electric power | 50% | Joint venture |
| CDS <br>(6) | Argentina | Generation of electric power | 10.25% | Associate |
| Central Administration and Others | ||||
| AESA | Argentina | Engineering and construction services | 100% | Subsidiary |
| YPF Digital | Argentina | Digital development services and solutions | 100% | Subsidiary |
| (1) | Held directly by YPF and indirectly through its subsidiaries. | |||
| --- | --- | |||
| (2) | See Note 35.c.3) “Note from ENARGAS related to YPF’s equity interest in Metrogas” section. | |||
| --- | --- | |||
| (3) | In December 2024, YPF together with Pan American Sur S.A., Vista Energy S.A.U. and Pampa Energía S.A. signed a shareholders’ agreement to form a new company, VMOS which main purpose is the construction of the “Vaca Muerta Sur Project”, an oil transportation infrastructure project. VMOS has granted stock options to Pluspetrol S.A., Chevron Argentina S.R.L., CDC ApS, Shell Compañía Argentina de Petróleo S.A., Shell Overseas Investments B.V., Gas y Petróleo del Neuquén S.A. and Tecpetrol S.A. During 2025, the aforementioned companies have exercised such stock options becoming shareholders of VMOS. | |||
| --- | --- | |||
| (4) | See Note 3. | |||
| --- | --- | |||
| (5) | See Note 34.d). | |||
| --- | --- | |||
| (6) | Additionally, the Group has a 22.36% indirect holding in capital stock through YPF EE. | |||
| --- | --- | |||
| (7) | In 2025, drilling of the committed exploratory well in the Charagua block in Bolivia concluded, resulting in a dry well. As of the date of issuance of these consolidated financial statements, all contractual commitments associated with said concession have been fulfilled. | |||
| --- | --- |
Table of Contents
| F - <br>9 | |
|---|---|
| YPF SOCIEDAD ANONIMA | |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br><br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
| 2. | BASIS OF PREPARATION OF THE CONSOLIDATED FINANCIAL STATEMENTS |
|---|
2.a) Applicable accounting framework
The consolidated financial statements of the Company for the fiscal year ended December 31, 2025 are presented in accordance with the IFRS as issued by the IASB. The fiscal year of the Company begins on January 1 and ends on December 31 of each year.
2.b) Material accounting policies
2.b.1) Basis of preparation and presentation
Functional currency
YPF’s functional currency is the U.S. dollar, which has been determined pursuant to the guidelines set out in IAS 21 “The effects of changes in foreign exchange rates”.
Transactions in currencies other than the functional currency of the Company are considered as transactions in foreign currency and are initially recognized in the functional currency using the exchange rate at the date of the transaction (or, for practical reasons, and when the exchange rate has not changed significantly, the average exchange rate of each month). At the end of each reporting period, or at the date of settlement: (i) monetary items in foreign currency are translated at the exchange rate on such date and the exchange differences arising from such translation are recognized in the “Net financial results” line item in the statement of comprehensive income for the period in which they arise; and (ii) non-monetary items in foreign currency which are measured in terms of its historical cost, as well as results, are valued in functional currency using the exchange rate at the date of the transaction.
The effects of translating the results and financial position of subsidiaries, associates and joint ventures with functional currency other than the U.S. dollar are recorded in the “Other comprehensive income” line item in the statement of comprehensive income for the period in which they arise.
In the event of total or partial disposal of a subsidiary (resulting in loss of control), an associate or a joint venture whose functional currency is not the U.S. dollar, the translation differences accumulated in the “Other comprehensive income” account in the statement of changes in shareholders’ equity are reclassified to profit or loss for the period. In the event of partial disposal of a subsidiary not resulting in loss of control, the proportionate share of the accumulated translation differences is reclassified to the “non-controlling interest” account in the statement of changes in shareholders’ equity.
Presentation currency
The information included in these consolidated financial statements is presented in U.S. dollars, which is the Company’s functional currency.
The consolidated financial statements used by YPF for statutory, legal and regulatory purposes in Argentina are those in pesos and filed with the CNV and approved by the Board of Directors and authorized to be issued on February 26, 2026.
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| F - <br>10 | |
|---|---|
| YPF SOCIEDAD ANONIMA | |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br> <br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
| 2. | BASIS OF PREPARATION OF THE CONSOLIDATED FINANCIAL STATEMENTS (cont.) |
|---|
Financial information of subsidiaries, associates and joint ventures with a functional currency of a hyperinflationary economy
Under IAS 29 “Financial reporting in hyperinflationary economies”, the financial statements of an entity whose functional currency is the currency of a hyperinflationary economy have to be restated in terms of the measuring unit current (“inflation-adjusted currency”) at the end of the reporting period.
IAS 29 describes certain quantitative and qualitative factors to be considered to determine whether or not an economy is hyperinflationary. Based on such evaluation, it was concluded that the application of adjustment for inflation had to be resumed; and Law No. 27,468 published in the BO on December 4, 2018, established that annual, for interim and special periods financial statements closing on or after December 31, 2018, are to be filed with the CNV in inflation-adjusted currency, as set out in IAS 29.
Financial statements of subsidiaries with a functional currency of a hyperinflationary economy are restated in compliance with IAS 29 before they are included in the consolidated financial statements of their parent company whose functional currency is of a non-hyperinflationary economy (U.S. dollar in the case of YPF), without restating the comparative figures.
Subsequently, the results and financial position of such subsidiaries are translated into U.S. dollars at the exchange rate at the closing date of their financial statements. The effect of restatement of comparative figures, which are presented as amounts in inflation-adjusted currency in the financial statements of the previous fiscal year, and which are not adjusted to reflect subsequent variations in general levels of prices or exchange rates are recognized in the “Result from net monetary position in subsidiaries, associates and joint ventures” line under the “Other comprehensive income” line item in the statement of comprehensive income.
These criteria are also applied by the Group for its investments in associates and joint ventures.
When an economy ceases to be hyperinflationary and, therefore, the entity no longer restates its financial statements according to IAS 29, it will use as historical costs the amounts restated to the inflation-adjusted currency at the date the entity ceased restating its financial statements.
Current and non-current classification
The presentation in the statement of financial position makes a distinction between current and non-current assets and liabilities, according to the activities’ operating cycle.
Current assets and liabilities include assets and liabilities that are realized or settled in the 12-month period following the end of the reporting period. All other assets and liabilities are classified as non-current.
Accounting criteria
These consolidated financial statements have been prepared under the historical cost approach, except for financial assets measured at fair value through profit or loss (see Note 2.b.7)).
Non-monetary assets and liabilities of subsidiaries with the peso as functional currency were restated to the closing currency.
Consolidation policies
The Group consolidates in the financial statements all subsidiaries over which it exercises control and eliminates intragroup balances and transactions, which are those between consolidated entities. The Group controls an entity when it is exposed to or is entitled to the variable returns arising from its interest in the entity and has the ability to affect those returns through its power over the entity, as defined in IFRS 10.
Table of Contents
| F - 1<br>1 | |
|---|---|
| YPF SOCIEDAD ANONIMA | |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br> <br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
| 2. | BASIS OF PREPARATION OF THE CONSOLIDATED FINANCIAL STATEMENTS (cont.) |
|---|
For the consolidation, the most recent financial statements available of the subsidiaries as of the end of each period are used, considering significant subsequent events and transactions and/or available management information and the transactions between YPF and the subsidiaries that would have produced changes in the equity of the latter. The issuance date of the most recent financial statements of certain companies of the Group may differ from the issuance date of those of YPF, mainly for administrative reasons. Additionally, the accounting principles and criteria used by these companies have been homogenized, where appropriate, with those used by YPF, with the aim of presenting the consolidated financial statements based on uniform measurement and presentation standards.
The Company holds 100% of capital of the consolidated companies, with the exception of the holdings in Y-TEC (51%), Metrogas (70%) and OPESSA (99.99%) (see Note 1). The Company concluded that there are no significant non-controlling interests requiring the disclosure of additional information, as set out in IFRS 12 “Disclosure of interests in other entities”.
Joint operations
Interests in JO and other agreements defined as joint operations when the parties have rights to the assets and obligations for the liabilities relating to the joint arrangement, have been recognized on the basis of the share of assets, liabilities, income and expenses related to each joint arrangement in accordance with IFRS 11, and are presented in the statement of financial position and in the statement of comprehensive income, depending on their specific nature. The main JO and other agreements are described in Note 30.
Business combinations
The Group analyzes whether the assets acquired and liabilities assumed in a purchase transaction qualify as a business combination in accordance with IFRS 3 “Business combinations”. Business combinations are accounted for using the acquisition method, which requires, among others, the recognition and measurement at fair value of the identifiable assets acquired, the liabilities assumed and any non-controlling interest. The excess of the consideration transferred over such fair value is recognized as goodwill and the shortfall as a gain in profit or loss for the period.
In a business combination achieved in stages, the carrying amount of the previous interest in the acquiree is measured at fair value at the acquisition date, and the resulting gain or loss, if any, is recognized in profit or loss for the period. Likewise, the translation differences accumulated in the “Other comprehensive income” account in the statement of changes in shareholders’ equity recognized by the previous interest in the acquiree are reclassified to profit or loss for the period.
When the assets acquired are not a business, the Group accounts for the transaction as the acquisition of an asset.
2.b.2) Intangible assets
Intangible assets are initially recognized at cost. After initial recognition, the asset is carried at its cost less amortization and any impairment loss, in accordance with the cost model under IAS 38 “Intangible assets”.
The estimated useful life and the amortization method of each class of intangible asset are revised annually at the end of each fiscal year and, if appropriate, are adjusted prospectively. The recoverability of these assets is revised as set out in Note 2.b.5).
The Group has no intangible assets with indefinite useful lives as of December 31, 2025, 2024 and 2023.
The main intangible assets of the Group are as follows:
Service concessions
The Group classifies hydrocarbon transportation concessions granted under the Hydrocarbons Law and meeting the conditions established in IFRIC 12 “Service concession arrangements” as intangible assets (see Note 35.a.1)). These assets are amortized using the straight-line method throughout the term of said concessions.
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| F -<br><br>1<br>2 | |
|---|---|
| YPF SOCIEDAD ANONIMA | |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br> <br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
| 2. | BASIS OF PREPARATION OF THE CONSOLIDATED FINANCIAL STATEMENTS (cont.) |
|---|
Hydrocarbon transportation concessions that do not meet the conditions established in IFRIC 12, mainly those concessions granted after Decree No. 115/2019, are classified in the “Property, plant and equipment” line item in the statement of financial position (see Note 35.a.1)).
Exploration rights and hydrocarbon resources
Exploration rights and hydrocarbon resources include all the activities required for the search for hydrocarbons, costs associated with the acquisition of exploration permits (see Note 35.a.1)) and acquired unproven hydrocarbon resources.
The Group classifies exploration rights and hydrocarbon resources as intangible assets in compliance with IFRS 6 “Exploration for and evaluation of mineral resources”. These assets are not amortized as they are related to investments in fields in evaluation stage.
Exploration costs (geological and geophysical expenses, maintenance costs and other costs relating to the exploration activity), excluding exploratory drilling costs that are capitalized in the “Exploratory drilling in progress” account of the “Property, plant and equipment” line item in the statement of financial position (see Note 2.b.3)), are charged to net income in the statement of comprehensive income.
When the technical reliability and commercial viability of hydrocarbon field exploitation is demonstrable, these assets are reclassified to the “Mining property, wells and related equipment” account of the “Property, plant and equipment” line item in the statement of financial position.
Other intangible assets
The Group classifies as intangible assets mainly all acquisition costs of software licenses and development costs of software applications. These assets are amortized using the straight-line method based on the estimated useful life of each type of asset, which is 5 years on average.
2.b.3) Property, plant and equipment
Property, plant and equipment are initially recognized at cost. The initial cost of the asset comprises its cost of acquisition, construction and any other cost directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating, and, if appropriate, the estimate of hydrocarbon wells abandonment costs. After initial recognition, the asset is carried at its cost less any accumulated depreciation and any impairment losses, in accordance with the cost model under IAS 16 “Property, plant and equipment”.
For assets requiring long-term construction to bring them to the conditions required for their use, borrowing costs related to third-party financing are capitalized until the asset is ready to be used, in accordance with the Group’s average debt rate.
Subsequent costs allowing to recover service capacity to achieve continued operation, extend the useful life and/or increase the production capacity of the assets are included in the carrying amount of the assets, or are recognized as a separate asset. Major overhauls are capitalized and depreciated by the straight-line method until the next major overhaul.
Repair, conservation and ordinary maintenance expenses are charged to net income in the statement of comprehensive income in the period in which they are incurred.
The recoverability of these assets is revised as set out in Note 2.b.5).
Any gain or loss arising from the disposal of an asset is charged to net income in the statement of comprehensive income in the period in which such asset is derecognized.
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|---|---|
| YPF SOCIEDAD ANONIMA | |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br> <br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
| 2. | BASIS OF PREPARATION OF THE CONSOLIDATED FINANCIAL STATEMENTS (cont.) |
|---|
Oil and natural gas production activities
The Group recognizes oil and natural gas exploration and production activities using the successful efforts method. Costs arising from the acquisition of exploitation concessions in areas with proved and unproved reserves are capitalized in the “Mining property, wells and related equipment” account of the “Property, plant and equipment” line item in the statement of financial position. Costs associated with exploration permits are classified as “Exploration rights and hydrocarbon resources” of the “Intangible assets” line item in the statement of financial position.
Exploration costs, excluding costs associated with exploratory wells, are charged to net income in the statement of comprehensive income. Costs of drilling exploratory wells, including stratigraphic test wells, are capitalized in the “Exploratory drilling in progress” account of the “Property, plant and equipment” line item in the statement of financial position until the existence of proved reserves justifying their commercial development is determined. If such reserves are not found, those drilling costs are charged to net income in the statement of comprehensive income. Occasionally, upon drilling completion, it may be determined that an exploratory well has reserves that cannot yet be classified as proved reserves. In such cases, the drilling cost of the exploratory well remains capitalized if the well has found a volume of reserves that justifies its development as a productive well, and if sufficient progress has been made in assessing the reserves as well as the economic and operating viability of the project. If any of the mentioned conditions is not met, the exploratory well cost is charged to net income in the statement of comprehensive income. In addition to the above, the exploratory activity involves, in many cases, the drilling of multiple wells in the course of several years in order to evaluate projects completely. Therefore, some exploratory wells may be subject to evaluation for prolonged periods, until a conclusion is reached concerning the wells and any additional exploratory activities required to evaluate and quantify the reserves related to each project. As of December 31, 2025, the Group has no significant exploratory well costs under evaluation for a period longer than 1 year.
Drilling costs of development wells and dry development wells, and installation costs associated with the development of oil and natural gas reserves are capitalized in the “Mining property, wells and related equipment” account of the “Property, plant and equipment” line item in the statement of financial position.
Depreciation methods and useful lives
The estimated useful life and the depreciation method of each class of asset are revised annually at the end of each fiscal year and, if appropriate, are adjusted prospectively.
Assets related to oil and natural gas production activities are depreciated as follows:
| - | The capitalized costs related to productive activities are depreciated by field, on a <br>unit-of-production<br> method by applying the ratio of produced oil and natural gas to the proved and developed oil and gas reserves. |
|---|---|
| - | Capitalized costs related to acquisition of mining property and extension of concessions with proved reserves are depreciated by field, using the <br>unit-of-production<br> method, by applying the ratio of produced oil and natural gas to total proved oil and gas reserves. |
| --- | --- |
Depreciations are adjusted based on changes in the estimates of proved oil and gas reserves after the date of disclosure of such changes. The Group revises the estimates of oil and gas reserves at least once a year, see Note 2.c) “Oil and gas reserves” section.
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| YPF SOCIEDAD ANONIMA | |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br> <br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
| 2. | BASIS OF PREPARATION OF THE CONSOLIDATED FINANCIAL STATEMENTS (cont.) |
|---|
All other assets not directly affected to oil and natural gas production are depreciated using the straight-line method calculated based on the estimated useful life of each class of asset, as described below:
| Years of<br><br> <br>estimated useful<br><br> <br>life | |
|---|---|
| Buildings and other constructions | 50 |
| Refinery equipment and petrochemical plants | 20-25 |
| Infrastructure for natural gas distribution | 20-50 |
| Transportation equipment | 5-35 |
| Furniture, fixtures and installations | 10 |
| Selling equipment | 10 |
| Other property | 10 |
Land is classified separately from buildings or facilities that may be located on it, and as it is deemed to have an indefinite useful life, it is not subject to depreciation.
Costs related to hydrocarbon wells abandonment obligations
Costs related to hydrocarbon wells abandonment obligations are capitalized at discounted values along with their related assets and are depreciated using the unit-of-production method. In compensation, a liability is recognized for such concept at the same estimated value of the discounted payable amounts. Changes in the estimates of discounted payable amounts are made considering the current costs based on the best internal and external information available. Those changes are recognized pursuant to the guidelines set out in IFRIC 1 “Changes in existing decommissioning, restoration and similar liabilities”, which indicates that changes in liabilities will be added to or deducted from the cost of the asset corresponding to the current period, considering that, if the decrease in liabilities exceeds the carrying amount of the assets, such excess will be recognized in net income in the statement of comprehensive income.
2.b.4) Leases
As lessee, the Group recognizes, measures and discloses lease liabilities and right-of-use assets in compliance with IFRS 16 “Leases”. The definition of lease is mainly related to the concept of control. In accordance with IFRS 16, the Group distinguishes between lease contracts and service contracts on the basis of whether an identified asset is under the customer’s control, which exists if the customer has the right to: (i) obtain substantially all of the economic benefits from the use of the asset, and ii) direct the use of the asset.
Lease liabilities are measured as the aggregate amount of future lease payments discounted at the lessee’s incremental borrowing rate (“discount rate”) at the date of initial recognition of each contract. Subsequently, the Group recalculates the lease liabilities to reflect any lease revision or modification or any revision of the so-called
“in-substance” fixed payments, applying, if applicable, a revised discount rate.
Right-of-use assets are measured using the cost model under IAS 16 (see Note 2.b.3)) and are initially recognized as the sum equal to the initial measurement of the lease liability considering prepayments net of lease incentives, initial direct costs and estimated dismantling and restoration costs. Right-of-use assets are depreciated using the straight-line method based on the term of the lease established in each contract, unless the useful life of the underlying asset is shorter or if there is another more representative basis.
The recoverability of right-of-use assets is revised as set out in Note 2.b.5).
The Group continues to recognize short-term leases and leases of low-value underlying assets as expenses in net income in the statement of comprehensive income in accordance with the option specified under IFRS 16, except for those that are capitalized. Variable lease payments related to the underlying asset performance and/or use of asset are recognized in net income in the statement of comprehensive income.
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| YPF SOCIEDAD ANONIMA | |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br> <br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
| 2. | BASIS OF PREPARATION OF THE CONSOLIDATED FINANCIAL STATEMENTS (cont.) |
|---|
2.b.5) Impairment of property, plant and equipment, intangible assets and right-of-use assets
At the closing date of each period, the Group reviews if there is any indication that these assets may have suffered impairment loss or recovery of an impairment loss recognized in previous periods. If such an indication exists, the recoverable amount of the asset is estimated. To such effect, the Group compares their carrying amount with their recoverable amount.
Such assets are grouped into CGUs, the smallest identifiable group of assets generating cash inflows or cash flows independent from those generated by other assets or groups of assets, taking into account regulatory, economic, operational, and commercial conditions.
The assets of the Group’s main CGUs are grouped into: (i) CGUs separated by basins if they correspond to assets of fields with reserves primarily of gas; (ii) a single CGU if they correspond to assets of fields with reserves primarily of oil; and (iii) a single CGU if they correspond to assets affected to oil refining, production of petrochemical products and their commercialization. Changes in regulatory, economic, operating and commercial conditions may alter the grouping of assets into CGUs. A different grouping of assets may result in different estimates of the recoverable amounts of those assets, and, therefore, generate losses or recoveries of additional impairment losses.
If the carrying amount exceeds the recoverable amount of a CGU, an impairment loss is recognized for such excess in value in operating profit or loss in the statement of comprehensive income. Impairment losses are distributed among the CGU’s assets pro rata to their carrying amounts, which are taken into account to calculate depreciation or amortization.
The reversal of an impairment loss is recognized in operating profit or loss in the statement of comprehensive income. To such effect, the carrying amount of the CGU is increased to the revised estimate of its recoverable amount, so that this new amount does not exceed the carrying amount without considering the impairment loss recognized in previous periods.
In compliance with IFRS 6, the recoverability of exploration rights and hydrocarbon resources recognized in the “Intangible assets” line item in the statement of financial position not assigned to a CGU is assessed separately when facts and circumstances suggest that the carrying amount of those assets may exceed their recoverable amount and/or prior to their reclassification to the “Mining property, wells and related equipment” account of the “Property, plant and equipment” line item in the statement of financial position. See Note 2.b.2).
Measuring the recoverable amount
The recoverable amount for each CGU is determined as the higher of (i) its fair value less costs of disposal, i.e. the price that would be received in an orderly transaction between market participants to sell the asset, less the costs of disposal of such assets, if such value is available, reasonably reliable and based on recent negotiations with potential buyers or similar transactions, and (ii) its value in use, i.e. the projections of cash flows generated by the exploitation of the assets, based on the best estimates of income and expenses available in relation to the economic conditions that will prevail during the remaining useful life of the assets, using past results and forecasts of business evolution and market development, discounted at a rate that reflects the weighted average cost of the capital employed.
The assessment of particular circumstances and the variables used in cash flow projections for calculating value in use requires the use of estimates, see Note 2.c).
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| YPF SOCIEDAD ANONIMA | |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br> <br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
| 2. | BASIS OF PREPARATION OF THE CONSOLIDATED FINANCIAL STATEMENTS (cont.) |
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2.b.6) Investments in associates and joint ventures
Associates and joint ventures are accounted for using the equity method. According to this method, the investment is initially recognized at cost in the “Investments in associates and joint ventures” line item in the statement of financial position, and its carrying amount increases or decreases to recognize the investor’s interest in the profit or loss of the associate or joint venture after the acquisition date, which is reflected in the “Income from equity interests in associates and joint ventures” line item in the statement of comprehensive income. Additionally, its carrying amount increases or decreases to recognize contributions and dividends which have affected the equity of the associate or joint venture. The investment includes, if applicable, the goodwill identified in the acquisition.
Joint arrangements under which the Group has contractually agreed to exercise the joint control with another party are classified either as joint ventures when the parties have rights over the net assets of the joint arrangement, or as joint operations when the parties have rights over the assets and obligations for the liabilities relating to the joint arrangement, see Note 2.b.1) “Joint operations” section.
Investments in entities over which an investor may exert significant influence, but not control or joint control, are classified as associates.
Investments in associates and joint ventures have been valued based on the most recent financial statements available as of the end of each period, considering significant subsequent events and transactions and/or available management information and transactions between the Group and such related companies that could have produced changes in the equity of the latter, see Note 2.b.1) “Consolidation policies” section.
Interest in companies with negative equity are presented under the “Other liabilities” line item in the statement of financial position.
At the closing date of each period, the Group reviews if there is any indication that these investments may have suffered an impairment in value or recovery of an impairment loss recognized in previous periods. If such an indication exists, the recoverable amount of the investment is estimated. In the event of recognition of impairment in value or recovery of an impairment loss recognized in previous periods, it is recognized in the “Income from equity interests in associates and joint ventures” line item in the statement of comprehensive income.
2.b.7) Financial instruments
The Group’s classification of financial assets is determined by the business model for the management of such assets and the characteristics of contractual cash flows.
A financial asset is measured at amortized cost if the following conditions are met: (i) the objective of the Group’s business model is to hold the asset to collect the contractual cash flows; and (ii) the contractual terms establish payments, on specific dates, solely of principal and interest. These financial assets are initially recognized at fair value plus costs of the transaction incurred and are subsequently measured at amortized cost using the effective interest rate method less any impairment losses. Profit or loss arising from derecognition, modifications, reclassifications at fair value through profit or loss, impairment in value, or from applying the effective interest rate are recognized in the “Net financial results” line item in the statement of comprehensive income.
If a financial asset fails to meet any of the above conditions to be measured at amortized cost, it is measured at fair value through profit or loss. These financial assets are initially recognized at fair value and the costs of the transaction incurred are recognized as expenses in net income in the statement of comprehensive income. Changes in the fair value and results from the sale of these assets are recognized in the “Net financial results” line item in the statement of comprehensive income.
The purchase and sale of financial assets are recognized at the date in which the Group undertakes to purchase or sell those assets. The Group reclassifies financial assets only when the business model used to manage such assets changes.
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| YPF SOCIEDAD ANONIMA | |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br> <br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
| 2. | BASIS OF PREPARATION OF THE CONSOLIDATED FINANCIAL STATEMENTS (cont.) |
|---|
Financial liabilities are initially recognized at fair value less costs of the transaction incurred and are subsequently measured at amortized cost using the effective interest rate method. Interest on debt instruments is recognized in the “Net financial results” line item in the statement of comprehensive income, except for interest that is capitalized.
In general, the Group uses the transaction price to determine the fair value of a financial instrument on initial recognition.
Impairment of financial assets
The Group evaluates the impairment of its financial assets measured at amortized cost using the expected credit loss model, recognizing in profit or loss for the period the amount of change in the expected credit losses during the lifetime of the financial asset, as an impairment gain or loss in the “Provision for doubtful receivables” account in operating profit or loss in the statement of comprehensive income, and applying the simplified approach allowed under IFRS 9 “Financial instruments” for receivables.
Under IFRS 9, expected credit losses are estimated by preparing a matrix based on maturity tranches, grouping the financial assets by type of customer: (i) related parties; (ii) public sector; and (iii) private sector. These groups are subsequently divided into sub-groups based on special characteristics indicative of the repayment capacity, such as: (i) payment defaults; (ii) existence of guarantees; and (iii) existence of a legal proceeding already initiated or in process of initiation for collection purposes, among others. Once each group is defined, an expected credit loss rate is assigned, which is calculated on the basis of the historical payment performance adjusted to current economic conditions and forecasts of future economic conditions.
Derecognition and offsetting
Financial assets are derecognized when the rights to receive cash flows from such investments and the risks and benefits related to their ownership have expired or have been transferred.
Financial liabilities are derecognized when they have extinguished, i.e. when the obligation has been paid or canceled, or has expired. In addition, the Group will account for an exchange of financial instruments with substantially different terms as an extinguishment of the original financial liability, recognizing a new financial liability. Similarly, the Group will account for a substantial modification in the current terms of a financial liability as an extinguishment of the financial liability and the recognition of a new financial liability.
Financial assets and liabilities offset each other when there is a legally enforceable right to set off such assets and liabilities and there is an intention to settle them on a net basis, or to realize the asset and settle the liability simultaneously.
2.b.8) Inventories
Inventories are valued at the lower of cost and net realizable value. Cost includes costs of purchase (less trade discounts, rebates and other similar items), costs of conversion, and other costs which have been incurred in bringing the inventories to their present location and condition for their sale according to the nature of the asset. The net realizable value is the estimated selling price in the ordinary course of business less costs to sell.
In the case of refined products, costs are allocated in proportion to the selling price of such products (isomargin method) due to the difficulty of recognizing the production costs for each product on an individual basis.
The Group assesses the net realizable value of inventories at the end of each period, charging the corresponding value adjustment to net income in the statement of comprehensive income when it exceeds their net realizable value, and reversing such adjustment when the circumstances that caused it change.
2.b.9) Cash and cash equivalents
In the statement of cash flows, cash and cash equivalents include cash in hand, demand deposits with banks and other short-term highly liquid investments with original maturities of up to 3 months. They do not include account overdrafts, which are presented as loans.
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| YPF SOCIEDAD ANONIMA | |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br> <br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
| 2. | BASIS OF PREPARATION OF THE CONSOLIDATED FINANCIAL STATEMENTS (cont.) |
|---|
2.b.10) Shareholder’s equity
The “Capital” and “Treasury shares” accounts in the statement of changes in shareholders’ equity are made up of shares of common stock held at nominal value. The difference between the subscribed amount of capital increases and the nominal value of issued shares is presented in the “Issuance premiums” account in the statement of changes in shareholders’ equity.
When the Company buys its own shares to comply with equity-settled share-based benefit plans, the cost incurred is presented in the “Acquisition cost of treasury shares” account in the statement of changes in shareholders’ equity. The amount accrued from share-based benefit plans is presented in the “Share-based benefit plans” account in the statement of changes in shareholders’ equity. The difference between such cost incurred and the amount accrued from share-based benefit plans is presented in the “Share trading premium” account in the statement of changes in shareholders’ equity. See Note 2.b.11).
2.b.11) Share-based benefit plans
The Group maintains share-based benefit plans with the characteristics mentioned in Note 37. Such plans are recorded in accordance with the guidelines set out in IFRS 2 “Share-based payments”.
| - | Equity-settled share-based payment transactions are recognized as a straight-line expense over the period of service based on the Group’s estimate of the number of equity instruments that will eventually vest considering their fair value at the grant date, with an offsetting credit entry in the “Share-based benefit plans” account in the statement of changes in shareholders’ equity. At the end of each period, the Group reviews its estimate according to the number of equity instruments it expects will vest based on the grant conditions specified under the respective share-based benefit plan. |
|---|---|
| - | Cash-settled share-based payment transactions are recognized as a straight-line expense over the period of service based on the Group’s estimate of the number of equity instruments that will eventually vest with an offsetting entry in the “Salaries and social security” line item in the statement of financial position, measured at fair value. Changes in the fair value of the liability are recognized in net income in the statement of comprehensive income. At the end of each period, the Group reviews its estimate according to the number of equity instruments it expects will vest based on the <br>non-market<br> vesting conditions. The impact of the revision of the original estimates, if applicable, is recognized in the statement of comprehensive income. |
| --- | --- |
2.b.12) Revenues
Revenues from contracts with customers
Under IFRS 15 “Revenues from contracts with customers”, the Group identifies the main contracts with customers and assesses the goods and services involved in them to determine the performance obligations and their classification into obligations that are satisfied at a point in time and over time.
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| YPF SOCIEDAD ANONIMA | |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br> <br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
| 2. | BASIS OF PREPARATION OF THE CONSOLIDATED FINANCIAL STATEMENTS (cont.) |
|---|
In contracts related to the sale of goods, revenue is recognized when control of the goods is transferred to the end customer, which occurs when the physical possession of the goods is transferred at the point of delivery based on the contractual terms of the agreements. When the performance obligation is satisfied at a given point in time, the Group recognizes as revenue the transaction price, which is the amount of consideration to which it expects to be entitled in exchange for those goods based on the selling price of each good.
Service contracts and construction contracts establish performance obligations that are satisfied over time. In the case of service contracts, revenue is recognized as the services are effectively provided and in accordance with the contractual terms of the agreements. In the case of construction contracts, revenue is recognized by measuring the degree of progress towards complete satisfaction, where such satisfaction may be reliably measured using the input method as the most appropriate method based on the contractual terms of the agreements and considering the final estimated margin of each project and its degree of progress by the end of the period.
Additionally, and in accordance with the requirements of IFRS 15, revenues are broken down as described in Note 25.
Income from National Government incentive programs
Under IAS 20 “Accounting for government grants and disclosure of government assistance”, grants awarded by the National Government are recognized at fair value when there is reasonable assurance that the grants will be received and that the conditions attached to the grant will be complied with.
Income from National Government grants are disclosed in the “National Government incentives” line under the “Revenues” line item in the statement of comprehensive income.
In accordance with the requirements set out in IAS 20, the nature and characteristics of National Government grants are described in Notes 35.f) and 36.
2.b.13) Non-current assets held for sale
Non-current assets (or disposal group) are classified as held for sale if their carrying amount will be recovered through a sale or disposal transaction rather than through continued use. This condition is considered fulfilled only when the sale or disposal transaction is highly probable and the non-current asset (or disposal group) is available for immediate sale in its current condition. The liabilities of a disposal group classified as held for sale are presented separately from other liabilities in the statement of financial position.
As provided for in IFRS 5 “Non-current assets held for sale and discontinued operations”, for the sale transaction to be highly probable the appropriate level of the Company’s Management must be committed to a plan to sell the asset (or disposal group) and an active program to find a buyer and complete such plan must have been actively initiated. Further, the asset (or disposal group) must be actively marketed for sale at a price that is reasonable in relation to its fair value less costs to sell. In addition, the sale transaction should also be expected to meet the conditions to be recognized as a completed sale within 1 year from the date of classification, with the exceptions permitted by IFRS 5, and the activities required to complete the sale plan should indicate that significant changes to the sale plan are unlikely to be made or that it will be canceled.
An extension of the period required to complete a sale does not prevent an asset (or disposal group) from being classified as held for sale, if the delay is caused by events or circumstances beyond the entity’s control and there is sufficient evidence that the entity remains committed to its plan to sell the asset (or disposal group).
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| YPF SOCIEDAD ANONIMA | |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br> <br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
| 2. | BASIS OF PREPARATION OF THE CONSOLIDATED FINANCIAL STATEMENTS (cont.) |
|---|
Non-current assets (or disposal group) classified as held for sale are measured at the lower of the carrying amount and fair value less costs to sell. Immediately prior to the classification of a non-current asset (or disposal group) as held for sale, the carrying amount of the non-current asset (or disposal group) is measured in accordance with applicable IFRS, including IAS 36 “Impairment of assets”. The Group recognizes an impairment loss of the asset (or disposal group) up to fair value less costs to sell. The Group recognizes a gain for any subsequent increase arising from the measurement of fair value less costs to sell of an asset (or disposal group), but not in excess of any accumulated impairment loss previously recognized. A gain or loss not previously recognized on the date of sale of the non-current asset (or disposal group) is recognized at the date of derecognition.
The Group does not depreciate or amortize non-current assets (or disposal group) while classified as held for sale. However, interest and other expenses attributable to liabilities associated with non-current assets (or disposal group) classified as held for sale continue to be recognized in the statement of comprehensive income.
The Group considers that an impairment loss indicator exists under IAS 36 when a non-current asset (or disposal group) meets all the requirements of IFRS 5 to be classified as held for sale prior to the approval of the issuance of the financial statements (but not at the end of the reporting period), and the carrying amount of such non-current asset (or disposal group) exceeds its fair value less costs of disposal. In this case, the Group is required to perform an impairment review of such non-current asset (or disposal group) separately from its CGU and, if necessary, an impairment loss is recognized in accordance with IAS 36.
2.b.14) New standards issued
As required by IAS 8 “Accounting policies, changes in accounting estimates and errors”, below is a summary of the standards and interpretations issued by the IASB:
| • | Standards and interpretations, the application of which is mandatory from January<br><br><br><br>1, 2025 and which have been adopted by the Group, if applicable |
|---|
Amendments to IAS 21 - Lack of exchangeability
In August 2023, the IASB issued amendments to IAS 21 related to the methodology to be applied where there is a lack of exchangeability between two currencies, which are applicable for fiscal years beginning on or after January 1, 2025.
These amendments eliminate the applicable methodology described in IAS 21 where there was a temporary lack of exchangeability between two currencies, and introduce the definition of exchangeability between currencies and an analysis approach that requires each entity to identify whether a currency is exchangeable into another currency for each specific purpose for which such currency would be obtained following a series of parameters, such as an assessment of whether the currency is obtained within an ordinary administrative period, the ability to obtain said currency, among others. Once the absence of exchangeability between two currencies has been identified, the exchange rate should be estimated to represent that which would be obtained in an orderly transaction between market participants and which reflects economic conditions. These amendments do not specify a methodology for estimating the exchange rate to be used, which must be developed by each entity.
Additionally, these amendments incorporate disclosure requirements such as a description of the restrictions giving rise to the absence of exchangeability, a qualitative and quantitative description of the transactions involved, the types of exchange rates used and their estimation method, a description of the risks to which the entity is exposed due to the absence of exchangeability, among others.
The adoption of the aforementioned amendments has not had effect on the Group’s consolidated financial statements.
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| YPF SOCIEDAD ANONIMA | |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br> <br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
| 2. | BASIS OF PREPARATION OF THE CONSOLIDATED FINANCIAL STATEMENTS (cont.) |
|---|---|
| • | Standards and interpretations issued by the IASB whose application is not mandatory at the closing date of these consolidated financial statements and have not been adopted by the Group |
| --- | --- |
On August 15, 2023, CNV General Resolution No. 972/2023 was published in the BO, which provides that the early adoption of the IFRS and/or their amendments will not be allowed for issuers filing financial statements with the CNV, unless specifically allowed by such agency. In this sense, the Group did not apply these IFRS and/or its modifications in advance.
IFRS
18 “Presentation and disclosure in financial statements”
In April 2024, the IASB issued IFRS 18, which replaces IAS 1, with the objective of providing better information on the financial performance of entities, improving their comparability, which is applicable for fiscal years beginning on or after January 1, 2027.
IFRS 18 introduces the following information requirements that can be distinguished into 2 main groups:
| - | To group income and expenses into 3 defined categories: (i) operating; (ii) financing; and (iii) investing, and include certain defined subtotals, such as the operating result and the result before financing and income tax, with the aim of improving the comparability of the statement of comprehensive income. |
|---|---|
| - | In the event of including performance measures defined by management, the entity must disclose the reason why said measures are useful to users of financial statements, their method of calculation, a reconciliation between to the most directly comparable subtotal from the statement of comprehensive income, among others. |
| --- | --- |
Additionally, IFRS 18 establishes more detailed guidance on how to organize information within the financial statements and whether it should be provided in the primary financial statements or in the notes, with the aim of improving the grouping of information in the financial statements.
As of the date of issuance of these consolidated financial statements, the Group is in the process of evaluating the effects of the application of IFRS 18, which it anticipates will be significant with respect to disclosures and changes of presentation in the financial statements.
Amendments to IFRS 9 and IFRS 7 - Amendments to the classification and measurement of financial instruments
In May 2024, the IASB issued amendments to IFRS 9 and IFRS 7 related to certain issues regarding the classification and measurement requirements of IFRS 9 and the disclosure requirements of IFRS 7, which are applicable for fiscal years beginning on or after January 1, 2026:
| - | Introduce an accounting policy option for the derecognition of a financial liability when settlement is made through an electronic payment system and certain conditions are met. |
|---|---|
| - | Clarify on certain assessments that an entity must perform on its financial assets, for example to determine whether a financial instrument contains contractual cash flows that are solely payments of principal and interest, or whether it also contains covenants of a contingent nature that could significantly change the timing or amount of contractual cash flows. |
| --- | --- |
| - | Establish amendments to an entity’s disclosures about investments in equity instruments measured at fair value through other comprehensive income, and the requirement to disclose contractual terms that could change the timing or amount of contractual cash flows in certain circumstances. |
| --- | --- |
As of the date of issuance of these consolidated financial statements, the Group anticipates that the implementation of these amendments will have no significant impact on its financial statements.
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| YPF SOCIEDAD ANONIMA | |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br> <br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
| 2. | BASIS OF PREPARATION OF THE CONSOLIDATED FINANCIAL STATEMENTS (cont.) |
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Annual Improvements to IFRS - Volume 11
In July 2024, the IASB issued Volume 11 of the cycle of annual improvements which are applicable for fiscal years beginning on or after January 1, 2026. In general terms, the improvements include amendments and/or clarifications on certain paragraphs, delete, add and/or update cross-references, replace terms and align the wording between different accounting standards, among others.
A summary of the main modified standards follows:
| Accounting standard | Subject of amendment |
|---|---|
| IFRS 1 “First-time adoption of International Financial Reporting Standards” | Hedge accounting by a first-time adopter |
| IFRS 7 | Gain or loss on derecognition |
| Guidance on implementing IFRS 7 | Disclosure of deferred difference between fair value and transaction price<br> <br><br> <br>Introduction and credit risk disclosures |
| IFRS 9 | Derecognition of lease liabilities<br> <br><br> <br>Transaction price |
| IFRS 10 | Determination of a “de facto agent” |
| IAS 7 | Cost method |
As of the date of issuance of these consolidated financial statements, the Group anticipates that the implementation of these amendments will have no significant impact on its financial statements.
Amendments to IFRS 9 and IFRS 7 - Contracts referencing nature-dependent electricity
In December 2024, the IASB issued amendments to IFRS 9 and IFRS 7 related to nature-dependent electricity contracts, which are applicable for fiscal years beginning on or after January 1, 2026:
| - | Clarify the application of the <br>“own-use”<br> requirements: The amendments allow an entity to apply the <br>“own-use”<br> exemption in such contracts, usually long-term contracts, if the entity has been, and expects to be, a <br>net-purchaser<br> of electricity for the contract period. The <br>“own-use”<br> exemption relieves an entity from measuring such contracts at fair value through profit or loss. |
|---|---|
| - | Permit hedge accounting if these contracts are used as hedge instruments: Contracts that do not meet the <br>“own-use”<br> exemption are accounted for as derivatives and measured at fair value through profit or loss. |
| --- | --- |
| - | Add new disclosure requirements that allow investors to understand the effect of these contracts on the entity’s financial performance and cash flows. |
| --- | --- |
As of the date of issuance of these consolidated financial statements, the Group anticipates that the implementation of these amendments will have no significant impact on its financial statements.
Amendments to IAS 21 - Translation to a hyperinflationary presentation currency
In November 2025, the IASB issued amendments to IAS 21 related to the methodology to be applied by entities in the translation of financial statements when the functional currency is different from the presentation currency, which are applicable for fiscal years beginning on or after January 1, 2027. These amendments aim to establish clearer and more uniform treatments.
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| YPF SOCIEDAD ANONIMA | |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br> <br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
| 2. | BASIS OF PREPARATION OF THE CONSOLIDATED FINANCIAL STATEMENTS (cont.) |
|---|
Among other issues, the amendments introduce accounting treatment for a situation that was not previously provided for. Thus, when an entity has a non-hyperinflationary functional currency but must translate its financial statements into a hyperinflationary presentation currency, it must do so at the closing exchange rate at the end of the most recent fiscal year, i.e., both the current year’s information and the comparative information are translated at the closing exchange rate at the end of the current fiscal year. In cases where the presentation currency ceases to be hyperinflationary, the entity applies prospectively the methodology already provided for in IAS 21.
Additionally, an exception is included when an entity whose functional and presentation currency corresponds to a hyperinflationary economy has foreign operations whose functional currency is not hyperinflationary. In these cases, the comparative amounts for these operations are not translated at the current year’s exchange rate, but are restated using the general price index applied to the comparative figures for the previous period, in accordance with IAS 29.
As of the date of issuance of these consolidated financial statements, the Group is in the process of evaluating the effects of the application of these amendments.
2.c) Significant estimates and key sources of estimation uncertainty
In preparing the financial statements at a certain date, the Group is required to make estimates and assessments affecting the amount of assets and liabilities recorded and the contingent assets and liabilities disclosed at such date, as well as income and expenses recognized in the fiscal year or period. Actual future profit or loss might differ from the estimates and assessments made at the date of preparation of these consolidated financial statements.
The assumptions relating to the future and other key sources of uncertainty about the estimates made for the preparation of these consolidated financial statements are described below:
Oil and gas reserves
The process of estimating oil and gas reserves is complex and is an integral part of the Group’s decision-making process. It requires significant judgments and estimates based on available oil and gas reserves that are estimated using geological, geophysical, engineering and economic data, which implies a degree of uncertainty and depends on certain factors, assumptions and variables used in such estimation, some of which are beyond the control of the Group. The expected economically recoverable oil and gas reserves and resources have been estimated by qualified internal professionals based on accepted practices in the oil and gas industry.
The Group makes estimates and assumptions related to proved oil and gas reserves in accordance with the rules and regulations set out in Rule 4-10 (a) of Regulation S-X of the SEC for the oil and gas industry, which are used for the calculation of depreciations. These proved oil and gas reserves have been estimated by qualified internal professionals and audited by DeGolyer and MacNaughton Corp. (“DeGolyer and MacNaughton”). See Note 2.b.3) “Depreciation methods and useful lives” section.
In addition, as of December 31, 2025, the Group makes reserves and resources estimates within the framework of the Petroleum Resources Management System (“PRMS”). These estimates are consistent with the Company’s management plans with focus on activities and investments in unconventional fields, which considers that one of the drivers on which the YPF’s strategy is based. DeGolyer and MacNaughton, an independent international oil and gas consulting firm, has evaluated YPF’s estimated economically recoverable oil and gas reserves and resources under PRMS, and the results of this assessment do not differ significantly from YPF’s estimates. Such estimates incorporate several factors and assumptions including, but no limited to, expected reservoir performance based on geological, geophysical, and engineering assessments; future production volumes based on historical performance and expected future operating and investment activities; oil and gas future prices and quality differentials; and future development and operating costs.
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| YPF SOCIEDAD ANONIMA | |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br><br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
| 2. | BASIS OF PREPARATION OF THE CONSOLIDATED FINANCIAL STATEMENTS (cont.) |
|---|
The Company’s Management believes these factors and assumptions are reasonable based on the information available at the time of preparing our estimates. However, these estimates may change substantially as additional data from ongoing development activities and production performance becomes available and as economic conditions impacting oil and gas prices and costs change.
This estimated volume of oil and gas reserves and resources, which is directly associated with projects, investments and business plans, is used to assess the recoverability of Upstream assets and reflects the reserves and resources that the Group currently intends to develop based on the YPF management’s best estimates of future production volumes .See Note 2.c) “Provision for Impairment of property, plant and equipment, intangible assets and right-of-use assets” section.
Provisions
The Group’s legal or assumed obligations are recognized, measured and disclosed in compliance with IAS 37 “Provisions, contingent liabilities and contingent assets”. Provisions include both obligations whose occurrence do not depend on future events (as the provision for environmental liabilities and the provision for hydrocarbon wells abandonment obligations), as well as obligations whose fulfillment depend on the occurrence of a future event that is beyond the Group’s control (as the provision for lawsuits and contingencies).
Except for the provision for hydrocarbon wells abandonment obligations and the provision for environmental liabilities whose disbursement dates are estimated on the basis of work plans, the non-current provision for lawsuits and contingencies, given the nature of the items included, it is not possible to reasonably estimate a specific schedule for the respective disbursement dates.
In relation to the provision for lawsuits and contingencies, the final outcome of complaints, claims and litigation, as well as the category assigned by the Group to a given matter may differ, since estimates are based on the interpretation of rules, contracts, opinions and assessments of the amount of damages. Therefore, any change in the circumstances related to this type of contingencies and the strategy defined in each case might have a significant effect on the provision recognized for lawsuits and contingencies or the category assigned by the Group.
In relation to the provision for environmental liabilities, the Group is subject to several environmental protection laws and regulations imposing penalties for pollution cleanup costs and environmental damages resulting from its operations. The Company believes that the Group’s operations substantially comply with the laws and regulations currently in force relating to environmental protection, as they have been historically interpreted and applied. However, the Company regularly conducts studies in order to gain deeper knowledge of the environmental damage of certain geographic areas where the Group operates, in order to establish their status and any necessary remediation. Until such studies are completed and assessed, the Group cannot estimate the additional costs that will need to be incurred, if any.
In relation to the provision for hydrocarbon wells abandonment obligations, considering the number of wells not yet abandoned, as well as the complexity with respect to several geographic areas where the wells are located, current costs incurred for hydrocarbon wells abandonment are used for estimating future costs, which constitute the best estimate for the provision for hydrocarbon wells abandonment obligations. Changes in laws or regulations related to the abandonment of hydrocarbon wells, in costs, in the useful lives of hydrocarbon wells, in discount rates and/or in the applied technologies have an effect on the reassessment of these estimates. The accounting policies applied to the provision for hydrocarbon wells abandonment obligations are described in Note 2.b.3).
The Group cannot anticipate the legislation or regulations that will be enacted in the future or how future regulations will be administered, which, like the studies in progress, could materially affect the results of operations in the long term.
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| YPF SOCIEDAD ANONIMA | |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br><br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
| 2. | BASIS OF PREPARATION OF THE CONSOLIDATED FINANCIAL STATEMENTS (cont.) |
|---|
In relation to certain provisions, contingent liabilities and contingent assets, the Group, in accordance with the exemption contemplated under IAS 37, has decided not to disclose certain critical information that could seriously adversely affect the Group in third-party claims.
Income tax and deferred taxes
The income tax expense for the fiscal year includes both current and deferred income tax expenses, which are determined and disclosed in compliance with IAS 12. The Group regularly assesses the positions taken in tax returns regarding situations in which tax regulations are subject to interpretations and makes provisions where appropriate based on the amounts expected to be paid to tax authorities.
Income tax expense is calculated based on the tax laws enacted or substantially enacted by the end of each period in the countries where the Group operates and generates taxable income. In addition, other factors are considered, such as the evaluation of the options established by such laws and their regulations, the interpretations associated with tax treatments for transactions and/or events not expressly provided for under current tax laws, analyzing if the tax authority might accept an uncertain tax treatment, and estimates related to the timing and realization of deferred taxes, such as the expected effective tax rate at such date.
The application of tax laws in Argentina requires interpretation and, consequently, involves the application of judgement and is open to challenge by the relevant tax authorities, creating uncertainty. Uncertainty about income tax treatments is established in accordance with IFRIC 23 “Uncertainty regarding income tax treatments” based on an assessment of the range of likely tax outcomes and reflecting the strength of technical arguments. In this regard, an assessment is made as to whether it is appropriate to consider the uncertain tax treatment separately or in conjunction with other uncertain tax treatments that may exist based on the approach that best predicts the resolution of the uncertainty and then assesses whether it is probable that the relevant tax authority will accept the tax treatment or succeed in the ultimate applicable legal instance. Otherwise, if the Group concludes it is not probable that the authority will accept an uncertain tax treatment it reflects the effect of the uncertainty by recording the uncertain tax treatment on the basis of the most likely amount or expected value method, depending on which method the Group expects to better predict the resolution of the uncertainty. In making this assessment, the Group utilizes tax knowledge and expertise from qualified internal professionals and takes into consideration tax advice from external advisors.
Deferred tax assets recognize tax loss carryforwards to the extent their offsetting through future taxable income is probable. In assessing the recognition of deferred tax assets, the Group considers the anticipated reversal of deferred tax liabilities, projections of future taxable income and tax planning strategies. Assumptions regarding the generation of future taxable income depend on the Group’s estimates of future cash flows. To the extent future cash flows and taxable income differ significantly from the estimates, the Group’s capacity to realize the recorded net deferred tax assets might be affected.
Also, changes in tax regulations and/or their interpretations may affect such estimates. See Note 18.
Provision for impairment of property, plant and equipment, intangible assets and right-of-use assets
The main guidelines used in estimating the recoverable amount of property, plant and equipment, intangible assets and right-of-use assets are described in Note 2.b.5).
Measuring the recoverable amount of an asset involves the Group’s estimates on uncertain issues, such as inflation and deflation effects on costs, the discount rate, the volume of reserves, the distribution over time of production levels associated with such reserves and future prices of products, including the outlooks on supply and demand conditions in the local and international markets for oil, natural gas and refined products, which affect selling prices considered in cash flow projections. The Group’s estimates are subject to changes as new information becomes available.
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| YPF SOCIEDAD ANONIMA | |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br> <br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
| 2. | BASIS OF PREPARATION OF THE CONSOLIDATED FINANCIAL STATEMENTS (cont.) |
|---|
As regards measurement of CGUs that group assets of fields with oil and gas reserves, cash flow projections are used covering the economically productive life of the fields, limited in most cases by the termination of exploitation concessions, agreements or investment contracts. Cash flow projections are determined using the Group’s best estimate of oil and natural gas future selling prices, volumes of reserves, the distribution over time 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, among other factors. The estimates of reserves and resources used in cash flow projections for the calculation of value in use reflect the reserves and resources that the Group expects to develop. In addition, the estimated future cash flow projections include a portion of unproved reserves and resources based on the specific risks of the CGUs. The recoverable amount of CGUs that group assets of fields with oil and gas reserves is determined using a combination of inputs including proved reserves, a certain volume of unproved reserves, a certain volume of contingent resources, and production volumes. See Note 2.c) “Oil and gas reserves” section.
Cash flow projections of CGUs that group assets other than those mentioned in the previous paragraph are estimated based, among other things, on the expected evolution of sales, unit contribution margins, fixed costs, variable costs and investment levels, in line with the outlooks contemplated in business plans and taking into account the current status of each group of assets. Likewise, cash flow projections until the end of an asset’s useful life are estimated by extrapolating cash flow projections based on budgets or forecasts, using the appropriate discount rates.
The prices considered in cash flow projections are based on a combination of projections available in the markets where the Group operates and taking into account the specific circumstances that could affect the different products commercialized by the Group. In general, the Group does not consider temporarily low (or high) prices or margins as an impairment indication (or reversal of an impairment loss). Impairment assessment mainly reflects long-term prices that are consistent with intermediate points between the maximum and minimum ranges observed in the market and that are within the range of price forecasts published by third-party experts of the oil and gas industry and government agencies. Natural gas prices correspond to the average weighted price per basin and sales channel, determined according to current contracts and regulations and the market supply and demand forecast.
2.d) Comparative Information
Amounts and other financial information corresponding to the fiscal years ended December 31, 2024 and 2023 presented in these financial statements for comparison purposes arise from the consolidated financial statements ended December 31, 2024. Likewise, changes have been made to the comparative figures in Notes 5 and 25 as mentioned in Note 5.
Additionally, the Group has changed the presentation of exchange differences generated by deferred tax classifying these items as deferred tax expense (income) in accordance with IAS 12 “Income taxes”. Previously, these exchange differences were presented in the “Other exchange differences, net” line item under “Other financial results” in the statement of comprehensive income and, from this fiscal year, they are presented in the “Income tax” line item in the statement of comprehensive income. The purpose of this change is to provide more useful information and improve the comparability of the Group’s financial statements with its peers. The comparative information has been restated by reclassifying a gain of 161 and 1,401 from “Other financial results” line item to “Income tax” line item in the statement of comprehensive income for the fiscal year ended December 31, 2024 and 2023 respectively. This change had no effect on the Group’s statements of financial position, statements of changes in shareholders’ equity, cash flows, operating profit or loss and net profit or loss.
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| YPF SOCIEDAD ANONIMA | |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br> <br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
- ACQUISITIONS AND DISPOSALS
The most relevant acquisitions and disposals of companies that took effect during the years ended December 31, 2025, 2024 and 2023 are described below:
Acquisition of Mobil Argentina S.A.
On December 17, 2024, the Company entered into a share purchase and sale agreement with ExxonMobil Argentina Upstream B.V., ExxonMobil Exploration and Production Gemini B.V., and QatarEnergy Argentina Holdings LLC (collectively, the “Sellers”) whereby, subject to the fulfillment of closing conditions set forth in such agreement, YPF acquired 100% of the shares and capital stock of Mobil Argentina S.A. (“MASA”).
MASA owns 54.45% of Sierra Chata unconventional exploitation concession in the Province of Neuquén. Pampa Energía S.A., operator of such concession, owns the remaining working interest.
On January 29, 2025 (“acquisition date”), after the fulfillment of the closing conditions, the sale and transfer by the Sellers to YPF of 100% of MASA’s shares and capital stock was completed. The amount of the transaction was 327 in cash. As of the acquisition date, MASA will continue to operate under the corporate name SC Gas S.A.U., being YPF its sole shareholder.
The transaction described above qualifies as a business combination in accordance with IFRS 3 and is accounted for using the acquisition method (see Note 2.b.1)). The following table details the consideration transferred, the fair values of the identifiable assets acquired and the liabilities assumed by YPF at the acquisition date:
| Fair value at acquisition <br> date | ||
|---|---|---|
| Fair value of identifiable assets and liabilities assumed: | ||
| Intangible assets | 117 | |
| Property, plant and equipment | 161 | |
| Other receivables | 7 | |
| Trade receivables | 10 | |
| Cash and cash equivalents | 60 | |
| Provisions | (6) | |
| Deferred income tax liabilities, net | (15) | |
| Accounts payable | (7) | |
| Total identifiable net assets / Consideration | 327 |
Acquisition of equity participation of OLCLP
On January 31, 2025, the Company entered into a share purchase and sale agreement with Tecpetrol S.A. whereby, subject to the fulfillment of closing conditions set forth in such agreement, YPF acquired 15% of the shares and capital stock of OLCLP joint venture. On June 4, 2025 (“acquisition date”), after the fulfillment of the closing conditions, the sale and transfer by Tecpetrol S.A. to YPF of 15% of the shares and capital stock of OLCLP was completed.
As of the acquisition date, YPF, which owned 85% of the capital stock of OLCLP prior to aforementioned share purchase and sale agreement, is the sole owner and shareholder of 100% of capital stock of OLCLP.
The amount of the transaction was 15, which was canceled by offsetting payment obligations assumed by Tecpetrol S.A. under a firm transportation services agreement for the “Vaca Muerta Sur” Pipeline of 13.6, and the remaining balance of 1.4 in cash.
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| YPF SOCIEDAD ANONIMA | |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br> <br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
| 3. | ACQUISITIONS AND DISPOSALS (cont.) |
|---|
The transaction described above qualifies as a business combination achieved in stages in accordance with IFRS 3 and is accounted for using the acquisition method (see Note 2.b.1)). The following table sets forth the fair values of the identifiable assets acquired and the liabilities assumed by YPF at the acquisition date of 100% of OLCLP:
| Fair value at acquisition <br>date | ||
|---|---|---|
| Fair value of identifiable assets and liabilities assumed: | ||
| Property, plant and equipment | 93 | |
| Trade receivables | 4 | |
| Investments in financial assets | 2 | |
| Cash and cash equivalents | 14 | |
| Deferred income tax liabilities, net | (1) | |
| Income tax liability | (2) | |
| Accounts payable | (3) | |
| Total identifiable net assets | 107 |
As a result of the transaction, YPF recognized a gain of 45 in “Other operating results, net” line item in the statement of comprehensive income corresponding to the revaluation to fair value at the acquisition date of the previous equity participation held by YPF in the equity of OLCLP.
Acquisition of VMI
On August 6, 2025, the Company entered into a share purchase and sale agreement with Total Austral S.A. whereby, subject to the fulfillment of closing conditions set forth in such agreement, YPF will acquire 100% of the shares and capital stock of VMI.
On September 29, 2025 (“acquisition date”), after the fulfillment of the closing conditions, the sale and transfer by Total Austral S.A. to YPF of 100% of the shares and capital stock of VMI, which holds a 45% working interest in the “La Escalonada” and “Rincón La Ceniza” unconventional exploitation concessions in the Province of Neuquén, was completed. The amount of the transaction was 523 in cash.
The transaction described above qualifies as a business combination in accordance with IFRS 3 and is accounted for using the acquisition method (see Note 2.b.1)). The following table sets forth the fair values of the identifiable assets acquired and liabilities assumed by YPF at the acquisition date of 100% of VMI:
| Fair value at acquisition <br>date | ||
|---|---|---|
| Fair value of identifiable assets and liabilities assumed: | ||
| Intangible assets | 463 | |
| Property, plant and equipment | 81 | |
| Other receivables | 23 | |
| Cash and cash equivalents | 3 | |
| Provisions | (6) | |
| Other liabilities | (24) | |
| Accounts payable | (17) | |
| Total identifiable net assets / Consideration | 523 |
On January 22, 2026, the Company entered into an asset swap agreement with Pluspetrol S.A., whereby YPF agreed to transfer 44.44% of the shares of VMI to Pluspetrol S.A. (see Note 38).
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| YPF SOCIEDAD ANONIMA | |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br> <br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
| 3. | ACQUISITIONS AND DISPOSALS (cont.) |
|---|
Acquisition of equity participation of Refinor
On October 28, 2025, the Company entered into a share purchase and sale agreement with Hidrocarburos del Norte S.A. whereby YPF acquired 50% of the shares and capital stock of Refinor joint venture. As of that date YPF, which owned 50% of the capital stock of Refinor prior to aforementioned share purchase and sale agreement, is the sole owner and shareholder of 100% of capital stock of Refinor.
The amount of the transaction was 25.2, which was canceled in cash for 17 and through compensation with credits that the Company held with the acquired entity for 8.2.
The transaction described above qualifies as a business combination achieved in stages in accordance with IFRS 3 and is accounted for using the acquisition method (see Note 2.b.1)). The following table sets forth the fair values of the identifiable assets acquired and the liabilities assumed by YPF at the acquisition date of 100% of Refinor:
| Fair value at acquisition<br><br><br>date | ||
|---|---|---|
| Fair value of identifiable assets and liabilities assumed: | ||
| Property, plant and equipment | 100 | |
| Inventories | 8 | |
| Other receivables | 1 | |
| Trade receivables | 6 | |
| Provisions | (2) | |
| Deferred income tax liabilities, net | (3) | |
| Loans | (23) | |
| Accounts payable | (37) | |
| Total identifiable net assets | 50 |
Based on the closing of the aforementioned share purchase and sale agreement and considering the fair values of the identifiable assets acquired and liabilities assumed by YPF at the acquisition date, the result of the purchase had no significant effect. Likewise, the translation differences accumulated in the “Other comprehensive income” account in the statement of changes in shareholders’ equity and reclassified to the profit or loss due to the acquisition of the subsidiary amounted to a loss of 46.
Sale of equity participation in Profertil
On December 12, 2025, the Company entered into a share purchase and sale agreement with Agro Inversora Argentina S.A., a company belonging to the Adecoagro group, whereby, subject to the fulfillment of the closing conditions set forth in such agreement, YPF agreed to transfer 50% of the shares and capital stock of Profertil, a joint venture of YPF.
On December 18, 2025, after the fulfillment of the closing conditions of the share purchase agreement of Profertil, the sale and transfer by YPF to Agro Inversora Argentina S.A. of 50% of the shares and capital stock of Profertil was completed. The sale price of the transaction amounted to 596, subject to a price adjustment defined in the share purchase and sale agreement.
Based on the closing of the aforementioned share purchase and sale agreement, as of the closing date of the transaction, YPF recognized a gain from the sale of Profertil of 335 under “Other operating results, net” line item in the statement of comprehensive income. As of December 31, 2025, YPF has a receivable balance of 396 corresponding to the sale price pending payment.
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| YPF SOCIEDAD ANONIMA | |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br> <br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
- FINANCIAL RISK MANAGEMENT
The Group’s activities expose it to a variety of financial risks: Market risk (including exchange rate risk, interest rate risk, and price risk), liquidity risk and credit risk. Within the Group, risk management functions are conducted in relation to financial risks associated to financial instruments to which the Group is exposed during a certain period or as of a specific date.
The following provides a description of the principal risks that could have a material adverse effect on the Group’s strategy, performance, results of operations and financial condition. The risks facing the businesses, set out below, do not appear in any particular order of potential materiality or probability of occurrence.
The sensitivity analysis of market risks included below are based on a change in one factor while holding all other factors constant. In practice this is unlikely to occur, and changes in some of the factors may be correlated, for example, changes in interest rates and changes in foreign currency rates.
Sensitivity analyses provide only a limited, point-in-time view. The actual impact on the Group’s financial instruments may differ significantly from the impact shown in the sensitivity analysis.
| • | Market risk management |
|---|
The market risk to which the Group is exposed is the possibility that the valuation of the Group’s financial assets and financial liabilities as well as certain expected cash flows may be affected by changes in exchange rates, interest rates or certain other price variables.
The following is a description of these risks as well as a detail of the extent to which the Group is exposed and a sensitivity analysis of possible changes in each of the relevant market variables.
Exchange rate risk
The value of financial assets and liabilities denominated in a currency different from the Company’s functional currency is subject to variations resulting from fluctuations in exchange rates. Since YPF’s functional currency is the U.S. dollar, the currency that generates the greatest exposure is the peso (the Argentine legal currency).
The following table provides a breakdown of the effect that a variation of 10% in the exchange rates corresponding to the peso against the U.S. dollar would have on the Group’s net income, mainly considering the exposure of financial assets and liabilities, excluding non-monetary items and financial instruments denominated in the functional currency of YPF and its subsidiaries, as of December 31, 2025:
| Appreciation (+) / depreciation<br> <br>(-) of exchange rate | Profit (loss) | |
|---|---|---|
| Impact on profit or loss before income tax | +10% | 90 |
| -10% | (90) |
During the fiscal year ended December 31, 2025, the exchange rate of the pesos against the U.S. dollars showed a 41% variation.
Likewise, based on the requirements for access to the Foreign Exchange Market established by BCRA, the Group maintains an active strategy in the management of liquidity, using several financial instruments and derivatives, if considered appropriate (see Note 35.j)).
Interest rate risk
The Group is exposed to risks associated with fluctuations in interest rates on loans and investments in financial assets. Changes in interest rates may affect the interest income and costs derived from financial assets and liabilities tied to a variable interest rate.
The Group’s strategy to hedge interest rate risk is based on maintaining relatively low percentages of debt at a variable interest rate and, if considered appropriate, using derivative financial instruments.
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| YPF SOCIEDAD ANONIMA | |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br> <br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
| 4. | FINANCIAL RISK MANAGEMENT (cont.) |
|---|
The table below provides information about the financial assets and liabilities as of December 31, 2025 that accrue interest considering the applicable interest rate:
| Financial assets <br>(1) | Financial liabilities <br>(2) | |
|---|---|---|
| Fixed interest rate | 289 | 10,045 |
| Variable interest rate | 16 | 559 |
| Total <br>(3) | 305 | 10,604 |
| (1) | Includes balances for short-term investments and trade receivables with interest-bearing payment agreements. It does not include the rest of the trade receivables that are mostly <br>non-interest<br> bearing. | |
| --- | --- | |
| (2) | Includes balances for loans and other liabilities which accrue interest. Does not include accounts payable, which mostly do not accrue interest, nor the leases liabilities. | |
| --- | --- | |
| (3) | Includes principal and interest. | |
| --- | --- |
Balances for financial liabilities at variable interest rate represent 5% of the total as of December 31, 2025, and mainly include exports pre-financing, imports financing and financial loans with local and international entities. The principal at variable interest rate are mainly subject to the fluctuations in SOFR plus a spread between 0.9% and 6.8%.
In relation to variable interest rate financial assets, they include trade receivables, which have a low exposure to interest rate risk.
The table below shows the estimated impact on net income that an increase or decrease of 100 basis points (“b.p.”) in the variable interest rates would have as of December 31, 2025:
| Increase (+) / decrease (-) in<br> <br>the interest rates | Profit (loss) | |
|---|---|---|
| Impact on profit or loss for the year | +100 b.p. | (5) |
| -100 b.p. | 5 |
Price risk
The Group is exposed to its own price risk for investments in financial instruments classified as at fair value through profit or loss (see Note 6). The Group continuously monitors the evolution of the prices in these investments for significant fluctuations. As of December 31, 2025, the Group does not have material derivative financial instruments to hedge the risks associated with commodity price fluctuations as well as the price risk inherent to investments in financial assets, although it could use such instruments in the future if considered appropriate.
As of December 31, 2025, the aggregate value of financial assets at fair value through profit or loss amounts to 668.
The following table shows the effect that a 10% variation in the prices of investments in financial instruments would have on profit or loss before income tax as of December 31, 2025:
| Increase (+) / decrease (-) in<br> <br>the prices | Profit (loss) | |
|---|---|---|
| Impact on profit or loss before income tax | +10% | 67 |
| -10% | (67) |
Table of Contents
| F - 3<br>2 | |
|---|---|
| YPF SOCIEDAD ANONIMA | |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br> <br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
| 4. | FINANCIAL RISK MANAGEMENT (cont.) |
|---|
The Group’s pricing policy regarding the sale of fuels contemplates several factors such as international and local crude oil prices, international prices of refined products, processing and distribution costs, the prices of biofuels, the exchange rate fluctuations, local demand and supply, competition, inventories, export duties, local taxes, domestic margins for the products, among others. The Group’s expectation is to align, over time, local prices with those in international markets, seeking to maintain a reasonable relationship between the local prices of crude oil and fuels, without considering short-term fluctuations, however, the exposure to price risk will depend on other key factors that are also considered in the Group’s 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 the markets to face price changes), and which may therefore lead the Group to not be able to maintain such relationship, if volatility and uncertainty in international crude oil and their by-products prices and exchange rate fluctuations continue into the future. In 2025, crude oil deliveries were negotiated between producers and refiners or sellers.
| • | Liquidity risk management |
|---|
Liquidity risk is associated with the possibility of a mismatch between the need of funds to meet short, medium or long-term obligations. The Group intends to align the maturity profile of its financial debt to be related to its ability to generate enough cash flows to finance the projected expenditures for each year. As of December 31, 2025, the availability of liquidity reached 933, considering cash of 198 and other liquid financial assets of 735 included in the “Cash and cash equivalents” line item in the statement of financial position (see Note 16). Additionally, the Group has other investments freely available for 262 included in the “Investments in financial assets” line item in the statement of financial position (see Note 15).
As of December 31, 2025, working capital amounts to (966) generated mainly by the financing of investment plans, which is monitored continuously by the Group. Uncommitted bank credit lines together with local and international capital markets constitute an important source of funding to meet committed obligations. Currently, YPF has the capacity to issue debt under the Frequent Issuer Regime.
Based on the requirements for access to the Foreign Exchange Market established by BCRA to maturities of principal amounts of offshore debts and the issuance of debt securities denominated in foreign currency scheduled until December 31, 2025, all the provisions issued were fulfilled by the Group. See Note 35.j).
The following table sets forth the maturity dates of the Group’s financial liabilities as of December 31, 2025:
| 2025 | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Maturity date | ||||||||||||||
| 0 - 1 year | 1 - 2 years | 2 - 3 years | 3 - 4 years | 4 - 5 years | More than<br><br> <br>5 years | Total | ||||||||
| Financial liabilities | ||||||||||||||
| Lease liabilities | 298 | 159 | 53 | 19 | 14 | 28 | 571 | |||||||
| Loans | 2,355 | 2,006 | 1,445 | 1,135 | 786 | 2,854 | 10,581 | |||||||
| Other liabilities <br>(1) | 398 | 239 | 98 | 16 | 15 | 5 | 771 | |||||||
| Accounts payable <br>(1) | 2,228 | 1 | - | - | - | 3 | 2,232 | |||||||
| 5,279 | 2,405 | 1,596 | 1,170 | 815 | 2,890 | 14,155 | ||||||||
| (1) | Includes undiscounted contractual cash flows given that they do not differ significantly from their nominal values. | |||||||||||||
| --- | --- |
Most of the Group’s loans contain market-standard covenants for contracts of this nature, which include financial covenants mainly related to restrictions on incurring additional debt associated with the leverage ratio and the debt interest coverage ratio, restrictions on dividend payments, and events of defaults triggered by materially adverse judgements (see Notes 17 and 33), among others.
Under the terms of the financial loan agreements and NO, if the Group breached a covenant or if it could not remedy it within the stipulated period, it would default, a situation that would limit its liquidity and, given that the majority of its loans contain cross default provisions, it could result in an early enforceability of its obligations.
The Group monitors compliance with covenants on a quarterly basis. As of December 31, 2025, the Group is in compliance with its covenants.
Table of Contents
| F - 3<br>3 | |
|---|---|
| YPF SOCIEDAD ANONIMA | |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br> <br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
| 4. | FINANCIAL RISK MANAGEMENT (cont.) |
|---|---|
| • | Credit risk management |
| --- | --- |
Credit risk is defined as the possibility of a third party not complying with its contractual obligations, thus negatively affecting results of operations of the Group.
Credit risk in the Group is measured and controlled on an individual customer basis. The Group has its own systems to conduct a permanent evaluation of credit performance and the determination of risk limits of all of its customers and to third parties, in line with best practices using for such end internal customer records and external data sources.
Financial instruments that potentially expose the Group to a credit concentration risk consist primarily of cash and cash equivalents, investments in financial assets, trade receivables and other receivables. The Group invests temporary excess cash primarily in high liquid investments with financial institutions with a strong credit rating both in Argentina and abroad. In the normal course of business and based on ongoing credit evaluations to its customers, the Group provides credit to its customers and certain related parties.
Likewise, the charge for doubtful receivables is charged to net income in the statement of comprehensive income, based on specific information regarding its clients.
Provisions for doubtful receivables are measured by the criteria mentioned in Note 2.b.7).
The maximum exposure to credit risk of the Group of December 31, 2025 based on the type of its financial instruments and without excluding the amounts covered by several types of guarantees is set forth below:
| Maximum exposure | ||
|---|---|---|
| Cash and cash equivalents | 933 | |
| Investments in financial assets | 262 | |
| Other financial assets | 2,964 |
Considering the maximum exposure to the credit risk and based on the concentration of the counterparties, credit and investments with the National Government, direct agencies and companies with government participation, accounts for 560 and represents 13% of total, while the Group’s remaining debtors are diversified.
The following is the breakdown of the financial assets past due as of December 31, 2025:
| Current trade receivable | Other current receivables | |||
|---|---|---|---|---|
| Less than three months past due | 231 | 19 | ||
| Between three and six months past due | 22 | - | ||
| More than six months past due | 5 | 2 | ||
| 258 | 21 |
As of December 31, 2025, the provision for doubtful trade receivables amounts to 81 and the provision for other doubtful receivables amounts to 39. These provisions represent the Group’s best estimate of the credit losses incurred in relation with accounts receivables.
Guarantee policy
As collateral of the credit limits granted to customers, the Group receives several types of guarantees from its customers. In the gas stations and distributors segment, where generally long-term relationships with customers are established, mortgages prevail. For foreign customers, joint and several bonds from their parent companies prevail. In the industrial and transport segment, bank guarantees prevail. To a lesser extent, the Group has also obtained other guarantees such as credit insurances and guarantee customer-supplier, among others.
The Group has effective guarantees granted by third parties for 984, 1,013 and 945 as of December 31, 2025, 2024 and 2023, respectively.
During the fiscal years ended December 31, 2025, 2024 and 2023, the Group did not execute material guarantees.
Table of Contents
| F -<br><br>3<br>4 | |
|---|---|
| YPF SOCIEDAD ANONIMA | |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br> <br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
- BUSINESS SEGMENT INFORMATION
The different business segments in which the Group’s organization is structured consider the different activities from which the Group can obtain revenues and incur expenses. Such organizational structure is based on the way in which the chief decision maker analyzes the main operating and financial magnitudes for making decisions about resource allocation and performance assessment, also considering the business strategy of the Group.
Business segment information is presented consistently with the manner of reporting the information used by the chief decision maker to allocate resources and assess business segment performance.
As of the current fiscal year, 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 the 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. Accordingly, the comparative information for the fiscal year ended December 31, 2024 and 2023 has been restated.
The business segments structure is organized as follows:
| • | Upstream |
|---|
It 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 |
|---|
It 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 this 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.
Table of Contents
| F -<br>3<br>5 | |
|---|---|
| YPF SOCIEDAD ANONIMA | |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br> <br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
| 5. | BUSINESS SEGMENT INFORMATION (cont.) |
|---|---|
| • | LNG and Integrated Gas |
| --- | --- |
It 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 natural gas liquids and their fractionation, storage and transportation for the production of ethane, propane, butane and gasoline, and its commercialization, through our investment in joint venture Mega; and (iii) the development of LNG capacity.
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. 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, 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 and to the Midstream and Downstream and the New Energies business segments for our subsidiary Metrogas.
It incurs all costs related to the aforementioned activities, including the purchase of natural gas from the Upstream business segment.
| • | New Energies |
|---|
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 full 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 Y-TEC, previously included in Central Administration and Others, were assigned to this business segment.
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 sale and 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 Group 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 AESA; and (iv) digital development services and solutions through our subsidiary 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.
Sales between business segments were made at internal transfer prices established by the Group, which approximately reflect domestic market prices.
Operating profit or loss and assets of each business segment have been determined after consolidation adjustments.
Table of Contents
| F - 3<br>6 | |
|---|---|
| YPF SOCIEDAD ANONIMA | |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br> <br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
| 5. | BUSINESS SEGMENT INFORMATION (cont.) | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Upstream | Midstream and<br><br> <br>Downstream | LNG and<br><br> <br>Integrated Gas | New Energies | Central<br><br> <br>Administration<br><br> <br>and Others | Consolidation<br><br> <br>adjustments <br>(1) | Total | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| For the year ended December 31, 2025 | |||||||||||||||
| Revenues | 89 | 15,157 | 1,643 | 835 | 724 | - | 18,448 | ||||||||
| Revenues from intersegment sales | 7,486 | 181 | 322 | 8 | 1,122 | (9,119) | - | ||||||||
| Revenues | 7,575 | 15,338 | 1,965 | 843 | 1,846 | (9,119) | 18,448 | ||||||||
| Operating profit or loss | 410 | (3) | 1,167 | (8) | 432 | (336) | 75 | 1,740 | |||||||
| Income from equity interests in associates and joint ventures | - | 38 | 42 | 42 | - | - | 122 | ||||||||
| Net financial results | (952) | ||||||||||||||
| Net profit before income tax | 910 | ||||||||||||||
| Income tax | (1,709) | ||||||||||||||
| Net loss for the period | (799) | ||||||||||||||
| Acquisitions of property, plant and equipment | 3,697 | 1,024 | 42 | 38 | 108 | - | 4,909 | ||||||||
| Acquisitions of <br>right-of-use<br> assets | 83 | 125 | - | - | 8 | - | 216 | ||||||||
| Increases from business combinations <br>(4) | 822 | 193 | - | - | - | - | 1,015 | ||||||||
| Assets | 13,167 | 11,093 | 735 | 2,502 | 2,094 | (152) | 29,439 | ||||||||
| Other income statement items | |||||||||||||||
| Depreciation of property, plant and equipment <br>(2) | 2,199 | 539 | 2 | 34 | 83 | - | 2,857 | ||||||||
| Amortization of intangible assets | - | 38 | - | 12 | 11 | - | 61 | ||||||||
| Depreciation of <br>right-of-use<br> assets | 150 | 131 | - | - | 5 | - | 286 | ||||||||
| Net reversal of impairment losses of property, plant and equipment and inventories write-down | - | - | - | (4) | - | - | (4) | ||||||||
| For the year ended December 31, 2024 | |||||||||||||||
| Revenues | 50 | 15,901 | 1,633 | 895 | 814 | - | 19,293 | ||||||||
| Revenues from intersegment sales | 8,225 | 122 | 294 | 9 | 1,038 | (9,688) | - | ||||||||
| Revenues | 8,275 | 16,023 | 1,927 | 904 | 1,852 | (9,688) | 19,293 | ||||||||
| Operating profit or loss | 515 | (3) | 1,356 | (49) | 106 | (332) | (116) | 1,480 | |||||||
| Income from equity interests in associates and joint ventures | - | 46 | 68 | 282 | - | - | 396 | ||||||||
| Net financial results | (856) | ||||||||||||||
| Net loss before income tax | 1,020 | ||||||||||||||
| Income tax | 1,373 | ||||||||||||||
| Net loss | 2,393 | ||||||||||||||
| Acquisitions of property, plant and equipment | 4,177 | 1,233 | 26 | 37 | 127 | - | 5,600 | ||||||||
| Acquisitions of <br>right-of-use<br> assets | 211 | 205 | - | - | 28 | - | 444 | ||||||||
| Increases from business combinations | - | - | - | - | - | - | - | ||||||||
| Assets | 12,795 | 10,758 | 720 | 2,524 | 2,822 | (228) | 29,391 | ||||||||
| Other income statement items | |||||||||||||||
| Depreciation of property, plant and equipment <br>(2) | 1,809 | 516 | 2 | 32 | 87 | - | 2,446 | ||||||||
| Amortization of intangible assets | - | 29 | - | 13 | 1 | - | 43 | ||||||||
| Depreciation of <br>right-of-use<br> assets | 154 | 115 | - | - | 1 | - | 270 | ||||||||
| Impairment of property, plant and equipment and inventories write-down <br>(5) | 79 | 3 | - | 5 | - | - | 87 |
Table of Contents
| F - 3<br>7 | |
|---|---|
| YPF SOCIEDAD ANONIMA | |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br> <br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
| 5. | BUSINESS SEGMENT INFORMATION (cont.) | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Upstream | Midstream and<br><br> <br>Downstream | LNG and<br><br> <br>Integrated Gas | New Energies | Central<br><br> <br>Administration<br><br> <br>and Others | Consolidation<br><br> <br>adjustments <br>(1) | Total | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| For the year ended December 31, 2023 | |||||||||||||||
| Revenues | 32 | 14,977 | 1,523 | 407 | 372 | - | 17,311 | ||||||||
| Revenues from intersegment sales | 7,211 | 136 | 291 | 21 | 765 | (8,424) | - | ||||||||
| Revenues | 7,243 | 15,113 | 1,814 | 428 | 1,137 | (8,424) | 17,311 | ||||||||
| Operating profit or loss | (1,915) | (3) | 939 | (1) | (64) | (262) | 55 | (1,248) | |||||||
| Income from equity interests in associates and joint ventures | - | 9 | 7 | 78 | - | - | 94 | ||||||||
| Net financial results | (504) | ||||||||||||||
| Net profit before income tax | (1,658) | ||||||||||||||
| Income tax | 381 | ||||||||||||||
| Net profit | (1,277) | ||||||||||||||
| Acquisitions of property, plant and equipment | 4,717 | 1,285 | 14 | 24 | 151 | - | 6,191 | ||||||||
| Acquisitions of <br>right-of-use<br> assets | 363 | 41 | - | - | - | - | 404 | ||||||||
| Increases from business combinations | - | - | - | - | - | - | - | ||||||||
| Assets | 10,869 | 9,734 | 651 | 1,877 | 2,022 | (118) | 25,035 | ||||||||
| Other income statement items | |||||||||||||||
| Depreciation of property, plant and equipment <br>(2) | 2,437 | 486 | 10 | 15 | 68 | - | 3,016 | ||||||||
| Amortization of intangible assets | - | 30 | - | 7 | - | - | 37 | ||||||||
| Depreciation of <br>right-of-use<br> assets | 131 | 89 | - | - | - | - | 220 | ||||||||
| Impairment of property, plant and equipment <br>(5) | 2,288 | - | - | - | - | - | 2,288 | ||||||||
| (1) | Corresponds to the eliminations among the business segments of the Group. | ||||||||||||||
| --- | --- | ||||||||||||||
| (2) | Includes depreciation of charges for impairment of property, plant and equipment. | ||||||||||||||
| --- | --- | ||||||||||||||
| (3) | Includes (32), (133) and (21) of unproductive exploratory drillings as of December 31, 2025, 2024 and 2023, respectively | ||||||||||||||
| --- | --- | ||||||||||||||
| (4) | Corresponds to increases in property, plant, and equipment and intangible assets due to business combinations, see Notes 7 and 8. | ||||||||||||||
| --- | --- | ||||||||||||||
| (5) | See Notes 8 and 26. | ||||||||||||||
| --- | --- |
The distribution of revenue and non-current assets by geographic area is broken down in Notes 7, 8, 9 and 25.
Table of Contents
| F - 3<br>8 | |
|---|---|
| YPF SOCIEDAD ANONIMA | |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br> <br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
| 6. | FINANCIAL INSTRUMENTS BY CATEGORY |
|---|
The following tables show the financial assets and liabilities by category of financial instrument and a reconciliation to the corresponding item in the statements of financial position, as appropriate. Since the items “Other receivables”, “Other liabilities” and “Accounts payable” in the statement of financial position contain both financial instruments and non-financial assets and liabilities (such as tax receivables and receivables and payables in kind, among other) reconciliation is presented in the columns labeled “Non-financial assets” and “Non-financial Liabilities”.
Financial assets
| 2025 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Financial<br> <br>assets at<br> <br>amortized cost | Financial<br><br> <br>assets at fair<br><br> <br>value through<br><br> <br>profit or loss | Subtotal<br><br> <br>financial assets | Non-financial<br><br> <br>assets | Total | ||||||
| Other receivables <br>(1) | 1,224 | - | 1,224 | 622 | 1,846 | |||||
| Trade receivables <br>(2) | 1,740 | - | 1,740 | - | 1,740 | |||||
| Investments in financial assets | - | 262 | 262 | - | 262 | |||||
| Cash and cash equivalents | 527 | 406 | 933 | - | 933 | |||||
| 3,491 | 668 | 4,159 | 622 | 4,781 | ||||||
| 2024 | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Financial<br> <br>assets at<br> <br>amortized cost | Financial<br><br> <br>assets at fair<br><br> <br>value through<br><br> <br>profit or loss | Subtotal<br><br> <br>financial assets | Non-financial<br><br> <br>assets | Total | ||||||
| Other receivables <br>(1) | 293 | - | 293 | 622 | 915 | |||||
| Trade receivables <br>(2) | 1,487 | - | 1,487 | 195 | 1,682 | |||||
| Investments in financial assets | - | 390 | 390 | - | 390 | |||||
| Cash and cash equivalents | 679 | 439 | 1,118 | - | 1,118 | |||||
| 2,459 | 829 | 3,288 | 817 | 4,105 | ||||||
| 2023 | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Financial<br> <br>assets at<br> <br>amortized cost | Financial<br><br> <br>assets at fair<br><br> <br>value through<br><br> <br>profit or loss | Subtotal<br><br> <br>financial assets | Non-financial<br><br> <br>assets | Total | ||||||
| Other receivables <br>(1) | 232 | - | 232 | 308 | 540 | |||||
| Trade receivables <br>(2) | 1,063 | - | 1,063 | - | 1,063 | |||||
| Investments in financial assets | 158 | 114 | 272 | - | 272 | |||||
| Cash and cash equivalents | 1,027 | 96 | 1,123 | - | 1,123 | |||||
| 2,480 | 210 | 2,690 | 308 | 2,998 | ||||||
| (1) | Does not include the provision for other doubtful receivables. | |||||||||
| --- | --- | |||||||||
| (2) | Does not include the provision for doubtful trade receivables. | |||||||||
| --- | --- |
Table of Contents
| F - <br>3<br>9 | |
|---|---|
| YPF SOCIEDAD ANONIMA | |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br> <br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
| 6. | FINANCIAL INSTRUMENTS BY CATEGORY (cont.) |
|---|
Financial liabilities
| 2025 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Financial<br> <br>liabilities at<br> <br>amortized cost | Financial<br><br> <br>liabilities at fair<br><br> <br>value through<br><br> <br>profit or loss | Subtotal<br><br> <br>financial<br><br> <br>liabilities | Non-financial<br><br> <br>liabilities | Total | ||||||
| Lease liabilities | 571 | - | 571 | - | 571 | |||||
| Loans | 10,581 | - | 10,581 | - | 10,581 | |||||
| Other liabilities | 771 | - | 771 | 1 | 772 | |||||
| Accounts payable | 2,232 | - | 2,232 | 12 | 2,244 | |||||
| 14,155 | - | 14,155 | 13 | 14,168 | ||||||
| 2024 | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Financial<br> <br>liabilities at<br> <br>amortized cost | Financial<br><br> <br>liabilities at fair<br><br> <br>value through<br><br> <br>profit or loss | Subtotal<br><br> <br>financial<br><br> <br>liabilities | Non-financial<br><br> <br>liabilities | Total | ||||||
| Lease liabilities | 776 | - | 776 | - | 776 | |||||
| Loans | 8,942 | - | 8,942 | - | 8,942 | |||||
| Other liabilities | 216 | - | 216 | 268 | 484 | |||||
| Accounts payable | 2,873 | - | 2,873 | 12 | 2,885 | |||||
| 12,807 | - | 12,807 | 280 | 13,087 | ||||||
| 2023 | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Financial<br> <br>liabilities at<br> <br>amortized cost | Financial<br><br> <br>liabilities at fair<br><br> <br>value through<br><br> <br>profit or loss | Subtotal<br><br> <br>financial<br><br> <br>liabilities | Non-financial<br><br> <br>liabilities | Total | ||||||
| Lease liabilities | 666 | - | 666 | - | 666 | |||||
| Loans | 8,190 | - | 8,190 | - | 8,190 | |||||
| Other liabilities | 232 | - | 232 | 2 | 234 | |||||
| Accounts payable | 2,317 | - | 2,317 | 7 | 2,324 | |||||
| 11,405 | - | 11,405 | 9 | 11,414 |
Gains and losses on financial and non-financial instruments are allocated to the following categories:
| 2025 | ||||||
|---|---|---|---|---|---|---|
| Financial and non-<br><br> <br>financial assets /<br><br> <br>liabilities at<br><br> <br>amortized cost | Financial assets /<br><br> <br>liabilities at fair value<br><br> <br>through profit or loss | Total | ||||
| Financial income | 105 | - | 105 | |||
| Financial costs | (1,087) | - | (1,087) | |||
| Net exchange differences | 20 | (60) | (40) | |||
| Result on financial assets at fair value with changes in profit or loss | - | 132 | 132 | |||
| Result from derivative financial instruments | - | 1 | 1 | |||
| Export Increase Program | - | - | - | |||
| Result from transactions with financial assets | - | - | - | |||
| Result from net monetary position | (63) | - | (63) | |||
| (1,025) | 73 | (952) |
Table of Contents
| F - <br>40 | |
|---|---|
| YPF SOCIEDAD ANONIMA | |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br> <br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
| 6. | FINANCIAL INSTRUMENTS BY CATEGORY (cont.) | |||||
|---|---|---|---|---|---|---|
| 2024 | ||||||
| --- | --- | --- | --- | --- | --- | --- |
| Financial and non-<br><br> <br>financial assets /<br><br> <br>liabilities at<br><br> <br>amortized cost | Financial assets /<br><br> <br>liabilities at fair value<br><br> <br>through profit or loss | Total | ||||
| Financial income | 134 | - | 134 | |||
| Financial costs | (1,169) | - | (1,169) | |||
| Net exchange differences <br>(1) | (60) | (31) | (91) | |||
| Result on financial assets at fair value with changes in profit or loss | - | 232 | 232 | |||
| Result from derivative financial instruments | - | (1) | (1) | |||
| Export Increase Program <br>(2) | - | 3 | 3 | |||
| Result from transactions with financial assets | - | (3) | (3) | |||
| Result from net monetary position | 39 | - | 39 | |||
| (1,056) | 200 | (856) | ||||
| 2023 | ||||||
| --- | --- | --- | --- | --- | --- | --- |
| Financial and non-<br><br> <br>financial assets /<br><br> <br>liabilities at<br><br> <br>amortized cost | Financial assets /<br><br> <br>liabilities at fair value<br><br> <br>through profit or loss | Total | ||||
| Financial income | 334 | - | 334 | |||
| Financial costs | (1,149) | - | (1,149) | |||
| Net exchange differences <br>(1) | 160 | (236) | (76) | |||
| Result on financial assets at fair value with changes in profit or loss | - | 289 | 289 | |||
| Result from derivative financial instruments | - | 7 | 7 | |||
| Export Increase Program <br>(2) | - | 22 | 22 | |||
| Result from transactions with financial assets | - | 32 | 32 | |||
| Result from net monetary position | 37 | - | 37 | |||
| (618) | 114 | (504) | ||||
| (1) | See Note 2.d). | |||||
| --- | --- | |||||
| (2) | See Note 35.j). | |||||
| --- | --- |
Fair value measurement
IFRS 13 “Fair value measurement” defines the fair value of a financial instrument as the amount for which an asset could be exchanged, or a financial liability settled, between knowledgeable, independent parties in an arm’s length transaction. All financial instruments measured at fair value are assigned to one of the valuation hierarchy levels specified under IFRS 13 (as well as loans measured at amortized cost whose fair value is disclosed in “Fair value of financial assets and financial liabilities measured at amortized cost” section below). This valuation hierarchy comprises 3 levels.
| (i) | Level 1: The valuation is based on unadjusted quoted prices in active markets for identical financial assets or liabilities that the Group can refer to at the end of the reporting period. A market is deemed active if transactions take place with sufficient frequency and in sufficient quantity for price information to be available on an ongoing basis. A quoted price in an active market provides the most reliable evidence of fair value and shall be used without adjustment to measure fair value whenever available. |
|---|---|
| (ii) | Level 2: The fair value is determined by using valuation methods based on inputs directly or indirectly observable in the market. If the financial instrument concerned has a fixed contract period, the inputs used for valuation must be observable for the whole of this period. |
| --- | --- |
| (iii) | Level 3: The Group uses valuation techniques not based on inputs observable in the market. This is only permissible insofar as no market data is available. The inputs reflect the Group’s assumptions regarding the factors, which market players would consider in their pricing. The Group uses the best available information, including internal data. |
| --- | --- |
Table of Contents
| F - 4<br>1 | |
|---|---|
| YPF SOCIEDAD ANONIMA | |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br> <br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
| 6. | FINANCIAL INSTRUMENTS BY CATEGORY (cont.) |
|---|
The tables below present the Group’s financial assets measured at fair value through profit or loss as of December 31, 2025, 2024 and 2023, and their allocation to their fair value hierarchy levels:
| 2025 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Financial assets | Level 1 | Level 2 | Level 3 | Total | ||||
| Investments in financial assets: | ||||||||
| - Public securities | 250 | - | - | 250 | ||||
| - Private securities - NO | 12 | - | - | 12 | ||||
| 262 | - | - | 262 | |||||
| Cash and cash equivalents: | ||||||||
| - Mutual funds | 382 | - | - | 382 | ||||
| - Public securities | 24 | - | - | 24 | ||||
| 406 | - | - | 406 | |||||
| 668 | - | - | 668 | |||||
| 2024 | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Financial assets | Level 1 | Level 2 | Level 3 | Total | ||||
| Investments in financial assets: | ||||||||
| - Public securities | 381 | - | - | 381 | ||||
| - Private securities - NO | 9 | - | - | 9 | ||||
| 390 | - | - | 390 | |||||
| Cash and cash equivalents: | ||||||||
| - Mutual funds | 439 | - | - | 439 | ||||
| - Public securities | - | - | - | - | ||||
| 439 | - | - | 439 | |||||
| 829 | - | - | 829 | |||||
| 2023 | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Financial assets | Level 1 | Level 2 | Level 3 | Total | ||||
| Investments in financial assets: | ||||||||
| - Public securities | 114 | - | - | 114 | ||||
| - Private securities - NO | - | - | - | - | ||||
| 114 | - | - | 114 | |||||
| Cash and cash equivalents: | ||||||||
| - Mutual funds | 96 | - | - | 96 | ||||
| - Public securities | - | - | - | - | ||||
| 96 | - | - | 96 | |||||
| 210 | - | - | 210 |
The Group has no financial liabilities measured at fair value through profit or loss.
Fair value estimates
The Group’s policy is to acknowledge transfers among the several categories of valuation hierarchies when occurred, or when there are changes in the prevailing circumstances requiring such transfer. During the years ended December 31, 2025, 2024 and 2023, there were no transfers between the different hierarchies used to determine the fair value of the Group’s financial instruments.
Fair value of financial assets and financial liabilities measured at amortized cost
The estimated fair value of loans, considering unadjusted listed prices (Level 1) for NO and interest rates offered to the Group (Level 3) for the remaining loans, amounted to 10,696, 8,811 and 7,547 as of December 31, 2025, 2024 and 2023, respectively.
The fair value of other receivables, trade receivables, cash and cash equivalents, other liabilities and accounts payable at amortized cost, do not differ significantly from their carrying amount.
| 7. | INTANGIBLE ASSETS | ||
|---|---|---|---|
| 2025 | 2024 | 2023 | |
| --- | --- | --- | --- |
| Net carrying amount of intangible assets | 1,108 | 531 | 407 |
| Provision for impairment of intangible assets | (40) | (40) | (40) |
| 1,068 | 491 | 367 |
Table of Contents
| F - 4<br>2 | |
|---|---|
| YPF SOCIEDAD ANONIMA | |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br> <br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
| 7. | INTANGIBLE ASSETS (cont.) |
|---|
The evolution of the Group’s intangible assets for the years ended December 31, 2025, 2024 and 2023 is as follows:
| Service<br> concessions | Exploration rights<br> and hydrocarbon<br> resources | Other intangibles | Total | |||||
|---|---|---|---|---|---|---|---|---|
| Cost | 933 | 110 | 453 | 1,496 | ||||
| Accumulated amortization | 675 | - | 397 | 1,072 | ||||
| Balance as of December 31, 2022 | 258 | 110 | 56 | 424 | ||||
| Cost | ||||||||
| Increases | 31 | - | 2 | 33 | ||||
| Increases from business combinations | - | - | - | - | ||||
| Translation effect | - | - | (60) | (60) | ||||
| Adjustment for inflation <br>(1) | - | - | 36 | 36 | ||||
| Decreases, reclassifications and other movements | - | - | - | - | ||||
| Accumulated amortization | ||||||||
| Increases | 28 | - | 9 | 37 | ||||
| Translation effect | - | - | (29) | (29) | ||||
| Adjustment for inflation <br>(1) | - | - | 18 | 18 | ||||
| Decreases, reclassifications and other movements | - | - | - | - | ||||
| Cost | 964 | 110 | 431 | 1,505 | ||||
| Accumulated amortization | 703 | - | 395 | 1,098 | ||||
| Balance as of December 31, 2023 | 261 | 110 | 36 | 407 | ||||
| Cost | ||||||||
| Increases | 86 | - | 4 | 90 | ||||
| Increases from business combinations | - | - | - | - | ||||
| Translation effect | - | - | (12) | (12) | ||||
| Adjustment for inflation <br>(1) | - | - | 51 | 51 | ||||
| Decreases, reclassifications and other movements | - | - | 62 | 62 | ||||
| Accumulated amortization | ||||||||
| Increases | 27 | - | 16 | 43 | ||||
| Translation effect | - | - | (7) | (7) | ||||
| Adjustment for inflation <br>(1) | - | - | 31 | 31 | ||||
| Decreases, reclassifications and other movements | - | - | - | - | ||||
| Cost | 1,050 | 110 | 536 | 1,696 | ||||
| Accumulated amortization | 730 | - | 435 | 1,165 | ||||
| Balance as of December 31, 2024 | 320 | 110 | 101 | 531 | ||||
| Cost | ||||||||
| Increases | 74 | - | 8 | 82 | ||||
| Increases from business combinations | - | 580 | - | 580 | ||||
| Translation effect | - | - | (31) | (31) | ||||
| Adjustment for inflation <br>(1) | - | - | 24 | 24 | ||||
| Decreases, reclassifications and other movements | - | (54) | 29 | (25) | ||||
| Accumulated amortization | ||||||||
| Increases | 27 | - | 34 | 61 | ||||
| Translation effect | - | - | (20) | (20) | ||||
| Adjustment for inflation <br>(1) | - | - | 15 | 15 | ||||
| Decreases, reclassifications and other movements | - | - | (3) | (3) | ||||
| Cost | 1,124 | 636 | 566 | 2,326 | ||||
| Accumulated amortization | 757 | - | 461 | 1,218 | ||||
| Balance as of December 31, 2025 | 367 | 636 | 105 | 1,108 | ||||
| (1) | Corresponds to the adjustment for inflation of opening balances of intangible assets of subsidiaries with the peso as functional currency which was charged to “Other comprehensive income” in the statement of comprehensive income. | |||||||
| --- | --- |
Likewise, in accordance with IFRS 8 “Operating segments”, intangible assets are geographically located in Argentina.
| 8. | PROPERTY, PLANT AND EQUIPMENT | |||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | 2023 | ||||
| --- | --- | --- | --- | --- | --- | --- |
| Net carrying amount of property, plant and equipment | 19,926 | 19,456 | 20,532 | |||
| Provision for obsolescence of materials and equipment | (484) | (223) | (171) | |||
| Provision for impairment of property, plant and equipment | (357) | (497) | (2,649) | |||
| 19,085 | 18,736 | 17,712 |
Table of Contents
| F - 4<br>3 | |
|---|---|
| YPF SOCIEDAD ANONIMA | |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br> <br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
| 8. | PROPERTY, PLANT AND EQUIPMENT (cont.) |
|---|
Changes in Group’s property, plant and equipment for the years ended December 31, 2025, 2024 and 2023 are as follows:
| Land and<br> buildings | Mining<br> property, wells<br> and related<br> equipment | Refinery<br> equipment and<br> petrochemical <br> plants | Transportation <br> equipment | Materials and<br> equipment in<br> warehouse | Drilling and <br> work in<br> progress | Exploratory <br> drilling in<br> progress | Furniture,<br> fixtures and<br> installations | Selling<br> equipment | Infrastructure<br> for natural gas<br> distribution | Other<br> property | Total | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Cost | 1,395 | 50,087 | 8,677 | 528 | 1,195 | 3,880 | 38 | 832 | 1,343 | 1,159 | 930 | 70,064 | ||||||||||||||
| Accumulated depreciation | 700 | 42,294 | 5,494 | 359 | - | - | - | 761 | 925 | 586 | 684 | 51,803 | ||||||||||||||
| Balance as of December 31, 2022 | 695 | 7,793 | 3,183 | 169 | 1,195 | 3,880 | 38 | 71 | 418 | 573 | 246 | 18,261 | ||||||||||||||
| Cost | ||||||||||||||||||||||||||
| Increases | 1 | 511 | (4) | 99 | 6 | 1,282 | 4,161 | 119 | 4 | - | - | 8 | 6,191 | (6) | ||||||||||||
| Increases from business combinations | - | - | - | - | - | - | - | - | - | - | - | - | ||||||||||||||
| Translation effect | (178) | - | - | (55) | (19) | (46) | - | (30) | - | (904) | (223) | (1,455) | ||||||||||||||
| Adjustment for inflation<br>(5) | 106 | - | - | 33 | 11 | 27 | - | 18 | - | 537 | 131 | 863 | ||||||||||||||
| Decreases, reclassifications and other movements | 16 | 2,503 | 135 | 165 | (1,030) | (2,357) | (26) | 45 | 39 | 18 | (3) | (495) | (3) | |||||||||||||
| Accumulated depreciation | ||||||||||||||||||||||||||
| Increases | 28 | 2,692 | (4) | 364 | 30 | - | - | - | 36 | 64 | 10 | 28 | 3,252 | |||||||||||||
| Translation effect | (96) | - | - | (36) | - | - | - | (27) | - | (455) | (150) | (764) | ||||||||||||||
| Adjustment for inflation<br>(5) | 57 | - | - | 22 | - | - | - | 16 | - | 270 | 88 | 453 | ||||||||||||||
| Decreases, reclassifications and other movements | (1) | (92) | - | (5) | - | - | - | - | (8) | - | (2) | (108) | ||||||||||||||
| Cost | 1,340 | 53,101 | 8,911 | 677 | 1,439 | 5,665 | 131 | 869 | 1,382 | 810 | 843 | 75,168 | ||||||||||||||
| Accumulated depreciation | 688 | 44,894 | 5,858 | 370 | - | - | - | 786 | 981 | 411 | 648 | 54,636 | ||||||||||||||
| Balance as of December 31, 2023 | 652 | 8,207 | (1) | 3,053 | 307 | 1,439 | 5,665 | 131 | 83 | 401 | 399 | 195 | 20,532 | |||||||||||||
| Cost | ||||||||||||||||||||||||||
| Increases | 1 | 169 | (4) | 95 | 28 | 1,263 | 3,928 | 99 | 2 | - | - | 15 | 5,600 | (6) | ||||||||||||
| Increases from business combinations | - | - | - | - | - | - | - | - | - | - | - | - | ||||||||||||||
| Translation effect | (43) | - | - | (12) | (4) | (6) | - | (7) | - | (176) | (42) | (290) | ||||||||||||||
| Adjustment for inflation<br>(5) | 151 | - | - | 48 | 16 | 24 | - | 31 | - | 746 | 182 | 1,198 | ||||||||||||||
| Decreases, reclassifications and other movements | (94) | (24,759) | 325 | (13) | (1,151) | (3,543) | (171) | 1 | 183 | (5) | (45) | (29,272) | (3)<br><br>(7) | |||||||||||||
| Accumulated depreciation | ||||||||||||||||||||||||||
| Increases | 29 | 2,160 | 372 | 41 | - | - | - | 39 | 72 | 25 | 33 | 2,771 | ||||||||||||||
| Translation effect | (19) | - | - | (8) | - | - | - | (5) | - | (89) | (30) | (151) | ||||||||||||||
| Adjustment for inflation<br>(5) | 80 | - | - | 32 | - | - | - | 22 | - | 376 | 129 | 639 | ||||||||||||||
| Decreases, reclassifications and other movements | (63) | (24,725) | - | (57) | - | - | - | (42) | (12) | (12) | (36) | (24,947) | (7) | |||||||||||||
| Cost | 1,355 | 28,511 | 9,331 | 728 | 1,563 | 6,068 | 59 | 896 | 1,565 | 1,375 | 953 | 52,404 | ||||||||||||||
| Accumulated depreciation | 715 | 22,329 | 6,230 | 378 | - | - | - | 800 | 1,041 | 711 | 744 | 32,948 | ||||||||||||||
| Balance as of December 31, 2024 | 640 | 6,182 | (1) | 3,101 | 350 | 1,563 | 6,068 | 59 | 96 | 524 | 664 | 209 | 19,456 |
Table of Contents
| F - 4<br>4 | |
|---|---|
| YPF SOCIEDAD ANONIMA | |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br> <br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
| 8. | PROPERTY, PLANT AND EQUIPMENT (cont.) | ||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Land and<br> buildings | Mining<br> property,<br> wells and<br> related<br> equipment | Refinery<br> equipment<br> and<br> petrochemical <br> plants | Transportation <br> equipment | Materials and<br> equipment in<br> warehouse | Drilling<br> and work<br> in<br> progress | Exploratory <br> drilling in<br> progress | Furniture,<br> fixtures and<br> installations | Selling<br> equipment | Infrastructure<br> for natural gas <br> distribution | Other<br> property | Total | ||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Cost | 1,355 | 28,511 | 9,331 | 728 | 1,563 | 6,068 | 59 | 896 | 1,565 | 1,375 | 953 | 52,404 | |||||||||||||||||
| Accumulated depreciation | 715 | 22,329 | 6,230 | 378 | - | - | - | 800 | 1,041 | 711 | 744 | 32,948 | |||||||||||||||||
| Balance as of December 31, 2024 | 640 | 6,182 | (1) | 3,101 | 350 | 1,563 | 6,068 | 59 | 96 | 524 | 664 | 209 | 19,456 | ||||||||||||||||
| Cost | |||||||||||||||||||||||||||||
| Increases | 1 | 175 | 125 | 17 | 867 | 3,673 | 40 | 3 | - | - | 8 | 4,909 | (6) | ||||||||||||||||
| Increases from business combinations | 11 | 184 | 51 | 93 | 46 | 50 | - | - | - | - | - | 435 | |||||||||||||||||
| Translation effect | (81) | - | - | (31) | (10) | (16) | - | (18) | - | (399) | (100) | (655) | |||||||||||||||||
| Adjustment for inflation<br>(5) | 62 | - | - | 24 | 8 | 12 | - | 14 | - | 304 | 78 | 502 | |||||||||||||||||
| Decreases, reclassifications and other movements | (24) | (1,174) | (4) | 555 | 178 | (1,200) | (4,376) | (85) | 23 | 37 | 40 | (17) | (6,043) | (3) | (8) | (9) | |||||||||||||
| Accumulated depreciation | |||||||||||||||||||||||||||||
| Increases | 27 | 2,348 | (4) | 389 | 59 | - | - | - | 40 | 75 | 26 | 28 | 2,992 | ||||||||||||||||
| Translation effect | (45) | - | - | (19) | - | - | - | (11) | - | (205) | (74) | (354) | |||||||||||||||||
| Adjustment for inflation<br>(5) | 34 | - | - | 14 | - | - | - | 9 | - | 157 | 56 | 270 | |||||||||||||||||
| Decreases, reclassifications and other movements | (28) | (4,134) | - | (29) | - | - | - | (10) | (1) | (1) | (27) | (4,230) | (8) | (9) | |||||||||||||||
| Cost | 1,324 | 27,696 | 10,062 | 1,009 | 1,274 | 5,411 | 14 | 918 | 1,602 | 1,320 | 922 | 51,552 | |||||||||||||||||
| Accumulated depreciation | 703 | 20,543 | 6,619 | 403 | - | - | - | 828 | 1,115 | 688 | 727 | 31,626 | |||||||||||||||||
| Balance as of December 31, 2025 | 621 | 7,153 | (1) | 3,443 | 606 | 1,274 | 5,411 | 14 | (2) | 90 | 487 | 632 | 195 | 19,926 | |||||||||||||||
| (1) | Includes 293, 144 and 269 of mineral property as of December 31, 2025, 2024 and 2023, respectively. | ||||||||||||||||||||||||||||
| --- | --- | ||||||||||||||||||||||||||||
| (2) | As of December 31, 2025, there are 12 exploratory wells in progress. During the year ended on such date, drilling of 12 wells were started, 2 wells were charged to exploratory expense, and 8 well was transferred to properties with proved reserves in the “Mining property, wells and related equipment” account. | ||||||||||||||||||||||||||||
| --- | --- | ||||||||||||||||||||||||||||
| (3) | Includes 20, 2 and 4 of net carrying amount charged to provision for obsolescence of materials and equipment for the years ended December 31, 2025, 2024 and 2023, respectively. | ||||||||||||||||||||||||||||
| --- | --- | ||||||||||||||||||||||||||||
| (4) | Includes (219), 169 and 507 corresponding to (reversal) / costs of hydrocarbon wells abandonment as of December 31, 2025, 2024 and 2023, respectively, and 82 and 13 of depreciation recovery for the years ended December 31, 2025 and 2023, respectively. | ||||||||||||||||||||||||||||
| --- | --- | ||||||||||||||||||||||||||||
| (5) | Corresponds to adjustment for inflation of opening balances of property, plant and equipment of subsidiaries with the peso as functional currency which was charged to “Other comprehensive income” in the statement of comprehensive income. | ||||||||||||||||||||||||||||
| --- | --- | ||||||||||||||||||||||||||||
| (6) | Includes 9, 31 and 57 corresponding to short-term leases as of December 31, 2025, 2024 and 2023, respectively; includes 14, 21 and 6 corresponding to the variable charge of leases related to the underlying asset use or performance as of December 31, 2025, 2024 and 2023, respectively. Additionally, includes 57, 61 and 68 corresponding to the capitalization of depreciation of <br>right-of-use<br> assets as of December 31, 2025, 2024 and 2023, respectively (see Note 9); and 8, 10 and 13 corresponding to capitalization of the financial accretion of the lease liability as of December 31, 2025, 2024 and 2023, respectively (see Note 21). | ||||||||||||||||||||||||||||
| --- | --- | ||||||||||||||||||||||||||||
| (7) | Includes 28,586 and 24,915 of cost and accumulated depreciation, respectively, of assets related to the Mature Fields Project reclassified to the “Assets held for sale” line item in the statement of financial position, see Notes 2.b.13) and 11.a). | ||||||||||||||||||||||||||||
| --- | --- | ||||||||||||||||||||||||||||
| (8) | Includes 380 and 74 of cost and accumulated depreciation, respectively, of assets related to the “Aguada del Chañar” exploitation concession reclassified to the “Assets held for sale” line item in the statement of financial position, see Notes 2.b.13) and 11.b). | ||||||||||||||||||||||||||||
| --- | --- | ||||||||||||||||||||||||||||
| (9) | Includes 4,630 and 3,879 of cost and accumulated depreciation, respectively, of assets related to the “Cerro Fortunoso”, “Valle del Río Grande” and “Manantiales Behr” exploitation concessions within the context of the Optimization plan of the conventional Upstream portfolio reclassified to the “Assets held for sale” line item in the statement of financial position, see Notes 2.b.13) and 11.a). | ||||||||||||||||||||||||||||
| --- | --- |
Table of Contents
| F - 4<br>5 | |
|---|---|
| YPF SOCIEDAD ANONIMA | |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br> <br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
| 8. | PROPERTY, PLANT AND EQUIPMENT (cont.) |
|---|
The Group capitalizes the financial cost of loans as part of the cost of the property, plant and equipment. For the fiscal year ended December 31, 2025, 2024 and 2023, the rate of capitalization was 7.10%, 7.22% and 7.89%, respectively, and the amount capitalized amounted to 14, 6 and 17, respectively.
Set forth present is the evolution of the provision for obsolescence of materials and equipment for the years ended December 31, 2025, 2024 and 2023:
| 2025 | 2024 | 2023 | ||||
|---|---|---|---|---|---|---|
| Balance at the beginning of the year | 223 | 171 | 151 | |||
| Increases charged to profit or loss | 371 | 53 | 24 | |||
| Decreases charged to profit or loss | (41) | - | - | |||
| Applications due to utilization | (20) | (2) | (4) | |||
| Translation effect | (2) | - | (2) | |||
| Adjustment for inflation<br>(1) | 2 | 1 | 2 | |||
| Reclassifications | (49) | - | - | |||
| Balance at the end of the year | 484 | 223 | 171 | |||
| (1) | Corresponds to the adjustment for inflation of opening balances of the provision for obsolescence of materials and equipment of subsidiaries with the peso as functional currency which was charged to “Other comprehensive income” in the statement of comprehensive income. | |||||
| --- | --- |
Set forth present is the evolution of the provision for impairment of property, plant and equipment for the years ended December 31, 2025, 2024 and 2023:
| 2025 | 2024 | 2023 | |||||
|---|---|---|---|---|---|---|---|
| Balance at the beginning of the year | 497 | 2,649 | 600 | ||||
| Increases charged to profit or loss | 2 | 66 | 2,288 | ||||
| Decreases charged to profit or loss | (7) | - | - | ||||
| Depreciation<br>(1) | (135) | (325) | (236) | ||||
| Translation effect | (4) | (2) | (7) | ||||
| Adjustment for inflation<br>(2) | 4 | 5 | 4 | ||||
| Reclassifications | - | (1,896) | (3) | - | |||
| Balance at the end of the year | 357 | 497 | 2,649 | ||||
| (1) | Included in “Depreciation of property, plant and equipment” line item in the statement of comprehensive income, see Note 27. | ||||||
| --- | --- | ||||||
| (2) | Corresponds to the adjustment for inflation of opening balances of the provision for impairment of property, plant and equipment of subsidiaries with the peso as functional currency which was charged to “Other comprehensive income” in the statement of comprehensive income. | ||||||
| --- | --- | ||||||
| (3) | Includes 1,893 of the provision for impairment associated with assets related to the Mature Fields Project reclassified to the “Assets held for sale” line item in the statement of financial position, see Notes 2.b.13) and 11.a). | ||||||
| --- | --- |
The Group estimates the recoverable amount of property, plant and equipment based on the guidelines and methodology mentioned in Notes 2.b.5) and 2.c).
The Group permanently monitors the outlook of the businesses where it operates. In general, it analyzes macroeconomic variables such as price indexes and currency devaluation, among others, and in particular, for the natural gas market, the demand volume to be covered and natural gas sales prices.
In relation to the natural gas market, incentive schemes were established in recent years in order to increase the domestic production of natural gas. As of 2018 and 2019, an excess in the supply from the increased production on unconventional fields with respect to the domestic demand was observed at specific times of the year, an unusual situation in the past, which affected natural gas production due to the temporary shutdown of wells. This situation generated a reduction in natural gas sales prices in the local market, which generated a drop in natural gas production due to the lack of incentives to develop projects. Consequently, on November 16, 2020, the National Government approved the Plan GasAr 2020-2024 with the aim of making viable investments to increase the production of natural gas in all the country’s basins and satisfy the hydrocarbon needs of the local market. Subsequently and with the same objective, on November 4, 2022, the National Government approved the Plan GasAr 2023-2028. Within this framework, YPF undertook natural gas production commitments in the Neuquina and Northwest basins. See Note 35.f.1).
Table of Contents
| F - 4<br>6 | |
|---|---|
| YPF SOCIEDAD ANONIMA | |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br> <br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
| 8. | PROPERTY, PLANT AND EQUIPMENT (cont.) |
|---|
As of September 30, 2023, the Group recognized an impairment charge of property, plant and equipment for the CGU Gas - Neuquina Basin of 506 (329 net of the income tax effect), generated by a combination of variables, including mainly, a higher competition in the domestic natural gas market which may lead to a drop in natural gas sales prices in the medium and long term and a consequent adequacy of our production. The discount rate after income tax used as of September 30, 2023 was 14.89%. In addition, as of December 31, 2023, the carrying amount of the net assets of the CGU Gas - Neuquina Basin amounted to 2,400 and approximated its recoverable amount.
On February 29, 2024 (see Note 11.a)) YPF’s Board of Directors resolved the disposal of certain groups of assets related to the Upstream business segment, mainly mature fields related to the CGU Oil, CGU Gas - Austral Basin and CGU Gas - Neuquina Basin and analyzed fair value less cost of disposal to be less than their carrying amount. The Company considered this to be an impairment loss indicator under IAS 36. Accordingly, the Company performed an impairment review separately from its CGU and recognized an impairment charge of property, plant and equipment of 1,782 (1,158 net of the income tax effect) as of December 31, 2023, considering the net assets and recoverable amount of each disposal group.
Considering, most of the transactions of oil and gas assets in Argentina during recent years are related to fields where the main targeted reservoirs are unconventional formations (specifically, the Vaca Muerta formation), and for the transactions that could be considered comparable to the assets evaluated in each disposal group, the publicly available information was insufficient to derive conclusions for a fair value in active markets for identical assets to those of each disposal group (Level 1), or inputs other than quoted prices included within Level 1 that are observable for the assets, either directly or indirectly (Level 2), the recoverable amount for each disposal group was determined applying an asset valuation technique commonly used in the oil and gas industry which is the discounted cash flow analysis technique. This valuation technique is considered to be Level 3 in the fair value hierarchy due to unobservable inputs used in the valuation, representing the fair value less costs of disposal measurement. In estimating the discounted cash flows of the disposal groups, the Company worked closely with a third-party qualified independent valuer not related to the Group, with appropriate qualifications, to establish the appropriate valuation techniques and inputs to the model.
This valuation technique required projections of production, operating expenses, capital expenditures, hydrocarbon wells abandonment costs, royalties and taxes and the date of the termination of the concessions. The key assumptions to which the disposal groups recoverable amounts are most sensitive are production, crude oil and natural gas prices, discount rate and macroeconomic variables. Values for reserves were expressed in terms of future gross revenues, future net revenues, present value and considering a ten-year extension of the termination of certain concessions expiring in the near term. Future net revenues were calculated by deducting from future gross revenues royalties paid in cash, operating expenses, capital expenditures and hydrocarbon wells abandonment costs, production taxes, and income tax. Operating expenses include fields operating expenses, transportation and processing expenses, and an allocation of overhead that directly relates to production activities. Capital expenditures include drilling and completion costs, facilities costs, and maintenance costs. Hydrocarbon wells abandonment costs are those costs associated with the removal of facilities, plugging of wells and reclamation and restoration associated with the abandonment of hydrocarbon wells. The recoverable amount was defined as future net revenues discounted at a discount rate after income tax, which as of December 31, 2023 was 15%.
As of December 31, 2024, the Group recognized an impairment charge of property, plant and equipment for the CGU Gas - Northwest Basin of 58 (37 net of income tax effect), generated by a combination of variables, but mainly due to production costs increases. The discount rate after income tax used as of December 31, 2024 was 14.80%, and the recoverable amount after income tax as of such date of the CGU Gas - Northwest Basin was 28. In addition, as of December 31, 2024, the carrying amount of the net assets of the CGU Gas - Neuquina Basin amounted to 2,769 and approximated its recoverable amount.
Table of Contents
| F - 4<br>7 | |
|---|---|
| YPF SOCIEDAD ANONIMA | |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br> <br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
| 8. | PROPERTY, PLANT AND EQUIPMENT (cont.) |
|---|
As of December 31, 2025, the carrying amounts of the net assets of the CGU Gas - Cuenca Neuquina and the CGU Gas - Cuenca Noroeste amount to 2,804 and 9, respectively. The Group will continue analyzing the prospects for the variables mentioned above to further estimate their impact on expected cash flows.
Likewise, in accordance with IFRS 8, the distribution of property, plant and equipment by geographic area is broken down below:
| 2025 | 2024 | 2023 | ||||
|---|---|---|---|---|---|---|
| Argentina | 19,084 | 18,735 | 17,702 | |||
| Mercosur and associated countries | 1 | 1 | 10 | |||
| 19,085 | 18,736 | 17,712 | ||||
| 9. | RIGHT-OF-USE<br> ASSETS | |||||
| --- | --- |
Lease contracts in which the Group is the lessee mainly correspond to:
| - | Land and buildings, which include: |
|---|---|
| (i) | Reservoirs and land necessary to mount surface installations for the underground storage of natural gas, whose contracts have an average term of 4 years and establish minimum guaranteed payments based on the contractual terms and conditions. |
| --- | --- |
| (ii) | Permits for the use of ports and land, whose contracts have an average term of 7 years and establish minimum guaranteed payments based on the contractual terms and conditions. |
| --- | --- |
| - | Exploitation equipment and facilities, which include drilling and workover equipment and lifting pumps. These contracts with an average term of 7 years, establish minimum guaranteed payments on the basis of the availability the Group has over these assets, and variable payments calculated on the basis of a rate per unit of use (per hour or day). |
| --- | --- |
| - | Machinery and equipment, which include: |
| --- | --- |
| (i) | Equipment for natural gas compression and power generation, whose contracts have an average term of 6 years and establish minimum payments based on the available power, and variable payments calculated on the basis of a rate per generation unit. |
| --- | --- |
| (ii) | Regasification and gas liquefaction equipment, whose contracts have an average term of 4 years and establish minimum guaranteed payments based on the availability the Group has over these assets. |
| --- | --- |
| - | Gas stations, whose contracts include the lease of land and associated facilities, have an average term of 10 years and establish payments based on a given quantity of fuel. |
| --- | --- |
| - | Transportation equipment, which include: |
| --- | --- |
| (i) | Vessels and barges for hydrocarbon transportation, whose contracts have an average term of 3 years and establish minimum guaranteed payments based on the availability the Group has over these assets. |
| --- | --- |
| (ii) | Truck fleets, whose contracts have an average term of 3 years and establish variable payments estimated on the basis of a rate per unit of use (per kilometer travelled). In some cases, minimum payments are stipulated based on the availability the Group has over these assets. |
| --- | --- |
Table of Contents
| F - 4<br>8 | |
|---|---|
| YPF SOCIEDAD ANONIMA | |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br> <br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
| 9. | RIGHT-OF-USE<br> ASSETS (cont.) |
|---|
The evolution of the Group’s right-of-use assets as of December 31, 2025, 2024 and 2023 is as follows:
| Land and<br> buildings | Exploitation<br> facilities and<br> equipment | Machinery<br> and<br> equipment | Gas<br> stations | Transportation<br> equipment | Total | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Cost | 33 | 495 | 283 | 100 | 370 | 1,281 | |||||||
| Accumulated depreciation | 19 | 301 | 209 | 44 | 167 | 740 | |||||||
| Balance as of December 31, 2022 | 14 | 194 | 74 | 56 | 203 | 541 | |||||||
| Cost | |||||||||||||
| Increases | 13 | 93 | 169 | 1 | 128 | 404 | |||||||
| Translation effect | (1) | - | - | (18) | - | (19) | |||||||
| Adjustment for inflation <br>(2) | - | - | - | 11 | - | 11 | |||||||
| Decreases, reclassifications and other movements | (5) | (21) | (1) | - | - | (27) | |||||||
| Accumulated depreciation | |||||||||||||
| Increases | 6 | 119 | 43 | 9 | 111 | 288 | (1) | ||||||
| Translation effect | (1) | - | - | (10) | - | (11) | |||||||
| Adjustment for inflation <br>(2) | - | - | - | 6 | - | 6 | |||||||
| Decreases, reclassifications and other movements | - | (4) | - | - | - | (4) | |||||||
| Cost | 40 | 567 | 451 | 94 | 498 | 1,650 | |||||||
| Accumulated depreciation | 24 | 416 | 252 | 49 | 278 | 1,019 | |||||||
| Balance as of December 31, 2023 | 16 | 151 | 199 | 45 | 220 | 631 | |||||||
| Cost | |||||||||||||
| Increases | 12 | 16 | 219 | 11 | 186 | 444 | |||||||
| Translation effect | - | - | - | (3) | - | (3) | |||||||
| Adjustment for inflation <br>(2) | 1 | - | - | 14 | - | 15 | |||||||
| Decreases, reclassifications and other movements | (1) | (15) | (59) | (2) | (11) | (88) | |||||||
| Accumulated depreciation | |||||||||||||
| Increases | 7 | 101 | 88 | 12 | 123 | 331 | (1) | ||||||
| Translation effect | - | - | - | (3) | - | (3) | |||||||
| Adjustment for inflation <br>(2) | 1 | - | - | 10 | - | 11 | |||||||
| Decreases, reclassifications and other movements | - | (15) | (56) | (1) | (11) | (83) | |||||||
| Cost | 52 | 568 | 611 | 114 | 673 | 2,018 | |||||||
| Accumulated depreciation | 32 | 502 | 284 | 67 | 390 | 1,275 | |||||||
| Balance as of December 31, 2024 | 20 | 66 | 327 | 47 | 283 | 743 | |||||||
| Cost | |||||||||||||
| Increases | - | 37 | 40 | - | 139 | 216 | |||||||
| Translation effect | - | - | - | (8) | - | (8) | |||||||
| Adjustment for inflation <br>(2) | - | - | - | 5 | - | 5 | |||||||
| Decreases, reclassifications and other movements | (7) | (19) | (4) | - | (51) | (81) | |||||||
| Accumulated depreciation | |||||||||||||
| Increases | 6 | 35 | 111 | 11 | 180 | 343 | (1) | ||||||
| Translation effect | - | - | - | (6) | - | (6) | |||||||
| Adjustment for inflation <br>(2) | - | - | - | 4 | - | 4 | |||||||
| Decreases, reclassifications and other movements | (1) | (2) | - | - | - | (3) | |||||||
| Cost | 45 | 586 | 647 | 111 | 761 | 2,150 | |||||||
| Accumulated depreciation | 37 | 535 | 395 | 76 | 570 | 1,613 | |||||||
| Balance as of December 31, 2025 | 8 | 51 | 252 | 35 | 191 | 537 | |||||||
| (1) | Includes <br>286<br>, <br>270<br>and 220 that were charged to “Depreciation of <br>right-of-use<br> assets” line in the statement of comprehensive income for the years ended December 31, 2025, 2024 and 2023, respectively, (see Note 27), and includes 57, 61 and 68 that were capitalized in “Property, plant and equipment” in the statement of financial position (see Note 8). | ||||||||||||
| --- | --- | ||||||||||||
| (2) | Corresponds to the adjustment for inflation of opening balances of <br>right-of-use<br> assets of subsidiaries with the peso as functional currency which was charged to “Other comprehensive income” in the statement of comprehensive income. | ||||||||||||
| --- | --- |
Likewise, in accordance with IFRS 8, right-of-use assets are geographically located in Argentina.
Table of Contents
| F - <br>4<br>9 | |
|---|---|
| YPF SOCIEDAD ANONIMA | |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br> <br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
- INVESTMENTS IN ASSOCIATES AND JOINT VENTURES
The following table presents the value of the investments in associates and joint ventures at an aggregate level as of December 31, 2025, 2024 and 2023:
| 2025 | 2024 | 2023 | ||||
|---|---|---|---|---|---|---|
| Amount of investments in associates | 326 | 212 | 142 | |||
| Amount of investments in joint ventures | 1,284 | 1,748 | 1,534 | |||
| 1,610 | 1,960 | 1,676 |
The main concepts which affected the value of the aforementioned investments during the years ended December 31, 2025, 2024 and 2023, correspond to:
| 2025 | 2024 | 2023 | |||||
|---|---|---|---|---|---|---|---|
| Balance at the beginning of the year | 1,960 | 1,676 | 1,905 | ||||
| Acquisitions and contributions | 96 | - | 5 | ||||
| Capitalization in associates and joint ventures | 12 | - | - | ||||
| Income on investments in associates and joint ventures | 122 | 396 | 94 | ||||
| Distributed dividends | (249) | (4) | (174) | (275) | |||
| Translation differences | (17) | (13) | (99) | ||||
| Adjustment for inflation <br>(1) | 18 | 75 | 46 | ||||
| Decrease from sale of companies <br>(2) | (261) | - | - | ||||
| Other movements <br>(3) | (71) | - | - | ||||
| Balance at the end of the year | 1,610 | 1,960 | 1,676 | ||||
| (1) | Corresponds to the adjustment for inflation of opening balances of associates and joint ventures with the peso as functional currency which was charged to “Other comprehensive income” in the statement of comprehensive income. | ||||||
| --- | --- | ||||||
| (2) | Corresponds to the decrease due to the sale of Profertil, see Note 3. | ||||||
| --- | --- | ||||||
| (3) | Corresponds to the decrease in the OLCLP and Refinor joint ventures, see Note 3. | ||||||
| --- | --- | ||||||
| (4) | Includes 23 that were offset by trade liabilities. | ||||||
| --- | --- |
The following table presents the principal amounts of the results of the investments in associates and joint ventures of the Group, calculated according to the equity method, for the years ended December 31, 2025, 2024 and 2023. The values reported by these companies have been adjusted, if applicable, to adapt them to the accounting policies used by the Company for the calculation of the equity method value in the aforementioned dates:
| Associates | Joint ventures | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2023 | 2025 | 2024 | 2023 | |||||||
| Net income | 57 | 29 | (2) | 65 | 367 | 96 | ||||||
| Other comprehensive income | (7) | 42 | (23) | 8 | 20 | (30) | ||||||
| Comprehensive income for the year | 50 | 71 | (25) | 73 | 387 | 66 |
Table of Contents
| F - <br>50 | |
|---|---|
| YPF SOCIEDAD ANONIMA | |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br> <br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
- INVESTMENTS IN ASSOCIATES AND JOINT VENTURES (cont.)
The Company has no investments in subsidiaries with significant non-controlling interests. Likewise, the Company has no significant investments in associates and joint ventures, except for the investment in YPF EE.
The financial information corresponding to YPF EE’s assets and liabilities as of December 31, 2025, 2024 and 2023, as well as the results as of such dates, are detailed below:
| 2025 <br>(1) | 2024 <br>(1) | 2023 <br>(1) | ||||
|---|---|---|---|---|---|---|
| Total <br>non-current<br> assets | 2,219 | 2,147 | 2,102 | |||
| Cash and cash equivalents | 204 | 240 | 114 | |||
| Other current assets | 222 | 243 | 152 | |||
| Total current assets | 426 | 483 | 266 | |||
| Total assets | 2,645 | 2,630 | 2,368 | |||
| Financial liabilities (excluding “Accounts payable”, “Provisions” and “Other liabilities“items) | 786 | 736 | 720 | |||
| Other <br>non-current<br> liabilities | 175 | 64 | 204 | |||
| Total <br>non-current<br> liabilities | 961 | 800 | 924 | |||
| Financial liabilities (excluding “Accounts payable”, “Provisions” and “Other liabilities “items) | 234 | 291 | 188 | |||
| Other current liabilities | 186 | 213 | 143 | |||
| Total current liabilities | 420 | 504 | 331 | |||
| Total liabilities | 1,381 | 1,304 | 1,255 | |||
| Total shareholders’ equity <br>(2) | 1,264 | 1,326 | 1,113 | |||
| Dividends received <br>(3) | 36 | 36 | 35 | |||
| Closing exchange rates <br>(4) | 1,450.50 | 1,030.50 | 806.95 | |||
| 2025 <br>(1) | 2024 <br>(1) | 2023 <br>(1) | ||||
| --- | --- | --- | --- | --- | --- | --- |
| Revenues | 655 | 534 | 531 | |||
| Interest income | 13 | 31 | 42 | |||
| Depreciation and amortization | (176) | (161) | (143) | |||
| Interest loss | (63) | (66) | (56) | |||
| Income tax | (208) | 195 | (266) | |||
| Operating profit | 272 | 120 | 273 | |||
| Net income | 5 | 276 | (53) | |||
| Other comprehensive income | 449 | 292 | 2,414 | |||
| Total comprehensive income | 454 | 568 | 2,361 | |||
| Average exchange rates <br>(4) | 1,242.09 | 914.67 | 294.95 | |||
| (1) | The financial information arises from the statutory consolidated financial statements of YPF EE and the amounts are translated to U.S. dollars using the exchange rates indicated. On this information, accounting adjustments have been made for the calculation of the equity method value and in the results of YPF EE. The adjusted equity and results do not differ significantly from the financial information disclosed here. | |||||
| --- | --- | |||||
| (2) | Includes the <br>non-controlling<br> interest. | |||||
| --- | --- | |||||
| (3) | The amounts are translated to U.S. dollars using the exchange rate at the date of the dividends’ payment. | |||||
| --- | --- | |||||
| (4) | Corresponds to the average seller/buyer exchange rate of BNA. | |||||
| --- | --- |
The following table presents the value of the investments in associates and joint ventures on a disaggregated basis as of December 31, 2025, 2024 and 2023:
| Name of entity | 2025 | 2024 | 2023 | |||
|---|---|---|---|---|---|---|
| Joint ventures: <br>(1) | ||||||
| YPF EE | 827 | 875 | 735 | |||
| MEGA | 166 | 182 | 133 | |||
| Profertil <br>(2) | - | 345 | 339 | |||
| OLCLP <br>(2) | - | 43 | 34 | |||
| CT Barragán | 242 | 230 | 250 | |||
| Associates: | ||||||
| Oldelval | 98 | 63 | 55 | |||
| Termap | 20 | 20 | 15 | |||
| OTAMERICA | 35 | 38 | 25 | |||
| CDS | 29 | 31 | 26 | |||
| YPF Gas | 53 | 52 | 17 | |||
| VMOS | 73 | - | - | |||
| Others <br>(3) | 67 | 81 | 47 | |||
| 1,610 | 1,960 | 1,676 | ||||
| (1) | Based on the terms of the shareholders’ agreements, there is joint control by the shareholders of these companies. | |||||
| --- | --- | |||||
| (2) | See Note 3. | |||||
| --- | --- | |||||
| (3) | Includes Refinor, OTA, OTC, GPA, Petrofaro S.A., Bioceres S.A., Bizoy S.A., Santa Fe Bio S.A. and Southern Energy S.A. Since October 28, 2025 Refinor is a subsidiary of YPF, see Note 3. | |||||
| --- | --- |
Table of Contents
| F - 5<br>1 | |
|---|---|
| YPF SOCIEDAD ANONIMA | |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br> <br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
- ASSETS HELD FOR SALE AND ASSOCIATED LIABILITIES
The following table presents the main assets held for sale and associated liabilities as of December 31, 2025 and 2024:
| Upstream | Midstream and<br><br> <br>Downstream | Total | ||||
|---|---|---|---|---|---|---|
| For the year ended December 31, 2025 | ||||||
| Assets held for sale | ||||||
| Property, plant and equipment - Optimization plan of the conventional Upstream portfolio | 1,013 | - | 1,013 | |||
| Property, plant and equipment - Gas stations | - | 6 | 6 | |||
| Assets of YPF Brasil | - | - | - | |||
| 1,013 | 6 | 1,019 | ||||
| Liabilities directly associated with assets held for sale | ||||||
| Provision for hydrocarbon wells abandonment obligations - Optimization plan of the conventional Upstream portfolio | 1,172 | - | 1,172 | |||
| Provision for environmental liabilities - Optimization plan of the conventional Upstream portfolio | 5 | - | 5 | |||
| Liabilities for concessions - Optimization plan of the conventional Upstream portfolio | 4 | - | 4 | |||
| Liabilities of YPF Brasil | - | - | - | |||
| 1,181 | - | 1,181 | ||||
| Upstream | Midstream and<br><br> <br>Downstream | Total | ||||
| --- | --- | --- | --- | --- | --- | --- |
| For the year ended December 31, 2024 | ||||||
| Assets held for sale | ||||||
| Property, plant and equipment - Optimization plan of the conventional Upstream portfolio | 1,506 | - | 1,506 | |||
| Property, plant and equipment - Gas stations | - | 10 | 10 | |||
| Assets of YPF Brasil <br>(1) | - | 21 | 21 | |||
| 1,506 | 31 | 1,537 | ||||
| Liabilities directly associated with ass<br>ets<br>held for sale | ||||||
| Provision for hydrocarbon wells abandonment obligations - Optimization plan of the conventional Upstream portfolio | 2,051 | - | 2,051 | |||
| Provision for environmental liabilities - Optimization plan of the conventional Upstream portfolio | 53 | - | 53 | |||
| Liabilities for concessions - Optimization plan of the conventional Upstream portfolio | 14 | - | 14 | |||
| Liabilities of YPF Brasil <br>(1) | - | 18 | 18 | |||
| 2,118 | 18 | 2,136 | ||||
| (1) | On January 31, 2025, YPF sold its 100% interest in YPF Brasil. | |||||
| --- | --- |
As of December 31, 2023, the Group did not classify assets as held for sale.
11.a) Optimization plan of the conventional Upstream portfolio
11.a.1) Description of the Plan
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 related to the CGU Oil, CGU Gas - Austral Basin and CGU Gas - Neuquina Basin. This disposal of assets related to mature fields, named “Mature Fields Project”, is consistent with the Company’s management plans, which considers that the rationalization of the conventional Upstream portfolio is one of the drivers on which the YPF’s strategy is based, with focus on activities and investments in unconventional fields.
During 2024 and 2025 YPF signed different assignment agreements for 15 groups of assets (46 areas), subject to the fulfillment of agreed closing conditions, including applicable regulatory and provincial approvals. The remaining groups of assets are in negotiations with third parties for their disposal or reversion.
As part of the optimization plan of the conventional Upstream portfolio, on December 11, 2025, YPF’s Board of Directors resolved the disposal of new groups of assets related to 3 areas in the Provinces of Mendoza and Chubut. During January and February 2026 YPF signed assignment agreements for these assets, subject to the fulfillment of agreed closing conditions, including applicable regulatory and provincial approvals.
Table of Contents
| F - 5<br>2 | |
|---|---|
| YPF SOCIEDAD ANONIMA | |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br> <br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
- ASSETS HELD FOR SALE AND ASSOCIATED LIABILITIES (cont.)
As of the date of issuance of these consolidated financial statements, as mentioned above, the Company has signed assignment agreements for certain groups of assets that are subject to closing conditions mainly related to regulatory and provincial approvals, for which the Company is taking the necessary steps to close; and it is highly probable that these assets will be disposed. In addition, the Company maintains groups of assets as held for sale for which agreements have not yet been signed but continuous in negotiations with third parties for their disposal or reversal. The delay in the fulfillment of the plan for the disposal of mature fields is due to the complexity of the negotiations, which is beyond the Company’s control. As of the date of issuance of these consolidated financial statements, the Company considers that the disposal of such assets continues to be highly probable during 2026.
The assignment and/or reversion that have met the agreed closing conditions as of December
31, 2025, and therefore the transaction was settled are described below :
| • | Escalante - El Trébol |
|---|
On October 29, 2024, Decree No. 1,509/2024 was published in the Official Gazette of the Province of Chubut, which authorized the assignment of 100% of YPF’s rights and obligations in the “Escalante - El Trébol” exploitation concession in favor of PECOM Servicios Energía S.A.U. (“PECOM”), being the granting of the extension of such concession subject to the fulfillment of certain conditions by YPF and by PECOM.
On November 15, 2024, after the fulfillment of the closing conditions by YPF and PECOM, the transfer of 100% of the rights and obligations of YPF in such exploitation concession in favor of PECOM was formalized.
| • | Llancanelo and Llancanelo R |
|---|
On November 28, 2024, Resolution No. 335/2024 was published in the Official Gazette of the Province of Mendoza, which authorized the transfer of 100% of YPF’s rights and obligations in the “Llancanelo” and “Llancanelo R” exploitation concessions in favor of Petroquímica Comodoro Rivadavia S.A. (“PCR”).
On December 5, 2024, after the fulfillment of the closing conditions by YPF and PCR, the transfer of 100% of the rights and obligations of YPF in such exploitation concessions in favor of PCR was formalized.
| • | Estación Fernández Oro |
|---|
On December 19, 2024, Decree No. 525/2024 was published in the Official Gazette of the Province of Río Negro, which authorized the transfer of 100% of YPF’s rights and obligations in the “Estación Fernández Oro” exploitation concession in favor of Quintana E&P Argentina S.R.L., Quintana Energy Investments S.A., and Gas Storage and Midstream Services S.A. (“Quintana Consortium”).
On February 3, 2025, after the fulfillment of the closing conditions by YPF and Quintana Consortium, the transfer of 100% of the rights and obligations of YPF in such exploitation concession in favor of Quintana Consortium was formalized.
| • | Campamento Central - Cañadón Perdido |
|---|
On January 6, 2025, Decree No. 1,892/2024 was published in the Official Gazette of the Province of Chubut, which authorized the transfer of 100% of the rights and obligations in the “Campamento Central - Cañadón Perdido” exploitation concession, in which YPF held a working interest of 50%, in favor of PECOM.
On January 31, 2025, after the fulfillment of the closing conditions by YPF and PECOM, the transfer of 100% of the rights and obligations of YPF in such exploitation concession in favor of PECOM was formalized.
| • | Barrancas, Vizcacheras, La Ventana, Ceferino, Mesa Verde and Río Tunuyán |
|---|
On January 29, 2025, Resolution No. 16/2025 was published in the Official Gazette of the Province of Mendoza, which authorized the transfer of 100% of YPF’s rights and obligations in “Barrancas”, “Vizcacheras”, “La Ventana”, “Ceferino”, “Mesa Verde” and “Río Tunuyán” exploitation concessions in favor of Petróleos Sudamericanos S.A. (“PS”).
Table of Contents
| F - 5<br>3 | |
|---|---|
| YPF SOCIEDAD ANONIMA | |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br> <br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
- ASSETS HELD FOR SALE AND ASSOCIATED LIABILITIES (cont.)
On March 27, 2025, after the fulfillment of the closing conditions by YPF and PS, the transfer of 100% of the rights and obligations of YPF in such exploitation concessions in favor of PS was formalized with effective date as of April 1, 2025.
| • | Señal Cerro Bayo, Volcán Auca Mahuida, Don Ruiz and Las Manadas |
|---|
On April 7, 2025, Decree No. 372/2025 was published in the Official Gazette of the Province of Neuquén, which authorized the transfer of 100% of YPF’s rights and obligations in “Señal Cerro Bayo”, “Volcán Auca Mahuida”, “Don Ruiz” and “Las Manadas” exploitation concessions in favor of Bentia Energy S.A. (“Bentia”) and Ingeniería SIMA S.A.
On June 6, 2025, after the fulfillment of the closing conditions by YPF, Bentia and Ingeniería SIMA S.A., the transfer of 100% of the rights and obligations of YPF in such exploitation concessions in favor of Bentia and Ingeniería SIMA S.A. was formalized.
| • | Al Norte de la Dorsal, Octógono and Dadín |
|---|
On April 9, 2025, Decree No. 380/2025 was published in the Official Gazette of the Province of Neuquén, which authorized the transfer of 100% of YPF’s rights and obligations in “Al Norte de la Dorsal” and “Octógono” exploitation concessions in favor of Bentia.
On June 10, 2025, after the fulfillment of the closing conditions by YPF and Bentia related to “Al Norte de la Dorsal” and “Octógono” exploitation concessions, the transfer of 100% of the rights and obligations of YPF in such exploitation concessions in favor of Bentia was formalized. Likewise, on November 7, 2025, the transfer of 100% of the rights and obligations of YPF in the “Dadín” exploitation concession to Bentia was formalized.
| • | 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 |
|---|
On April 2, 2025, YPF signed a Memorandum of Understanding (“MOU”) with the Province of Santa Cruz and Fomicruz S.E. (“Fomicruz”) for the purpose of establishing the general terms and conditions upon which the assignment by YPF to Fomicruz of the exploitation concessions “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”, “Cañadón de la Escondida - Las Heras” and the transportation concessions associated with such concessions will be negotiated. The aforementioned MOU, subject to approval by YPF’s Board of Directors and the issuance of the corresponding decree by the Province of Santa Cruz, was approved by YPF’s Board of Directors on April 9, 2025 and Decree No. 376/2025 was issued by the Province of Santa Cruz on May 6, 2025.
On June 2, 2025, YPF and Fomicruz signed an assignment agreement for the transfer of 100% of the working interest in the aforementioned exploitation and transportation concessions. The transfer was approved by Decree No. 539/2025 published in the Official Gazette of the Province of Santa Cruz on June 18, 2025.
On June 19, 2025, YPF and Fomicruz executed the notarial deed, thereby formalizing and perfecting the aforementioned assignment. Additionally, YPF and Fomicruz signed a transitory operation agreement for all the assigned exploitation concessions until December 2025.
| • | El Portón (Mendoza - Neuquén), Chihuido de la Salina, Altiplanicie del Payún, Cañadón Amarillo, Chihuido de la Salina Sur and Confluencia Sur |
|---|
On February 20, 2025, Resolution No. 28/2025 of the Ministry of Energy and Environment was published in the Official Gazette of the Province of Mendoza, which authorized the transfer of 100% of YPF’s rights and obligations in “El Portón”, “Chihuido de la Salina”, “Altiplanicie del Payún”, “Cañadón Amarillo”, “Chihuido de la Salina Sur” and “Confluencia Sur” exploitation concessions in favor of Consorcio Quintana and Compañía TSB S.A. (“TSB”).
Table of Contents
| F - 5<br>4 | |
|---|---|
| YPF SOCIEDAD ANONIMA | |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br> <br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
- ASSETS HELD FOR SALE AND ASSOCIATED LIABILITIES (cont.)
On June 19, 2025, after the fulfillment of the closing conditions by YPF, Consorcio Quintana and TSB, the transfer of 100% of the rights and obligations of YPF in such exploitation concessions in favor of Consorcio Quintana and TSB was formalized with effective date as of July 1, 2025. As of the date of issuance of these consolidated financial statements, YPF, Consorcio Quintana and TSB, entered into a transitory operation agreement for the “El Portón” exploitation concession, pending the authorization by the Province of Neuquén of the transfer regarding this concession.
| • | El Tordillo, Puesto Quiroga and La Tapera |
|---|
On November 26, 2025, Decree No. 1,419/2025 was published in the Official Gazette of the Province of Chubut, which authorized the transfer of 100% of YPF’s rights and obligations in “El Tordillo”, “Puesto Quiroga” and “La Tapera” exploitation concessions and the transportation concessions associated with such exploitation concessions, in which YPF held a working interest of 7.196%, in favor of Crown Point Energía S.A,
On December 1, 2025, after the fulfillment of the closing conditions by YPF and Crown Point Energía S.A., the transfer of 100% of the rights and obligations of YPF in such exploitation and transportation concessions in favor of Crown Point Energía S.A.
The assignment and/or reversion agreements that have met the agreed closing conditions after December
31, 2025 are described below. The groups of assets associated with these agreements continue to be classified as held for sale at that date .
| • | Restinga Alí |
|---|
On June 19, 2025 YPF signed an agreement that establishes the terms and conditions for the reversion of the “Restinga Alí” exploitation concession, located in the Province of Chubut. On July 24, 2025 the Legislature of the Province of Chubut approved the agreement through Law XVII No. 162/2025, which was enacted on August 1, 2025 and published in the Official Gazette of the Province of Chubut on August 7, 2025.
On December 17, 2025, YPF was notified of Decree No. 1,505/2025 of the Province of Chubut, authorizing the reversion of the “Restinga Alí” exploitation concession to Petrominera Chubut S.E. This reversion became effective on January 8, 2026.
| • | 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 |
|---|
On November 10, 2025, YPF signed an assignment agreement with Terra Ignis Energía S.A. (“TI”), for the transfer by YPF to TI of the exploitation concessions “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”, and the materials associated with such concessions.
On December 4, 2025, Decree No. 2,705/2025 was published in the Official Gazette of the Province of Tierra del Fuego, which authorized the transfer of 100% of YPF’s rights and obligations in aforementioned exploitation concessions in favor of TI. On December 29, 2025, Law No. 1,604/2025 was published in the Official Gazette of the Province of Tierra del Fuego, approving Decree No. 2,705/2025.
On January 13, 2026, after the fulfillment of the closing conditions by YPF and TI, the transfer of 100% of the rights and obligations of YPF in such exploitation concessions in favor of TI was formalized. In addition, YPF and TI signed (i) a transitory operation agreement for the assigned exploitation concessions, pursuant to which YPF shall continue to operate said concessions for a maximum period of up to 3 months, and (ii) a service agreement for the Cruz del Sur Terminal.
The assignment and/or reversion agreements signed by YPF, which are subject to the fulfillment of closing conditions, including applicable regulatory and provincial approvals are described below :
| • | Señal Picada - Punta Barda |
|---|
On May 23, 2025 YPF signed an assignment agreement with PS for the “Señal Picada - Punta Barda” exploitation concession located in the Provinces of Río Negro and Neuquén. As of the date of issuance of these consolidated financial statements, the assignment agreement is subject to the fulfillment of closing conditions, including the formal resolution by the corresponding enforcement authorities.
Table of Contents
| F - 5<br>5 | |
|---|---|
| YPF SOCIEDAD ANONIMA | |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br> <br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
- ASSETS HELD FOR SALE AND ASSOCIATED LIABILITIES (cont.)
| • | Cerro Fortunoso and Valle del Río Grande |
|---|
On January 15, 2026, YPF signed an assignment agreement with Venoil S.A. for the transfer by YPF to Venoil S.A. of the “Cerro Fortunoso” and “Valle del Río Grande” exploitation concessions, located in the Province of Mendoza. As of the date of issuance of these consolidated financial statements, the assignment agreement is subject to the fulfillment of closing conditions, including the formal resolution by the corresponding enforcement authorities.
| • | Manantiales Behr |
|---|
On January 16, 2026, YPF signed an assignment agreement with Limay Energía S.A. (“Limay”), a company belonging to the Rovella Capital group, for the transfer by YPF to Limay of the “Manantiales Behr” exploitation concession, the “El Trébol - Caleta Córdova”, “Km. 9 - Caleta Córdova” and “Manantiales Behr - Cañadón Perdido” transportation concessions and materials associated with such concessions, located in the Province of Chubut. On February 13, 2026, as Limay did not verify the fulfillment of the closing conditions, the aforementioned assignment agreement became null and void.
Likewise, on February 18, 2026, YPF, San Benito Upstream S.A.U. (“San Benito”) and PECOM signed a new agreement for the assignment by YPF to San Benito and PECOM of 49% and 51% of the working interest in the “Manantiales Behr” exploitation concession, the “El Trébol - Caleta Córdova” “Km. 9 - Caleta Córdova“ and ”Manantiales Behr - Cañadón Perdido” transportation concessions and certain materials associated with such concessions, located in the Province of Chubut, respectively. As of the date of issuance of these consolidated financial statements, the assignment agreement is subject to the fulfillment of closing conditions, including the formal resolution by the corresponding enforcement authorities.
11.a.2) Accounting matters
Considering the YPF’s Board of Directors’ decision dated February 29, 2024, impairment indicators under IAS 36 were evaluated for each group of assets. Accordingly, the Company performed an impairment review separately from its CGU and recognized an impairment charge of property, plant and equipment as of December 31, 2023 (see Note 8). The disposal of these groups of assets did not meet the requirements of IFRS 5 to be classified as held for sale as of December 31, 2023, therefore these groups of assets were not classified as held for sale as of that date.
In February 2024, after the fulfillment of all the requirements of IFRS 5, the assets were reclassified from the “Property, plant and equipment” line item to the “Assets held for sale” line item and the related provisions for hydrocarbon wells abandonment obligations and for environmental liabilities and liabilities for concessions to the “Liabilities directly associated with assets held for sale” line item as current items in the statement of financial position.
Considering that, after their classification, the assets classified as held for sale are measured at the lower of their carrying amount and fair value less costs to sell (“fair value”), the Company evaluates the changes in fair value, recognizing a profit up to the limit of the impairment loss previously recognized or an impairment loss in addition to that previously recognized for such changes (see Note 2.b.13)). According to mentioned in Note 8, the recoverable amount was defined as future net cash flows discounted at a discount rate after income tax, which as of December 31, 2024 was 15%.
As of December 31, 2024, based on the aforementioned assessment of the changes in the fair value, the Company recognized a loss due to changes in the fair value of assets held for sale of 260, in the “Other net operating results” line item in the statement of comprehensive income, mainly generated by the more pronounced decline of the fields and the lower production than expected due to its performance.
Table of Contents
| F - 5<br>6 | |
|---|---|
| YPF SOCIEDAD ANONIMA | |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br><br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
- ASSETS HELD FOR SALE AND ASSOCIATED LIABILITIES (cont.)
Likewise, as of December 31, 2025, the Company recognized a loss due to changes in the fair value of assets held for sale of 240, in the “Other net operating results” line item in the statement of comprehensive income, mainly associated with expenses of various nature arising from the general terms and conditions of the agreement signed with the Province of Santa Cruz and Fomicruz. Additionally, in relation to aforementioned agreement, YPF recognized a liability in the “Liabilities under agreements” line under the “Other liabilities” line item in the statement of financial position related to (i) the execution of an environmental remediation and abandonment program, and (ii) the payment of a compensatory bonus to the Province of Santa Cruz. As of December 31, 2025, the balance of this liability amounts to 375.
On December 11, 2025, considering the YPF’s Board of Directors’ decision on that date and having fulfilled all the requirements of IFRS 5, the assets were reclassified from the “Property, plant and equipment” line item to the “Assets held for sale” line item and the related provisions for hydrocarbon wells abandonment obligations and for environmental liabilities to the “Liabilities directly associated with assets held for sale” line item as current items in the statement of financial position. Likewise, as of December 31, 2025, the Company recognized a loss due to changes in the fair value of assets held for sale of 178, in the “Other net operating results” line item in the statement of comprehensive income, associated with the conditions established in the new assignment agreement signed between YPF, San Benito, and PECOM for the assets related to the “Manantiales Behr” exploitation concession.
The carrying amount of the assets held for sale may be adjusted in future periods depending on the results of the disposal process carried out by YPF and the economic consideration to be agreed with third parties for such assets.
Based on the fair value of the groups of assets at the closing date of each of the assignment agreements mentioned in the Note 11.a.1), YPF additionally recognized a gain on the sale of such groups of assets of 192 and 6 for the years ended December 31, 2025 and 2024, respectively. The total consideration agreed includes cash payment of 69 and crude oil deliveries for a period of 4 years as payment in kind. Additionally, the derecognition of the carrying amount of the liabilities directly associated with assets held for sale net of the assets held for sale related to such exploitation concessions was 514 and 110 for the years ended December 31, 2025 and 2024, respectively.
Additionally, in relation to the Mature Fields Project, the Company:
| - | Recognized a charge for the provision for obsolescence of materials and equipment in the “Other net operating results” line item in the statement of comprehensive income for 231 as of December 31, 2025. |
|---|---|
| - | Has committed to an optimization plan that involves operating efficiency measures related to the reduction of third party employees directly or indirectly affected to the operation of areas related to certain groups of assets held for disposal. For such concept, the Company recognized a charge for 87 and 266 in the “Provision for operating optimizations” line under “Other operating results, net” line item in the statement of comprehensive income for the years ended December 31, 2025 and 2024, respectively. |
| --- | --- |
| - | In relation to the Company’s own personnel, the Company recognized a charge for severance indemnities of 45 and 63 in the “Provision for severance indemnities” line under “Other operating results, net” line item in the statement of comprehensive income for the years ended December 31, 2025 and 2024, respectively. |
| --- | --- |
11.b) Aguada del Chañar
On March 21, 2025, the assignment of 49% of YPF’s rights and obligations in the “Aguada del Chañar” exploitation concession in favor of Compañía General de Combustibles S.A. (“CGC”) was formalized with effective date as of April 1, 2025.
The sale price of the transaction agreed by the parties contemplates a sum of 75 and, in addition, CGC will pay on behalf of YPF 80.40% of the investments in the block attributable to YPF’s working interest up to a maximum sum of 372 for a period of 4 years. As of the closing date of the transaction, YPF recognized a gain as a result of the sale of this asset of 19 in the “Other operating results, net” line item in the statement of comprehensive income.
Table of Contents
| F - 5<br>7 | |
|---|---|
| YPF SOCIEDAD ANONIMA | |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br><br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
- INVENTORIES
| 2025 | 2024 | 2023 | ||||
|---|---|---|---|---|---|---|
| Finished goods | 921 | 925 | 1,052 | |||
| Crude oil and natural gas | 393 | (2) | 456 | (2) | 507 | |
| Products in process | 39 | 49 | 45 | |||
| Raw materials, packaging materials and others | 94 | 116 | 79 | |||
| 1,447 | (1) | 1,546 | (1) | 1,683 | (1) | |
| (1) | As of December 31, 2025, 2024 and 2023, the carrying amount of inventories does not exceed their net realizable value. | |||||
| --- | --- | |||||
| (2) | Includes 21 corresponding to the provision of inventories write-down as of December 31, 2025 and 2024, respectively, see Note 2.b.8) and 26. | |||||
| --- | --- |
- OTHER RECEIVABLES
| 2025 | 2024 | 2023 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-current | Current | Non-current | Current | Non-current | Current | ||||||||
| Receivables from services, sales of other assets and other advance payments | 85 | 502 | (3) | 11 | 35 | - | 11 | ||||||
| Tax credit and export rebates | 67 | 99 | 129 | 150 | 83 | 44 | |||||||
| Loans and balances with related parties <br>(1) | 200 | 36 | 159 | 35 | 43 | 6 | |||||||
| Collateral deposits | - | 15 | - | 20 | - | 13 | |||||||
| Prepaid expenses | 48 | 39 | 15 | 42 | 18 | 33 | |||||||
| Advances and loans to employees | - | 6 | - | 5 | - | 3 | |||||||
| Advances to suppliers and custom agents <br>(2) | 6 | 90 | 16 | 74 | - | 84 | |||||||
| Receivables with partners in JO and Consortiums | 232 | 299 | 2 | 164 | 8 | 155 | |||||||
| Insurance receivables | - | - | - | 5 | - | - | |||||||
| Miscellaneous | 49 | 73 | 31 | 22 | 7 | 32 | |||||||
| 687 | 1,159 | 363 | 552 | 159 | 381 | ||||||||
| Provision for other doubtful receivables | (39) | - | (26) | - | (1) | - | |||||||
| 648 | 1,159 | 337 | 552 | 158 | 381 | ||||||||
| (1) | See Note 36 for information about related parties. | ||||||||||||
| --- | --- | ||||||||||||
| (2) | Includes, among others, advances to custom agents for the payment of taxes and rights related to the imports of fuels and goods. | ||||||||||||
| --- | --- | ||||||||||||
| (3) | Includes receivable balances from the sale of Profertil, see Note 3. | ||||||||||||
| --- | --- |
- TRADE RECEIVABLES
| 2025 | 2024 | 2023 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-<br><br> <br>current | Current | Non-<br><br> <br>current | Current | Non-<br><br> <br>current | Current | |||||||
| Accounts receivable and related parties <br>(1) (2) | 12 | 1,728 | 10 | 1,672 | 43 | 1,020 | ||||||
| Provision for doubtful trade receivables | (7) | (74) | (9) | (52) | (12) | (47) | ||||||
| 5 | 1,654 | 1 | 1,620 | 31 | 973 | |||||||
| (1) | See Note 36 for information about related parties. | |||||||||||
| --- | --- | |||||||||||
| (2) | See Note 25 for information about credits for contracts included in trade receivables. | |||||||||||
| --- | --- |
Set forth present is the evolution of the provision for doubtful trade receivables as of December 31, 2025, 2024 and 2023:
| 2025 | 2024 | 2023 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-<br><br> <br>current | Current | Non-<br><br>current | Current | Non-<br><br> <br>current | Current | |||||||||
| Balance at the beginning of the year | 9 | 52 | 12 | 47 | 55 | 76 | ||||||||
| Increases charged to expenses | - | 62 | - | 74 | (3) | - | 20 | |||||||
| Decreases charged to income | - | (8) | - | (8) | (3) | - | (2) | |||||||
| Applications due to utilization | - | (20) | - | (49) | (3) | - | (3) | |||||||
| Net exchange and translation differences | (2) | (12) | (3) | (5) | (43) | (42) | ||||||||
| Result from net monetary position <br>(1) | - | - | - | (6) | - | (2) | ||||||||
| Reclassifications | - | - | - | (1) | - | - | ||||||||
| Balance at the end of the year | 7 | (2) | 74 | 9 | (2) | 52 | 12 | (2) | 47 | |||||
| (1) | Includes the adjustment for inflation of opening balances of the provision for doubtful trade receivables of subsidiaries with the peso as functional currency which was charged to “Other comprehensive income” in the statement of comprehensive income and the adjustment for inflation of the fiscal year, which was charged to net profit or loss in the statement of comprehensive income. | |||||||||||||
| --- | --- | |||||||||||||
| (2) | Mainly including credits with distributors of natural gas for the accumulated daily differences pursuant to Decree No. 1,053/2018, see Note 35.c.1). | |||||||||||||
| --- | --- | |||||||||||||
| (3) | Mainly including credits with CAMMESA, see Note 36. | |||||||||||||
| --- | --- |
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| F - 5<br>8 | |
|---|---|
| YPF SOCIEDAD ANONIMA | |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br> <br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
- INVESTMENTS IN FINANCIAL ASSETS
| 2025 | 2024 | 2023 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-<br><br> <br>current | Current | Non-<br><br> <br>current | Current | Non-<br><br> <br>current | Current | ||||||||
| Investments at amortized cost | |||||||||||||
| Public securities | - | - | - | - | - | 99 | |||||||
| Private securities - NO and stock market promissory notes | - | - | - | - | 8 | 4 | |||||||
| Term deposits <br>(2) | - | - | - | - | - | 47 | |||||||
| - | - | - | - | 8 | 150 | ||||||||
| Investments at fair value through profit or loss | |||||||||||||
| Public securities | - | 250 | (1) | - | 381 | - | 114 | ||||||
| Private securities - NO | - | 12 | - | 9 | - | - | |||||||
| - | 262 | - | 390 | - | 114 | ||||||||
| - | 262 | - | 390 | 8 | 264 | ||||||||
| (1) | See Note 36. | ||||||||||||
| --- | --- | ||||||||||||
| (2) | Corresponds to term deposits with the BNA. | ||||||||||||
| --- | --- |
- CASH AND CASH EQUIVALENTS
| 2025 | 2024 | 2023 | ||||
|---|---|---|---|---|---|---|
| Cash and banks <br>(1) | 198 | 304 | 230 | |||
| Short-term investments <br>(2) | 329 | 375 | 797 | |||
| Financial assets at fair value through profit or loss <br>(3) | 406 | 439 | 96 | |||
| 933 | 1,118 | 1,123 | ||||
| (1) | Includes balances granted as collateral, see Note 34.d). | |||||
| --- | --- | |||||
| (2) | Includes 727 of BCRA bills as of December 31, 2023. Additionally, includes 13, 146 and 45 of term deposits and other investments with BNA as of December 31, 2025, 2024 and 2023, respectively. | |||||
| --- | --- | |||||
| (3) | See Note 6. | |||||
| --- | --- |
Table of Contents
| F - <br>5<br>9 | |
|---|---|
| YPF SOCIEDAD ANONIMA | |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br> <br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
- PROVISIONS
Changes in the Group’s provisions for the fiscal years ended December 31, 2025, 2024 and 2023 are as follows:
| Provision for lawsuits and<br> contingencies | Provision for<br> environmental liabilities | Provision for hydrocarbon<br> wells abandonment<br> obligations | Total | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-current | Current | Non-current | Current | Non-current | Current | Non-current | Current | |||||||||||||
| Balance as of December 31, 2022 | 571 | 22 | 96 | 46 | 1,904 | 131 | 2,571 | 199 | ||||||||||||
| Increases charged to expenses | 89 | 3 | 80 | - | 264 | - | 433 | 3 | ||||||||||||
| Decreases charged to income | (26) | (6) | - | - | (12) | - | (38) | (6) | ||||||||||||
| Increases from business combinations | - | - | - | - | - | - | - | - | ||||||||||||
| Applications due to utilization | (1) | (318) | (4) | - | (50) | - | (122) | (1) | (490) | |||||||||||
| Net exchange and translation differences | (110) | (1) | (52) | (38) | - | - | (162) | (39) | ||||||||||||
| Result from net monetary position <br>(2) | (1) | - | - | - | - | - | (1) | - | ||||||||||||
| Reclassifications and other movements | (456) | (3) | 321 | (76) | 76 | 390 | (1) | 117 | (1) | (142) | 514 | |||||||||
| Balance as of December 31, 2023 | 66 | 21 | 48 | 34 | 2,546 | 126 | 2,660 | 181 | ||||||||||||
| Increases charged to expenses | 105 | - | 187 | - | 134 | - | 426 | - | ||||||||||||
| Decreases charged to income | (5) | - | (1) | - | (7) | - | (13) | - | ||||||||||||
| Increases from business combinations | - | - | - | - | - | - | - | - | ||||||||||||
| Applications due to utilization | (3) | (17) | - | (72) | - | (30) | (3) | (119) | ||||||||||||
| Net exchange and translation differences | (14) | - | - | (7) | - | - | (14) | (7) | ||||||||||||
| Result from net monetary position <br>(2) | (2) | - | - | - | - | - | (2) | - | ||||||||||||
| Reclassifications and other movements <br>(5) | (18) | 17 | (135) | 81 | (1,817) | (1) | (37) | (1) | (1,970) | 61 | ||||||||||
| Balance as of December 31, 2024 | 129 | 21 | 99 | 36 | 856 | 59 | 1,084 | 116 | ||||||||||||
| Increases charged to expenses | 41 | - | 142 | - | 114 | - | 297 | - | ||||||||||||
| Decreases charged to income | (7) | - | (1) | - | (36) | - | (44) | - | ||||||||||||
| Increases from business combinations | 2 | - | - | - | 12 | - | 14 | - | ||||||||||||
| Applications due to utilization | (1) | (25) | - | (92) | - | (22) | (1) | (139) | ||||||||||||
| Net exchange and translation differences | (28) | (1) | - | - | - | - | (28) | (1) | ||||||||||||
| Result from net monetary position <br>(2) | - | - | - | - | - | - | - | - | ||||||||||||
| Reclassifications and other movements <br>(6) | (25) | 25 | (172) | 174 | (515) | (1) | 54 | (1) | (712) | 253 | ||||||||||
| Balance as of December 31, 2025 | 111 | 20 | 68 | 118 | 431 | 91 | 610 | 229 | ||||||||||||
| (1) | Includes (219), 169 and 494 associated with the annual recalculation of costs of hydrocarbon wells abandonment, which are recognized under “Property, plant, and equipment” line item in the statement of financial position (see Note 8) for the years ended December 31, 2025, 2024 and 2023, respectively. | |||||||||||||||||||
| --- | --- | |||||||||||||||||||
| (2) | Includes the adjustment for inflation of opening balances of provisions of subsidiaries with the peso as functional currency which was charged to “Other comprehensive income” in the statement of comprehensive income and the adjustment for inflation of the fiscal year, which was charged to net profit or loss in the statement of comprehensive income. | |||||||||||||||||||
| --- | --- | |||||||||||||||||||
| (3) | Includes 134 reclassified as “Other liabilities” in the statement of financial position due to the settlement agreement entered with Transportadora de Gas del Norte S.A. for claims related to restrictions in the natural gas market for the period from 2007 to 2010 and 286 reclassified as current “Provision for lawsuits and contingencies” due to the settlement and release agreement (the “Trust Settlement Agreement”) which provides for the full release and discharge of the Group from all claims associated with issues relating to the entities of the Maxus Energy Corporation group (“Maxus”). | |||||||||||||||||||
| --- | --- | |||||||||||||||||||
| (4) | Includes the payment of the amount for the Trust Settlement Agreement for issues related to Maxus. | |||||||||||||||||||
| --- | --- | |||||||||||||||||||
| (5) | Includes 2,023 and 54 corresponding to the provisions for hydrocarbon wells abandonment obligations and for environmental liabilities, respectively, related to the Mature Fields Project reclassified to the “Liabilities directly associated with assets held for sale” line item in the statement of financial position, see Notes 2.b.13) and 11.a). | |||||||||||||||||||
| --- | --- | |||||||||||||||||||
| (6) | Includes 242 and 4 corresponding to the provisions for hydrocarbon wells abandonment obligations and for environmental liabilities, respectively, related to the “Cerro Fortunoso”, “Valle del Río Grande” and “Manantiales Behr” exploitation concessions within the context of the Optimization plan of the conventional Upstream portfolio reclassified to the “Liabilities directly associated with assets held for sale” line item in the statement of financial position, see Notes 2.b.13) and 11.a). | |||||||||||||||||||
| --- | --- |
The Group is part to a number of labor, commercial, civil, tax, criminal, environmental, customs and administrative proceedings that, either alone or in combination with other proceedings, could, if resolved in whole or in part adversely to the Group, result in the imposition of material costs, judgments, fines or other losses. While the Group believes that such risks have been provisioned appropriately based on the opinions and advice of our legal advisors and in accordance with applicable accounting standards, certain loss contingencies are subject to changes as new information develops and results of the presented evidence are obtained in judicial process, among other factors. It is possible that losses resulting from such risks, if proceedings are decided in whole or in part adversely to the Group, could significantly exceed the recorded provisions.
Likewise, due to its operations, the Group is subject to various laws and regulations relating to the protection of the environment (see Note 2.c) “Provisions” section).
Table of Contents
| F - <br>60 | |
|---|---|
| YPF SOCIEDAD ANONIMA | |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br> <br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
- PROVISIONS (cont.)
17.a) Provision for lawsuits and contingencies
The Group has recognized pending lawsuits, claims and contingencies, which are probable and can be reasonably estimated. The most significant pending lawsuits and contingencies are described below:
17.a.1) Liabilities and contingencies assumed by the Argentine Government before 1990
Under YPF’s Privatization Law, the Argentine Government took over certain obligations of the predecessor company as of December 31, 1990. In certain lawsuits related to events or acts that took place before December 31, 1990, YPF has been required to make advance payments in compliance with certain judicial decisions. YPF has the right to be reimbursed for these payments by the Argentine Government based on the indemnity mentioned above.
In pending lawsuits, YPF has claimed its right to be indemnified by the Argentine Government for events and contingencies prior to January 1, 1991 under Law No. 24,145 (YPF’s Privatization Law) and Decree No. 546/1993.
On September 2, 2025, the CSJN issued an order in which it considered that YPF lacked standing as a defendant, as it had no legal relationship with respect to claims for environmental liabilities not assumed by YPF and assumed by the Argentine Government under the terms of the YPF’s Privatization Law.
17.a.2) Users and Consumers Association
The Users and Consumers Association claims (originally against Repsol YPF S.A. before extending its claim to YPF) the reimbursement of the overprice allegedly charged to bottled LPG consumers from periods between years 1993 to 1997 and from 1997 to 2001.
On December 28, 2015, the Lower Court rendered judgment admitting the claim for compensation from period between years 1993-1997 filed by the Users and Consumers Association against YPF and ordered the Company to transfer the amount of 98 plus interest (to be estimated by the accounting expert in the settlement period) to the SE, to be allocated to the trust fund created under Law No. 26,020.
The judgment rejects the claim for the items corresponding to the period 1997-2001, considering that YPF’s position in the domestic bulk LPG market had not been sufficiently proved. Furthermore, the judgment dismissed the complaint against Repsol S.A., as Repsol YPF S.A. had no equity interest in YPF, nor any other kind of relation with YPF from 1993 to 1997, period in which the plaintiffs claim YPF abused its dominant position.
Both parties filed an appeal against that judgment, which was admitted with suspensive effect.
On December 7, 2017, the Company was notified about the Court of Second Appeals’ judgment, which: (i) confirmed the claims for compensation for the 1993-1997 period; (ii) extends the Users and Consumers Association claim from period between years 1997 to 1999 under the item “equity transfer of consumers to producers for the higher cost of LPG”, deferring the settlement related to this item to the execution stage of the judgment; and (iii) partially grants the appeal filed by the defendant with respect to the item “damage caused by lower or different energy consumption due to the higher cost of LPG”.
Table of Contents
| F - 6<br>1 | |
|---|---|
| YPF SOCIEDAD ANONIMA | |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br> <br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
- PROVISIONS (cont.)
It should be noted that the judgment confirmed by the Court of Second Appeals does not order YPF to pay the claimant the ultimately settled amount, but rather to transfer such funds to the SE for the funds to be allocated to a trust fund created by Law No. 26,020, in order to expand the natural gas network in areas with lower resources according to the criteria established by the enforcement authority. The enforcement authority, within 6 months from the settlement of the judgment amount becomes final, must present the corresponding feasibility studies (Decree No. 470/2015) together with a work plan beginning within 6 months from the presentation of the feasibility studies.
Finally, the Company filed an extraordinary appeal against the Court of Second Appeals’ judgment, which was sustained and the file was submitted to the CSJN, being the enforcement of the Court of Second Appeals’ judgment still suspended as of the date of issuance of the consolidated financial statements.
On June 2, 2021, the CSJN forwarded the file to the National Attorney General’s Office for its opinion on the legal merits of the extraordinary appeal.
On April 13, 2023, the National Attorney General’s Office issued an opinion recommending the CSJN to grant the extraordinary appeal lodged by YPF and to reverse the Court of Second Appeals’ judgment. As of the date of issuance of these consolidated financial statements, the extraordinary appeal is pending resolution.
17.a.3) Environmental claims
| • | La Plata |
|---|
In relation to the operation of the refinery owned by YPF in La Plata city, Province of Buenos Aires, there are certain judicial claims, mostly filed by neighbors of the area seeking (i) compensation for damages arising from the alleged environmental contamination caused by the operation of the La Plata Refinery and (ii) the environmental remediation of the waterways adjacent to the mentioned refinery. Should these claims be sustained, they could demand additional investments related to the operation of La Plata Refinery.
In 2006 YPF submitted a presentation before the Environmental Policy Secretariat of the Province of Buenos Aires, whereby it suggested the performance of a study for the characterization of risks associated with the aforementioned contamination.
On January 25, 2011, YPF executed an agreement with the Provincial Agency for Sustainable Development (“OPDS”, by its acronym in Spanish) of the Province of Buenos Aires, under the Remediation, Liability and Environmental Risk Control Program, created under Resolution No. 88/2010 of the OPDS. Under this agreement, the parties agreed to jointly perform a work program in the channels adjacent to La Plata Refinery over a term of 8 years, and which involved the characterization and risk assessment studies of channel sediments. The agreement provides that should corrective actions be detected as a result of the risk assessment studies, the different alternatives and available techniques will be considered, as well as the steps needed for their implementation. Dating studies of deposited material will also be performed under the agreement, in order to determine the responsibilities of the Argentine Government in view of its obligation to hold YPF harmless in accordance with the article 9 of YPF’s Privatization Law. This study proved between 88% to 91% of the hydrocarbons present in the channels were deposited prior to 1991. In this context, YPF, with the agreement of the OPDS, carried out several studies and characterizations through specialized consultants whose progress was notified to the provincial agency. The agreement was replaced by Resolution No. 380/2019 issued by the OPDS, which approves the remediation modality suggested by YPF (monitored natural recovery) over a term of 24 months. YPF has answered all points required by the OPDS and requested the extension of the resolution. On June 26, 2023, through Resolution No. 2,775/2023 issued by the Ministry of Environment of the Province of Buenos Aires, YPF obtained a two-year extension to continue with the remediation and monitoring works through the suggested remediation modality (monitored natural recovery).
Table of Contents
| F - 6<br>2 | |
|---|---|
| YPF SOCIEDAD ANONIMA | |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br> <br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
- PROVISIONS (cont.)
Regarding the judicial claims mentioned above, on February 7, 2022, the Company was notified of the first instance judgment which considered the environmental damage had been proved, and therefore ordered that activities should cease and the environmental damage affecting the waterways adjacent to La Plata Refinery be remedied. This decision determined the co-defendants’ joint liability for the damages in the following proportions: YPF 90% (the Argentine Government 80% and YPF 20%) and the 2 co-defendant companies 10%. The decision was appealed by the Company. On August 29, 2024 the Court of Appeals confirmed the obligation to cease and remedy the environmental damage determined in the first instance. The co-defendants filed an extraordinary appeal to the CSJN and, as of the date of issuance of these consolidated financial statements, such appeal is pending resolution.
| • | Quilmes |
|---|
As regards with a fuel leak in the polyduct running from La Plata to Dock Sud (Progressive 37), in the Province of Buenos Aires, currently operated by YPF, which occurred in 1988 when YPF was an Argentine state-owned company, as a result of an unlawful act that caused the rupture of the polyduct, there are several claims, mostly brought by neighbors of the area where they claim (i) compensation for personal damages allegedly caused by such event and (ii) environmental remediation. These processes are at the discovery stage. Fuel would have emerged and become perceptible in November 2002, which resulted in remediation works conducted by the Company since then in the affected area, supervised by the environmental authority of the Province of Buenos Aires.
The Argentine Government denied any responsibility to indemnify YPF in this case, wherefore the Company sued the Argentine Government to obtain a judicial decision declaring the invalidity of such decision. As of the date of issuance of these consolidated financial statements, this lawsuit is pending resolution.
| • | Other environmental claims |
|---|
In addition to the claims discussed above, the Group has other environmental lawsuits in progress where it is claimed (i) individual damages and/or (ii) environmental remediation and/or (iii) collective damages. These proceedings are related to the activities performed by the Group in different jurisdictions of Argentina. In all these cases, considering the information available to date, the estimated time remaining until the end of the proceedings, and the results of the additional evidence to be presented during the continuation of the litigation, the Group has set up a provision in an amount it considers sufficient to face these claims.
17.a.4) Other pending litigation
During the normal course of business, the Group has been sued in numerous legal proceedings at labor, civil and commercial courts. The Company, in consultation with its external counsel, has established a provision considering to such end the best estimate based on information available as of the date of issuance of these consolidated financial statements, including legal fees and court costs.
17.b) Provision for environmental liabilities and Provision for hydrocarbon wells abandonment obligations
Based on the Group’s current remediation and hydrocarbon well abandonment plans, the Group has set up a provision for environmental liabilities, where assessments and/or remedial actions are probable and can reasonably be estimated, and for hydrocarbon well abandonment obligations, considering the number of wells not yet abandoned, the costs and schedule for the timing of disbursements.
Table of Contents
| F - 6<br>3 | |
|---|---|
| YPF SOCIEDAD ANONIMA | |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br> <br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
- INCOME TAX
The amount accrued of the income tax expense for the years ended December 31, 2025, 2024 and 2023 is as follows:
| 2025 | 2024 | 2023 | ||||||
|---|---|---|---|---|---|---|---|---|
| Current income tax | (61) | (137) | (45) | |||||
| Deferred income tax | (599) | 1,510 | (1) | 426 | (1) | |||
| Regularization plan associated with the calculation of tax loss carryforwards | (1,049) | - | - | |||||
| (1,709) | 1,373 | 381 | ||||||
| (1) | See Note 2.d). | |||||||
| --- | --- |
The reconciliation between the income tax charge for the years ended December 31, 2025, 2024 and 2023 and the one that would result from applying the prevailing tax rate on net profit or loss before income tax arising from the consolidated statements of comprehensive income for each fiscal year is as follows:
| 2025 | 2024 | 2023 | ||||||
|---|---|---|---|---|---|---|---|---|
| Net profit / (loss) before income tax | 910 | 1,020 | (5) | (1,658) | (5) | |||
| Average tax rate <br>(1) | 27.58% | 25.32% | 25.29% | |||||
| Average tax rate applied to net profit or loss before income tax | (251) | (258) | 419 | |||||
| Effect of the valuation of property, plant and equipment, intangible assets and assets held for sale, net | (382) | 1,966 | (1,193) | |||||
| Effect of exchange differences and other results relating to the valuation of the currency, net <br>(2) | 272 | (1,716) | (5) | 2,037 | (5) | |||
| Effect of the valuation of inventories | (170) | (137) | (549) | |||||
| Income on investments in associates and joint ventures | 31 | 99 | 24 | |||||
| Effect of tax rate change <br>(3) | (149) | 452 | (423) | |||||
| Effect of application of indexation mechanisms | - | 981 | - | |||||
| Regularization plan associated with the calculation of tax loss carryforwards | (1,049) | - | - | |||||
| Miscellaneous | (11) | (14) | 66 | (4) | ||||
| Income tax | (1,709) | 1,373 | 381 | |||||
| (1) | Corresponds to the average projected tax rate of YPF and its subsidiaries in compliance with amendment to Law No. 27,630, see Note 35.h.1). | |||||||
| --- | --- | |||||||
| (2) | Includes the effect of tax inflation adjustments. | |||||||
| --- | --- | |||||||
| (3) | Corresponds to the remeasurement of deferred income tax balances at the time of reversal, see Note 35.h.1). | |||||||
| --- | --- | |||||||
| (4) | Includes 32 corresponding to the tax criteria adopted in the 2023 tax return for fiscal year 2022 of the subsidiary Metrogas. | |||||||
| --- | --- | |||||||
| (5) | See Note 2.d). | |||||||
| --- | --- |
Furthermore, breakdown of Income tax liability, Deferred income tax assets, net and Deferred income tax liabilities, net deferred as of December 31, 2025, 2024 and 2023 is as follows:
| 2025 | 2024 | 2023 | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-current | Current | Non-current | Current | Non-current | Current | |||||||||||
| Income tax liability | 830 | (2) | 73 | (1) | 2 | 126 | (1) | 4 | 31 | (1) | ||||||
| (1) | Includes 50 corresponding to the 12 payments of the regularization plan associated with the calculation of tax loss carryforwards for the 2024 fiscal period as of December 31, 2025. Likewise, includes the provision associated with the charge of current income tax net of unused tax credits and existing tax loss carryforwards. | |||||||||||||||
| --- | --- | |||||||||||||||
| (2) | Includes 828 corresponding to the remaining payments of the regularization plan associated with the calculation of tax loss carryforwards for the 2024 fiscal period as of December 31, 2025. | |||||||||||||||
| --- | --- | |||||||||||||||
| 2025 | 2024 | 2023 | ||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | ||||||||||
| Deferred tax assets | ||||||||||||||||
| Provisions and other <br>non-deductible<br> liabilities | 152 | 202 | 113 | |||||||||||||
| Property, plant and equipment and Assets held for sale | 4 | 524 | - | |||||||||||||
| Lease liabilities | 190 | 258 | 234 | |||||||||||||
| Tax loss carryforwards | 404 | 13 | 1,782 | |||||||||||||
| Miscellaneous | 2 | 1 | 1 | |||||||||||||
| Total deferred tax assets | 752 | 998 | 2,130 | |||||||||||||
| Deferred tax liabilities | ||||||||||||||||
| Property, plant and equipment, Assets held for sale, Intangible assets and Inventories | (918) | (224) | (2,017) | |||||||||||||
| Adjustment for tax inflation <br>(1) | - | (271) | (1,078) | |||||||||||||
| Right-of-use<br> assets | (178) | (247) | (221) | |||||||||||||
| Miscellaneous | (20) | (16) | (38) | |||||||||||||
| Total deferred tax liabilities | (1,116) | (758) | (3,354) | |||||||||||||
| Total Net deferred tax <br>(2) | (364) | 240 | (1,224) | |||||||||||||
| (1) | Includes the effect of the deferral of the tax inflation adjustment, see Note 35.h.1) “Budget Law 2023 - Deferral of tax adjustment for inflation” section. | |||||||||||||||
| --- | --- | |||||||||||||||
| (2) | Includes (18), (61) and (96) corresponding to adjustment for inflation of the opening deferred tax of companies with the peso as functional currency which was charged to “Other comprehensive income” in the statement of comprehensive income, as of December 31, 2025, 2024 and 2023, respectively, and 32, 176 and 1,563 corresponding to translation effect of deferred income tax for companies with a functional currency other than the dollar as of December 31, 2025, 2024, and 2023, respectively, which were charged to “Other comprehensive income” in the statement of comprehensive income. | |||||||||||||||
| --- | --- |
Table of Contents
| F - 6<br>4 | |
|---|---|
| YPF SOCIEDAD ANONIMA | |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br> <br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
- INCOME TAX (cont.)
As of December 31, 2025, the Group has recognized deferred tax assets for tax loss carryforwards for 404 of which 7 can be offset with taxable profits until the year 2029 and 397 until the year 2030, in accordance with current tax laws.
As of December 31, 2025, 2024 and 2023, there are no material deferred tax assets which are not recognized that may be recoverable in the future.
As of December 31, 2025, 2024 and 2023, the Group has classified as deferred tax assets 9, 330 and 18, respectively, and as deferred tax liabilities 373, 90 and 1,242, respectively, all of which arise from the net deferred tax balances of each of the individual companies included in these consolidated financial statements.
As of December 31, 2025, 2024 and 2023, the causes that generated charges within “Other comprehensive income” line item in the statement of comprehensive income did not generate temporary differences subject to income tax.
Regularization plan associated with the calculation of tax loss carryforwards
On April 30, 2025, ARCA General Resolution No. 5,684/2025 was published, establishing a payment plan of 120 monthly installments for the settlement of the following items: (i) balances of income tax returns corresponding to tax periods not prescribed as of the effective date of said Resolution, when tax loss carryforwards from previous years adjusted for inflation have been calculated and said situation is corrected by submitting the respective rectifying tax returns, plus their corresponding compensatory and/or punitive interest; (ii) balances of the original or rectifying income tax returns corresponding to fiscal years ending between December 2024 and November 2025, inclusive, in which tax loss carryforwards are calculated at historical values, plus their corresponding compensatory and/or punitive interest; and (iii) interest related to advance payments and/or payments on account and fines related to the filing of the rectifying tax returns mentioned in items (i) and (ii) above.
The Company, based on the opinion of its external advisors, and considering the changes in the context performed during 2025 mainly due to adverse administrative and judicial jurisprudence in the first instances of execution and the financial conditions granted by the Tax Administration, evaluated ARCA General Resolution No. 5,684/2025 and on November 18, 2025, decided to adhere to the “Regularization plan associated with the calculation of tax loss carryforwards” provided for in said Resolution for the purpose of canceling the obligations related to income tax recalculated in accordance with the provisions of said Regime, thus eliminating any possible dispute with the tax authorities regarding the adjustment of tax loss carryforwards corresponding to the 2024 fiscal period.
- TAXES PAYABLE
| 2025 | 2024 | 2023 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-current | Current | Non-current | Current | Non-current | Current | |||||||
| VAT | - | 41 | - | 19 | - | 22 | ||||||
| Withholdings and perceptions | - | 77 | - | 71 | - | 21 | ||||||
| Royalties | - | 51 | - | 84 | - | 75 | ||||||
| Fuels tax | 18 | 14 | - | 30 | - | - | ||||||
| Turnover tax | - | 7 | - | 7 | - | 7 | ||||||
| Miscellaneous | - | 27 | - | 36 | - | 14 | ||||||
| 18 | 217 | - | 247 | - | 139 |
- SALARIES AND SOCIAL SECURITY
| 2025 | 2024 | 2023 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-current | Current | Non-current | Current | Non-current | Current | |||||||
| Salaries and social security | - | 73 | - | 95 | - | 58 | ||||||
| Bonuses and incentives provision | - | 166 | - | 179 | - | 104 | ||||||
| Cash-settled share-based payments provision <br>(1) | 58 | - | 33 | - | - | - | ||||||
| Vacation provision | - | 61 | - | 66 | - | 45 | ||||||
| Provision for severance indemnities <br>(2) | - | 31 | - | 66 | - | - | ||||||
| Miscellaneous | 5 | 5 | 1 | 6 | - | 3 | ||||||
| 63 | 336 | 34 | 412 | - | 210 | |||||||
| (1) | Corresponds to the Value Generation Plan, see Note 37. | |||||||||||
| --- | --- | |||||||||||
| (2) | Corresponds to severance indemnities related to the Mature Fields Project, see Note 11.a). | |||||||||||
| --- | --- |
Table of Contents
| F - 6<br>5 | |
|---|---|
| YPF SOCIEDAD ANONIMA | |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br> <br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
- LEASE LIABILITIES
| 2025 | 2024 | 2023 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-current | Current | Non-current | Current | Non-current | Current | |||||||
| Lease liabilities | 273 | 298 | 406 | 370 | 325 | 341 |
These liabilities are discounted at the following rates:
| Lease term | 2025 | Effective<br><br> <br>average monthly <br> rate used | 2024 | Effective<br><br> <br>average monthly <br> rate used | 2023 | Effective<br><br> <br>average monthly <br> rate used | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 0 to 1 year | 71 | 0.86% | 53 | 1.15% | 87 | 1.55% | ||||||
| 1 to 2 years | 161 | 0.76% | 248 | 0.89% | 142 | 1.17% | ||||||
| 2 to 3 years | 179 | 0.74% | 140 | 0.89% | 210 | 1.02% | ||||||
| 3 to 4 years | 43 | 0.69% | 149 | 0.82% | 46 | 0.97% | ||||||
| 4 to 5 years | 28 | 0.79% | 55 | 0.69% | 118 | 0.90% | ||||||
| 5 to 9 years | 80 | 0.62% | 112 | 0.66% | 38 | 0.81% | ||||||
| More than 9 years | 9 | 0.70% | 19 | 0.73% | 25 | 0.75% | ||||||
| 571 | 776 | 666 |
Financial expenses accrued for the years ended December 31, 2025, 2024 and 2023, resulting from lease contracts, amount to 65, 71 and 77, respectively. From this accretion, 57, 61 and 64 were included in the “Other financial costs” line in financial costs of the “Net financial results” line item in the statement of comprehensive income and 8, 10 and 13 were capitalized in the “Property, plant and equipment” line item in the statement of financial position, for the years ended December 31, 2025, 2024 and 2023, respectively.
As of December 31, 2025, maturities of liabilities related to lease contracts are disclosed in Note 4.
The evolution of the Group’s leases liabilities for the fiscal years ended December 31, 2025, 2024 and 2023 is as follows:
| 2025 | 2024 | 2023 | ||||
|---|---|---|---|---|---|---|
| Balance at the beginning of the year | 776 | 666 | 566 | |||
| Increases of leases | 216 | 444 | 404 | |||
| Financial accretions | 65 | 71 | 77 | |||
| Decreases of leases | (80) | (5) | (23) | |||
| Payments | (406) | (400) | (359) | |||
| Result from net monetary position <br>(1) | - | - | 1 | |||
| Balance at the end of the year | 571 | 776 | 666 | |||
| (1) | Includes the adjustment for inflation of opening balances of lease liabilities of subsidiaries with the peso as functional currency which was charged to “Other comprehensive income” in the statement of comprehensive income and the adjustment for inflation of the fiscal year which was charged to net profit or loss in the statement of comprehensive income. | |||||
| --- | --- |
Total charges recorded in net profit or loss in the statement of comprehensive income for the fiscal year and total capitalizations for short-term leases, low-value leases and variable lease payments related to the underlying asset use or performance, amounted to 112, 187 and 242 as of December 31, 2025, 2024 and 2023, respectively.
Table of Contents
| F - 6<br>6 | |
|---|---|
| YPF SOCIEDAD ANONIMA | |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br> <br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
- LOANS
| 2025 | 2024 | 2023 | |||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Interest rate<br>(1) | Maturity | Non-<br><br> <br>current | Current | Non-<br><br> <br>current | Current | Non-<br><br> <br>current | Current | ||||||||||||||||
| Pesos<br>: | |||||||||||||||||||||||
| NO | - | - | - | - | - | - | - | 60 | |||||||||||||||
| Exports <br>pre-financing<br><br>(5) | - | - | - | - | - | 31 | - | - | |||||||||||||||
| Financial loans | 33.29% | - | 49.65% | 2026-2027 | 61 | 24 | 18 | 8 | 9 | 15 | |||||||||||||
| Account overdrafts | 35.00% | 2026 | - | 3 | - | - | - | 56 | |||||||||||||||
| 61 | 27 | 18 | 39 | 9 | 131 | ||||||||||||||||||
| Currencies other than the peso<br>: | |||||||||||||||||||||||
| NO<br>(2) (3) | 0.00% | - | 10.00% | 2026-2047 | 7,466 | 1,486 | 6,255 | 1,317 | 6,191 | 767 | |||||||||||||
| Exports <br>pre-financing | 3.50% | - | 8.65% | 2026-2028 | 153 | 197 | - | 383 | (4) | 102 | 545 | (4) | |||||||||||
| Imports financing | 7.60% | - | 10.50% | 2026 | - | 20 | 19 | 17 | - | - | |||||||||||||
| Financial loans | 2.40% | - | 11.00% | 2026-2030 | 546 | (6) | 561 | (6) | 718 | (6) | 76 | 380 | 65 | ||||||||||
| Stock market promissory notes | 0.00% | - | 4.50% | 2026 | - | 64 | 25 | 75 | - | - | |||||||||||||
| 8,165 | 2,328 | 7,017 | 1,868 | 6,673 | 1,377 | ||||||||||||||||||
| 8,226 | 2,355 | 7,035 | 1,907 | 6,682 | 1,508 | ||||||||||||||||||
| (1) | Nominal annual interest rate as of December 31, 2025. | ||||||||||||||||||||||
| --- | --- | ||||||||||||||||||||||
| (2) | Disclosed net of 175, 18 and 3 corresponding to YPF’s own NO repurchased through open market transactions, as of December 31, 2025, 2024 and 2023, respectively. | ||||||||||||||||||||||
| --- | --- | ||||||||||||||||||||||
| (3) | Includes 1,475, 1,496 and 1,327 as of December 31, 2025, 2024 and 2023, respectively, of nominal value that will be canceled in pesos at the applicable exchange rate in accordance with the terms of the series issued. | ||||||||||||||||||||||
| --- | --- | ||||||||||||||||||||||
| (4) | Includes 133 and 86 as of December 31, 2024 and 2023, respectively, of <br>pre-financing<br> of exports granted by BNA. | ||||||||||||||||||||||
| --- | --- | ||||||||||||||||||||||
| (5) | Corresponds to <br>pre-financing<br> of exports in pesos granted by BNA. | ||||||||||||||||||||||
| --- | --- | ||||||||||||||||||||||
| (6) | Includes 233 and 28 of loans granted by BNA as of December 31, 2025 and 2024<br>, respectively. | ||||||||||||||||||||||
| --- | --- |
Set forth presents is the evolution of the loans for the fiscal years ended December 31, 2025, 2024 and 2023:
| 2025 | 2024 | 2023 | ||||
|---|---|---|---|---|---|---|
| Balance at the beginning of the year | 8,942 | 8,190 | 7,088 | |||
| Proceeds from loans | 4,481 | 2,967 | 2,667 | |||
| Payments of loans | (2,871) | (2,102) | (1,396) | |||
| Payments of interest | (670) | (707) | (623) | |||
| Account overdrafts, net | 4 | (48) | (3) | |||
| Accrued interest <br>(1) | 691 | 680 | 702 | |||
| Net exchange and translation differences | (14) | (30) | (239) | |||
| Result from net monetary position <br>(2) | (5) | (1) | (6) | |||
| Increases from business combinations | 23 | - | - | |||
| Reclassifications | - | (7) | - | |||
| Balance at the end of the year | 10,581 | 8,942 | 8,190 | |||
| (1) | Includes capitalized financial costs. | |||||
| --- | --- | |||||
| (2) | Includes the adjustment for inflation of opening balances of loans of subsidiaries with the peso as functional currency which was charged to “Other comprehensive income” in the statement of comprehensive income and the adjustment for inflation of the fiscal year which was charged to net profit or loss in the statement of comprehensive income. | |||||
| --- | --- |
Table of Contents
| F - 6<br>7 | |
|---|---|
| YPF SOCIEDAD ANONIMA | |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br> <br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
- LOANS (cont.)
Details regarding the NO of the Group are as follows:
| 2025 | 2024 | 2023 | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Month | Year | Principal value <br>(10) | Ref. | Class | Interest rate<br>(3) | Principal<br><br> <br>maturity | Non-<br><br> <br>current | Current | Non-<br><br> <br>current | Current | Non-<br><br> <br>current | Current | ||||||||||||
| YPF | ||||||||||||||||||||||||
| - | 1998 | U.S. dollar | 15 | (1) (6) | - | Fixed | 10.00% | 2028 | 15 | - | 15 | - | 15 | - | ||||||||||
| April, February, October | 2014/15/16 | U.S. dollar | 521 | (2) (4) (6) | Class XXVIII | - | - | - | - | - | - | - | - | 354 | ||||||||||
| September | 2014 | Peso | 1,000 | (2) (6) (7) (14) | Class XXXIV | - | - | - | - | - | - | - | - | - | ||||||||||
| April | 2015 | U.S. dollar | 757 | (2) (6) | Class XXXIX | - | - | - | - | - | - | 785 | 1,132 | 41 | ||||||||||
| July, December | 2017 | U.S. dollar | 644 | (2) (6) | Class LIII | Fixed | 6.95% | 2027 | 648 | 19 | 649 | 19 | 816 | 25 | ||||||||||
| December | 2017 | U.S. dollar | 537 | (2) (6) | Class LIV | Fixed | 7.00% | 2047 | 530 | 2 | 530 | 1 | 530 | 1 | ||||||||||
| June | 2019 | U.S. dollar | 399 | (6) (8) | Class I | Fixed | 8.50% | 2029 | 397 | - | 398 | - | 397 | - | ||||||||||
| July | 2020 | U.S. dollar | 341 | (6) (8) | Class XIII | - | - | - | - | - | - | 44 | 43 | 88 | ||||||||||
| February | 2021 | U.S. dollar | 776 | (6) (8) (12) | Class XVI | - | - | - | - | - | 58 | 243 | 307 | 235 | ||||||||||
| February | 2021 | U.S. dollar | 748 | (6) (8) | Class XVII | Fixed | 9.00% | 2029 | 537 | 216 | 756 | - | 758 | - | ||||||||||
| February | 2021 | U.S. dollar | 576 | (6) (8) | Class XVIII | Fixed | 7.00% | 2033 | 558 | 11 | 555 | 11 | 553 | 11 | ||||||||||
| February | 2021 | Peso | 4,128 | (6) (8) (9) | Class XIX | - | - | - | - | - | - | - | - | 35 | ||||||||||
| July | 2021 | U.S. dollar | 384 | (4) (5) (6) (8) | Class XX | Fixed | 5.75% | 2032 | 329 | 65 | 384 | 10 | 384 | 10 | ||||||||||
| January | 2023 | U.S. dollar | 230 | (5) (6) (8) | Class XXI | Fixed | 1.00% | 2026 | - | 154 | 220 | - | 229 | 1 | ||||||||||
| January, April | 2023 | Peso | 15,761 | (6) (8) | Class XXII | - | - | - | - | - | - | - | - | 25 | ||||||||||
| April | 2023 | U.S. dollar | 147 | (5) (6) (8) | Class XXIII | - | - | - | - | - | - | 150 | 158 | - | ||||||||||
| April | 2023 | U.S. dollar | 38 | (5) (6) (8) | Class XXIV | Fixed | 1.00% | 2027 | 38 | - | 37 | - | 38 | - | ||||||||||
| June | 2023 | U.S. dollar | 213 | (6) (8) | Class XXV | Fixed | 5.00% | 2026 | - | 188 | 263 | 1 | 262 | 1 | ||||||||||
| September | 2023 | U.S. dollar | 400 | (4) (5) (6) (8) | Class XXVI | Fixed | 0.00% | 2028 | 400 | - | 400 | - | 400 | - | ||||||||||
| October | 2023 | U.S. dollar | 128 | (5) (6) (8) | Class XXVII | Fixed | 0.00% | 2026 | - | 133 | 147 | - | 169 | - | ||||||||||
| January | 2024 | U.S. dollar | 800 | (6) (8) | Class XXVIII | Fixed | 9.50% | 2031 | 714 | 114 | 790 | 35 | - | - | ||||||||||
| May | 2024 | U.S. dollar | 131 | (6) (8) | Class XXIX | Fixed | 6.00% | 2026 | - | 132 | 177 | 1 | - | - | ||||||||||
| July, April | 2024/25 | U.S. dollar | 389 | (5) (6) (8) | Class XXX | Fixed | 1.00% | 2026 | - | 370 | 187 | - | - | - | ||||||||||
| September | 2024 | U.S. dollar | 540 | (6) (8) | Class XXXI | Fixed | 8.75% | 2031 | 1,046 | 21 | 539 | 15 | - | - | ||||||||||
| October | 2024 | U.S. dollar | 125 | (6) (8) | Class XXXII | Fixed | 6.50% | 2028 | 125 | 2 | 125 | 2 | - | - | ||||||||||
| October | 2024 | U.S. dollar | 25 | (6) (8) | Class XXXIII | Fixed | 7.00% | 2028 | 25 | - | 25 | - | - | - | ||||||||||
| January | 2025 | U.S. dollar | 1,100 | (6) (8) | Class XXXIV | Fixed | 8.25% | 2034 | 1,080 | 42 | - | - | - | - | ||||||||||
| February | 2025 | U.S. dollar | 140 | (6) (8) | Class XXXV | Fixed | 6.25% | 2027 | 140 | 1 | - | - | - | - | ||||||||||
| February | 2025 | U.S. dollar | 56 | (6) (8) (11) | Class XXXVI | - | - | - | - | - | - | - | - | - | ||||||||||
| May | 2025 | U.S. dollar | 140 | (8) (13) | Class XXXVII | Fixed | 7.00% | 2027 | 139 | 2 | - | - | - | - | ||||||||||
| July | 2025 | U.S. dollar | 250 | (8) (13) | Class XXXVIII | Fixed | 7.50% | 2027 | 248 | 4 | - | - | - | - | ||||||||||
| July, August | 2025 | U.S. dollar | 225 | (8) (13) | Class XXXIX | Fixed | 8.75% | 2030 | 155 | 8 | - | - | - | - | ||||||||||
| August | 2025 | U.S. dollar | 51 | (8) (13) | Class XL | Fixed | 7.50% | 2028 | 50 | - | - | - | - | - | ||||||||||
| October | 2025 | U.S. dollar | 98 | (8) (13) | Class XLI | Fixed | 6.00% | 2027 | 98 | 1 | - | - | - | - | ||||||||||
| December | 2025 | U.S. dollar | 195 | (8) (13) | Class XLII | Fixed | 7.00% | 2027 | 194 | 1 | - | - | - | - | ||||||||||
| 7,466 | 1,486 | 6,255 | 1,317 | 6,191 | 827 | |||||||||||||||||||
| (1) | Corresponds to the 1997 MTN Program for an amount up to 1,000. | |||||||||||||||||||||||
| --- | --- | |||||||||||||||||||||||
| (2) | Corresponds to the 2008 MTN Program for an amount up to 10,000. | |||||||||||||||||||||||
| --- | --- | |||||||||||||||||||||||
| (3) | Nominal annual interest rate. | |||||||||||||||||||||||
| --- | --- | |||||||||||||||||||||||
| (4) | The ANSES and/or the “Fondo Argentino de Hidrocarburos” have participated in the primary subscription of these NO, which may at the discretion of the respective holders, be subsequently traded on the securities market where these NO are authorized to be traded. | |||||||||||||||||||||||
| --- | --- | |||||||||||||||||||||||
| (5) | The payment currency of these NO is the peso at the exchange rate applicable under the terms of the series issued. | |||||||||||||||||||||||
| --- | --- | |||||||||||||||||||||||
| (6) | As of the date of issuance of these financial statements, the Group has fully complied with the use of proceeds disclosed in the corresponding pricing supplements. | |||||||||||||||||||||||
| --- | --- | |||||||||||||||||||||||
| (7) | NO classified as productive investments computable as such for the purposes of item 35.8.1, paragraph K of the General Regulations applicable to Insurance Activities issued by the Argentine Insurance Supervisory Bureau. | |||||||||||||||||||||||
| --- | --- | |||||||||||||||||||||||
| (8) | The payment currency of this issue is the U.S. dollar at the exchange rate applicable in accordance with the conditions of the relevant issued series. | |||||||||||||||||||||||
| --- | --- | |||||||||||||||||||||||
| (9) | Corresponds to the Frequent Issuer Regime. | |||||||||||||||||||||||
| --- | --- | |||||||||||||||||||||||
| (10) | Total nominal value issued net of the nominal values canceled through exchanges or repurchases, expressed in millions. | |||||||||||||||||||||||
| --- | --- | |||||||||||||||||||||||
| (11) | Corresponds to a NO with an issue date in February 2025 and maturity in August 2025. | |||||||||||||||||||||||
| --- | --- | |||||||||||||||||||||||
| (12) | Prepaid in November 2025. | |||||||||||||||||||||||
| --- | --- | |||||||||||||||||||||||
| (13) | As of the date of issuance of these financial statements, the Group has not yet definitively applied the proceeds disclosed in the corresponding pricing supplements. These proceeds are temporally invested until the committed plan of application is fully complied. | |||||||||||||||||||||||
| --- | --- | |||||||||||||||||||||||
| (14) | As of December 31, 2023, it includes 222 million of pesos, equivalent to a balance of less than 1. | |||||||||||||||||||||||
| --- | --- |
Table of Contents
| F - <br>6<br>8 | |
|---|---|
| YPF SOCIEDAD ANONIMA | |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br> <br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
- OTHER LIABILITIES
| 2025 | 2024 | 2023 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-current | Current | Non-current | Current | Non-current | Current | |||||||
| Liabilities for concessions and assignment agreements | 91 | 162 | - | 94 | 8 | 67 | ||||||
| Liabilities for contractual claims <br>(1) | 54 | 56 | 74 | 47 | 104 | 49 | ||||||
| Provision for operating optimizations <br>(2) | - | 22 | - | 266 | - | - | ||||||
| Liabilities for agreements<br>(3) | 227 | 158 | - | - | - | - | ||||||
| Miscellaneous | 1 | 1 | - | 3 | - | 6 | ||||||
| 373 | 399 | 74 | 410 | 112 | 122 | |||||||
| (1) | Corresponds to the liability arising from the settlement agreement entered into with Transportadora de Gas del Norte S.A. for claims related to restrictions in the natural gas market for the period from 2007 to 2010. | |||||||||||
| --- | --- | |||||||||||
| (2) | Includes, mainly, operating optimizations relating to Mature Fields Project, see Note 11.a). | |||||||||||
| --- | --- | |||||||||||
| (3) | Corresponds to the liability related to the assignment of the exploitation concessions in the Province of Santa Cruz within the context of the Mature Fields Project, see Note 11.a). | |||||||||||
| --- | --- |
- ACCOUNTS PAYABLE
| 2025 | 2024 | 2023 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-current | Current | Non-current | Current | Non-current | Current | |||||||
| Trade payable and related parties <br>(1) | 4 | 2,172 | 4 | 2,820 | 4 | 2,285 | ||||||
| Guarantee deposits | 1 | 3 | 1 | 4 | - | 4 | ||||||
| Payables with partners of JO and Consortiums | 1 | 48 | 1 | 38 | 1 | 14 | ||||||
| Miscellaneous | - | 15 | - | 17 | - | 16 | ||||||
| 6 | 2,238 | 6 | 2,879 | 5 | 2,319 | |||||||
| (1) | See Note 36 for information about related parties. | |||||||||||
| --- | --- |
25. REVENUES
| 2025 | 2024 | 2023 | ||||
|---|---|---|---|---|---|---|
| Revenue from contracts with customers | 18,284 | 19,124 | 16,995 | |||
| National Government incentives <br>(1) | 164 | 169 | 316 | |||
| 18,448 | 19,293 | 17,311 | ||||
| (1) | See Note 36. | |||||
| --- | --- |
The Group’s revenues from contracts with customers are broken down into the following categories: (i) type of good or service; (ii) sales channels; and (iii) target market, based on their contracts with customers according to the following detail:
| - | Contracts for the <br>sale<br>of fuels (under the consignment and direct sale modalities) |
|---|---|
| - | Contracts for the sale of natural gas |
| --- | --- |
| - | Contracts for the sale of <br>crude<br>oil |
| --- | --- |
| - | Contracts for the <br>sale<br>of petrochemicals products |
| --- | --- |
| - | Contracts for the sale of specialties for the agribusiness industry and of grains and their <br>by-products |
| --- | --- |
| - | Contracts for the sale of other refined products |
| --- | --- |
| - | Service contracts |
| --- | --- |
| - | Construction contracts |
| --- | --- |
The Group’s transactions and the main revenues by business segments are described in Note 5.
Table of Contents
| F - <br>6<br>9 | |
|---|---|
| YPF SOCIEDAD ANONIMA | |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br> <br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
- REVENUES (cont.)
| • | Breakdown of revenues |
|---|
Type of good or service
| 2025 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Upstream | Midstream<br> and<br> Downstream | LNG and<br> Integrated <br> Gas | New<br> Energies | Central<br> Administration<br> and Others | Total | |||||||
| Diesel | - | 6,151 | - | - | - | 6,151 | ||||||
| Gasolines | - | 3,916 | - | - | - | 3,916 | ||||||
| Natural gas <br>(1) | 27 | 19 | 1,479 | 676 | - | 2,201 | ||||||
| Crude oil | 7 | 968 | - | - | - | 975 | ||||||
| Jet fuel | - | 791 | - | - | - | 791 | ||||||
| Lubricants and <br>by-products | - | 414 | - | - | - | 414 | ||||||
| LPG | - | 459 | - | - | - | 459 | ||||||
| Fuel oil | - | 98 | - | - | - | 98 | ||||||
| Petrochemicals | - | 386 | - | - | - | 386 | ||||||
| Fertilizers and crop protection products | - | 326 | - | - | - | 326 | ||||||
| Flours, oils and grains | - | 568 | - | - | - | 568 | ||||||
| Asphalts | - | 118 | - | - | - | 118 | ||||||
| Goods for resale at gas stations | - | 116 | - | - | - | 116 | ||||||
| Income from services | - | - | - | - | 135 | 135 | ||||||
| Income from construction contracts | - | - | - | - | 286 | 286 | ||||||
| Virgin naphtha | - | 175 | - | - | - | 175 | ||||||
| Petroleum coke | - | 238 | - | - | - | 238 | ||||||
| LNG regasification | - | 51 | - | - | - | 51 | ||||||
| Other goods and services | 54 | 357 | 8 | 158 | 303 | 880 | ||||||
| 88 | 15,151 | 1,487 | 834 | 724 | 18,284 | |||||||
| 2024 | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Upstream | Midstream<br> and<br> Downstream | LNG and<br> Integrated <br> Gas | New<br> Energies | Central<br> Administration<br> and Others | Total | |||||||
| Diesel | - | 6,588 | - | - | - | 6,588 | ||||||
| Gasolines | - | 4,048 | - | - | - | 4,048 | ||||||
| Natural gas <br>(1) | - | 18 | 1,470 | 760 | - | 2,248 | ||||||
| Crude oil | - | 1,023 | - | - | - | 1,023 | ||||||
| Jet fuel | - | 910 | - | - | - | 910 | ||||||
| Lubricants and <br>by-products | - | 528 | - | - | - | 528 | ||||||
| LPG | - | 472 | - | - | - | 472 | ||||||
| Fuel oil | - | 112 | - | - | - | 112 | ||||||
| Petrochemicals | - | 471 | - | - | - | 471 | ||||||
| Fertilizers and crop protection products | - | 389 | - | - | - | 389 | ||||||
| Flours, oils and grains | - | 467 | - | - | - | 467 | ||||||
| Asphalts | - | 85 | - | - | - | 85 | ||||||
| Goods for resale at gas stations | - | 121 | - | - | - | 121 | ||||||
| Income from services | - | - | - | - | 184 | 184 | ||||||
| Income from construction contracts | - | - | - | - | 433 | 433 | ||||||
| Virgin naphtha | - | 160 | - | - | - | 160 | ||||||
| Petroleum coke | - | 192 | - | - | - | 192 | ||||||
| LNG regasification | - | 51 | - | - | - | 51 | ||||||
| Other goods and services | 50 | 257 | 13 | 125 | 197 | 642 | ||||||
| 50 | 15,892 | 1,483 | 885 | 814 | 19,124 |
Table of Contents
| F - <br>70 | |
|---|---|
| YPF SOCIEDAD ANONIMA | |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br> <br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
- REVENUES (cont.)
| 2023 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Upstream | Midstream and<br> Downstream | LNG and<br> Integrated Gas | New<br> Energies | Central<br> Administration<br> and Others | Total | |||||||
| Diesel | - | 6,620 | - | - | - | 6,620 | ||||||
| Gasolines | - | 3,493 | - | - | - | 3,493 | ||||||
| Natural gas <br>(1) | - | 11 | 1,311 | 351 | - | 1,673 | ||||||
| Crude oil | - | 427 | - | - | - | 427 | ||||||
| Jet fuel | - | 1,047 | - | - | - | 1,047 | ||||||
| Lubricants and <br>by-products | - | 614 | - | - | - | 614 | ||||||
| LPG | - | 379 | - | - | - | 379 | ||||||
| Fuel oil | - | 95 | - | - | - | 95 | ||||||
| Petrochemicals | - | 438 | - | - | - | 438 | ||||||
| Fertilizers and crop protection products | - | 594 | - | - | - | 594 | ||||||
| Flours, oils and grains | - | 224 | - | - | - | 224 | ||||||
| Asphalts | - | 172 | - | - | - | 172 | ||||||
| Goods for resale at gas stations | - | 76 | - | - | - | 76 | ||||||
| Income from services | - | - | - | - | 102 | 102 | ||||||
| Income from construction contracts | - | - | - | - | 99 | 99 | ||||||
| Virgin naphtha | - | 181 | - | - | - | 181 | ||||||
| Petroleum coke | - | 249 | - | - | - | 249 | ||||||
| LNG regasification | - | 50 | - | - | - | 50 | ||||||
| Other goods and services | 32 | 193 | 17 | 49 | 171 | 462 | ||||||
| 32 | 14,863 | 1,328 | 400 | 372 | 16,995 | |||||||
| (1) | Includes 1,538, 1,550 and 1,398 corresponding to sales of natural gas produced by the Company for the years ended December 31, 2025, 2024 and 2023, respectively. | |||||||||||
| --- | --- |
Sales channels
| 2025 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Upstream | Midstream and<br> Downstream | LNG and<br> Integrated Gas | New Energies | Central<br> Administration<br> and Others | Total | |||||||
| Gas stations | - | 6,546 | - | - | - | 6,546 | ||||||
| Power plants | - | 12 | 397 | 182 | - | 591 | ||||||
| Distribution companies | - | - | 438 | - | - | 438 | ||||||
| Retail distribution of natural gas | - | - | - | 424 | - | 424 | ||||||
| Industries, transport and aviation | 21 | 3,764 | 652 | 70 | - | 4,507 | ||||||
| Agriculture | - | 1,849 | - | - | - | 1,849 | ||||||
| Petrochemical industry | - | 524 | - | - | - | 524 | ||||||
| Trading | - | 1,623 | - | - | - | 1,623 | ||||||
| Oil companies | 7 | 238 | - | - | - | 245 | ||||||
| Commercialization of LPG | - | 250 | - | - | - | 250 | ||||||
| Other sales channels | 60 | 345 | - | 158 | 724 | 1,287 | ||||||
| 88 | 15,151 | 1,487 | 834 | 724 | 18,284 | |||||||
| 2024 | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Upstream | Midstream and<br> Downstream | LNG and<br> Integrated Gas | New Energies | Central<br> Administration<br> and Others | Total | |||||||
| Gas stations | - | 7,038 | - | - | - | 7,038 | ||||||
| Power plants | - | 48 | 404 | 46 | - | 498 | ||||||
| Distribution companies | - | - | 310 | - | - | 310 | ||||||
| Retail distribution of natural gas | - | - | - | 488 | - | 488 | ||||||
| Industries, transport and aviation | - | 3,942 | 769 | 320 | - | 5,031 | ||||||
| Agriculture | - | 1,823 | - | - | - | 1,823 | ||||||
| Petrochemical industry | - | 658 | - | - | - | 658 | ||||||
| Trading | - | 1,699 | - | - | - | 1,699 | ||||||
| Oil companies | - | 179 | - | - | - | 179 | ||||||
| Commercialization of LPG | - | 181 | - | - | - | 181 | ||||||
| Other sales channels | 50 | 324 | - | 31 | 814 | 1,219 | ||||||
| 50 | 15,892 | 1,483 | 885 | 814 | 19,124 |
Table of Contents
| F - 7<br>1 | |
|---|---|
| YPF SOCIEDAD ANONIMA | |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br> <br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
- REVENUES (cont.)
| 2023 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Upstream | Midstream and<br> Downstream | LNG and<br> Integrated Gas | New Energies | Central<br> Administration<br> and Others | Total | |||||||
| Gas stations | - | 6,541 | - | - | - | 6,541 | ||||||
| Power plants | - | 46 | 393 | 19 | - | 458 | ||||||
| Distribution companies | - | - | 171 | - | - | 171 | ||||||
| Retail distribution of natural gas | - | - | - | 170 | - | 170 | ||||||
| Industries, transport and aviation | - | 4,200 | 764 | 199 | - | 5,163 | ||||||
| Agriculture | - | 1,804 | - | - | - | 1,804 | ||||||
| Petrochemical industry | - | 614 | - | - | - | 614 | ||||||
| Trading | - | 1,043 | - | - | - | 1,043 | ||||||
| Oil companies | - | 141 | - | - | - | 141 | ||||||
| Commercialization of LPG | - | 143 | - | - | - | 143 | ||||||
| Other sales channels | 32 | 331 | - | 12 | 372 | 747 | ||||||
| 32 | 14,863 | 1,328 | 400 | 372 | 16,995 |
Target market
Sales in the domestic market amounted to 15,498, 16,202 and 15,083 for the years ended December 31, 2025, 2024 and 2023, respectively.
Sales in the international market amounted to 2,786, 2,922 and 1,912 for the years ended December 31, 2025, 2024 and 2023, respectively.
Likewise, in accordance with IFRS 8, the distribution of revenues by geographic area, according to the markets for which they are intended, are as follows:
| 2025 | 2024 | 2023 | ||||
|---|---|---|---|---|---|---|
| Argentina | 15,662 | 16,371 | 15,399 | |||
| Mercosur and associated countries | 1,628 | 1,855 | 1,309 | |||
| Europe | 307 | 276 | 171 | |||
| Rest of the world | 851 | 791 | 432 | |||
| 18,448 | 19,293 | 17,311 |
As of December 31, 2025, 2024 and 2023 no external client represents 10% or more of the Group’s revenues.
| • | Contract balances |
|---|
The following table presents information regarding credits, contract assets and contract liabilities:
| 2025 | 2024 | 2023 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-<br><br> <br>current | Current | Non-<br><br> <br>current | Current | Non-<br><br> <br>current | Current | |||||||
| Credits for contracts included in the item of “Trade receivables” | 11 | 1,678 | 8 | 1,646 | 41 | 993 | ||||||
| Contract assets | - | 3 | - | 30 | - | 10 | ||||||
| Contract liabilities | 180 | 117 | 114 | 73 | 34 | 69 |
Contract assets are mainly related to the activities carried out by the Group under construction contracts.
Contract liabilities are mainly related to advances received from customers under transportation service contracts.
During the years ended on December 31, 2025, 2024 and 2023, the Group has recognized 64, 58 and 61, respectively, in the “Revenues from contracts with customers” line under the “Revenues” line item in the statement of comprehensive income, which have been included in “Contract liabilities” line item in the statement of financial position at the beginning of each year.
Table of Contents
| F - 7<br>2 | |
|---|---|
| YPF SOCIEDAD ANONIMA | |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br> <br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
- COSTS
| 2025 | 2024 | 2023 | ||||
|---|---|---|---|---|---|---|
| Inventories at the beginning of the fiscal year | 1,546 | 1,683 | 1,738 | |||
| Purchases | 4,748 | 4,531 | 5,106 | |||
| Production costs <br>(1) | 8,506 | 9,252 | 8,703 | |||
| Translation effect | (19) | (10) | (29) | |||
| Inventories write-down <br>(2) | (1) | (21) | - | |||
| Adjustment for inflation <br>(3) | 7 | 28 | 18 | |||
| Increases from business combinations | 8 | - | - | |||
| Reclassifications | - | (7) | - | |||
| Inventories at the end of the fiscal year | (1,447) | (1,546) | (1,683) | |||
| 13,348 | 13,910 | 13,853 | ||||
| (1) | See Note 27. | |||||
| --- | --- | |||||
| (2) | See Note 12. | |||||
| --- | --- | |||||
| (3) | Corresponds to the adjustment for inflation of opening balances of inventories of subsidiaries with the peso as functional currency which was charged to “Other comprehensive income” in the statement of comprehensive income. | |||||
| --- | --- |
- EXPENSES BY NATURE
The Group presents the statement of comprehensive income by classifying expenses according to their function as part of the “Costs”, “Administrative expenses”, “Selling expenses” and “Exploration expenses ” line items. The following additional information is disclosed as required on the nature of the expenses and their relation to the function within the Group for the fiscal years ended December 31, 2025, 2024 and 2023:
| 2025 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Production<br> costs <br>(2) | Administrative<br> expenses <br>(3) | Selling<br> expenses | Exploration<br> expenses | Total | ||||||||
| Salaries and social security taxes | 1,009 | 301 | 158 | 9 | 1,477 | |||||||
| Fees and compensation for services | 88 | 253 | 42 | - | 383 | |||||||
| Other personnel expenses | 265 | 33 | 13 | 3 | 314 | |||||||
| Taxes, charges and contributions | 136 | 11 | 981 | (1) | - | 1,128 | ||||||
| Royalties, easements and fees | 1,011 | - | 2 | 4 | 1,017 | |||||||
| Insurance | 70 | 3 | 4 | - | 77 | |||||||
| Rental of real estate and equipment | 214 | 1 | 15 | - | 230 | (4) | ||||||
| Survey expenses | - | - | - | 25 | 25 | |||||||
| Depreciation of property, plant and equipment | 2,708 | 46 | 103 | - | 2,857 | |||||||
| Amortization of intangible assets | 40 | 21 | - | - | 61 | |||||||
| Depreciation of <br>right-of-use<br> assets | 274 | - | 12 | - | 286 | |||||||
| Industrial inputs, consumable materials and supplies | 469 | 6 | 12 | 3 | 490 | |||||||
| Operation services and other service contracts | 168 | 14 | 61 | 13 | 256 | (4) | ||||||
| Preservation, repair and maintenance | 1,393 | 34 | 45 | 22 | 1,494 | (4) | ||||||
| Unproductive exploratory drillings | - | - | - | 32 | 32 | |||||||
| Transportation, products and charges | 503 | - | 463 | - | 966 | (4) | ||||||
| Provision for doubtful receivables | - | 21 | 54 | - | 75 | |||||||
| Publicity and advertising expenses | - | 62 | 40 | - | 102 | |||||||
| Fuel, gas, energy and miscellaneous | 158 | 24 | 83 | 5 | 270 | (4) | ||||||
| 8,506 | 830 | 2,088 | 116 | 11,540 | ||||||||
| (1) | Includes 245 corresponding to export withholdings and 549 corresponding to turnover tax. | |||||||||||
| --- | --- | |||||||||||
| (2) | Includes 28 corresponding to research and development activities. | |||||||||||
| --- | --- | |||||||||||
| (3) | Includes 25 charged to the “Cash-settled share-based payments provision” account of the “Salaries and social security” line item in the statement of financial position, relating to the Value Generation Plan. | |||||||||||
| --- | --- | |||||||||||
| (4) | Includes 22 and 66 corresponding to short-term leases and to the lease charge relating to the underlying asset use or performance, respectively. | |||||||||||
| --- | --- |
Table of Contents
| F - 7<br>3 | |
|---|---|
| YPF SOCIEDAD ANONIMA | |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br> <br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
- EXPENSES BY NATURE (cont.)
| 2024 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Production<br> costs <br>(2) | Administrative<br> expenses <br>(3) | Selling<br> expenses | Exploration<br> expenses | Total | ||||||||
| Salaries and social security taxes | 1,066 | 321 | 149 | 14 | 1,550 | |||||||
| Fees and compensation for services | 71 | 257 | 46 | - | 374 | |||||||
| Other personnel expenses | 302 | 30 | 15 | 4 | 351 | |||||||
| Taxes, charges and contributions | 180 | 24 | 1,006 | (1) | - | 1,210 | ||||||
| Royalties, easements and fees | 1,133 | - | 2 | 2 | 1,137 | |||||||
| Insurance | 93 | 5 | 4 | - | 102 | |||||||
| Rental of real estate and equipment | 222 | 1 | 16 | - | 239 | (4) | ||||||
| Survey expenses | - | - | - | 36 | 36 | |||||||
| Depreciation of property, plant and equipment | 2,303 | 46 | 97 | - | 2,446 | |||||||
| Amortization of intangible assets | 28 | 14 | 1 | - | 43 | |||||||
| Depreciation of <br>right-of-use<br> assets | 258 | - | 12 | - | 270 | |||||||
| Industrial inputs, consumable materials and supplies | 528 | 4 | 10 | 3 | 545 | |||||||
| Operation services and other service contracts | 649 | 13 | 54 | 17 | 733 | (4) | ||||||
| Preservation, repair and maintenance | 1,706 | 38 | 42 | 20 | 1,806 | (4) | ||||||
| Unproductive exploratory drillings | - | - | - | 133 | 133 | |||||||
| Transportation, products and charges | 551 | - | 474 | - | 1,025 | (4) | ||||||
| Provision for doubtful receivables | - | 25 | 66 | - | 91 | |||||||
| Publicity and advertising expenses | - | 45 | 55 | - | 100 | |||||||
| Fuel, gas, energy and miscellaneous | 162 | 13 | 83 | 10 | 268 | (4) | ||||||
| 9,252 | 836 | 2,132 | 239 | 12,459 | ||||||||
| (1) | Includes 237 corresponding to export withholdings and 594 corresponding to turnover tax. | |||||||||||
| --- | --- | |||||||||||
| (2) | Includes 40 corresponding to research and development activities. | |||||||||||
| --- | --- | |||||||||||
| (3) | Includes 33 charged to the “Cash-settled share-based payments provision” account of the “Salaries and social security” line item in the statement of financial position, relating to the Value Generation Plan. | |||||||||||
| --- | --- | |||||||||||
| (4) | Includes 43 and 92 corresponding to short-term leases and to the lease charge relating to the underlying asset use or performance, respectively. | |||||||||||
| --- | --- | |||||||||||
| 2023 | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Production<br> costs <br>(2) | Administrative<br> expenses | Selling<br> expenses | Exploration<br> expenses | Total | ||||||||
| Salaries and social security taxes | 790 | 276 | 136 | 13 | 1,215 | |||||||
| Fees and compensation for services | 50 | 236 | 37 | - | 323 | |||||||
| Other personnel expenses | 232 | 26 | 13 | 1 | 272 | |||||||
| Taxes, charges and contributions | 130 | 24 | 765 | (1) | - | 919 | ||||||
| Royalties, easements and fees | 1,009 | - | 2 | 2 | 1,013 | |||||||
| Insurance | 81 | 3 | 3 | - | 87 | |||||||
| Rental of real estate and equipment | 179 | 1 | 16 | - | 196 | (3) | ||||||
| Survey expenses | - | - | - | 16 | 16 | |||||||
| Depreciation of property, plant and equipment | 2,886 | 43 | 87 | - | 3,016 | |||||||
| Amortization of intangible assets | 30 | 7 | - | - | 37 | |||||||
| Depreciation of <br>right-of-use<br> assets | 209 | - | 11 | - | 220 | |||||||
| Industrial inputs, consumable materials and supplies | 521 | 5 | 12 | - | 538 | |||||||
| Operation services and other service contracts | 535 | 10 | 59 | 6 | 610 | (3) | ||||||
| Preservation, repair and maintenance | 1,395 | 29 | 43 | - | 1,467 | (3) | ||||||
| Unproductive exploratory drillings | - | - | - | 21 | 21 | |||||||
| Transportation, products and charges | 521 | - | 491 | - | 1,012 | (3) | ||||||
| Provision for doubtful receivables | - | - | 18 | - | 18 | |||||||
| Publicity and advertising expenses | - | 36 | 56 | - | 92 | |||||||
| Fuel, gas, energy and miscellaneous | 135 | 9 | 55 | 2 | 201 | (3) | ||||||
| 8,703 | 705 | 1,804 | 61 | 11,273 | ||||||||
| (1) | Includes 89 corresponding to export withholdings and 541 corresponding to turnover tax. | |||||||||||
| --- | --- | |||||||||||
| (2) | Includes 23 corresponding to research and development activities. | |||||||||||
| --- | --- | |||||||||||
| (3) | Includes 75 and 104 corresponding to short-term leases and to the lease charge relating to the underlying asset use or performance, respectively. | |||||||||||
| --- | --- |
Table of Contents
| F - 7<br>4 | |
|---|---|
| YPF SOCIEDAD ANONIMA | |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br> <br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
- OTHER NET OPERATING RESULTS
| 2025 | 2024 | 2023 | ||||
|---|---|---|---|---|---|---|
| Lawsuits | (30) | (93) | (31) | |||
| Export Increase Program <br>(1) | 19 | 76 | 149 | |||
| Result from sale of assets <br>(2) | 219 | 6 | - | |||
| Result from changes in fair value of assets held for sale <br>(3) | (418) | (260) | - | |||
| Provision for severance indemnities <br>(3) | (45) | (74) | - | |||
| Provision for operating optimizations <br>(3) | (87) | (266) | - | |||
| Provision for obsolescence of materials and equipment <br>(3) | (247) | - | - | |||
| Result from revaluation of companies <br>(4) | 45 | - | - | |||
| Result from sale of companies <br>(4) | 335 | - | - | |||
| Insurance | - | 5 | - | |||
| Miscellaneous | (121) | (3) | 34 | |||
| (330) | (609) | 152 | ||||
| (1) | See Note 35.j). | |||||
| --- | --- | |||||
| (2) | See Notes 11.a) and 11.b). | |||||
| --- | --- | |||||
| (3) | See Note 11.a). | |||||
| --- | --- | |||||
| (4) | See Note 3. | |||||
| --- | --- |
- NET FINANCIAL RESULTS
| 2025 | 2024 | 2023 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Financial income | |||||||||
| Interest on cash and cash equivalents and <br>investments<br>in financial assets | 31 | 45 | 221 | ||||||
| Interest on trade receivables | 48 | 75 | 98 | ||||||
| Other financial income | 26 | 14 | 15 | ||||||
| Total financial income | 105 | 134 | 334 | ||||||
| Financial costs | |||||||||
| Loan interest | (677) | (670) | (686) | ||||||
| Hydrocarbon well abandonment <br>provision<br><br>financial<br>accretion | (257) | (1) | (342) | (1) | (259) | ||||
| Other financial costs | (153) | (157) | (204) | ||||||
| Total financial costs | (1,087) | (1,169) | (1,149) | ||||||
| Other financial results | |||||||||
| Exchange differences generated by loans | 3 | 17 | 145 | ||||||
| Exchange differences generated by cash and cash equivalents and investments in financial assets | (63) | (31) | (294) | ||||||
| Other exchange differences, net | 20 | (77) | (4) | 73 | (4) | ||||
| Result on financial assets at fair value through profit or loss | 132 | 232 | 289 | ||||||
| Result from derivative financial instruments | 1 | (1) | 7 | ||||||
| Result from net monetary position | (63) | 39 | 37 | ||||||
| Export Increase Program <br>(3) | - | 3 | 22 | ||||||
| Result from transactions with financial assets | - | (3) | 32 | (2) | |||||
| Total other financial results | 30 | 179 | 311 | ||||||
| Total net financial results | (952) | (856) | (504) | ||||||
| (1) | Includes <br>173<br>and 215 <br>for the fiscal years ended December 31, 2025 and 2024, respectively, corresponding to the financial accretion of liabilities directly associated with assets held for sale, see Notes 2.b.13) and 11.a). | ||||||||
| --- | --- | ||||||||
| (2) | Includes 19 corresponding to the adjustment for inflation of the fiscal year and (41) corresponding to the effect of the translation. | ||||||||
| --- | --- | ||||||||
| (3) | See Note 35.j). | ||||||||
| --- | --- | ||||||||
| (4) | See Note 2.d). | ||||||||
| --- | --- |
- INVESTMENTS IN JOINT OPERATIONS AND CONSORTIUMS
The Group participates in JO and other agreements that give to the Group a contractually established percentage over the rights of assets and obligations that emerge from the contracts.
The exploration and exploitation JO and other agreements in which the Group participates allocate the hydrocarbon production to each partner based on the ownership interest contractually established. Consequently, such hydrocarbons are commercialized directly by the partners recognizing each of them the corresponding economic effects.
Table of Contents
| F - 7<br>5 | |
|---|---|
| YPF SOCIEDAD ANONIMA | |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br> <br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
| 30. | INVESTMENTS IN JOINT OPERATIONS AND CONSORTIUMS (cont.) |
|---|
The assets and liabilities as of December 31, 2025, 2024 and 2023, and expenses for these fiscal years of the JO and other agreements in which the Group participates are as follows:
| 2025 | 2024 | 2023 | ||||
|---|---|---|---|---|---|---|
| Non-current assets <br>(1) | 6,936 | 6,286 | 5,246 | |||
| Current assets | 337 | 579 | 115 | |||
| Total assets | 7,273 | 6,865 | 5,361 | |||
| Non-current liabilities | 245 | 449 | 313 | |||
| Current liabilities | 557 | 769 | 483 | |||
| Total liabilities | 802 | 1,218 | 796 | |||
| Production cost | 2,647 | 2,395 | 2,017 | |||
| Exploration expenses | 8 | 35 | 10 | |||
| (1) | Does not include charges for impairment of property, plant and equipment because they are recorded by the partners participating in the JO and other agreements. | |||||
| --- | --- |
As of December 31, 2025, the main exploration and exploitation JO and Consortiums in which the Group participates are the following:
| Name | Location | Working interest | Operator |
|---|---|---|---|
| Acambuco | Salta | 22.50% | Pan American Energy LLC |
| Aguada de Castro and Aguada Pichana Oeste | Neuquén | 40.00% | Pan American Energy LLC |
| Aguada del Chañar <br>(1) | Neuquén | 51.00% | YPF |
| Aguada Pichana Este - Área Vaca Muerta | Neuquén | 16.90% | Total Austral S.A. |
| Aguada Pichana Este - Residual | Neuquén | 27.27% | Total Austral S.A. |
| Aguada Villanueva <br>(2) | Neuquén | 50.00% | Pluspetrol S.A. |
| Aguaragüe | Salta | 53.00% | Tecpetrol S.A. |
| AUS 105 | Argentine Continental Shelf | 35.00% | Equinor |
| AUS 106 | Argentine Continental Shelf | 35.00% | Equinor |
| Bajada Añelo | Neuquén | 50.00% | Shell Argentina S.A. |
| Bajo del Toro <br>(2) | Neuquén | 50.00% | YPF |
| Bandurria Sur <br>(2) | Neuquén | 40.00% | YPF |
| CAM-2/A<br> SUR | Tierra del Fuego | 50.00% | Enap Sipetrol Argentina S.A. |
| CAN 100 <br>(3) | Argentine Continental Shelf | 50.00% | Equinor Argentina BV (Sucursal Argentina) |
| CAN 102 | Argentine Continental Shelf | 50.00% | YPF |
| CAN 114 | Argentine Continental Shelf | 50.00% | Equinor Argentina AS (Sucursal Argentina) |
| Chachahuen | Mendoza | 70.00% | YPF |
| Consorcio CNQ 7/A | La Pampa and Mendoza | 50.00% | Pluspetrol S.A. |
| El Orejano | Neuquén | 50.00% | YPF |
| La Amarga Chica | Neuquén | 50.00% | YPF |
| La Calera | Neuquén | 50.00% | Pluspetrol S.A. |
| La Escalonada <br>(4) | Neuquén | 45.00% | VMI |
| Las Tacanas <br>(2) | Neuquén | 50.00% | YPF |
| Lindero Atravesado | Neuquén | 37.50% | Pan American Energy LLC |
| Loma Campana | Neuquén and Mendoza | 50.00% | YPF |
| Loma del Molle | Neuquén | 50.00% | YPF |
| Magallanes | Santa Cruz, Tierra del Fuego and Argentine Continental Shelf | 50.00% | Enap Sipetrol Argentina S.A. |
| Meseta Nueva Esperanza <br>(2) | Neuquén | 50.00% | YPF |
| Narambuena <br>(5) | Neuquén | 50.00% | YPF |
| Pampa Yeguas I | Neuquén | 50.00% | Pluspetrol S.A. |
| Ramos | Salta | 42.00% | Tecpetrol S.A. |
| Rincon de la Ceniza <br>(4) | Neuquén | 45.00% | VMI |
| Rincón del Mangrullo | Neuquén | 50.00% | YPF |
| Rio Neuquén | Neuquén | 33.33% | YPF |
| San Roque | Neuquén | 34.11% | Total Austral S.A. |
| Sierra Chata Consorcio Chihuido <br>(4) | Neuquén | 54.45% | Pampa Energia S.A. |
| (1) | See Note 11.b). | ||
| --- | --- | ||
| (2) | See Note 38. | ||
| --- | --- | ||
| (3) | During 2025, YPF’s interest in CAN 100 changed from 35% to 50% due to the start of the second exploratory period in partnership with Equinor Argentina BV (Sucursal Argentina). | ||
| --- | --- | ||
| (4) | See Note 3. | ||
| --- | --- | ||
| (5) | See Note 34.a). | ||
| --- | --- |
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| YPF SOCIEDAD ANONIMA | |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br> <br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
- SHAREHOLDERS’ EQUITY
As of December 31, 2025, the Company’s capital amounts to 3,921 and treasury shares amount to 12 represented by 393,312,793 book-entry shares of common stock and divided into four classes of shares (A, B, C and D), with a par value of 10 pesos and 1 vote per share. These shares are fully subscribed, paid-in and authorized for stock exchange listing.
As of December 31, 2025, there are 3,764 Class A outstanding shares. As long as any Class A share remains outstanding, the affirmative vote of the Argentine Government is required for: (i) mergers; (ii) acquisitions of more than 50% of YPF shares in an agreed or hostile bid; (iii) transfers of all the YPF’s exploitation and exploration rights; (iv) the voluntary dissolution of YPF; (v) change of corporate and/or tax address outside Argentina; or (vi) make an acquisition that would result in the purchaser holding 15% or more of the Company’s capital stock, or 20% or more of the outstanding Class D shares. Items (iii) and (iv) also require prior approval by the Argentine Congress.
On April 30, 2025, the General Shareholders’ Meeting was held, which approved the statutory financial statements of YPF (see Note 2.b)) corresponding to the year ended on December 31, 2024 and, additionally, approved the following in relation to the retained earnings: (i) completely release the reserve for purchase of treasury shares and the reserve for investments; (ii) allocate the amount of 33 (34,205 million of pesos) to appropriate a reserve for purchase of treasury shares; and (iii) allocate the amount of 6,587 (6,787,343 million of pesos) to appropriate a reserve for investments.
Until the enactment of Law No. 26,741 described below, Repsol S.A. (“Repsol”) had a participation in the Company, directly and indirectly, of 57.43% shareholding while Petersen Energía S.A.U. and its affiliates exercised significant influence through a 25.46% shareholding of YPF’s capital stock.
Law No. 26,741 enacted on May 4, 2012, changed YPF’s shareholding structure declared the Class D shares of YPF owned by Repsol as national public interest and subject to expropriation representing 51% of YPF’s equity. In addition, Law No. 26,741 declared that achieving self-sufficiency in the supply of hydrocarbons as well as in the exploration, exploitation, industrialization, transportation and sale of hydrocarbons, shall be considered of national public interest and a priority for Argentina, with the goal of guaranteeing socially equitable economic development, job creation, the increase of the competitiveness of various economic sectors and the equitable and sustainable growth of the provinces and regions. The shares subject to expropriation were distributed as follows: 51% for the Argentine National Government and 49% for certain provinces.
During the fiscal year ended December 31, 2025, the Company has repurchased 343,654 of its own shares issued for an amount of 10, for purposes of compliance with the share-based benefit plans (see Note 37). During the fiscal years ended December 31, 2024 and 2023, the Company has not repurchased its own shares.
In accordance with the provisions of the LGS and the CNV rules, the Company must set aside a legal reserve of not less than 5% of the positive result resulting from the algebraic sum of net profit or loss for the year, prior-year adjustments, transfers from other comprehensive income to unappropriated retained earnings and losses from previous years, until such reserve reaches 20% of the sum of the “Capital” and “Adjustment of capital” accounts and the translation differences related to such accounts according to the CNV rules. As of December 31, 2025, the legal reserve has been fully integrated, amounting to 787. Likewise, the Company’s Shareholders’ Meeting has defined voluntary reserves for future dividends, for investments and for purchase of treasury shares. In relation to the reserve for future dividends and in compliance with the LGS, we declare dividends in the currency of legal tender in Argentina, which is the peso. The dividends are declared and distributed based on the last annual audited financial statements in pesos submitted to the CNV.
Considering Article 3, item 11, sections c) and e), Chapter III, Title IV of CNV rules, the balances of the accounts “Acquisition cost of treasury shares” and “Share trading premiums” in the currency of legal tender in Argentina, which is the peso, restricts the distribution of retained earnings. According to the Company’s shareholders’ equity in its statutory financial statements, the restricted balances of retained earnings amounts to 35 as of December 31, 2025, which are included in the “Acquisition cost of treasury shares” account.
When the net balance of retained earnings at the end of a fiscal year is positive, it can be distributed upon the decision of the Shareholders’ meeting, while not subject to legal restrictions. Additionally, pursuant to the CNV rules, when the net balance of “Other comprehensive income” account in the currency of legal tender in Argentina, which is the peso, is positive, it will not be distributed nor capitalized nor used to compensate accumulated losses, but will be computed as part of retained earnings in order to make comparisons to determine the situation of the Company in relation to Articles 31, 32 and 206 of the LGS, or other legal or regulatory rules making reference to limits or ratios with capital and reserves, not specifically and expressly provided for under the CNV rules. When the net balance of “Other comprehensive income” account in the statutory financial statements at the end of a fiscal year is negative, a restriction on the distribution of retained earnings for the same amount will be imposed.
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| YPF SOCIEDAD ANONIMA | |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br> <br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
- EARNINGS PER SHARE
The following table presents the net profit or loss attributable to shareholders of the parent company and the number of shares that have been used for the calculation of the basic and diluted earnings per share:
| 2025 | 2024 | 2023 | ||||
|---|---|---|---|---|---|---|
| Net (loss) / profit | (826) | 2,348 | (1,312) | |||
| Weighted average number of shares outstanding | 391,952,016 | 392,088,496 | 391,722,944 | |||
| Basic and diluted earnings per share | (2.11) | 5.99 | (3.35) |
There are no financial instruments or other contracts outstanding issued by YPF that imply the issuance of potential ordinary shares, thus the diluted earnings per share equals the basic earnings per share.
- CONTINGENT ASSETS AND LIABILITIES
The Group has the following contingencies and claims, individually significant, which in the opinion of the Company and its external counsels, have a possible outcome. In this sense, and based on the information available to the Group, including the amount of time remaining before conclusion of pending lawsuits, the results of evidence discovery and the assessment of internal and external advisors, the Group is unable to estimate the reasonably possible loss or range of loss in relation to certain matters described in Note 33.b).
33.a) Contingent assets
The Group has no significant contingent assets.
33.b) Contingent liabilities
33.b.1) Environmental claims
| • | Asociación Superficiarios de la Patagonia (“ASSUPA”) |
|---|
ASSUPA sued the companies operating exploitation concessions and exploration permits in the different basins (Neuquina basin in 2003, Northwest basin in 2010, and Austral basin in 2012), YPF among them, claiming the remediation of the general environmental damage purportedly caused by hydrocarbon activities. In addition, it requested the establishment of an environmental restoration fund, and the implementation of measures to prevent environmental damages in the future.
Concessionary companies in the Neuquina basin areas
The claim was answered by YPF and the rest of the sued parties. Following several proceedings, on December 30, 2014, the CSJN issued 2 interlocutory judgments. The first judgment declared that all environmental damages related to local and provincial situations were outside the scope of its original competence, and that only inter-jurisdictional situations (such as the Colorado River basin) would fall under its venue. In the second judgment, the CSJN rejected the petition filed by ASSUPA to incorporate Repsol S.A. and the directors who carried their activities in YPF until April 2012 as a necessary third party. The CSJN also rejected precautionary measures and other proceedings related to such request.
As a result of such decision, an individual filed a preventive damage action to reduce presumed damages and prevent future damages (action for repair of damages) consisting of the comprehensive remediation of collective damages allegedly caused by the hydrocarbon activity undertaken by YPF in the Province of Neuquén. In such action, YPF answered the claim and requested that the National Government, the Provincial Government and other oil companies in the area be summoned to appear.
Concessionary companies in the Northwest basin areas
On December 1, 2014, YPF was notified of the complaint and moved for the suspension of procedural deadlines due to notification defects, which motion was granted by the court. On April 19, 2017, YPF was notified of the court order resuming procedural deadlines and timely filed a challenge for legal defect, together with other the co-defendants. The court ordered those terms to answer the complaint be stayed until a final order is rendered on the defense based on a legal defect. As of the date of issuance of these consolidated financial statements, the procedural deadlines are suspended until the digitization of the proceedings.
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| YPF SOCIEDAD ANONIMA | |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br> <br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
- CONTINGENT ASSETS AND LIABILITIES (cont.)
Concessionary companies in the Austral basin areas
On November 2, 2015, YPF was notified of the claim and requested the suspension of procedural deadlines due to notification defects. This suspension was granted by the court and following several incidents with different codefendants and parties summoned to appear. On June 23, 2020, the judge ordered a new notification with the transfer of the case. The decision was appealed by the plaintiff.
On May 12, 2021, the file was submitted to the Federal Contentious Administrative Court of Appeals to decide on the plaintiff’s appeal on the interlocutory judgment, in which the judge decided to sustain the claim filed by YPF, among other co-defendants, ordering the transfer of the case. On November 8, 2022, the Federal Contentious Administrative Court ratified the decision of the Lower Court the complaint to be served again.
| • | Dock Sud, Río Matanza, Riachuelo, Quilmes and Refinería Luján de Cuyo |
|---|
In 2006, a group of neighbors of Dock Sud, Province of Buenos Aires, sued 44 companies, including YPF, the Argentine Government, the Province of Buenos Aires, the Autonomous City of Buenos Aires and 14 municipalities, before the CSJN, seeking remediation and indemnification for environmental collective damages to the Matanza and Riachuelo rivers. Additionally, another group of neighbors of the Dock Sud area, filed 2 additional environmental claims, one of which was desisted in relation to YPF, while the other claim seeks remediation and indemnification for collective environmental damages to the Dock Sud area and individual property damages allegedly suffered by several companies located in that area, including YPF, the Province of Buenos Aires and several municipalities. Currently, it is not possible to reasonably estimate the outcome of these complaints, nor is it possible to estimate the resulting associated legal fees and expenses. YPF has the right to be indemnified and held harmless by the Argentine Government for events and claims prior to January 1, 1991, in accordance with YPF Privatization Law.
Through its judgment dated July 8, 2008, the CSJN:
| - | Determined that the Authority of the Matanza Riachuelo Basin (“ACUMAR”) (Law No. 26,168) should be in charge of executing the program for environmental remediation of the rivers, being the Argentine Government, the Province of Buenos Aires and the Autonomous City of Buenos Aires responsible for its performance; delegated to the Federal Lower Court of Quilmes the knowledge of all the matters concerning the execution of the remediation and sanitation; declared that all the litigations related to the execution of the remediation plan will be accumulated and be processed by this court and that this process produces lis pendens relating to the other collective actions seeking the environmental remediation of the basin, which should be archived. YPF was notified of certain resolutions issued by ACUMAR, whereby the Company was required to present an industrial reconversion plan in connection with certain YPF installations. Despite the appeal by the Company of the aforementioned resolutions, the plan was still presented. |
|---|---|
| - | Decided that the proceedings to determine liabilities arising from past behaviors to repair the collective environmental damage would continue being heard by CSJN. |
| --- | --- |
On October 22, 2024, the CSJN issued a final judgement whereby: (i) it terminated the CSJN’s supervision of compliance with the judgement of July 8, 2008; (ii) it terminated the case for the remediation of the collective environmental damage without sentencing any of the 44 defendant companies; (iii) it imposed the costs in the order incurred; and (iv) it decided that the litigation related to the execution of the remediation plan will continue to be processed before the corresponding court. YPF is not a party to such litigation.
In addition to the aforementioned in Note 17.a.3) related to environmental claims in Quilmes, the Company has other judicial and non-judicial claims against it, based on similar arguments.
On the other hand, the monitoring activities carried out routinely by YPF have allowed to detect a certain degree of environmental impact on the subsoil within the vicinity of the Luján de Cuyo Refinery, which led to the implementation of a program for the survey, assessment and remediation of environmental damages, agreed by the Company with the enforcement agencies of the Province of Mendoza, which costs have been recognized in the “Provision for environmental liabilities” account of the “Provisions” line item in the statement of financial position.
Regarding the environmental damage to the aquifer surrounding the Luján de Cuyo Refinery, a detailed research plan was conducted in order to define, analyze risks and implement mitigating actions. Thereafter, a remediation engineering plan was developed which is currently being implemented. Remediation follow-up is carried out under the supervision and with the assistance of Instituto Nacional del Agua (“INA”) and local authorities.
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| YPF SOCIEDAD ANONIMA | |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br> <br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
- CONTINGENT ASSETS AND LIABILITIES (cont.)
33.b.2) Contentious claims
| • | Petersen Energía Inversora, S.A.U. and Petersen Energía, S.A.U. (collectively, “Petersen”) - Eton Park Capital Management, L.P., Eton Park Master Fund, LTD. and Eton Park Fund, L.P. (collectively, “Eton Park”, and together with Petersen, the “Plaintiffs”) |
|---|
Plaintiffs in these proceedings are Petersen and Eton Park, both of which previously held American Depositary Receipts (ADRs) evidencing American Depositary Shares (ADSs) representing YPF Class D shares. Petersen filed its complaint on April 8, 2015 and Eton Park filed its complaint on November 3, 2016. Both complaints were filed before the United States District Court for the Southern District of New York (“District Court”), and against the Republic of Argentina (“Republic”) and YPF. The complaints make allegations related to the Republic’s intervention in YPF in 2012 and the Republic’s subsequent expropriation of a controlling interest in YPF held by Repsol (see Note 31). Petersen and Eton Park allege that the Republic and YPF breached purported obligations contained in the Company’s bylaws. The Petersen case and the Eton Park case were deemed to be related cases, are being conducted jointly and were assigned to the same District Court.
On September 8, 2015, before Eton Park had filed its complaint, the Republic and YPF filed motions to dismiss Petersen’s claims. On October 19, 2015 and October 23, 2015, Petersen filed oppositions to the Republic’s and YPF’s motions to dismiss, respectively. On September 9, 2016, the District Court issued a decision partially denying the motions to dismiss. The Company and the Republic appealed this decision, requesting a complete dismissal of the complaint. The Company and the Republic argued that the case should proceed in Argentina, if at all (forum non conveniens). The United States Court of Appeals for the Second Circuit (“Court of Appeals”) held that the District Court had jurisdiction over this matter. On October 31, 2018, the Company and the Republic appealed this decision to the United States Supreme Court (“Supreme Court”). On June 24, 2019, the Supreme Court declined to hear the appeal.
On August 30, 2019, the Republic and YPF filed motions to dismiss both the Petersen and the Eton Park cases, once again arguing that the cases should proceed in Argentina (forum non conveniens). On June 5, 2020, the District Court denied these motions to dismiss. The Republic and YPF filed their answers to the Petersen complaint on July 8, 2019 and to the Eton Park complaint on July 10, 2020. On July 13, 2020, the District Court issued an order requiring the parties to proceed with fact and expert discovery. Given the overlap between the Petersen and Eton Park cases, they moved forward jointly and the parties proceeded with consolidated discovery in both cases. Fact discovery concluded on August 27, 2021.
Expert discovery concluded on April 6, 2022. On April 14, 2022, Plaintiffs and YPF and the Republic filed opening briefs in support of cross-motions for summary judgment in the Petersen and Eton Park actions. Plaintiffs argued that the District Court should grant summary judgment in their favor on liability and damages as to both YPF and the Republic. In their opening briefs, YPF and the Republic each argued that it has no liability and owes no damages to Plaintiffs, and that the District Court should, therefore, grant summary judgment in its favor and dismiss all remaining claims against it. The parties filed opposition and reply briefs on May 26, 2022 and June 23, 2022, respectively.
On March 30, 2023, the District Court granted YPF’s motion for summary judgment and denied Plaintiffs’ motion for summary judgment as to YPF in its entirety. The District Court found that YPF has no contractual liability and owes no damages for breach of contract to Plaintiffs and accordingly dismissed Plaintiffs’ claims against YPF.
In line with the decision issued on March 30, 2023, in the final judgment issued on September 15, 2023 the District Court ordered, adjudged and decreed that all of Plaintiffs’ claims against YPF were dismissed, decreeing that YPF has no contractual liability and owes no damages for breach of contract to Plaintiffs.
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| YPF SOCIEDAD ANONIMA | |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br> <br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
- CONTINGENT ASSETS AND LIABILITIES (cont.)
On October 18, 2023, Plaintiffs appealed the District Court’s final judgment as to YPF and those orders that, for purposes of appeal, merge into the designated final judgment.
On October 23, 2023, YPF filed a notice of conditional cross-cross-appeal.
The appeals filed by the parties in these proceedings were fully briefed as of September 6, 2024. The Court of Appeals held oral argument on these appeals on October 29, 2025.
On April 1, 2024, Plaintiffs filed a turnover motion, which became public (and accessible to YPF) on April 22, 2024. This motion requested that the District Court order the Republic to turn over the YPF Class D shares held by the Republic to Plaintiffs in partial satisfaction of the District Court’s judgment against the Republic in this proceeding. Plaintiffs and the Republic completed their briefing on the turnover motion on July 8, 2024.
Plaintiffs are also seeking discovery of documents from YPF related to their theory that YPF could be an alter ego of the Republic. YPF denies that it is an alter ego and objected to Plaintiffs’ document requests. On May 28, 2024, the District Court ordered YPF to produce documents in response to Plaintiffs’ discovery requests. As of the date of issuance of these consolidated financial statements, Plaintiffs have not requested that the District Court find that YPF is an alter ego of the Republic.
On August 12, 2024, YPF filed a brief requesting that the District Court permanently enjoin Plaintiffs from pursuing recovery from YPF in connection with their September 15, 2023 final judgment against the Republic, arguing that Plaintiffs’ alter ego theory is barred under the doctrine of res judicata. Plaintiffs filed their opposition on August 26, 2024 and YPF filed its reply on September 3, 2024.
On November 15, 2024, the District Court stayed alter ego discovery from YPF, pending the Court’s consideration of supplemental briefing by YPF, the Republic and Plaintiffs on certain issues, including subject matter jurisdiction. The supplemental briefing was completed on January 24, 2025.
On June 30, 2025, the District Court granted Plaintiffs’ turnover motion, ordering the Republic to: (i) transfer its Class D shares of YPF to a global custody account at the Bank of New York Mellon (“BNYM”) in New York within 14 days of the date of the order; and (ii) instruct BNYM to initiate a transfer of the Republic’s ownership interests in its Class D shares of YPF to Plaintiffs or their designees within one business day of the date on which the shares are deposited into the account.
Also on June 30, 2025, in proceedings brought by Bainbridge Fund Ltd. against the Republic, the District Court issued a similar order directing the Republic to turn over its Class A and Class D shares of YPF.
On July 10, 2025, the Republic filed with the Court of Appeals: (i) notices of appeal of the June 30, 2025 turnover orders in both Plaintiffs’ and Bainbridge Fund Ltd.’s proceedings; and (ii) emergency motions for a stay pending appeal of the June 30, 2025 turnover orders and an immediate administrative stay. On July 15, 2025, the Court of Appeals granted a temporary administrative stay of the turnover orders pending resolution of the stay motions. On August 15, 2025, the Court of Appeals granted a stay pending resolution of the Republic’s appeal of the June 30, 2025 turnover orders.
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| YPF SOCIEDAD ANONIMA | |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br> <br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
- CONTINGENT ASSETS AND LIABILITIES (cont.)
YPF is not a party to the aforementioned turnover proceedings.
On September 17, 2025, the District Court denied YPF’s request to permanently enjoin Plaintiffs from pursuing recovery from YPF in connection with their September 15, 2023 final judgment against the Republic and ordered Plaintiffs and YPF to continue with the discovery process. The District Court’s decision does not decide the question of whether YPF is an alter ego of the Republic, which YPF strongly denies.
On October 1, 2025, YPF filed a motion for reconsideration of the September 17, 2025 order with the District Court arguing, among other things, that the District Court erred by overlooking binding precedent regarding the Court’s lack of subject matter jurisdiction. YPF also requested a stay of discovery from YPF. The Court granted the request for a stay of alter ego discovery from YPF pending resolution of YPF’s reconsideration motion.
On November 10, 2025, the District Court denied YPF’s motion for reconsideration of the September 17, 2025 order.
YPF has appealed the September 17, 2025, and November 10, 2025, orders, and those appeals have been consolidated. YPF filed its opening appeal brief on December 23, 2025. Briefing is scheduled to be complete on March 13, 2026, with oral argument calendared for the week of April 13, 2026. On December 23, 2025, the District Court granted YPF’s request to stay alter ego discovery from YPF pending these appeals.
On January 15, 2026, Plaintiffs filed a motion for sanctions and contempt against the Republic. Plaintiffs have asked, among other things, for the District Court to preclude the Republic from arguing that YPF and other instrumentalities are not alter egos of the Republic. Plaintiffs have also asked the Court to draw certain adverse inferences that Plaintiffs believe will help to support their alter ego theories. Briefing is scheduled to conclude on March 5, 2026. An evidentiary hearing is scheduled for April 21 to 23, 2026. YPF is not a party to this motion.
YPF will continue to defend itself in accordance with the applicable legal procedures and available defenses.
The Company will continue to reassess the status of these litigations and their possible impact on the results and financial situation of the Group, as needed.
33.b.3) Claims before the CNDC
| • | Claims for fuels sale prices |
|---|
The Group was subject to certain claims before the CNDC, related to alleged price discrimination in sale of fuels which were timely answered by YPF.
33.b.4) Other claims
Additionally, there are several labor, civil and commercial cases in which the Group has been sued and several claims from the ARCA and provincial and municipal tax authorities, not individually significant, which have not been provisioned for, as the Company, based on the evidence available as of the date of issuance of these consolidated financial statements, has considered that they constitute possible contingencies.
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| YPF SOCIEDAD ANONIMA | |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br> <br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
34. CONTRACTUAL COMMITMENTS
34.a) Exploitation concessions, transport concessions and exploration permits
In fiscal year ended December 31, 2025, the Group obtained exploitation concessions, transport concessions and exploration permits which include commitments to make certain investments and expenditures and to maintain activity levels. In addition, extensions of certain concessions and permits were obtained, and certain areas were reversed. The most relevant agreements, concessions and permits that took place in the year ended December 31, 2025 are described below:
CENCH in the Province of Neuquén
On March 10, 2025, by means of Decrees No. 275/2025, 276/2025 and 277/2025 the Executive Branch of the Province of Neuquén approved the granting of the CENCH in the “Aguada de la Arena”, “La Angostura Sur I” and “La Angostura Sur II”, and “Narambuena” blocks, respectively. These CENCH have the following characteristics:
| - | Aguada de la Arena: YPF has 100% of the working interest in this CENCH and the commitments assumed include the execution of a pilot plan of 6 unconventional wells. |
|---|---|
| - | La Angostura Sur I: YPF has 100% of the working interest in this CENCH and the commitments assumed include the execution of a pilot plan of 4 unconventional wells. |
| --- | --- |
| - | La Angostura Sur II: YPF has 100% of the working interest in this CENCH and the commitments assumed include the execution of a pilot plan of 3 unconventional wells. |
| --- | --- |
| - | Narambuena: This CENCH is 50% owned by YPF and 50% by Compañía de Desarrollo No Convencional S.R.L. (“CDNC”) and the commitments assumed include the execution of a pilot plan of 14 unconventional wells. |
| --- | --- |
In addition to the aforementioned commitments assumed by YPF, it includes payments for an exploitation bonus and a corporate social responsibility bonus.
Los Parlamentos
On September 19, 2025, the Company entered into a Settlement Agreement with the Province of Mendoza, through which: (i) the “Los Parlamentos” exploration permit was reverted, where existed outstanding commitments to be fulfilled for 14; and (ii) YPF undertakes the commitment to drill a well in the Vaca Muerta formation under the “CN VII/A” exploration permit, with an investment of up to 22; among others. The aforementioned agreement became effective on October 21, 2025, through notification to the Company of Decree No. 2,266/2025 of the Province of Mendoza.
The dates indicated correspond to the date of publication in the respective Official Gazettes, unless otherwise indicated.
34.b) Investment agreements and commitments and assignments
The Group has executed investment agreements and commitments, and assignments. The main characteristics of the most relevant agreements and commitments, and assignments executed in fiscal years ended December 31, 2025, 2024 and 2023 are described below:
Transportation concession for the Vaca Muerta Norte oil pipeline
On February 9, 2023, through Decree No. 299/2023 issued by the Province of Neuquén, YPF was granted an crude oil transportation concession associated with the La Amarga Chica Hydrocarbon Unconventional Exploitation Concession, which includes the construction of an crude oil pipeline from La Amarga Chica to the Puesto Hernández blocks for the supply of Luján de Cuyo Refinery and the export of crude oil to Chile for the remaining term of the exploitation concession abovementioned. As of the date of issuance of these consolidated financial statements, the assignment by YPF to other companies of the oil and gas industry of its 24.8% interest in this transportation concession is pending approval by the Province of Neuquén.
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| YPF SOCIEDAD ANONIMA | |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br> <br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
- CONTRACTUAL COMMITMENTS (cont.)
LNG project
On May 2, 2025, YPF, through its subsidiary Sur Inversiones Energéticas, together with Pan American Energy S.L. (“PAE”), Wintershall DEA Argentina S.A. (“Wintershall”), Pampa Energía S.A. (“Pampa”) and Golar FLNG Sub-Holding Company Limited (“Golar Subholding”), collectively the shareholders of Southern Energy S.A. (“SESA”) have agreed to:
| - | Make the final investment decision as provided in the Bareboat Charter Agreement entered into with Golar Hilli Corporation in July 2024, and its subsequent addenda, for the term of 20 years for the charter of the liquefaction vessel Hilli Episeyo (“FLNG Hilli”), with a nominal capacity of 2.45 million tons of LNG per year (“MTPA”), to be located on the coast of the Argentine Sea in the Province of Río Negro, with the purpose of processing natural gas from Vaca Muerta for LNG export (“BBCA Hilli”). |
|---|---|
| - | Enter into a second Bareboat Charter Agreement with Golar MKII Corporation, for the construction, lease and operation of a new liquefaction vessel, the FUJI LNG (“FLNG MKII”), for 20 years (extendable for an additional period of 5 years at SESA’s option), with a nominal capacity of 3.5 MTPA, in order to increase the capacity to process natural gas from Vaca Muerta and export LNG, subject to closing conditions including, among others, the final future investment decision as provided in such agreement (“BBCA MKII”). On November 4, 2025, after the fulfillment of the closing conditions, the Bareboat Charter Agreement with Golar MKII Corporation became effective. |
| --- | --- |
In order to supply the FLNG Hilli and FLNG MKII vessels with natural gas for the liquefaction process, SESA entered into natural gas supply agreements (“GSA”) with PAE, Sur Inversiones Energéticas, Pampa and Wintershall for the term of 20 years. In this regard, in order for both vessels to operate all year round, SESA contemplates the construction of a dedicated gas pipeline between the Province of Neuquén and the San Matías Gulf in the Province of Río Negro. Operations of the FLNG Hilli vessel are expected to commence in late 2027 or early 2028 and those of the FLNG MKII vessel are expected to commence in late 2028.
As of the date of issuance of these consolidated financial statements, the shareholding in SESA is as follows: PAE (30%); Sur Inversiones Energéticas (25%); Pampa (20%); SE Argentina Holding B.V.,by transfer from Wintershall on July 24, 2025 (15%); and Golar Subholding (10%).
The Company has entered into the GSA and the SESA Shareholders’ Agreement guaranteeing the obligations of its subsidiary Sur Inversiones Energéticas under such agreements, see Note 34.d).
34.c) Contractual commitments
The Group has signed contracts under which it has agreed to buy certain products and services, and to sell natural gas, LPG and other products. Some of the mentioned contracts include penalty clauses establishing compensations for the breach of the obligation to receive, deliver or transport the product subject-matter of the contract. The anticipated estimated losses for onerous contracts, if any, considering the compensations mentioned above, have been charged to net profit or loss for the period in which they are incurred.
The Group has renegotiated certain natural gas export contracts that were affected for regulatory reasons by interruptible and firm natural gas supply contracts in compliance with the natural gas export regulations effective in Argentina at each given time. As of the date of issuance of these financial statements, the Group is performing the activities in compliance with the commitments agreed above. Should the Group fail to comply with those agreements, we could be subject to significant claims, subject to the defenses that the Group might have.
As of December 31, 2025, the exploratory and investment commitments and expenses until the completion of the most significant exploration permits and exploitation concessions amount to 699.
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| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br> <br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
- CONTRACTUAL COMMITMENTS (cont.)
34.d) Granted guarantees
As of December 31, 2025, the Group issued bank guarantees for an amount of 40. YPF assumed other commitments for an amount of 12 in relation to compliance with obligations of its subsidiaries and joint ventures. Likewise, related to the 25% equity interest of Sur Inversiones Energéticas in SESA, on May 30, 2025 and October 27, 2025 the Company granted guarantees in favor of Golar Hilli Corporation for up to 137.5 and in favor of Golar MKII Corporation for up to 187.5, respectively, see Note 34.b).
On January 2024, YPF has opened a reserve and payment account in New York for holders of Class XXVIII NO, whose balance as of December 31, 2025 is 48, representing 125% of the debt services of NO to be paid over the next 6 months, in line with existing foreign exchange regulations.
Vaca Muerta Sur Project guarantee
On July 8, 2025, our associated VMOS signed an international syndicated loan for 2,000 to finance the construction of the Vaca Muerta Sur Project. As guarantee for the obligations assumed in this loan, VMOS’s shareholders, including YPF, have granted a fiduciary assignment of their VMOS’s shares as collateral for such financing, which will remain in force until the completion of the Vaca Muerta Sur Project.
- MAIN REGULATIONS
The main regulatory framework under which the Group carries on its business activities is described below. However, the purpose of this section is not to provide an exhaustive description of all the regulations governing the Group’s business.
35.a) Regulations applicable to the hydrocarbon industry
35.a.1) Hydrocarbons Law
Law No. 17,319 of 1967 and its numerous amendments, including Law No. 27,007 of 2014, establish the general principles governing the exploration, exploitation, industrialization, transportation, and commercialization of hydrocarbon resources in Argentina (“Hydrocarbons Law”). Likewise, in 2024, the Bases Law incorporated new amendments to the Hydrocarbons Law (see Note 35.l)). The most relevant aspects are as follows:
| - | Liquid and gaseous hydrocarbon reservoirs located in Argentine territory and its continental shelf belong to the Argentine Government or the provinces, depending on their territorial location. Activities related to hydrocarbon exploration, exploitation, industrialization, transportation and commercialization shall be undertaken by state-owned, private or mixed ownership companies, under the provisions of the Hydrocarbons Law and the regulations issued by the PEN. Also, these companies shall be registered with the Registry of Oil Companies created under SE Resolution No. 407/2007, under which a technical and financial analysis of those companies is conducted on an annual basis. Companies not registered are not authorized to undertake activities in oilfields located in Argentine territory. |
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| - | The terms for exploration permits are set at each call for bids by the enforcement authority, according to the exploration objective: (i) permit for conventional exploration concessions, the term is divided into 2 periods of up to 3 years each, plus an optional extension of up to 5 years; (ii) permit for unconventional exploration, the term is divided into 2 periods of up to 4 years each, plus an optional extension of up to 5 years; and (iii) permit for exploration in continental shelf and territorial waters, the term is divided into 2 periods of 3 years each, which may be extended for 1 year each. |
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The terms for exploitation concessions, which shall run from the date the concession is awarded under the respective regulation, shall be as follows: (i) conventional exploitation concession: 25 years; (ii) unconventional exploitation concession: 35 years; and (iii) exploitation concession in continental shelf and territorial waters: 30 years. Also, at least one year prior to the expiration of the concession, the holder of the exploitation concession may request an unlimited number of concession extensions, each for a term of 10 years.
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| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br> <br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
- MAIN REGULATIONS (cont.)
Since the issuance of the Bases Law, the request for conversion of a conventional exploitation concession into an unconventional exploitation concession will only be available until December 31, 2028, and its term will be 35 years without extensions.
Additionally, for new exploitation concessions, the national or provincial Executive Branch, as applicable, at the time of defining the terms and conditions of the bidding, may determine in a reasoned manner other terms of up to 10 years more than those provided for in the Hydrocarbons Law.
| - | Holders of exploitation concessions may obtain a transportation concession to evacuate their production. Thus, the term of transportation concessions originating from a conventional exploitation concession will be 25 years, and those originating from an unconventional exploitation concession will be 35 years, counted from the date of the concession award plus any extension of the terms which may be granted. |
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Since the issuance of Decree No. 115/2019, the term of transportation concessions awarded through a bidding process will be 35 years from the date of award, which may be extended for an additional term of 10 years. Additionally, holders of transportation concessions granted from the effective date of such decree and expansions of facility capacity in transportation concessions granted prior to such date and carried out thereafter, may ensure firm service capacity to shippers through capacity reservation contracts. These contracts may be freely negotiated regarding their allocation modality, prices and volumes. The uncontracted capacity and the unused contracted capacity shall be subject to the tariff to be approved by the enforcement authority.
Since the issuance of the Bases Law, the legal figure of “transportation concession” is replaced by the figure of “transportation authorization”. Also, it establishes that exploitation concessions and transportation concessions granted prior to the enactment of the Bases Law will continue under the legal figure of “concession” and governed until their expiration by the legal framework existing at the date of approval of the Bases Law.
| - | Holders of exploration permits and exploitation concessions shall pay: (i) annually in advance, a fee per each square kilometer or fraction, according to the scale specified by the PEN; and (ii) a percentage between 12% and 18% of wellhead production of the liquid hydrocarbons extracted by way of royalty, allowing the national or provincial Executive Branch, as appropriate, and as grantors of such concessions, to reduce this rate up to 5% considering the productivity, conditions and location of the wells. In addition, they are subject to federal, provincial and municipal taxes, customs duties on imports and exports, and, during the effective term of the exploration permit or exploitation concession, to the tax regime established under the Hydrocarbons Law. |
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Since the issuance of the Bases Law, the royalties to be paid to the enforcement authority in exploitation concession bidding processes will be offered by the concessionaire, determining that the royalty to be offered will be 15% plus or minus a percentage at the bidder’s discretion.
Additionally, the fee for each square kilometer or fraction thereof that a holder of an exploration permit or an exploitation concession must pay annually and in advance shall be calculated according to a scale determined by the price of a barrel of oil quoted on the “Frontline ICE Brent”.
| - | Default on the obligations arising under permits and concessions may cause the expiration of the terms, or the imposition of fines by the enforcement authority, as specified in the Hydrocarbons Law. |
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| - | Since the issuance of the Bases Law, international trade of hydrocarbons and/or its derivatives will be free, according to the terms and conditions established by the PEN, and exploration permit holders and/or exploitation concessionaires, refiners and/or marketers may freely export hydrocarbons and/or their derivatives, subject to the SE’s <br>non-objection. |
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| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br> <br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
- MAIN REGULATIONS (cont.)
Decree No. 1,057/2024 established that the free exercise of the right to export hydrocarbons and/or their derivatives may not be interrupted, nor be reviewed again once certain deadlines have passed, during the entire period or program of shipments or deliveries not objected to by the SE, and the requirements established in said decree must be complied with for this purpose, except in the event of exceptional circumstances which objectively compromise the security of supply in the domestic market. For those exports of hydrocarbons and/or their derivatives whose period or program of shipments or deliveries exceeds 1 year, the interested party must prove the right to dispose of the export volumes and in the deadlines committed.
Likewise, it provided that the SE may object in whole or in part to the export of hydrocarbons and/or their derivatives, only based on the technical and/or economic reasons that affect the security of supply in the domestic market. Additionally, it establishes that the SE may object totally or partially to exports due to significant and unforeseen variations in the prices of hydrocarbons and/or their derivatives in the domestic market, on a temporary basis and until this situation has ended.
| - | Since the issuance of the Bases Law, hydrocarbon processing and natural gas storage activities are incorporated, for which the national or provincial Executive Branch, as applicable, may grant storage and/or processing authorizations. |
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| - | Owners of projects and/or facilities for the conditioning, separation, fractionation, liquefaction and/or any other hydrocarbon industrialization process may request an authorization to transport hydrocarbons and/or their derivatives to their industrialization facilities and from them to subsequent industrialization or commercialization process centers and/or facilities. |
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Decree No. 1,057/2024 establishes that for the holders of such projects and/or facilities whose construction, installation or operation had been authorized prior to the entry into force of the Bases Law, it is not mandatory to process the conversion to authorizations under the scheme of said law.
Those authorized to process hydrocarbons are required to process hydrocarbons from third parties up to a maximum of 5% of the capacity of their facilities.
Additionally, the Bases Law incorporated amendments to the Hydrocarbons Law regarding the regulations applicable to the transportation, processing, storage, distribution and commercialization of natural gas, which are described in Note 35.c.1).
Also, title to hydrocarbon resources was transferred by the Argentine Government to the provinces under the following laws and decisions which amended the Hydrocarbons Law:
| - | In 1992, Law No. 24,145 approved the transfer of hydrocarbon reserves to the provinces where they are located. |
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| - | In 1994, the Argentine National Constitution was amended. Under this amendment, the provinces were granted the primary control of natural resources within their territories. |
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| - | In 2003, under Decree No. 546, the right to award exploration permits and/or exploitation concessions and transportation concessions in certain locations designated as transfer areas, as well as in other areas designated by competent provincial authorities, was transferred to the provinces. |
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| - | In 2007, Law No. 26,197 recognized that hydrocarbon reservoirs, in compliance with Article 124 of the Argentine National Constitution (including reservoirs for which concessions were awarded prior to 1994) were owned by the provinces and granted them right to administer such reservoirs. |
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(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
- MAIN REGULATIONS (cont.)
35.a.2) YPF Privatization Law
In 1992, Law No. 24,145 (“Privatization Law”) privatized Yacimientos Petrolíferos Fiscales Sociedad del Estado, YPF’s predecessor company, and decided the transfer of hydrocarbon fields from the Argentine Government to the provinces, subject to the existing rights of the holders of exploration permits and exploitation concessions. Under the Privatization Law, the Company was awarded exploration permits and exploitation concessions which are the original titles to numerous concessions that are currently operated by YPF.
35.a.3) CENCH in the Province of Neuquén
On December 16, 2021, the Province of Nequén published Decree No. 2,183/2021 whereby approved Resolution No. 53/2020, as amended by Resolution No. 142/2021, which regulate the award of a CENCH in the province.
The aforementioned resolutions: (i) established the parameters applicable to the pilot plan to be submitted in order to apply for a CENCH and the technical criteria to define the territorial area of the CENCH; (ii) created the Area Extension Bonus for the area exceeding the pilot plan area; (iii) required the presentation of an annual update of a Continuous Development Plan during the mass production stage, and (iv) specified that commitments undertaken for the year following each presentation and update of the Continuous Development Plan should be firm commitments.
35.b) Regulations applicable to the Downstream activities
35.b.1) Regulation related to liquid hydrocarbon exports
Exports of crude oil, gasoline and diesel, among other goods, are subject to the registration provided for under Decree No. 645/2002 and SRH Resolution No. E-241/2017, as amended by SSHyC Resolution No. 329/2019.
In order to obtain an export permit, companies interested in exporting these products should enter export transactions in a register and ensure they have given the possibility of acquiring the products to interested potential domestic market agents.
On March 28, 2023, SE Resolution No. 175/2023 was published, creating a special regime for the registration of crude petroleum oils and oils obtained from bituminous minerals through cross-border crude oil pipelines. In order to obtain the export permit, entities will be required to prove to the SSHyC that the respective export does not affect domestic market supply. The permit shall indicate the export volume authorized for a minimum term of 1 year from the date the permit was granted.
Decree No. 1,057/2024 (see Note 35.l)) provided that the SE shall keep a record of the export operations that were notified, those that were objected to, and those that were actually carried out. This decree establishes that, until its repeal or modification is ordered, exclusively with regard to the registration of such operations, Decree No. 645/2002, SRH Resolution No. E-241/2017 and its amendment Disposition No. 329/2019 of the SSHyC, and Resolution SE No. 175/2023 will continue to be applicable. In addition, it determines that the SE must make the corresponding regulatory adjustments for these and all other regulations referring to exports of hydrocarbons and/or their derivatives in order to comply with the objectives established in the Bases Law (see Note 35.l)) and the Hydrocarbons Law (see Note 35.a.1)).
In addition, the provisions regulating the export of hydrocarbons and/or their derivatives are described in the Hydrocarbons Law (see Note 35.a.1)).
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| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br><br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
- MAIN REGULATIONS (cont.)
35.b.2) Refined products
Resolution No. 5/2016 issued by the former SRH, which replaced Annex II to SE Resolution No. 1,283/2006, established specifications for grades 2 and 3 of diesel and gasoline, which include changes in the content of lead, manganese, oxygen and ethanol, and, more significantly, in relation to sulphur, demanding oil and gas companies to implement a plan to reduce sulphur limits to 50 mg/kg for gasoline grade 2, to 10 mg/kg for gasoline grade 3 and up to 350 mg/kg for diesel grade 2. In order to meet the new specifications, oil and gas companies had to submit to the enforcement authority a detailed schedule of the investment program for the following years.
Through SE Resolution No. 576/2019, which modified former SRH Resolution No. 5/2016, new specifications were established for gasoline grade 2 and diesel grade 2, and the deadline to meet these requirements regarding sulphur content in gasoline grade 2 was extended since January 1, 2024. As of that date, the specifications that apply to gasoline grade 2 establish a maximum sulphur content of 50 mg/kg.
However, through SE Resolution No. 492/2023 a specific mechanism was established to defer the effective date of the specifications of SE Resolution No. 576/2019 in accordance with the schedules detailed by each oil and gas company to reach the required specifications. In this sense, in relation to the detailed schedule of the investment program submitted by the Company, the enforcement authority decided to extend, on several occasions, the deadline to comply with the specifications for gasoline grade 2 produced at the La Plata Industrial Complex until June 30, 2024, and for diesel grade 2 produced at the Luján de Cuyo Industrial Complex until July 1, 2026. Therefore, the Company is currently executing the last activities in compliance with the applicable resolution, having completed those related to the La Plata Industrial Complex.
35.b.3) Regulatory framework associated with the LPG industry
Law No. 26,020 of 2005 (“LPG Law”), amended by Decree No. 446/2025, establishes the regulatory framework for the LPG industry, covering all activities related to the production, fractionation, bottling, transportation, storage, distribution and sale of LPG, declared of public interest by said law. It also establishes (i) the free import of LPG, (ii) the free export of LPG once the supply of the domestic market is ensured and (iii) the sale of LPG by producers to the domestic market up to the export parity price.
Under the LPG Law, the Argentine Government launched several incentive programs for the supply of the domestic market (see Note 35.f.2)).
35.c) Regulations applicable to natural gas and LNG activities
35.c.1) Transportation, processing, storage, distribution and commercialization of natural gas
Law No. 24,076 (“Gas Law”), which was enacted in 1992, together with its Regulatory Decree No. 1,738/1992, as amended by the Bases Law (see Note 35.l)), regulate natural gas public transportation and distribution services.
The Gas Law created the ENARGAS to administer and enforce the legal framework adopted for the transportation, distribution and commercialization of natural gas.
Natural gas transportation and distribution systems are divided into 2 main natural gas pipelines, the Northern and Southern systems, operated by transportation companies and 9 regional distribution companies. These systems operate under the open access principle, whereby natural gas suppliers have access to the available capacity without discrimination. Also, under the Gas Law, transportation companies are not allowed to buy or sell natural gas (with certain exceptions) and certain forms of cross-ownership among producers, transporters, distributors and sellers is forbidden.
The domestic wholesale demand of natural gas is divided into 4 segments: (i) priority demand supplied by distribution companies (residential demand and other non-industrial users, hereinafter the “Distribution”); (ii) thermoelectric generation; (iii) industrial demand; and (iv) compressed natural gas (“CNG”).
Regarding commercialization, the Gas Law provides that prices shall result from the free interaction of supply and demand and established the right to transfer the acquisition cost of natural gas to users of the distribution system.
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| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br><br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
- MAIN REGULATIONS (cont.)
However, regulations applicable to natural gas commercialization were affected by the declaration of public emergency under Law No. 25,561 enacted on January 6, 2002 (“Public Emergency Law” of 2002), the financial crisis of 2001, the end of the convertibility regime and the freezing of transportation and distribution tariffs. Thus, a series of provisional decisions modified the pricing system and the volumes tendered, among which the following stand out: regulations seeking to establish agreements between producers and the SE to ensure offer volumes and an interim process for price reconversion; rules regulating natural gas dispatch to redirect injected natural gas and other mechanisms to ensure the supply of the priority demand (Distribution segment).
In 2017, after the Public Emergency Law of 2002 ceased to be effective, a transition process began for the supply of the Distribution segment, which comprised: calling upon producers and ENARSA to reach an agreement on the basic conditions (“Framework Agreement”) for the supply of natural gas effective from January 1, 2018 to December 31, 2019; establishing a mechanism for competitive bidding for the term April 2019 - March 2020 and the subsequent renewal (instructed by the SE) of the contracts resulting from the bidding process until the expiration of the term established in Article 5 of Law No. 27,541 (the Solidarity Law declaring the public emergency of the energy sector).
From January 1, 2021, since the approval of the Plan GasAr 2020-2024 by Decree No. 892/2020 (see Note 35.f.1)), the demand from the Distribution segment and most of the demand from the thermoelectric generation segment are duly supplied, and therefore, the prices received by producers supplying these segments are established through the bidding process provided for thereunder.
The sale of natural gas to the thermoelectric generation segment was regulated by former SE Resolution No. 95/2013, Article 8, whose effectiveness was reestablished by Resolution No. 12/2019 issued by Ministry of Productive Development, under which CAMMESA had provisionally been assigned the role to acquire and supply fuels without cost to generators which do not have natural gas supply contracts currently in force. From March 1, 2025, since SE Resolution No. 21/2025, generators are authorized to make their fuel purchases (see Note 35.d) “CAMMESA” section).
Also, sales to the industrial segment, as well as to the CNG segment (modified by Decree No. 892/2020 and SE Resolution No. 447/2020) are based on the free negotiation between producers or sellers and clients.
Likewise, the Bases Law and Decree No. 1,057/2024 (see Note 35.l)) introduced the following amendments:
| - | The figure of “underground natural gas storage authorizations in depleted natural hydrocarbon reservoirs” was incorporated, and the possibility for holders of an underground natural gas storage permit to apply for a hydrocarbon transportation authorization was established. |
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| - | The distinction of types of concessions, authorizations and transportation licenses was regulated, identifying natural gas transportation licenses and/or their extensions granted under the Gas Law. |
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| - | The Hydrocarbons Law was amended incorporating the activities of processing and storage of natural gas, as described in Note 35.a.1). |
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| - | The possibility to request authorization to transport hydrocarbons for owners of projects and/or facilities for the conditioning, separation, fractionation, liquefaction and/or any other hydrocarbon industrialization process. |
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(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
- MAIN REGULATIONS (cont.)
Decree No. 1,053/2018
Following the expiration of the Public Emergency Law of 2002 in December 2017, and a few months after the implementation of the transition scheme, which included the agreement on the basic conditions for the supply of the Distribution segment, the performance of the contracts executed under the mentioned agreement was affected by a sharp devaluation of the peso in 2018 and by the decision of distributors to pay a natural gas price based on the exchange rate implicit in the tariff scheme approved for the 2018 winter period (lower than the price established under the Framework Agreement and the individual contracts). This triggered a renegotiation process of individual agreements with prices in U.S. dollars, which resulted in a reduction in the price of natural gas applicable to the October 2018 - December 2018 period, with no agreement being reached regarding the exchange rate differences to be contemplated.
On November 16, 2018, Decree No. 1,053/2018 was published, whereby the Argentine Government decided to take over, with respect to distributors and producers who had adhered to the scheme, the payment of the accumulated daily differences on a monthly basis between the price of natural gas purchased by distributors and the price of natural gas included in the tariff schemes effective from April 1, 2018 to March 31, 2019, in 30 consecutive monthly installments beginning on October 1, 2019.
Also, this decree established that since April 1, 2019, contracts between natural gas producers and distributors shall provide that the higher cost due to exchange rate variations shall never be transferred to natural gas full-service users.
On October 25, 2019, YPF adhered to the regime established under such decree, under which the Argentine Government has only paid the first installment, the remaining unpaid accrued as of the date of issuance of these consolidated financial statements.
On December 14, 2020, Law No. 27,591 was published, approving the budget for fiscal year 2021, and overruling Decree No. 1,053/2018.
The Company filed administrative claims with the Ministry of Economy requesting the payment of the second to the thirtieth installment under the regime plus interest and additional claims, which as of the date of issuance of these consolidated financial statements have not yet been resolved.
35.c.2) Exports of natural gas and LNG
Natural gas
Under the Gas Law and its Regulatory Decree, natural gas exports shall be authorized by the PEN, to the extent domestic supply is not affected, and a natural gas export regime was established, which includes firm and interruptible authorizations. During the Public Emergency Period of 2002, Argentine authorities adopted several measures restricting natural gas exports from Argentina.
Although the natural gas export regime was modified by numerous successive regulations since 2016, SE Resolution No. 774/2022 currently applies to natural gas exports, which specifies the terms and conditions of the Process to Award Licenses for the Export of Natural Gas through pipelines. Such process contemplates the firm export preference right granted under the Plan GasAr 2020-2024 and Plan GasAr 2023-2028 (see Note 35.f.1)) to producers holding export licenses.
In 2024, the Bases Law and Decree No. 1,057/2024 (see Note 35.l)) approved natural gas exports following the same terms and conditions as for liquid hydrocarbon exports, as described in Note 35.a.1).
Regarding natural gas infrastructure, Decree No. 1,057/2024 established that in the case of exports that involve the construction of new natural gas pipelines or new connections to them and/or new facilities, the SE’s non-objection to the export of natural gas will not imply authorization for their construction or new natural gas pipeline connections, which will be authorized through the relevant procedures.
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| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br> <br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
- MAIN REGULATIONS (cont.)
LNG
In 2024, the Bases Law and Decree No. 1,057/2024 (see Note 35.l)) established a special regime for long-term firm export authorizations for LNG export permits, whose procedure was approved through SE Resolution No. 145/2025. The SE would have to verify the sufficiency of natural gas resources in Argentina to supply local demand and LNG export projects, and may oppose the request for export authorization, based on, among others, the lack of availability of natural gas to supply local demand. On April 21, 2025, SE Resolution No. 157/2025 was published, by which the SE approved the declaration of sufficiency of natural gas resources in Argentina that would supply local demand and LNG export projects for 63 years, which must be updated by the SE at least every 5 years.
When the SE does not object to a request, it will issue a “free LNG export authorization” granting firm export rights for 30 years from the start-up of the liquefaction plant or its expansions, and may not be subject to interruptions, restrictions or redefinitions in the future, and which may be transferred to third parties if certain conditions are met.
35.c.3) Regulatory requirements applicable to natural gas distribution
The Group participates in natural gas distribution through its subsidiary Metrogas.
The natural gas distribution system is regulated by the Gas Law, which together with its Regulatory Decree, other regulatory decrees, the Bidding Terms and Conditions, the Distribution License and the Transfer Agreement lay down the legal framework for Metrogas’ activities.
The Distribution License, the Transfer Agreement and the regulations issued under the Gas Law establish certain requirements regarding the quality of service, capital investments, restrictions for the transfer and encumbrance of assets, cross-ownership restrictions among producers, transporters and distributors of the natural gas, and the transfer of Metrogas’ shares.
Natural gas distribution tariffs were established in the Distribution License and are regulated by the ENARGAS.
Distribution License
The Distribution License authorizes Metrogas to provide the public distribution service of natural gas for a term of 35 years, renewable upon expiration, on December 28, 2027, for an additional term of 10 years pursuant to the Gas Law based on ENARGAS’ recommendation to the PEN regarding the substantial performance of all its obligations, and the performance of Metrogas in the preceding term.
Upon the expiration of the 35 or 45-year period, as appropriate, the Gas Law requires a new competitive bidding for such License, in which, if Metrogas has performed its obligations, it will have the option to equal the best bid submitted to the PEN by a third party.
Generally, upon the termination of a Distribution License for term expiration, Metrogas will be entitled to a consideration equal to the value of the designated assets or to the amount paid by the successful bidder in a new call for tenders, whichever is lower.
In 2024, the Bases Law and Decree No. 1,057/2024 (see Note 35.l)) allowed the providers of public natural gas distribution and transportation services to request the renewal of their licenses for an additional 20-year period.
Metrogas has various obligations under the Gas Law, including the obligation to comply with all reasonable service requests within its service area, unless it were uneconomic for the provider, and to operate and maintain its facilities in a safe manner, which may require certain investments to replace or improve the facilities, as established in the Distribution License.
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| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br> <br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
- MAIN REGULATIONS (cont.)
Also, the Distribution License specifies other obligations of Metrogas, including the provision of a distribution service, maintaining an uninterruptible service, operating the system in a prudent manner, maintaining the distribution network, making the mandatory investments, keeping certain accounting records and providing certain regular reports to the ENARGAS.
The Distribution License may be revoked by the Argentine Government, upon recommendation of the ENARGAS, among other reasons, for serious and repeated failure by Metrogas to meet its obligations and/or total or partial interruptions (attributable to Metrogas) in the uninterruptible service outside the periods stipulated in the Distribution License; for the sale, disposal, transfer and encumbrance of Metrogas core assets (except for encumbrance used to finance extensions and improvements in the natural gas pipeline system) and in the event of bankruptcy, dissolution or liquidation of Metrogas.
Additionally, the Distribution License provides that Metrogas will not take over its parent company’s debts or grant credits or encumber assets to secure debts or award any other benefit to its parent company’s creditors.
Tariff schemes and tariff renegotiations
With the enactment of the Public Emergency Law of 2002, the legal framework in force applicable to license contracts of public utility companies was affected. This law provided for the conversion into pesos of tariffs established in convertible U.S. dollars at the exchange rate established under Convertibility Law No. 23,928, the prohibition to adjust tariffs based on any foreign index, including the “U.S. PPI” established under the regulatory framework, and the process for renegotiating the public service contracts awarded by the PEN (including Metrogas’ Distribution License). The expiration of the Public Emergency Law of 2002 was extended successively until December 31, 2017, together with the terms for renegotiation of licenses and public service concessions.
Under the renegotiation process, on March 30, 2017, Metrogas executed a Memorandum of Agreement with the MINEM and the Ministry of Finance for the Adjustment of the Natural Gas Distribution License (“Comprehensive Memorandum of Agreement”), which set out the conditions to adjust the Distribution License and a series of guidelines for the RTI, which included the introduction of non-automatic mechanisms for semi-annual adjustment of the distribution tariff between 5-year tariff reviews (considering variations in prices and service costs). The Integral Tariff Minute, ratified by Decree No. 252/2018, comprises the contractual period from January 6, 2002 to the termination of the Distribution License.
Notwithstanding the variables contemplated for the RTI and tariff adjustment established thereunder, in 2019 the Argentine Government implemented several measures which significantly modified the economic and financial equation provided for in the RTI and in the mandatory investment plans submitted by distribution licensees, which caused a damage to Metrogas. Among the measures generating the most significant changes, thus causing lower revenues stand out, mainly for the deferral of the semi-annual tariff adjustment and higher costs related to the calculation of the UNG.
In consideration of the aforementioned, on October 11, 2019 Metrogas filed an administrative claim with the ENARGAS, requesting the review and adjustment of its mandatory investment plan as well as an economic compensation to restore the economic and financial balance, together with the reconsideration of certain regulatory measures. This claim was later updated due to the continuous impact of the Solidarity Law and the new measures adopted in 2020, which are described below.
On December 23, 2019, Law No. 27,541 (“Solidarity Law”) was published, declaring a state of public emergency in terms of economic, financial, fiscal, administrative, social security, tariff, energy, health and social matters, and suspending the adjustment of tariff schemes for power and natural gas distribution and transportation under federal jurisdiction, until the effective date of the new provisional tariff schemes (Decree No. 1,020/2020). In addition, it delegated to the PEN the power to begin extraordinary reviews of current RTI and authorized the PEN to administratively intervene the ENARGAS for the term of 1 year, which was formalized by Decree No. 278/2020. The 1-year term was then extended by Decree No. 1,020/2020 until December 31, 2021 or until completion of the RTI.
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| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br> <br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
- MAIN REGULATIONS (cont.)
On December 17, 2020, Decree No. 1,020/2020 was published, ordering the commencement of the RTI for providers of power and natural gas public distribution and transportation services under federal jurisdiction, establishing a maximum negotiation term of 2 years, and providing for the elaboration of a RTT until completion of the RTI. On December 7, 2022, Decree No. 815/2022 was published, extending both the administrative intervention of the ENARGAS to January 1, 2024 or until completion of the RTI, and the RTI negotiation term to December 16, 2023.
On April 28, 2023, ENARGAS Resolution No. 190/2023 was published, approving the new transition tariff schemes to be applied by Metrogas to consumption from April 2023.
On December 18, 2023, Decree No. 55/2023 was published, ordering the commencement of the RTI (see Note 35.e)).
ENARGAS, through several resolutions, approved the transition tariff schemes to be applied by Metrogas until the rates resulting from the RQT came into force in accordance with the provisions of Decree No. 55/2023.
On April 30, 2025, ENARGAS Resolution No. 257/2025 was published, which approved: (i) the RQT corresponding to Metrogas; (ii) the segmentation of residential users; (iii) the investment plans for the five-year period 2025 - 2030; and (iv) the initial tariff 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, which recognizes a cost for the deferral at a real weighted average cost of the capital employed rate in pesos of 7.64% and establishes that the increase in distribution tariffs for May 2025 applicable to residential users and general service customers will be 3%. The application of the remaining increase derived from the RQT will be completed in the remaining 30 installments, plus the recognition of the cost of the aforementioned deferral.
On June 5, 2025, SE Resolution No. 241/2025 was published, which established that the transportation and distribution tariffs 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 IPC and the Internal Wholesale Price Index (“IPIM” by its acronym in Spanish) published by the INDEC.
On June 6, 2025, ENARGAS Resolution No. 363/2025 was published, which approved: (i) the methodology for the monthly adjustment of tariffs; and (ii) the tariff charts to be applied by Metrogas effective as from June 6, 2025.
ENARGAS, through several resolutions, approved the tariff 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.
Procedure for the compensation of the lower revenues received by distributors from their users
MINEM Resolution No. 508-E/2017 established the procedure to compensate the lower revenues received by natural gas distribution licensees from users, as a result of the application of benefits to users under the regulations in force in terms of the social tariff and discounts for lower consumption, and the higher costs of UNG compared to those established for their recognition in tariffs, applicable from January 1, 2018. However, on December 7, 2018, the ENARGAS notified the SGE certain observations claiming that the SGE did not recognize the adjustment regarding UNG and determined that all amounts received from January 2018 to November 2018, which until such date were of a provisional nature, should be set off with the amounts owed by the SGE to Metrogas. Also, the adjustments of actual values established under such procedure for the same period, and the excess in costs incurred from December 2018 to September 2019 were not recognized either.
This procedure complies with Article 20.2 of the Standard License approved by Decree No. 2,255/1992, which provides that distributors have the right to compensation for the lower revenues caused by those measures in order to maintain the payment chain related to the operation and maintenance of the natural gas public distribution service through networks, including the payment of invoices for the purchase of natural gas and to ensure the continuity in the provision of the said public service.
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| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br><br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
- MAIN REGULATIONS (cont.)
On January 31, 2025, SE Resolution No. 24/2025 repealed as from February 1, 2025 MINEM Resolution No. 508-E/2017 and unified the compensation mechanisms for lower revenues received as a consequence of the application of incentive programs involving bonuses on the price of natural gas in the PIST. The amounts to be compensated will be deducted from the amounts to be paid by distributors to natural gas producers and will be directly compensated by the SE through the Plan GasAr 2023-2028.
Decree No. 943/2025 (see Note 35.c.4)) repeals the current regulations that created the social tariff benefit program for residential users with lower payment capacity.
Note from ENARGAS related to YPF’s equity interest in Metrogas
On December 28, 2016, Metrogas received a Note from ENARGAS, requesting to adjust Metrogas’ equity structure in compliance with deadline provided for in the Public Emergency Law of 2002 and in compliance with Article 34 of the Gas Law. In this regard, it should be noted that YPF indirectly acquired a 70% interest in Metrogas in a transaction that was approved by ENARGAS Resolution No. I/2,566 dated April 19, 2013, and, following the merger with YPF Inversora Energética S.A. and Gas Argentino S.A. holds 70% of Metrogas shares.
On March 30, 2017, YPF filed an appeal for reconsideration requesting that the ENARGAS Note be revoked and a new decision be rendered setting a reasonable timeframe consistent with the current natural gas market situation, in order to comply with Article 34 of the Gas Law.
On June 15, 2017, YPF submitted to the ENARGAS a tentative schedule for the process of adjusting its equity interest in Metrogas, which was extended in detail on July 3, 2017. Such presentation does not imply the waiver of the aforementioned appeal.
On April 5, 2018, ENARGAS rejected the reconsideration appeal filed by YPF on March 30, 2017 by ENARGAS Resolution No. 313/2018. On October 8, 2018, YPF filed an appeal for the SGE to decide on the issue. As of the date of issuance of these consolidated financial statements, the appeal is pending resolution.
35.c.4) Targeted Energy Subsidy Scheme (“SEF”, by its acronym in Spanish)
On January 2, 2026, Decree No. 943/2025 was published, introducing the following amendments:
| (i) | It unifies energy subsidies under national jurisdiction, creating the new SEF regime with the objective of providing vulnerable residential users with access to essential energy consumption, including natural gas, among others. |
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| (ii) | It eliminates the segmentation of residential users provided for in ENARGAS Resolution No. 257/2025 and establishes the unification of their benefits into a single category. |
| --- | --- |
| (iii) | It established general subsidies to be applied to the Uniform Annual Price of natural gas (“PAU”) to be transferred to the tariff of beneficiaries for consumption from the effective date of the SEF. It also establishes additional subsidies for natural gas consumption for the year 2026. |
| --- | --- |
| (iv) | The current regulations on social tariffs are repealed. |
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| (v) | As of the implementation of the SEF, the subsidies will apply exclusively to the annualized weighted average cost of the Plan GasAr 2023-2028 price, while no subsidies will apply to the supply cost derived from the LNG regasification or new natural gas contracts entered into outside the Plan GasAr 2023-2028. |
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The Decree gradually reinforces incentives for energy saving and conservation of natural resources by all households in the country, while advancing a targeted application of energy subsidies under national jurisdiction.
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| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br><br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
- MAIN REGULATIONS (cont.)
The SEF regime formally entered into force on February 1, 2026, through Resolution SE No. 23/2026 and Resolution ENARGAS No. 48/2026. The SE, as the SEF enforcement authority, is empowered to issue the regulations and administrative acts necessary for the implementation of the criteria established in Decree No. 943/2025 and the restructuring of the subsidy regime.
35.d) Regulatory framework associated with electric power generation
The Group generates thermal conventional electrical energy and renewable energy through YPF EE and CT Barragán.
The basic regulatory framework for Argentina’s electricity sector is laid down under Law No. 15,336 of 1960, as amended by Law No. 24,065 of 1991, and regulated by Decrees No. 1,398/1992 and No. 186/1995 (collectively the “Regulatory Framework”). This Regulatory Framework is supplemented by SE regulations regarding generation and commercialization of electric power, including former SEE Resolution No. 61/1992. Also, in terms of generation of electric power from renewable sources, the Regulatory Framework is supplemented with specific regulations issued to promote their development (see “Renewable energies” section).
Law No. 24,065 implemented the privatization of state-owned companies in the electric power sector and divided the industry vertically into 4 categories: (i) generation; (ii) transmission; (iii) distribution; and (iv) demand. Also, the law organized the WEM (see “WEM” section), where generators of electric power are one of its players.
Under Law No. 24,065, the generation of electric power is defined as an activity of public interest developed in a competitive market. Generators of electric power from a thermal source (that is, generation by natural gas, petroleum liquids such as diesel and fuel oil, or coal), and from a renewable non-hydraulic source, do not require any concession from the state to operate. However, transmission and distribution activities are regulated as public services and hence are subject to concessions granted by the Argentine Government.
In turn, the provinces can regulate the electrical systems within their relevant territories, being their enforcement authority. However, if a participant of the provincial electrical sector connects to the Argentine Electricity Grid (“SADI”, by its acronym in Spanish), it must also meet federal regulations.
ENRE is the agency regulating, auditing and controlling the electric power industry.
On July 7, 2025, Decree No. 450/2025 was published, which approves the following amendments to the Regulatory Framework associated with electric power generation: (i) maximum competition and free contracting is guaranteed to generators; (ii) supply contracts will be freely negotiated between the parties; (iii) the figure of “storer” is introduced as the owner of energy storage facilities; (iv) the figure of “free user” is introduced, who, together with large users, may contract independently and for own consumption the energy supply; (v) allows the PEN to authorize generators, distributors and/or large users to build, at their exclusive cost and to satisfy their own needs, a line and/or extension of the transmission grid, which will not provide a public transportation service; and (vi) the extensions of the SADI may be of free initiative and at the own risk of whoever executes them.
CAMMESA
CAMMESA is responsible for SADI’s National Dispatch of Loads. CAMMESA’s main function is the technical and administrative coordination of electric power supply and demand within a real-time operation system, which includes determining the production schedule of all generation plants of the system in order to balance production with demand. CAMMESA also collects payments from all WEM agents and purchases and provides natural gas to generators, pursuant to the provisions of former SE Resolution No. 95/2013, Article 8, as amended by Resolution No. 12/2019 issued by the Ministry of Productive Development.
On January 28, 2025, SE Resolution No. 21/2025 was published, which, among other issues, provided that generators are authorized to make their fuel purchases, and their own fuels valued at the reference price and accepted in the Variable Cost of Production (“CVP” by its acronym in Spanish) statements will be recognized. Also, spot generators will be able to manage their own fuel and CAMMESA will continue to act as fuel supplier of last resort in the event that the spot generator opted not to do so.
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| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br> <br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
- MAIN REGULATIONS (cont.)
On October 21, 2025, SE Resolution No. 400/2025 was published, which approved the “Rules for the Standardization of the WEM and its Progressive Adaptation”, which detail among others the modifications for the management of fuels, the determination of prices and the operation of the term market and the spot market, as from November 1, 2025.
WEM
The WEM is composed of a term market, with contracts for quantities, prices and conditions freely agreed between sellers and buyers, a spot market where prices are established on an hourly basis according to the economic cost of production, represented by the short-term marginal cost as measured at the system load center (market node), and a quarterly stabilization system for spot market prices, intended for distributor purchases.
Price of electricity dispatch and spot market
In order to meet energy demand, CAMMESA prioritizes energy units with the lowest variable cost of production, progressively moving towards units with the highest variable costs of production, until the entire demand is covered. Thus, CAMMESA must define an optimum market price considering the typical hourly demand curves and the existing limitations of the system. This procedure must be used to project future SAID and WEM requirements. However, gaps between projections and prevailing market conditions generate differences between distributors’ energy purchases at seasonal prices and payments to generators for sales of energy at spot prices.
Since the enactment of the Public Emergency Law of 2002 and the emergency of the electricity sector through Decree No. 134/2015, a series of temporary provisions modified the original pricing system. Among the main regulations published, the resolutions related to the following stand out: management and dispatch of fuels, calls for tenders for the provision of additional thermal generation and associated electric power production capacity, subject to special remuneration mechanisms, formalizing commitments through contracts between generators and CAMMESA; calls for tenders to incorporate new efficient electric energy generation through the closing of open cycles and co-generation; and resolutions by the SE implementing new remuneration mechanisms for the power energy generation sector.
On February 26, 2020, SE Resolution No. 31/2020 set the conversion to pesos of the remuneration of generation units not committed under contracts (set in U.S. dollars since former SEE Resolution No. 19/2017). Subsequently, the SE, through new resolutions has been determining increases in the aforementioned remuneration regime.
As regards the remuneration regime of authorized thermal generators, it was provided that their remuneration would be composed of a payment for the monthly available power, a payment for generated power and another for operated power, plus another payment for energy generated in hours of maximum thermal requirement.
Renewable energies
In recent years, Argentina issued regulations in order to regulate and incorporate renewable energies into the WEM and to promote their development through incentives in the form of tax benefits and preferential or subsidized tariffs. Thus, in 2006, Law No. 26,190 was enacted, which established a National Promotion Regime for the Use of Renewable Energy Sources, subsequently amended in 2015 by Law No. 27,191. These regulations, among other issues, set targets for the consumption of renewable energies for all electricity consumers, and specifically, for large users in terms of the minimum percentage of electricity from renewable energies they are required to consume, and establish tax benefits for eligible projects.
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| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br> <br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
- MAIN REGULATIONS (cont.)
Among the main regulations aimed at encouraging the use of renewable energy, the following stand out:
| - | Former MEyM Resolution No. <br>281-E/2017,<br> approving the Renewable Energy Term Market (“MATER”), which allows large users to meet their consumption quotas of electric power from renewable sources through: (i) the joint purchase system (through CAMMESA); (ii) the signing of private Power Supply Agreements (“CAE”, by its acronym in Spanish); or (iii) the development of a self-generation or <br>co-generation<br> project. As a general principle, the CAEs signed on the MATER (outside the joint purchase system) may be freely negotiated between the parties. |
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| - | The RenovAr Program (Rounds 1, 1.5, 2 and 3) established under former MEyM Resolutions No. 136/2016, No. 252/2016, No. 275/2017, and former SGE Resolution No. 100/2018, which feature calls for bids for contracting electric power from renewable energies on the WEM, in compliance with their respective bidding terms and conditions. |
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35.e) Decree No. 55/2023 “Emergency in the National Energy Sector”
On December 18, 2023, Decree No. 55/2023 was published declaring the emergency in the national energy sector with respect to the generation, transportation and distribution of electric energy under federal jurisdiction, and transportation and distribution of natural gas. Such declaration and the actions arising from it would be effective until December 31, 2024. Such decree established: (i) the commencement of the RTI of the providers of such public services, whose effective term shall not exceed December 31, 2024; and (ii) the intervention of the ENARGAS and the ENRE from January 1, 2024.
On December 18, 2023, ENARGAS Resolution No. 704/2023 was published in order to put into consideration through public hearing: (i) the transitional adjustment of tariffs for the public service of natural gas transportation and natural gas distribution through networks; (ii) the transfer to tariffs of the price of purchased natural gas; (iii) the determination of the monthly price update for tariffs of the public service of natural gas transportation and natural gas distribution through networks; (iv) the treatment of the impact of the price of natural gas on UNG; and (v) the reversal of the Gasoducto Norte pipeline. On February 15, 2024, ENARGAS Resolution No. 52/2024 was published which declared the validity of the aforementioned public hearing and established that the approval of the transitory tariffs will take place within 30 days of the publication of this resolution.
On November 20, 2024, Decree No. 1,023/2024 was published extending the emergency of the national energy sector until July 9, 2025. Also, it provided: (i) the extension of the intervention of ENRE and ENARGAS until the constitution, commencement and appointment of the members of the Board of Directors of National Regulatory Agency for Gas and Electricity (“ENRGE”, by its acronym in Spanish); and (ii) that the entry into force of the tariff schemes resulting from the RTI initiated pursuant to Decree No. 55/2023 could not exceed form July 9, 2025.
On June 2, 2025, Decree No. 370/2025 was published extending the emergency of the national energy sector until July 9, 2026. It also provided for the extension of the intervention of ENRE and ENARGAS until July 9, 2026 or until the constitution, commencement and appointment of the members of the Board of Directors of the ENRGE.
On July 7, 2025, Decree No. 452/2025 was published, establishing the ENRGE and granting a term of 180 days for its commencement of operations.
On January 27, 2026, Decree No. 49/2026 was published extending the emergency of the national energy sector until December 31, 2027 and establishing a maximum price for the sale on the domestic market of natural gas resulting from the regasification of imported LNG for supply during the winter periods of 2026 and 2027.
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| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br> <br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
- MAIN REGULATIONS (cont.)
35.f) Incentive programs for hydrocarbon production
35.f.1) Incentive programs for natural gas production
With the purpose of increasing production and the offer of natural gas in the domestic market, considering the Argentina’s energy trade balance deficit, the Argentine Government implemented several programs to stimulate natural gas domestic production:
Plan for the Promotion of Argentine Natural Gas Production - Supply and Demand Scheme 2020-2024 (“Plan GasAr 2020-2024”)
On November 16, 2020, Decree No. 892/2020 was published, which approved the Plan GasAr 2020-2024, mainly aimed at: encouraging investments in natural gas production to meet demand requirements with domestic production; generating long-term certainty in the production and distribution sectors; ensuring the supply of the priority demand and the thermoelectric generation segment; and establishing a transparent, open and competitive system for the formation of natural gas prices.
The Plan GasAr 2020-2024, initially effective for a 4-year term, will be implemented through the execution of individual contracts between natural gas producers, distributors and sub-distributors (to satisfy the priority demand) and CAMMESA (to satisfy the thermoelectric generation demand). The Plan GasAr 2020-2024 provides that individual contracts shall be negotiated through an auction or bidding process for a total base volume of 70,000,000 m 3 /d for the 365 days of each calendar year of the plan term, ensuring demand aggregation mechanism allowing to meet natural gas requirements of the priority demand and power plants, plus exports in the non-winter period. Also, it established that the Argentine Government may decide to undertake the monthly payment of the portion of natural gas prices at the PIST in order to mitigate the impact of the cost of natural gas to be transferred to end-users. Thus, the Argentine Government shall pay each producer a compensation equal to the difference between the price billed to distributors and/or sub-distributors and the seasonal price tendered, as appropriate.
Additionally, participating producers shall undertake to reach a production curve per basin that ensures the maintenance and/or increase of current production levels, according to bids presented. If the production curve is not achieved, reductions proportional to the tendered price may be applied, including the eventual removal of the producer from the Plan GasAr 2020-2024. Also, penalties may be imposed if the investment commitment undertaken or the commitment to increase Argentine value added is not complied with.
On November 24, 2020, SE Resolution No. 317/2020 was published, calling a public tender for the effective award of the total base volume provided for under the Plan GasAr 2020-2024 and an additional volume for each of the winter periods from 2021 to 2024.
On December 16, 2020, SE Resolution No. 391/2020 (supplemented by SE Resolution No. 447/2020) was published, which awarded the base natural gas volumes and approved natural gas prices at the PIST corresponding to the awarded volumes. Under this resolution, the Company was awarded an annual natural gas supply of up to 7,628.5 Mm 3 (20.9 Mm 3 /d, the total volume tendered in the auction, all corresponding to the Neuquina basin, in line with a committed production curve of 30 Mm 3 /d). From the total committed volume, 56% will be used to cover the demand of power plants through CAMMESA and the remaining 44% will be used to supply distributors’ priority demand.
On March 4, 2021, AFIP General Resolution No. 4,939/2021 was published, establishing a procedure to register, apply for and assign tax credit certificates under the securities system established in Annex to Decree No. 892/2020 with the purpose of supporting the payment of the compensation to be borne by the Argentine Government as defined in the such annex.
As of December 31, 2025, the Company has received compensations from the National Government for an accumulated total amount of 483.
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| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br> <br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
- MAIN REGULATIONS (cont.)
Plan for Reinsurance and Promotion of Federal Hydrocarbon Production Domestic Self-Sufficiency, Exports, Imports Substitution and the Expansion of the Transportation System for all Hydrocarbon Basins in the Country 2023-2028 (“Plan GasAr 2023-2028”)
On November 4, 2022, Decree No. 730/2022 was published, which approved the Plan GasAr 2023-2028 which authorizes the SE to implement a system for the supply of volumes, terms and maximum reference prices of natural gas at the PIST, applicable to supply contracts between suppliers and buyers, ensuring free price formation and price transparency under Plan GasAr 2023-2028, in compliance with Law No. 24,076 and the volumes to be established by the SE in order to guarantee the optimal supply of the demand considering the transportation capacity.
In addition, the Plan GasAr 2023-2028 modifies the scheme for natural gas export licenses, establishing export quotas to be assigned to participating producers according to certain criteria, in compliance with the respective regulations. However, no export license holder may export in each seasonal period more than 30% of the total volume authorized to be exported or more than 50% of its delivery commitment under the Plan GasAr 2023-2028, whichever is lower, in compliance with the respective regulations.
On December 23, 2022, SE Resolution No. 860/2022 was published, which established: (i) the approval of the national public tender called by Resolution SE No. 770/2022; (ii) the extension of the delivery commitments undertaken by producers under the Plan GasAr 2020-2024 for the supply of distribution and sub-distribution licensees, ENARSA and CAMMESA, from January 1, 2025 to December 31, 2028 for a volume of up to 20,900,000 m 3 /d; and (iii) the award of natural gas volumes to suppliers. Under this resolution the Company was awarded an annual volume of natural gas supply corresponding to the Neuquina basin of up to 965,000 m 3 /d (“Base Gas January”) and a natural gas volume in the winter period of up to 3,250,000 m 3 /d (“Peak Gas 2024”) under the Plan GasAr 2023-2028.
On September 27, 2023, SE Resolution No. 799/2023 was published, awarding the Company monthly volumes of natural gas supply to the Northwest basin for the October 2023 - December 2028 period under the Plan GasAr 2023-2028.
On March 27, 2024, SE Resolution No. 41/2024 was published, which approved natural gas prices at the PIST in U.S. dollars corresponding to the awarded volumes entered into within the framework of the Plan GasAr 2023-2028 which will be applicable for natural gas consumptions made: (i) from April 1 and until April 30, 2024; (ii) from May 1 and until September 30, 2024; and (iii) from October 1 and until December 31, 2024; and instructed that, for the purpose of transferring the prices of natural gas to the tariff schemes of the public service of distribution of natural gas, ENARGAS issue the tariff schemes that reflect on a monthly basis the variation of the exchange rate of the prices of natural gas to be transferred to the tariff schemes.
On 5 June 2024, SE Resolution No. 93/2024 was published, which approved natural gas prices at the PIST in U.S. dollars corresponding to the awarded volumes entered into within the framework of the Plan GasAr 2023-2028 which will be applicable for natural gas consumptions from June 2024 and leaves without effect the instruction to ENARGAS to issue tariff schemes that reflect on a monthly basis the variation of the exchange rate of the prices of natural gas to be transferred to the tariff schemes.
On November 1, 2024, Resolution No. 18/2024 of the Secretariat of Mining and Energy Coordination was published, which modify SE Resolution No. 93/2024 approving the natural gas prices at the PIST in U.S. dollars corresponding to the awarded volumes entered into within the framework of the Plan GasAr 2023-2028 which will be applicable for natural gas consumptions from November 2024. See Note 35.c.3).
The SE, through several resolutions, approves the natural gas prices at the PIST to be passed-through to end-users in connection with current contracts entered into within the framework of the Plan GasAr 2023-2028.
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| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br> <br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
- MAIN REGULATIONS (cont.)
The SE, through several complementary notes to SE Resolution No. 21/2025, instructed CAMMESA to apply a new order of priority for the dispatch of natural gas and established that the acquisition of said fuel will be carried out through 2 modalities: (i) auctions by CAMMESA for the purchase of spot volumes; and (ii) bids by which generators auction volumes with a maximum reference price based on round 4.2. of the Plan GasAr 2023-2028.
On December 29, 2025, SE Resolution No. 606/2025 was published, establishing amendments to the Plan GasAr 2023-2028 applicable to producers who voluntarily agree to the transfer of natural gas purchase agreements that ENARSA has with said producers and distributors, establishing a direct relationship between them, without ENARSA’s intermediation. Once the transfer is complete, producers will receive monthly payments for the portion of the injection price charged by the National Government corresponding to the volumes delivered to distributors, through the compensation mechanism established in the Plan GasAr 2023-2028.
On January 23, 2026, Decree No. 26/2026 was published, establishing that the National Government may assume responsibility for the monthly payment of a portion of the PAU (see Note 35.c.4)) defined by the SE within the framework of the Plan GasAr 2023-2028 in order to reduce the cost of natural gas payable by the end user. The SE will determine, with the assistance of ENARGAS, the amount that may be equal to, less than, or greater than the market price resulting from the auction awards adjusted for the seasonal factor. The difference between the defined PAU and the market price resulting from the auction awards adjusted for the seasonal factor, regardless of whether it is positive or negative, will be borne by the National Government or deducted from the amount payable by it, as appropriate.
As of December 31, 2025, the Company has received compensations from the National Government for an accumulated total amount of 80.
35.f.2) Incentive programs for the domestic supply of LPG
With the purpose of ensuring the supply of LPG to the domestic market at affordable prices ensuring LPG availability to low-income users who have no access to the supply of natural gas through networks, the Argentine Government has implemented the following programs of relevance to the Company:
Bottle-to Bottle Program
Concerning the bottled LPG segment, the LPG Law (see Note 35.b.3)) established the creation of a trust fund to finance the consumption of LPG in 10, 12, and 15-kg bottles for low-income users having no access to natural gas distribution through networks, thereby granting the SE the power to establish reference prices.
In 2015, in the context mentioned above, the Bottle-to Bottle Program was created by Decree No. 470/2015, subsequenty regulated through SE Resolution No. 49/2015. The purpose fo this program is to maintain price stability in the commercialization chain of butane and propane to be used in 10, 12 and 15-kg bottles and in certain supply areas. As provided for under Bottle-to Bottle Program regulations, at present the SE establishes, on an annual basis, the quotas of butane for the supply of the domestic market by producers, and the reference prices applicable on each ocassion to bottled LPG for residential use. Under the Bottle-to Bottle Program, producers would be paid a compensation, which was finally set at 0 from February 1, 2019 by SGE Resolution No. 15/2019.
On August 19, 2024, SE Resolution No. 216/2024 was published, which resolved to eliminate the maximum prices applicable set for bottled LPG for residential use and replace them with an uncapped reference price system.
On January 24, 2025, SE Resolution No. 15/2025 was published, which established that producers’ sales prices to fractionators must not exceed the export parity price. Likewise, producers must ensure that LPG is continuously and sufficiently available for the domestic market.
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| YPF SOCIEDAD ANONIMA | |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br><br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
- MAIN REGULATIONS (cont.)
Propane Network Agreement
In order to guarantee the stability of the conditions for the supply of undiluted propane through networks, on December 27, 2002, the Ministry of Economy entered into an agreement with LPG producers for the supply of propane gas for distribution networks of undiluted propane gas effective until April 30, 2003 and renewable for a maximum term of 1 year. Several laws and/or decrees were authorized to extend this agreement. In 2025, a new amendment to the Propane Networks Agreement was signed, extending its term until December 31, 2025.
35.f.3) Investment Promotion Regime for the Exploitation of Hydrocarbons
- Decree No. 929/2013
Decree No. 929/2013 provides for the creation of an Investment Promotion Regime for the Exploitation of Hydrocarbons (“Promotional Regime”), both for conventional and unconventional hydrocarbon exploitation projects. Inclusion in this Regime may be applied for by holders of hydrocarbon exploration permits and/or exploitation concessions and/or any third parties associated to such holders jointly with them, which have filed an investment project in foreign currency of at least 1,000, computed as of the date the project was filed, to be invested during the first 5 years of the project (this amount was modified in 2014 by Law No. 27,007 and reduced to 250).
The following are the main benefits established for entities reached by this regime: (i) they will be entitled, under the terms of Law No. 17,319, and from the fifth successive year counted since the commencement of their respective projects, to freely sell to foreign markets 20% of their production of liquid and gaseous hydrocarbons produced under the said projects, with a 0% export duty, should these be applicable; (ii) they will be entitled to free availability of 100% of any foreign currency obtained from the export of the hydrocarbons mentioned in the preceding item; and (iii) for periods where national production fails to meet domestic supply needs under the terms of Article 6 of Law No. 17,319, entities included in the regime will be entitled to obtain, from fifth year following the approval and commencement of their respective projects with respect to the percentage of liquid and gaseous hydrocarbons produced under such projects available for export as mentioned herein above, a price not lower that the reference export price, which will be determined without computing the incidence of export duties otherwise applicable. See Note 35.j), “Investment Promotion Regime for the Exploitation of Hydrocarbons - Decree No. 929/2013” section.
35.g) Investment incentive programs
Large Investment Incentive Regime (“RIGI”)
The Bases Law (see Note 35.l)) created the RIGI, regulated by Decree No. 749/2024 published on August 23, 2024 and its amendments, General Resolution No. 1,074/2024 of the Ministry of Economy published on October 22, 2024 and AFIP General Resolution No. 5,590/2024 published on October 23, 2024, which is intended to encourage large investments with tax, customs and exchange benefits, guaranteeing legal certainty and the protection of acquired rights. This regime seeks to encourage investments, promote economic development, create employment and strengthen local production chains.
The RIGI is aimed at investment projects in the forestry industry, tourism, infrastructure, mining, technology, iron and steel, energy and oil and gas sectors, with a minimum investment per sector or subsector or productive stage equal to or greater than a range between US$ 200,000,000 up to US$ 900,000,000 in computable assets, as established by the enforcement authority. Interested parties have 2 years to adhere to the RIGI, submitting and obtaining the approval of an investment plan by the enforcement authority.
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| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br><br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
- MAIN REGULATIONS (cont.)
The benefits of the RIGI include a 25% income tax rate, accelerated amortization of investments, non-expirable tax loss carryforwards, indexing tax losses by the Internal Wholesale Price Index (“IPIM”) published by the INDEC, and exemptions from import and export duties, among others. In addition, foreign exchange incentives are established, such as the free availability of foreign currency on a staggered basis obtained from exports and certain flexibility related to financing. The RIGI guarantees tax, customs and foreign exchange regulatory stability for 30 years from accession, protecting investment projects from more burdensome legislative changes.
As of the date of issuance of these consolidated financial statements, the following projects of the Group adhered to the RIGI:
| - | LNG Project, through our subsidiary Sur Inversiones Energéticas, for the installation of two floating natural gas liquefaction plants to obtain LNG. |
|---|---|
| - | Vaca Muerta Sur Project, through our associate VMOS, for the construction of a crude oil transportation infrastructure project. |
| --- | --- |
| - | El Quemado solar farm, through our joint venture YPF EE, for the construction of a solar farm for electricity generation. |
| --- | --- |
On August 29, 2024, the BCRA issued Communication “A” 8,099 that regulates the exception to the settlement obligation applicable to proceeds from exports of goods and services for the Single Project Vehicle (“VPU”, by its acronym in Spanish) under the RIGI and, among other provisions, establishes additional requirements for such VPUs to access to the Foreign Exchange Market for outflows of funds. Likewise, it provides that direct investment contributions into the VPU made in kind by means of the delivery of capital goods qualify as having been transferred into Argentina and settled through the Foreign Exchange Market for purposes of the RIGI, to the extent said conditions are met. Communication “A” 8,099 also clarifies that the RIGI foreign exchange benefits cannot be accumulated with other foreign exchange incentives, whether existing or to be created in the
future.
On February 19, 2026, Decree No. 105/2026 was published, introducing amendments to the RIGI mainly for hydrocarbon exploration and exploitation projects registered in the RIGI in accordance with the Basic Law. The most relevant aspects are as follows:
| - | The possibility of accessing the RIGI is extended for one year, until July 2027. |
|---|---|
| - | It regulates a specific regime for activities related to the hydrocarbon industry that meet certain conditions defined in said decree. |
| --- | --- |
| - | The minimum amount for offshore projects is reduced. |
| --- | --- |
| - | The application of certain RIGI tax benefits to the hydrocarbon sector is modified, including accelerated depreciation, among others. |
| --- | --- |
| - | Certain aspects of the tax and exchange treatment of Argentine companies are aligned with VPUs. |
| --- | --- |
| - | It is recognized that infrastructure with pre-existing projects does not constitute non-compliance, provided that traceability and technical/economic separation exist. |
| --- | --- |
| - | Specific customs benefits are regulated, such as importation without duties or quotas for capital goods, inputs, and spare parts. Duty exemption requires an independent technical report to justify goods not listed as capital goods. |
| --- | --- |
| - | Suppliers under the regime may import up to 50% of intermediate goods, which may be increased with authorization. |
| --- | --- |
| - | The operational framework for exchange rate benefits is defined, with rules for the free availability of foreign currency, debt repayment, and transfers abroad. |
| --- | --- |
| - | The enforcement authority and evaluation procedures are determined, granting the Ministry of Energy a central role in approval, monitoring, and sanctioning. |
| --- | --- |
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| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br><br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
- MAIN REGULATIONS (cont.)
35.h) Tax regulations
35.h.1) Income tax
Law No. 27,468, published on December 4, 2018, established that the inflation adjustment procedure for taxation purposes will be applicable for fiscal years beginning January 1, 2018. In the first, second and third fiscal years since it became effective, this procedure shall be applicable if the variation in the CPI, estimated from the beginning to the end of each of those years exceeds 55%, 30% and 15%, for the first, second and third year of application, respectively. From the fourth year, i.e., fiscal year beginning on January 1, 2021, the procedure will apply to the extent the CPI variation accumulated over 36 months prior to the applicable fiscal year end exceeds 100%. Considering that the CPI as of December 31, 2025, 2024 and 2023 exceeds the mentioned parameters, the Group applied the tax adjustment for inflation in its income tax estimate.
On June 16, 2021 Law No. 27,630 was published, introducing the following amendments to the Income Tax Law:
| - | The income tax rate for companies and permanent establishments, applicable to fiscal years beginning on or after January 1, 2021, was modified. To such end, it introduced a scale of rates ranging from 25% and 35% to be applied according to the taxpayer’s accumulated taxable net profit, and such amounts will be adjusted annually according to the CPI. |
|---|---|
| - | The distribution of dividends and profits to individuals, undivided estates and foreign beneficiaries is subject to a 7% rate. |
| --- | --- |
Income tax pre-payment for taxpayers with extraordinary income
On July 21, 2023 , AFIP General Resolution No. 5,391/2023 was published, establishing a one-time extraordinary pre-payment on account of the income tax for taxpayers which, in their tax returns for fiscal year 2022 or 2023, as appropriate, meet the following conditions: (i) have reported a taxable income, without applying tax loss carryforwards, of at least 600 million of pesos; and (ii) have not determined any income tax. This extraordinary pre-payment is estimated by applying 15% on the taxable income of the fiscal year immediately preceding that in which the pre-payment is to be recorded, without considering tax loss carryforwards.
Budget Law 2023 - Deferral of tax adjustment for inflation
On December 1, 2022, Law No. 27,701 was published, which introduced changes to the Income Tax Law, establishing the possibility of deferring the tax adjustment for inflation contemplated under such law corresponding to the first and second fiscal years beginning in January 2022, allowing to record, at taxpayer’s choice, one third of the adjustment in such fiscal year and the remaining two thirds in equal parts in the immediately following two periods. This benefit will only be admissible for subjects whose investment in the purchase, construction, manufacturing or final import of fixed assets, except automobiles, in each of the 2 fiscal periods immediately following the calculation of the respective first third, is equal or higher than 30,000 million of pesos.
35.h.2) Personal assets tax - Substitute taxpayer
Individuals and foreign entities, and undivided estates, regardless of whether they are domiciled or located in Argentina or abroad, are subject to a personal assets tax of 0.50% of the value of any shares or ADS issued by Argentine entities. The tax is levied on the Argentine issuers of such shares or ADS, such as YPF, which must pay this tax as substitutes for the respective shareholders and is based on the equity value (following the equity method), or the carrying amount of the shares derived from the last financial statements as of December 31 of each year. Under the Personal Assets Tax Law, the Group is entitled to seek reimbursement of the tax paid by the shareholders subject to such tax, using the reimbursement method the Group considers appropriate.
35.h.3) Fuels tax
From the existence of market prices for petroleum products following the deregulation of the hydrocarbon sector, Law No. 23,966 established a tax on liquid fuel transfers, which levied certain types of fuels, replacing the former regime based on regulated prices. Since August 2003, the calculation method originally consisting of a fixed value per liter according to the respective type of fuel was replaced by a rate on the average sales price.
Later, under the Law No. 27,430 (“Tax Reform”), the new mechanism was modified reestablishing the fixed amounts per liter, which are adjusted quarterly based on variations in the CPI.
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| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br><br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
- MAIN REGULATIONS (cont.)
Incentive Regime for the Internal Supply of Fuels (“RIAIC”, by its acronym in Spanish)
On June 16, 2022, Decree No. 329/2022 was published, creating a promotion regime that allows refining and/or integrated refining companies to receive an amount equal to the sum they have to pay as tax on Liquid Fuels and Carbon Dioxide (“Tax on fuels”) for diesel imports, which may be applied to pay such tax.
On February 22, 2023, Decree No. 86/2023 was published, through which the RIAIC is reestablished, recognizing an amount equivalent to what refining companies and/or integrated refiners must pay as fuel tax for diesel and gasoline imports made between January 1 and February 28, 2023, which could be applied to the amount to be paid for such tax up to a limit of 20% and 17% of the sales in the domestic market of imported diesel and gasoline, respectively, that meet certain requirements established in said decree and its corresponding regulation.
On July 10, 2023, SE Resolution No. 570/2023 was published, extending the effective term of the RIAIC established through Decree No. 86/2023 for all import operations of diesel and gasoline carried out from March 1, 2023, to April 30, 2023, that meet certain requirements established in said decree and its corresponding regulation.
On September 7, 2023, Decree No. 461/2023 was published, which reestablished the RIAIC for all import operations of diesel and gasoline carried out from August 1, 2023, to October 31, 2023, that meet certain requirements. On November 23, 2023, SE Resolution No. 952/2023 was published, which extended the effective term of the provisions of Decree No. 461/2023 for all import operations of diesel and/or gasoline carried out until November 30, 2023.
35.h.4) Tax for an Inclusive and Solidary Argentina (“PAIS Tax”, by its acronym in Spanish)
On July 24, 2023, Decree No. 377/2023 was published, through which the scope of the PAIS Tax established by Law No. 27,541 of 2019 to import operations of certain goods and services when access to the Exchange Market is required for their acquisition and payment.
The rates applied to foreign currency purchases are: (i) 25% for the acquisition of certain services abroad or provided in the country by non-residents; (ii) 7.5% for contracting, abroad or in the country by non-residents, freight services and other transport services for the import or export of goods; and (iii) 7.5% for the import of goods, except for those mentioned in section 2 paragraph e) of Decree No. 377/2023 and its corresponding regulations. On December 13, 2023, Decree No. 29/2023 was published, which increased the rates mentioned in items (ii) and (iii) to 17.5%.
On September 2, 2024, Decree No. 777/2024 was published, which reduced to 7.5% the rate applied to foreign currency purchases for contracting, abroad or in the country by non-residents, freight services and other transport services for the import or export of goods and for the import of goods, except for those mentioned in section 2 paragraph e) of Decree No. 377/2023 and its corresponding regulations.
On December 24, 2024, the PAIS Tax ceased to be in effect.
35.h.5) Tax benefits for price agreements
On August 26, 2023, Decree No. 433/2023 was published, which established tax benefits effective until October 31, 2023, for entities entering into price agreements for the domestic market with the Secretariat of Commerce of the Ministry of Economy or adjusting those agreements already in effect. These tax benefits include the suspension of the payment of the PAIS Tax for certain goods, the reduction to 0% of the rate of export duties for certain tariff headings, facility plans for the payment of export duties by certain productive sectors and the extension of the payment term of certain taxes and social security obligations. On October 26, 2023, by Decree No. 551/2023, these tax benefits were extended until December 31, 2023.
35.i) Customs regulations
35.i.1) Export duties
Export duties, taxes and other charges related to transactions carried out under the “Export Increase Program” and related to Decree No. 492/2023, Decree No. 549/2023, Decree No. 597/2023 and Decree No. 28/2023 shall be paid using as tax base the amount resulting from the foreign currencies received and settled in accordance with such decrees and their supplementary regulations (see Note 35.j)).
Hydrocarbons
Since September 2018, hydrocarbon export duties which had previously been effective since 2000 and were suspended in January 2017, were reestablished. Mechanisms varied from setting a fixed amount to establishing rates on the taxable value or FOB value.
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| YPF SOCIEDAD ANONIMA | |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br> <br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
- MAIN REGULATIONS (cont.)
On May 19, 2020, Decree No. 488/2020 was published, establishing a floating rate for hydrocarbon export duties ranging from 0% (when the Brent crude oil price is equal to or below 45 US$/bbl) to 8% (when the Brent crude oil price is equal to or above 60 US$/bbl). Decree No. 488/2020 was effective until December 2021, however, export duties established in such decree continue to be applied in the absence of new regulations.
On December 31, 2020, Decree No. 1,060/2020 was published, establishing a 4.5% export duty rate on goods included in Chapter 29 of the Mercosur Common Nomenclature (“NCM”), in which ethanol and methanol, among others, are included.
On January 29, 2026, Decree No. 59/2026 was published, establishing new export duties for conventional crude oil ranging from 0% (when the Brent crude oil price is equal to or below US$65/bbl) to 8% (when the Brent crude oil price is equal to or above US$80/bbl), repealing the rate established in Decree No. 488/2020 for this type of crude oil. The regulation came into effect on February 20, 2026, through Resolution SE No. 42/2026.
Agricultural products
On March 4, 2020, Decree No. 230/2020 was published, which established a 33% tax (maximum tax rate allowed under Law No. 27,541) on the export of soybean and soybean byproducts. Tax rate on export of wheat, corn and sorghum remained at 12%.
On October 5, 2020, Decree No. 790/2020 was published, by which the export duties on soybean and soybean byproducts, such as soybean oil and soybean meal, are fixed at 33% and 31%, respectively. Such export duties were in force from January 2023.
On January 27, 2025, Decree N° 38/2025 was published, which established a temporary reduction in export duties for products such as soybean, soybean byproducts, grains, among others. The new rates were fixed at 26% for soybean, 24.5% for soybean byproducts such as soybean oil and soybean meal, and 9.5% for grains such as wheat, corn and sorghum, until June 2025.
On July 31, 2025, Decree No. 526/2025 was published, which established the permanent reduction in export duties established by Decree No. 38/2025. As from such date, the rates are set at 26% for soybean, 24.5% for soybean byproducts such as soybean oil and soybean meal, and 9.5% for grains such as wheat, corn and sorghum.
On December 12, 2025, Decree No. 877/2025 was published, by which export duties on soybean, soybean byproducts, grains, among others were set. As from such date, the rates were set at 24% for soybean, 22,5% for soybean byproducts such as soybean oil and soybean meal, 8,5% for corn and sorghum, and 7,5% for wheat.
35.i.2) Customs collections
On March 29, 2023 AFIP General Resolution No. 5,339/2023 was published, suspending, until December 31, 2023, the application of exclusion certificates from the income tax and VAT collection regimes for final imports of goods.
In addition, in order to calculate income tax prepayments, collections as a result of the said suspension may no longer be computed, and in certain cases, computing VAT collections is temporarily restricted.
On August 26, 2023, AFIP General Resolution No. 5,407/2023 was published, which until October 31, 2023: (i) suspends the application of the provisions of AFIP General Resolution No. 5,339/2023 for the import of certain tariff headings; and (ii) excludes the application of the customs collection regimes of income tax and VAT on the import of certain tariff headings. In both cases, these tariff headings are determined by the SE and provided the imports are made by taxpayers indicated by the SE to such end. On November 1, 2023, by AFIP General Resolution No. 5,441/2023, the effective term of these provisions was extended until November 30, 2023.
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| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br> <br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
- MAIN REGULATIONS (cont.)
On December 29, 2023, by AFIP General Resolution No. 5,476/2023, the provisions of AFIP General Resolution No. 5,339/2023 were extended until June 30, 2024, eliminating the temporary restrictions for computing VAT collections.
Subsequently, through AFIP General Resolution No. 5,520/2024 of July 1, 2024 and ARCA General Resolution No. 5,624/2024 of December 30, 2024, the provisions established by AFIP General Resolution No. 5,339/2023 and its amendments were extended until June 30, 2025.
On February 28, 2025, by ARCA General Resolution No. 5,655/2025, all the provisions described above were repealed. Such resolution is applicable to final imports completed as from March 1, 2025.
35.j) Regulations related to the Foreign Exchange Market
All foreign exchange transactions are subject to the requirements and regulations set forth in the ordered text on Foreign Exchange and Foreign Trade of the BCRA (“Foreign Exchange Regulations”).
Through these regulations, the BCRA establishes that access to the Foreign Exchange Market to purchase foreign currency and/or make transfers abroad requires prior approval, except for certain exceptions that comply with the conditions established in the Foreign Exchange Regulations, including:
| - | The acquisition of shares in the capital stock of local and/or foreign companies. |
|---|---|
| - | The payment of freight services for goods export operations. |
| --- | --- |
| - | The payment of interest accrued as of January 1, 2025. |
| --- | --- |
| - | The collection of export proceeds for the payment of principal and interest on foreign financial debt. |
| --- | --- |
| - | Prepayment of principal and interest on foreign financial debt more than three business days prior to maturity. |
| --- | --- |
| - | Prepayment of principal and interest on certain local financial debt in foreign currency, simultaneously requiring the settlement of funds for the issuance of new local financial debt in foreign currency. |
| --- | --- |
| - | The payment, in Argentina or abroad, of principal and interest on debt through the issuance of debt securities in foreign currency, provided that such securities have been fully subscribed abroad and all funds obtained have been settled through the Foreign Exchange Market. |
| --- | --- |
| - | The payment of dividends to <br>non-resident<br> shareholders accrued from fiscal years beginning on or after January 1, 2025. |
| --- | --- |
| - | The payment of imports of goods with customs entry registration as of December 13, 2023, and services provided and/or accrued as of that date. |
| --- | --- |
Additionally, in order to access the Foreign Exchange Market, the BCRA requires the presentation of a sworn statement confirming that: (i) all foreign currency holdings in Argentina are deposited in local bank accounts, and that there are no liquid assets available abroad and/or Argentine certificates of deposit representing foreign shares (“CEDEAR”) for an aggregate amount in excess of US$ 100,000; (ii) in the 90 calendar days prior to accessing the Foreign Exchange Market, it has not executed certain sales transactions with settlement in foreign currency, exchange for foreign assets, acquisition with pesos of securities issued by non-residents, CEDEARs, private debt securities issued abroad, deliveries of funds in local currency or other local assets in exchange for foreign assets, crypto assets, and/or securities deposited abroad, and the commitment is required not to carry out this type of transaction within 90 calendar days after accessing the Foreign Exchange Market, plus a commitment not to execute such transactions within 90 calendar days of accessing the Foreign Exchange Market; (iii) in the 90 calendar days prior to accessing the Foreign Exchange Market, no deliveries of funds in pesos or other liquid local assets were made in Argentina to direct controllers or members of the economic group.
Likewise, during 2025, the BCRA announced other measures to make the foreign exchange rate regime more flexible, including: (i) the dollar exchange rate on the Foreign Exchange Market may fluctuate between a minimum and maximum range, eliminating the crawling peg adjustment mechanism; and (ii) the “blend” dollar is eliminated (see section “Export Increase Program”).
Furthermore, funds received from abroad originating from certain transactions must be settled through the Foreign Exchange Market, under the conditions and terms established by the BCRA in the Foreign Exchange Regulations.
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| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br> <br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
- MAIN REGULATIONS (cont.)
Export Increase Program
In relation to settlements through the Foreign Exchange Market of funds received from abroad, from October 2023 to April 2025, the proceeds from exports of certain goods and services related to the hydrocarbon industry, pre-financing and/or post-financing of exports or advance payments of exports, among others, made under the Export Increase Program could be partially used for the purchase and sale of securities quoted in foreign currency and settled in pesos at the percentages and terms determined in the Foreign Exchange Regulations, with the remaining percentage to be settled on the Foreign Exchange Market.
In April 2025, the Export Increase Program was repealed, and as of that date, payments for exports of goods and services, pre-financing and/or post-financing of exports, or advance payments for exports must be deposited and settled in full through the Foreign Exchange Market within a general period of 20 days.
Investment Promotion Regime for the Exploitation of Hydrocarbons - Decree No. 929/2013
On December 13, 2024, the BCRA issued Communication “A” 8,155 that allows exporters that have a project included in the Investment Promotion Regime for the Exploitation of Hydrocarbons established by Decree No. 929/2013 to obtain compliance before the financial entity for the part of the export permit that is covered by “Certificate Decree 929/2013” issued under the provisions of Resolution No. 26/2023 of the SE. See Note 35.f.3).
35.k) Decree of Necessity and Urgency (“DNU”, by its acronym in Spanish) No. 70/2023
On December 21, 2023, Decree No. 70/2023 was published, declaring the state of public emergency in economic, financial, fiscal, administrative, pension, tariff, health, and social matters until December 31, 2025. This decree repeals, introduces, and/or amends certain laws. The main measures established include the following: (i) reforming the structures of existing subsidies in order to ensure that final users have access to basic and essential electricity and natural gas consumption; (ii) calculating the cost of basic consumption based on the tariffs of each supply point; (iii) defining mechanisms related to the allocation of subsidies and their collection by users; (iv) amending the LGS and Law No. 23,696 (“State Reform Law”) to establish that no prerogatives or advantages of public law will be granted to companies in which the National Government is a shareholder; (v) amending Law No. 20,680 (“Supply Law”) which granted the Ministry of Economy’s Secretariat of Commerce the power to impose regulations and sanctions related to the supply and distribution of goods; and (vi) repealing Decree No. 1,060/2000 which set maximum deadlines to contracts for the exclusive supply of fuels signed between oil and gas companies and gas stations and limited to 40% the interest of the former in the networks of gas stations commercializing the brands of their property.
Although the DNU No. 70/2023 needs to be debated and ratified by at least one of the chambers of the National Congress, its provisions are effective since December 29, 2023, except for some provisions that have been subject to precautionary measures that suspended their validity. On March 14, 2024, the Chamber of Senators of the National Congress rejected the Decree No. 70/2023. As of the date of issuance of these consolidated financial statements, is pending to be considered by the Chamber of Deputies of the National Congress, and it is not possible to anticipate the evolution of the modifications set out in such DNU nor the new measures that might be announced nor its impacts.
35.l) Law of Bases and Starting Points for the Freedom of Argentines No. 27,742 (“Bases Law”) and Regulatory Decree No. 1,057/2024 (“Decree No. 1,057/2024”)
On July 8, 2024, the Bases Law was published, which introduced several amendments to the Argentine legal framework including, among others: (i) the declaration of emergency in administrative, economic, financial and energy matters for a term of 1 year; (ii) the administrative reorganization of the National State; (iii) the privatization of certain companies and corporations wholly or majority owned by the National State; (iv) amendments to the Administrative Procedures Law No. 19,549; (v) amendments in the energy and oil and gas matters (see Notes 35.a.1), 35.b.1) and 35.c.1)); (vi) the creation of the RIGI to encourage large investments with tax, customs and exchange benefits, guaranteeing legal certainty and the protection of acquired rights (see Note 35.g)); and (vii) a labor and union reform.
On November 28, 2024, Decree No. 1,057/2024 was published, which regulated various aspects of the Bases Law. See Notes 35.a.1), 35.b.1) and 35.c.1).
The dates indicated correspond to the date of publication in the respective Official Gazettes, unless otherwise indicated.
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| YPF SOCIEDAD ANONIMA | |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br> <br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
- BALANCES AND TRANSACTIONS WITH RELATED PARTIES
The tables below presents the balances with associates and joint ventures as of December 31, 2025, 2024 and 2023:
| 2025 | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Other receivables | Trade<br> receivables | Investments in financial<br> assets | Accounts<br> payable | Contract<br> liabilities | Contract<br> assets | |||||||||||
| Non-current | Current | Current | Non-<br><br> current | Current | Current | Current | Current | |||||||||
| Joint Ventures: | ||||||||||||||||
| YPF EE | - | 6 | 6 | - | 4 | 32 | - | - | ||||||||
| Profertil <br>(1) | - | - | - | - | - | - | - | - | ||||||||
| MEGA | - | - | 33 | - | - | - | - | 3 | ||||||||
| Refinor <br>(2) | - | - | - | - | - | - | - | - | ||||||||
| OLCLP <br>(3) | - | - | - | - | - | - | - | - | ||||||||
| Sustentator | - | - | - | - | - | - | - | - | ||||||||
| CT Barragán | - | - | - | - | - | - | - | - | ||||||||
| OTA | - | 1 | - | - | - | 4 | - | - | ||||||||
| OTC | - | - | - | - | - | - | - | - | ||||||||
| - | 7 | 39 | - | 4 | 36 | - | 3 | |||||||||
| Associates: | ||||||||||||||||
| CDS | - | - | 1 | - | - | - | - | - | ||||||||
| YPF Gas | - | - | 10 | - | - | 1 | - | - | ||||||||
| Oldelval | 154 | 13 | - | - | 4 | 33 | - | - | ||||||||
| Termap | - | - | - | - | - | 2 | - | - | ||||||||
| GPA | - | - | - | - | - | 2 | - | - | ||||||||
| OTAMERICA | 46 | - | 1 | - | 1 | 3 | - | - | ||||||||
| Gas Austral | - | - | - | - | - | - | - | - | ||||||||
| VMOS | - | 16 | 53 | - | - | - | 44 | - | ||||||||
| 200 | 29 | 65 | - | 5 | 41 | 44 | - | |||||||||
| 200 | 36 | 104 | - | 9 | 77 | 44 | 3 | |||||||||
| 2024 | ||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Other receivables | Trade<br> receivables | Investments in financial<br> assets | Accounts<br> payable | Contract<br> liabilities | Contract<br> assets | |||||||||||
| Non-current | Current | Current | Non-<br><br> <br>current | Current | Current | Current | Current | |||||||||
| Joint Ventures: | ||||||||||||||||
| YPF EE | - | 5 | 4 | - | 3 | 43 | - | - | ||||||||
| Profertil <br>(1) | - | - | 14 | - | - | 17 | - | - | ||||||||
| MEGA | - | - | 50 | - | - | 1 | - | 16 | ||||||||
| Refinor <br>(2) | - | - | 11 | - | - | 1 | - | - | ||||||||
| OLCLP <br>(3) | - | - | - | - | - | 3 | - | - | ||||||||
| Sustentator | - | - | - | - | - | - | - | - | ||||||||
| CT Barragán | - | - | - | - | - | - | - | - | ||||||||
| OTA | - | - | - | - | - | 2 | - | - | ||||||||
| OTC | - | - | - | - | - | - | - | - | ||||||||
| - | 5 | 79 | - | 3 | 67 | - | 16 | |||||||||
| Associates: | ||||||||||||||||
| CDS | - | - | 1 | - | - | - | - | - | ||||||||
| YPF Gas | - | 1 | 20 | - | - | 1 | - | - | ||||||||
| Oldelval | 140 | 4 | - | - | 4 | 13 | - | - | ||||||||
| Termap | - | - | - | - | - | 3 | - | - | ||||||||
| GPA | - | - | - | - | - | 4 | - | - | ||||||||
| OTAMERICA | 19 | 8 | - | - | - | 4 | - | - | ||||||||
| Gas Austral | - | - | - | - | - | - | - | - | ||||||||
| VMOS | - | 17 | - | - | - | - | - | - | ||||||||
| 159 | 30 | 21 | - | 4 | 25 | - | - | |||||||||
| 159 | 35 | 100 | - | 7 | 92 | - | 16 |
Table of Contents
| F - 1<br>0<br>9 | |
|---|---|
| YPF SOCIEDAD ANONIMA | |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br> <br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
- BALANCES AND TRANSACTIONS WITH RELATED PARTIES (cont.)
| 2023 | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Other receivables | Trade<br> receivables | Investments in financial<br> assets | Accounts<br> payable | Contract<br> liabilities | Contract<br> assets | |||||||||||
| Non-current | Current | Current | Non-<br><br> <br>current | Current | Current | Current | Current | |||||||||
| Joint Ventures: | ||||||||||||||||
| YPF EE | - | 5 | 5 | 4 | - | 39 | - | - | ||||||||
| Profertil <br>(1) | - | - | 15 | - | - | 15 | - | - | ||||||||
| MEGA | - | - | 15 | - | - | - | - | 3 | ||||||||
| Refinor <br>(2) | - | - | 12 | - | 4 | 1 | - | - | ||||||||
| OLCLP <br>(3) | - | - | - | - | - | 2 | - | - | ||||||||
| Sustentator | - | - | - | - | - | - | - | - | ||||||||
| CT Barragán | - | - | - | - | - | - | - | - | ||||||||
| OTA | - | - | - | - | - | 1 | - | - | ||||||||
| OTC | - | - | - | - | - | 1 | - | - | ||||||||
| - | 5 | 47 | 4 | 4 | 59 | - | 3 | |||||||||
| Associates: | ||||||||||||||||
| CDS | - | - | - | - | - | - | - | - | ||||||||
| YPF Gas | - | 1 | 6 | - | - | 1 | - | - | ||||||||
| Oldelval | 43 | - | - | 4 | - | 10 | - | - | ||||||||
| Termap | - | - | - | - | - | 2 | - | - | ||||||||
| GPA | - | - | - | - | - | 1 | - | - | ||||||||
| OTAMERICA | - | - | - | - | - | 4 | - | - | ||||||||
| Gas Austral | - | - | - | - | - | - | - | - | ||||||||
| VMOS | - | - | - | - | - | - | - | - | ||||||||
| 43 | 1 | 6 | 4 | - | 18 | - | - | |||||||||
| 43 | 6 | 53 | 8 | 4 | 77 | - | 3 | |||||||||
| (1) | See Note 3. | |||||||||||||||
| --- | --- | |||||||||||||||
| (2) | Since October 28, 2025 Refinor is a subsidiary of YPF, see Note 3. | |||||||||||||||
| --- | --- | |||||||||||||||
| (3) | Since June 4, 2025, OLCLP is a subsidiary of YPF, see Note 3. | |||||||||||||||
| --- | --- |
Table of Contents
| F - 1<br>1<br><br>0 | |
|---|---|
| YPF SOCIEDAD ANONIMA | |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br> <br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
- BALANCES AND TRANSACTIONS WITH RELATED PARTIES (cont.)
The table below present the transactions with associates and joint ventures as of December 31, 2025, 2024 and 2023:
| 2025 | 2024 | 2023 | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Revenues | Costs and<br><br> <br>expenses | Net interest<br> income (loss) | Revenues | Costs and<br><br> <br>expenses | Net interest<br> income (loss) | Revenues | Costs and<br><br> <br>expenses | Net interest<br><br> <br>income (loss) | ||||||||||
| Joint Ventures: | ||||||||||||||||||
| YPF EE | 22 | 134 | - | 25 | 110 | - | 24 | 115 | 1 | |||||||||
| Profertil <br>(1) | 74 | 110 | - | 100 | 121 | - | 73 | 135 | - | |||||||||
| MEGA | 366 | 1 | - | 362 | 10 | - | 256 | 3 | 1 | |||||||||
| Refinor <br>(2) | 59 | 10 | - | 68 | 11 | 2 | 94 | 22 | - | |||||||||
| OLCLP <br>(3) | - | 5 | - | 1 | 14 | - | 1 | 13 | - | |||||||||
| Sustentator | - | - | - | - | - | - | 1 | - | - | |||||||||
| CT Barragán | - | - | - | - | - | - | - | - | - | |||||||||
| OTA | - | 23 | - | - | 20 | - | - | 8 | - | |||||||||
| OTC | - | - | - | - | - | - | - | 3 | - | |||||||||
| 521 | 283 | - | 556 | 286 | 2 | 449 | 299 | 2 | ||||||||||
| Associates: | ||||||||||||||||||
| CDS | 7 | - | - | 1 | - | - | - | - | - | |||||||||
| YPF Gas | 86 | 3 | - | 67 | 3 | - | 52 | 6 | 1 | |||||||||
| Oldelval | 1 | 122 | - | 1 | 62 | - | - | 60 | - | |||||||||
| Termap | - | 20 | - | - | 23 | - | - | 22 | - | |||||||||
| GPA | - | 23 | - | - | 21 | - | - | 16 | - | |||||||||
| OTAMERICA | 4 | 47 | - | - | 30 | - | - | 26 | - | |||||||||
| Gas Austral | 3 | - | - | 3 | - | - | 3 | - | - | |||||||||
| VMOS | 84 | - | - | - | - | - | - | - | - | |||||||||
| 185 | 215 | - | 72 | 139 | - | 55 | 130 | 1 | ||||||||||
| 706 | 498 | - | 628 | 425 | 2 | 504 | 429 | 3 | ||||||||||
| (1) | On December 18, 2025, YPF sale its equity participation in Profertil. Transactions up to that date are presented in the joint venture section, see Note 3. | |||||||||||||||||
| --- | --- | |||||||||||||||||
| (2) | Since October 28, 2025 Refinor is a subsidiary of YPF, see Note 3. | |||||||||||||||||
| --- | --- | |||||||||||||||||
| (3) | Since June 4, 2025, OLCLP is a subsidiary of YPF, see Note 3. | |||||||||||||||||
| --- | --- |
Table of Contents
| F - 11<br>1 | |
|---|---|
| YPF SOCIEDAD ANONIMA | |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br> <br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
| 36. | BALANCES AND TRANSACTIONS WITH RELATED PARTIES (cont.) |
|---|
Additionally, in the normal course of business and considering being the main energy group of Argentina, the Group’s clients and suppliers portfolio encompasses both private sector as well as national public sector entities. As required by IAS 24 “Related party disclosures”, among the major transactions above mentioned the most important are:
| Balances <br>(17) | Transactions | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Receivables / (Liabilities) | Income / (Costs) | ||||||||||||
| Clients / Suppliers | Ref. | 2025 | 2024 | 2023 | 2025 | 2024 | 2023 | ||||||
| SE | (1) (16) | 41 | 20 | 23 | 148 | 150 | 195 | ||||||
| SE | (2) (16) | 1 | 6 | 2 | 6 | 6 | 6 | ||||||
| SE | (3) (16) | - | - | - | - | - | - | ||||||
| SE | (4) (16) | 4 | 5 | 4 | 10 | 10 | 7 | ||||||
| SE | (5) (16) | 5 | 7 | 8 | - | - | - | ||||||
| Secretary of Transport | (6) (16) | 4 | - | 2 | - | 3 | 25 | ||||||
| ARCA | (7) (16) | - | - | 20 | - | - | 83 | ||||||
| Secretary of Industry | (8) (16) | - | - | - | - | - | - | ||||||
| CAMMESA | (9) | 87 | 80 | 59 | 429 | 443 | 374 | ||||||
| CAMMESA | (10) | (1) | (2) | (3) | (16) | (46) | (49) | ||||||
| ENARSA | (11) | 127 | 67 | 25 | 294 | 223 | 141 | ||||||
| ENARSA | (12) | (33) | (68) | (62) | (40) | (63) | (52) | ||||||
| Aerolíneas Argentinas S.A. | (13) | 33 | 27 | 43 | 297 | 319 | 383 | ||||||
| Aerolíneas Argentinas S.A. | (14) | - | - | - | - | - | (1) | ||||||
| Agua y Saneamientos Argentinos S.A. | (15) | - | - | 2 | - | - | - | ||||||
| (1) | Benefits for the Plan GasAr 2020-2024 and Plan GasAr 2023-2028, see Note 35.f.1). | ||||||||||||
| --- | --- | ||||||||||||
| (2) | Benefits for the propane gas supply agreement for undiluted propane gas distribution networks, see Note 35.f.2) “Propane Network Agreement“ section. | ||||||||||||
| --- | --- | ||||||||||||
| (3) | Benefits for the recognition of the financial cost generated by payment deferral by providers of the distribution service of natural gas and undiluted propane gas through networks. They consist of financial compensations to distributors, <br>sub-distributors,<br> transporters and producers by recognizing the interest generated by the payment deferral granted to residential users of natural gas and undiluted propane gas through networks of 22% of the invoices issued from July 1, 2019 to October 31, 2019, recovered from regular invoices issued from December 1, 2019 and for 5 monthly, equal and consecutive periods. | ||||||||||||
| --- | --- | ||||||||||||
| (4) | Compensation for the lower income that natural gas distribution service by networks licensed companies receive from their users, see Note 35.c.3). | ||||||||||||
| --- | --- | ||||||||||||
| (5) | Compensation by Decree No. 1,053/2018. See Note 35.c.1). | ||||||||||||
| --- | --- | ||||||||||||
| (6) | Compensation for providing diesel to public transport of passengers at a differential price. They consist of economic compensations to hydrocarbon producing and refining companies committed to ensuring the supply of diesel in the necessary volumes to meet domestic needs. | ||||||||||||
| --- | --- | ||||||||||||
| (7) | Benefits of the RIAIC. See Note 35.h.3). | ||||||||||||
| --- | --- | ||||||||||||
| (8) | Incentive for domestic manufacturing of capital goods, for the benefit of AESA, through a fiscal bond be computed as a tax credit for the payment of national taxes (i.e., income tax, VAT and domestic taxes) provided that manufacturers have industrial establishments located in Argentina. | ||||||||||||
| --- | --- | ||||||||||||
| (9) | Sales of fuel oil, diesel, natural gas and transportation and distribution services. | ||||||||||||
| --- | --- | ||||||||||||
| (10) | Purchases of electrical energy. | ||||||||||||
| --- | --- | ||||||||||||
| (11) | Sales of natural gas and provision of regasification service of LNG and construction inspection service. | ||||||||||||
| --- | --- | ||||||||||||
| (12) | Purchases of natural gas and crude oil. | ||||||||||||
| --- | --- | ||||||||||||
| (13) | Sales of jet fuel. | ||||||||||||
| --- | --- | ||||||||||||
| (14) | Purchases of miles for YPF Serviclub Program and publicity expenses. | ||||||||||||
| --- | --- | ||||||||||||
| (15) | Receivables for sales of assets. | ||||||||||||
| --- | --- | ||||||||||||
| (16) | Income from incentives recognized according to IAS 20, see Note 2.b.12) “Income from Government incentive programs” section. | ||||||||||||
| --- | --- | ||||||||||||
| (17) | Do not include, if applicable, the provision for doubtful trade receivables. | ||||||||||||
| --- | --- |
Additionally, the Group has entered into certain financing and insurance transactions with entities related to the national public sector. Such transactions consist of certain financial transactions that are described in Notes 15, 16 and 22 and transactions with Nación Seguros S.A. related to certain insurance policies contracts.
Also, as of December 31, 2025, the Group holds Bonds of the Argentine Republic 2029 and 2030, BCRA Bonds (BOPREAL, for its acronym in spanish), and National Treasury Bonds (BONCAP) issued by the National Government identified as investments in financial assets (see Note 15).
Likewise, the Company indirectly holds 100% of the capital stock of CDNC and Compañía de Hidrocarburo No Convencional S.R.L. (“CHNC”), but under the existing contractual agreements, it does not exercise the power to make the relevant financial and operative decisions, it does not fund its activities, and it is not exposed to any risks or benefits arising from its interest in those companies. Therefore, such interest has not generated any balances or results for the Company.
Table of Contents
| F - 11<br>2 | |
|---|---|
| YPF SOCIEDAD ANONIMA | |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br> <br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
| 36. | BALANCES AND TRANSACTIONS WITH RELATED PARTIES (cont.) |
|---|
Considering the rights Chevron might exercise in the future over CHNC to have access to 50% of the exploitation concession of Loma Campana and other supplementary rights, and as guarantee for those rights and other obligations under the Project Investment Agreement (“LC Agreement”) that the Company and Chevron signed on July 16, 2013, a pledge was created in favor of Chevron over the shares of an affiliate of YPF that indirectly holds YPF’s interest in CHNC.
In this context and considering that YPF is the operator of Loma Campana Area, the parties executed a Project Obligations, Indemnities and Guarantee Agreement under which the Company makes certain representations and guarantees in relation to the LC Agreement. This guarantee relating to the operation and management of the Project does not include the project’s performance or the return on investment, both of which are at Chevron’s exclusive risk.
During fiscal years 2025, 2024 and 2023, YPF and CHNC carried out transactions, among others, the purchases of crude oil by YPF for 368, 508 and 453, respectively. These transactions were consummated in accordance with the general and regulatory conditions of the market. The net balance payable to CHNC as of December 31, 2025, 2024 and 2023 amounts to 13, 63 and 38, respectively.
On May 8, 2024, SE Resolution No. 58/2024 was published in the BO, which established an exceptional, transitory and unique payment regime for the balance of the WEM’s economic transactions of December 2023, January 2024 and February 2024 corresponding to the WEM’s creditors, and instructed CAMMESA to determine the amounts owed to each of them corresponding to such economic transactions, to be canceled as follows: (i) the economic transactions of December 2023 and January 2024, through the delivery of government securities denominated “Bonos de la República Argentina en Dólares Estadounidenses Step Up 2038”; and (ii) the economic transactions of February 2024, with the funds available in the bank accounts enabled in CAMMESA for collection purposes and with those funds available from the transfers made by the National Government to the “Fondo Unificado con Destino al Fondo de Estabilización”.
As of December 31, 2024, as mentioned above, the Group has recognized a charge for doubtful sales receivables of 40 in the “Selling expenses” line item in the statement of comprehensive income (see Note 2.b.7) “Impairment of financial assets” section), and in relation to our joint ventures YPF EE and CT Barragán a charge for such concept of 26 and 8, respectively, in the “Income from equity interests in associates and joint ventures“ line item in the statement of comprehensive income.
The table below presents the accrued compensation for the YPF’s key management personnel, including members of the Board of Directors and first-line executives, managers with executive functions appointed by the Board of Directors, for the years ended December 31, 2025, 2024 and 2025:
| 2025 | 2024 | 2023 | ||||
|---|---|---|---|---|---|---|
| Short-term benefits <br>(1) | 25 | 28 | 10 | |||
| Share-based benefits <br>(2) | 27 | 30 | 1 | |||
| Post-retirement benefits | 1 | 1 | - | |||
| Termination benefits | 3 | - | 3 | |||
| 56 | 59 | 14 | ||||
| (1) | Does not include social security contributions of 6, 6 and 2 for the years ended December 31, 2025, 2024 and 2023, respectively. | |||||
| --- | --- | |||||
| (2) | Includes Value Generation Plan, see Note 37. | |||||
| --- | --- |
Table of Contents
| F - 11<br>3 | |
|---|---|
| YPF SOCIEDAD ANONIMA | |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br> <br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
- EMPLOYEE BENEFIT PLANS AND SIMILAR OBLIGATIONS
| • | Retirement plan |
|---|
Effective March 1, 1995, the Group has established a retirement plan, through which it makes contributions to an investment fund for an amount equivalent to the amount contributed by each adhering member, between 3% and 10% of their monthly compensation, and has no legal or implied obligation to make additional contributions in the event that the mutual fund does not have sufficient assets to meet the benefits.
The plan members will receive from the Group the contributed funds before retirement only in the case of voluntary termination under certain circumstances, dismissal without cause or in case of death or incapacity. The Group has the right to discontinue this plan at any time, without incurring termination costs.
The amount charged to expense related to the Retirement Plan was 4, 4 and 3 for the years ended December 31, 2025, 2024 and 2023, respectively.
| • | Short-term benefit programs |
|---|
The Group has short-term benefit cash payment programs applicable to certain employees. These programs are mainly based on the fulfillment of vice-presidency 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. As of 2024, a new variable compensation program based on the Group’s results (“CVR”, by its acronym in Spanish) was implemented, to be paid whenever these results are positive.
The amount charged to expense related to the short-term benefit programs was 189, 154 and 111 for the years ended December 31, 2025, 2024 and 2023, respectively.
| • | Share-based benefit plans |
|---|
From the fiscal year 2013 the Company has decided to implement a share-based benefit plan aimed at aligning the performance of certain executive-level employees, managers and key or critical technical knowledgeable personnel, with the objectives of the strategic plan of the Company. This plan, organized in annual programs, consists in giving participation, through shares of the Company, to each selected employee subject to continued service for the period defined in the plan (period of up to 3 years from the grant date, “service period”), being this the only necessary condition to access the agreed final retribution.
Information related to the evolution of the quantity of shares, of the share-based benefit plans at the end of the years ended December 31, 2025, 2024 and 2023, is as follows:
Plan 2020 - 2023
At its meeting held on November 10, 2020, the Company’s Board of Directors approved the creation of a new shared-based benefit plan for 2020-2023 effective for 3 years from July 1, 2020.
| 2025 | 2024 | 2023 | |||||
|---|---|---|---|---|---|---|---|
| Amount at the beginning of the fiscal year | - | - | 350,796 | ||||
| - Granted | - | - | - | ||||
| - Settled | - | - | (271,817) | ||||
| - Expired | - | - | (78,979) | ||||
| Amount at the end of the fiscal year | - | - | - | ||||
| Expense recognized during the fiscal year | - | - | - | (1) | |||
| (1) | Registered value less than 1. | ||||||
| --- | --- |
The fair value of the share on the original grant date amounted to 4.75.
Table of Contents
| F - 11<br>4 | |
|---|---|
| YPF SOCIEDAD ANONIMA | |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br> <br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
| 37. | EMPLOYEE BENEFIT PLANS AND SIMILAR OBLIGATIONS (cont.) |
|---|
Plan 2021 - 2024
At its meeting held on September 23, 2021, the Company’s Board of Directors approved the creation of a new shared-based benefit plan for 2021-2024 effective for 3 years from July 1, 2021.
| 2025 | 2024 | 2023 | ||||
|---|---|---|---|---|---|---|
| Amount at the beginning of the fiscal year | - | 478,097 | 818,823 | |||
| - Granted | - | - | 50,037 | |||
| - Settled | - | (394,359) | (367,371) | |||
| - Expired | - | (83,738) | (23,392) | |||
| Amount at the end of the fiscal year | - | - | 478,097 | |||
| Expense recognized during the fiscal year | - | 5 | 17 |
The fair value of the share amounted to 27.70 and 20.42 as of December 31, 2024 and 2023, respectively. The 2021-2024 Plan was defined as payable in cash. Such change in the conditions of the plan did not have any significant effects.
Plan 2022 - 2025
At its meeting held on September 15, 2022, the Company’s Board of Directors approved the creation of a new shared-based benefit plan for 2022-2025 effective for 3 years from August 1, 2022.
| 2025 | 2024 | 2023 | ||||
|---|---|---|---|---|---|---|
| Amount at the beginning of the fiscal year | 297,336 | 641,161 | 962,150 | |||
| - Granted | 622 | 890 | 69,176 | |||
| - Settled | (267,819) | (301,392) | (320,649) | |||
| - Expired | (30,139) | (43,323) | (69,516) | |||
| Amount at the end of the fiscal year | - | 297,336 | 641,161 | |||
| Expense recognized during the fiscal year | 1 | 2 | 2 |
The fair value of the share on the original grant date amounted to 6.67.
Plan 2023 - 2026
At its meeting held on August 16, 2023, the Company’s Board of Directors approved the creation of a new shared-based benefit plan for 2023-2026 effective for 3 years from August 1, 2023.
| 2025 | 2024 | 2023 | ||||
|---|---|---|---|---|---|---|
| Amount at the beginning of the fiscal year | 436,175 | 720,368 | - | |||
| - Granted | 3,429 | 48,785 | 778,756 | |||
| - Settled | (218,192) | (260,960) | (7,473) | |||
| - Expired | (14,444) | (72,018) | (50,915) | |||
| Amount at the end of the fiscal year | 206,968 | 436,175 | 720,368 | |||
| Expense recognized during the fiscal year | 3 | 3 | 1 |
The fair value of the share on the original grant date amounted to 14.63.
Plan 2024 - 2027
At its meeting held on August 7, 2024, the Company’s Board of Directors approved the creation of a new shared-based benefit plan for 2024-2027 effective for 3 years from August 1, 2024.
| 2025 | 2024 | 2023 | ||||
|---|---|---|---|---|---|---|
| Amount at the beginning of the fiscal year | 1,002,892 | - | - | |||
| - Granted | 19,181 | 1,002,892 | - | |||
| - Settled | (388,274) | - | - | |||
| - Expired | (32,039) | - | - | |||
| Amount at the end of the fiscal year | 601,760 | 1,002,892 | - | |||
| Expense recognized during the fiscal year | 6 | 2 | - |
The fair value of the share on the original grant date amounted to 18.14.
Table of Contents
| F - 11<br>5 | |
|---|---|
| YPF SOCIEDAD ANONIMA | |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br> <br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
- EMPLOYEE BENEFIT PLANS AND SIMILAR OBLIGATIONS (cont.)
Plan 2025 - 2028
At its meeting held on October 9, 2025, the Company’s Board of Directors approved the creation of a new shared-based benefit plan for 2025-2028 effective for 3 years from August 1, 2025.
| 2025 | 2024 | 2023 | ||||
|---|---|---|---|---|---|---|
| Amount at the beginning of the fiscal year | - | - | - | |||
| - Granted | 676,090 | - | - | |||
| - Settled | - | - | - | |||
| - Expired | - | - | - | |||
| Amount at the end of the fiscal year | 676,090 | - | - | |||
| Expense recognized during the fiscal year | 4 | - | - |
The fair value of the share on the original grant date amounted to 34.35.
The weighted average remaining contractual life of the plans outstanding as of December 31, 2025, 2024, and 2023 amounts to 1.9, 2.0, and 1.7 years, respectively.
In April 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. Under this plan, the Company granted 4.6 million PSARs to plan participants comprising key employees of the Company. The PSARs provide beneficiaries the opportunity to receive an award to be settled in cash equivalent to the appreciation in the value of the common shares of the Company over a specified period of time. The amount to be paid upon exercise is the difference between the per share base price determined by the plan and the per share market value of the Company’s common shares as of the exercise date. The PSARs expire five years after their grant and begin to vest in the third year, subject to the fulfillment of certain conditions, including performance milestones related to the price of the Company’s common shares ranging from a minimum of US$ 30 per common share up to US$ 60 per common share. The beneficiaries of the PSARs are also required to remain in the Company for three years from the granting of the plan. The PSARs granted by the Company have a base price of US$ 16.17 per share, resulting in a weighted average fair value of US$ 8.75 per PSAR as of the granting date. The Value Generation Plan was approved by the Compensation and Nomination Committee of the Company, and its design and implementation were advised by an international consulting firm specializing in human resources management.
As of December 31, 2025 and 2024, there are 4.6 million number of PSARs outstanding with and a weighted average fair value of US$ 20.8 per PSARs. The amount charged to expense in relation with Value Generation Plan was 25 and 33, for the fiscal year ended December 31, 2025 and 2024, respectively. As of December 31, 2024, weighted average fair value was US$ 28.6 per PSARs.
PSARs expense is determined based on the grant-date fair value of the awards. Fair value is calculated using Monte Carlo simulation model, which requires the input of highly subjective assumptions, including the fair value of the Company’s shares, expected term and risk-free interest rate.
Note 2.b.11) describes the accounting policies for share-based benefit plans. Repurchases of treasury shares are disclosed in Note 31.
Table of Contents
| F - 11<br>6 | |
|---|---|
| YPF SOCIEDAD ANONIMA | |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br> <br>AS OF DECEMBER 31, 2025, 2024 AND 2023 |
(Amounts expressed in millions of United States dollars, except shares and per shares amounts expressed in United States dollars, and as otherwise indicated)
- SUBSEQUENT EVENTS
Asset exchange between YPF and Pluspetrol S.A. (“Pluspetrol”)
On January 22, 2026, the Company entered into an asset exchange agreement with Pluspetrol, whereby: (i) YPF agreed to transfer 44.44% of shares in VMI to Pluspetrol; and (ii) Pluspetrol assigns to YPF 50% of its interest in the “Aguada Villanueva,” “Las Tacanas,” and “Meseta Buena Esperanza” exploitation concessions, which corresponds to 100% of Pluspetrol’s interest in those blocks. As of the date of issuance of these consolidated financial statements, this agreement is subject to the fulfillment of closing conditions, including the issuance of a Provincial Decree authorizing the transfer of these blocks.
Issuance of ON
On January 27, 2026, the Company issued Additional Class XXXIV NO in the international market, maturing in January 2034, for a nominal amount of 550. The NO 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, the Company issued Additional Class XLII NO in the local market, maturing in March 2029, for a nominal amount of 161. The NO 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.
Acquisition of interest in the “Bandurria Sur,” “Bajo del Toro,” and “Bajo del Toro Norte” blocks
On February 1, 2026, YPF entered into a share purchase and sale agreement with Vista Energy S.A.B. de C.V. (“Vista”), whereby, subject to the fulfillment of closing conditions set forth in such agreement, YPF will acquire 16.3% of the shares and capital stock of Equinor Argentina S.A.U., owner of 30% of the “Bandurria Sur” exploitation concession.
Likewise, on the same date, YPF entered into an asset purchase agreement for the acquisition from Vista of a 15% stake in the “Bajo del Toro” and “Bajo del Toro Norte” exploitation concessions.
The consideration for both transactions amounts to 163, subject to a price adjustment at the closing of the transaction and a contingent price defined in said agreements.
If the conditions precedent are met, YPF will acquire: (i) indirectly, through its 16.3% stake in Equinor Argentina S.A.U., a 4.9% stake in the “Bandurria Sur” block, which, added to its current direct interest, will total 44.9% in that block; and (ii) a 15% interest in the “Bajo del Toro” and “Bajo del Toro Norte” blocks, which, added to its current interest, will total 65% in those blocks.
As of the date of issuance of these consolidated financial statements, there have been no other significant subsequent events whose effect on Group’s financial position, results of operations or their disclosure in notes to the financial statements for the fiscal year ended as of December 31, 2025, should have been considered in such financial statements under IFRS.
These consolidated financial statements were approved by the Board of Directors’ meeting and authorized to be issued on February 26, 2026.
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S - 1
SUPPLEMENTAL INFORMATION ON OIL AND GAS PRODUCING ACTIVITIES (UNAUDITED)
The following information is presented in accordance with the Accounting Standards Codification (“ASC”) No. 932 “Extractive Activities - Oil and Gas”, as amended by Accounting Standards Update (“ASU”) 2010 - 03 “Oil and Gas Reserves. Estimation and Disclosures”, issued by the Financial Accounting Standards Board (“FASB”) in January 2010.
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.
Notwithstanding the foregoing, commodity prices have fluctuated significantly in recent years.
Net reserves are defined as that portion of the gross reserves attributable to the interest of YPF after deducting interests owned by third parties. In determining net reserves, the Group 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 in 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 natural gas liquids (“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 2-D and 3-D 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.
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S - 2
SUPPLEMENTAL INFORMATION ON OIL AND GAS PRODUCING ACTIVITIES (UNAUDITED) (cont.)
Reserves sensitivity
The impact of negative future fluctuations of oil and gas prices, and operating costs, in the estimated proved reserves, may be captured through a reserves sensitivity estimate.
Assuming all other factors remain constant, if commodity reference prices for crude oil used in our year-end reserve estimates were decreased by 10%, our total proved reserves as of December 31, 2025 would decrease by approximately 1.3%.
If natural gas prices used in our year-end reserve estimates decreased by 10%, our total proved reserves as of December 31, 2025 would decrease by approximately 1.2%.
Furthermore, assuming all other factors remain constant, if costs used in our year-end reserve estimates increased by 10% for crude oil and natural gas, our total proved reserves as of December 31, 2025 would decrease by approximately 1.6%.
However, if we combine the three aforementioned effects, our total proved reserves as of December 31, 2025 would decrease by approximately 3.0%.
In addition, as a result of the prices used to calculate the present value of future net revenues from our proved reserves, in accordance with SEC rules, which are similar to the calculation of proved reserves described above, the present value of future net revenues from our proved reserves will not necessarily be the same as the current market value of our estimated crude oil and natural gas reserves.
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S - 3
SUPPLEMENTAL INFORMATION ON OIL AND GAS PRODUCING ACTIVITIES (UNAUDITED) (cont.)
Changes in YPF’s estimated net proved reserves
The table below sets forth information regarding changes in YPF’s net proved reserves for the year ended as of December 31, 2025, 2024 and 2023, by hydrocarbon product:
| For the year ended December 31, | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (millions of barrels) | ||||||||||||||||||
| 2025 | 2024 | 2023 | ||||||||||||||||
| Argentina | Other<br> foreign | Worldwide | Argentina | Other<br> foreign | Worldwide | Argentina | Other<br> foreign | Worldwide | ||||||||||
| Oil and condensate | ||||||||||||||||||
| Consolidated entities | ||||||||||||||||||
| As of January 1, | 548 | - | 548 | 546 | - | 546 | 606 | - | 606 | |||||||||
| Developed | 284 | - | 284 | 263 | - | 263 | 262 | - | 262 | |||||||||
| Undeveloped | 264 | - | 264 | 283 | - | 283 | 344 | - | 344 | |||||||||
| Revisions of previous estimates <br>(1) | (38) | - | (38) | 10 | - | 10 | (63) | - | (63) | |||||||||
| Extensions and discoveries | 286 | - | 286 | 99 | - | 99 | 75 | - | 75 | |||||||||
| Improved recovery | 5 | - | 5 | (2) | - | (2) | 17 | - | 17 | |||||||||
| Purchase of minerals in place | 4 | - | 4 | - | - | - | - | - | - | |||||||||
| Sale of minerals in place | (34) | - | (34) | (11) | - | (11) | - | - | - | |||||||||
| Production for the year <br>(2) | (93) | - | (93) | (94) | - | (94) | (89) | - | (89) | |||||||||
| As of December 31, <br>(3) | 678 | - | 678 | 548 | - | 548 | 546 | - | 546 | |||||||||
| Developed | 315 | - | 315 | 284 | - | 284 | 263 | - | 263 | |||||||||
| Undeveloped | 363 | - | 363 | 264 | - | 264 | 283 | - | 283 | |||||||||
| Equity-accounted entities | ||||||||||||||||||
| As of January 1, | - | - | - | - | - | - | - | - | - | |||||||||
| Developed | - | - | - | - | - | - | - | - | - | |||||||||
| Undeveloped | - | - | - | - | - | - | - | - | - | |||||||||
| Revisions of previous estimates <br>(1) | - | - | - | - | - | - | - | - | - | |||||||||
| Extensions and discoveries | - | - | - | - | - | - | - | - | - | |||||||||
| Improved recovery | - | - | - | - | - | - | - | - | - | |||||||||
| Purchase of minerals in place | - | - | - | - | - | - | - | - | - | |||||||||
| Sale of minerals in place | - | - | - | - | - | - | - | - | - | |||||||||
| Production for the year <br>(2) | - | - | - | - | - | - | - | - | - | |||||||||
| As of December 31, <br>(3) | - | - | - | - | - | - | - | - | - | |||||||||
| Developed | - | - | - | - | - | - | - | - | - | |||||||||
| Undeveloped | - | - | - | - | - | - | - | - | - |
Table of Contents
S - 4
SUPPLEMENTAL INFORMATION ON OIL AND GAS PRODUCING ACTIVITIES (UNAUDITED) (cont.)
| For the year ended December 31, | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (millions of barrels) | ||||||||||||||||||
| 2025 | 2024 | 2023 | ||||||||||||||||
| Argentina | Other<br> foreign | Worldwide | Argentina | Other<br> foreign | Worldwide | Argentina | Other<br> foreign | Worldwide | ||||||||||
| Oil and condensate | ||||||||||||||||||
| Consolidated and Equity-accounted entities | ||||||||||||||||||
| As of January 1, | ||||||||||||||||||
| Developed | 284 | - | 284 | 263 | - | 263 | 262 | - | 262 | |||||||||
| Undeveloped | 264 | - | 264 | 283 | - | 283 | 344 | - | 344 | |||||||||
| Total | 548 | - | 548 | 546 | - | 546 | 606 | - | 606 | |||||||||
| As of December 31, | ||||||||||||||||||
| Developed | 315 | - | 315 | 284 | - | 284 | 263 | - | 263 | |||||||||
| Undeveloped | 363 | - | 363 | 264 | - | 264 | 283 | - | 283 | |||||||||
| Total | 678 | - | 678 | 548 | - | 548 | 546 | - | 546 | |||||||||
| (1) | Revisions in estimates of reserves are performed at least once a year. Revisions of oil and gas reserves are considered prospectively in the calculation of depreciation. | |||||||||||||||||
| --- | --- | |||||||||||||||||
| (2) | Crude oil production for the years ended on December 31, 2025, 2024 and 2023 include an estimated of 12, 13 and 12 Mbbl, respectively, in respect of royalty payments which are a financial obligation or are substantially equivalent to a production or similar tax. | |||||||||||||||||
| --- | --- | |||||||||||||||||
| (3) | Proved crude oil reserves of consolidated entities for the years ended on December 31, 2025, 2024 and 2023 includes an estimated of 84, 71 and 72 Mbbl, respectively, in respect of royalty payments which are a financial obligation or are substantially equivalent to a production or similar tax. | |||||||||||||||||
| --- | --- |
Table of Contents
S - 5
SUPPLEMENTAL INFORMATION ON OIL AND GAS PRODUCING ACTIVITIES (UNAUDITED) (cont.)
| For the year ended December 31, | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (millions of barrels) | ||||||||||||||||||
| 2025 | 2024 | 2023 | ||||||||||||||||
| Argentina | Other<br> foreign | Worldwide | Argentina | Other<br> foreign | Worldwide | Argentina | Other<br> foreign | Worldwide | ||||||||||
| NGLs | ||||||||||||||||||
| Consolidated entities | ||||||||||||||||||
| As of January 1, | 69 | - | 69 | 74 | - | 74 | 77 | - | 77 | |||||||||
| Developed | 44 | - | 44 | 41 | - | 41 | 36 | - | 36 | |||||||||
| Undeveloped | 25 | - | 25 | 33 | - | 33 | 41 | - | 41 | |||||||||
| Revisions of previous estimates <br>(1) | 6 | - | 6 | (1) | - | (1) | 5 | - | 5 | |||||||||
| Extensions and discoveries | 16 | - | 16 | 12 | - | 12 | 8 | - | 8 | |||||||||
| Improved recovery | - | - | - | - | - | - | - | - | - | |||||||||
| Purchase of minerals in place | - | - | - | - | - | - | - | - | - | |||||||||
| Sale of minerals in place | (1) | - | (1) | - | - | - | - | - | - | |||||||||
| Production for the year <br>(2) | (16) | - | (16) | (16) | - | (16) | (16) | - | (16) | |||||||||
| As of December 31, <br>(3) | 74 | - | 74 | 69 | - | 69 | 74 | - | 74 | |||||||||
| Developed | 42 | - | 42 | 44 | - | 44 | 41 | - | 41 | |||||||||
| Undeveloped | 32 | - | 32 | 25 | - | 25 | 33 | - | 33 | |||||||||
| Equity-accounted entities | ||||||||||||||||||
| As of January 1, | - | - | - | - | - | - | - | - | - | |||||||||
| Developed | - | - | - | - | - | - | - | - | - | |||||||||
| Undeveloped | - | - | - | - | - | - | - | - | - | |||||||||
| Revisions of previous estimates <br>(1) | - | - | - | - | - | - | - | - | - | |||||||||
| Extensions and discoveries | - | - | - | - | - | - | - | - | - | |||||||||
| Improved recovery | - | - | - | - | - | - | - | - | - | |||||||||
| Purchase of minerals in place | - | - | - | - | - | - | - | - | - | |||||||||
| Sale of minerals in place | - | - | - | - | - | - | - | - | - | |||||||||
| Production for the year <br>(2) | - | - | - | - | - | - | - | - | - | |||||||||
| As of December 31, <br>(3) | - | - | - | - | - | - | - | - | - | |||||||||
| Developed | - | - | - | - | - | - | - | - | - | |||||||||
| Undeveloped | - | - | - | - | - | - | - | - | - |
Table of Contents
S - 6
SUPPLEMENTAL INFORMATION ON OIL AND GAS PRODUCING ACTIVITIES (UNAUDITED) (cont.)
| For the year ended December 31, | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (millions of barrels) | ||||||||||||||||||
| 2025 | 2024 | 2023 | ||||||||||||||||
| Argentina | Other<br> foreign | Worldwide | Argentina | Other<br> foreign | Worldwide | Argentina | Other<br> foreign | Worldwide | ||||||||||
| NGLs | ||||||||||||||||||
| Consolidated and Equity-accounted entities | ||||||||||||||||||
| As of January 1, | ||||||||||||||||||
| Developed | 44 | - | 44 | 41 | - | 41 | 36 | - | 36 | |||||||||
| Undeveloped | 25 | - | 25 | 33 | - | 33 | 41 | - | 41 | |||||||||
| Total | 69 | - | 69 | 74 | - | 74 | 77 | - | 77 | |||||||||
| As of December 31, | ||||||||||||||||||
| Developed | 42 | - | 42 | 44 | - | 44 | 41 | - | 41 | |||||||||
| Undeveloped | 32 | - | 32 | 25 | - | 25 | 33 | - | 33 | |||||||||
| Total | 74 | - | 74 | 69 | - | 69 | 74 | - | 74 | |||||||||
| (1) | Revisions in estimates of reserves are performed at least once a year. Revisions of oil and gas reserves are considered prospectively in the calculation of depreciation. | |||||||||||||||||
| --- | --- | |||||||||||||||||
| (2) | NGLs production for the years ended on December 31, 2025, 2024 and 2023 include an estimated of 2, 2 and 2 Mbbl, respectively, in respect of royalty payments which are a financial obligation or are substantially equivalent to a production or similar tax. | |||||||||||||||||
| --- | --- | |||||||||||||||||
| (3) | NGLs reserves of consolidated entities for the years ended on December 31, 2025, 2024 and 2023 include an estimated of 10, 9 and 10 Mbbl, respectively, in respect of royalty payments which are a financial obligation or are substantially equivalent to a production or similar tax. | |||||||||||||||||
| --- | --- |
Table of Contents
S - 7
SUPPLEMENTAL INFORMATION ON OIL AND GAS PRODUCING ACTIVITIES (UNAUDITED) (cont.)
| For the year ended December 31, | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (billions of standard cubic feet) | ||||||||||||||||||
| 2025 | 2024 | 2023 | ||||||||||||||||
| Argentina | Other<br> foreign | Worldwide | Argentina | Other<br> foreign | Worldwide | Argentina | Other<br> foreign | Worldwide | ||||||||||
| Natural gas | ||||||||||||||||||
| Consolidated entities | ||||||||||||||||||
| As of January 1, | 2,688 | - | 2,688 | 2,536 | - | 2,536 | 2,826 | - | 2,826 | |||||||||
| Developed | 1,627 | - | 1,627 | 1,656 | - | 1,656 | 1,637 | - | 1,637 | |||||||||
| Undeveloped | 1,061 | - | 1,061 | 880 | - | 880 | 1,189 | - | 1,189 | |||||||||
| Revisions of previous estimates <br>(1) | (148) | - | (148) | (144) | - | (144) | (80) | - | (80) | |||||||||
| Extensions and discoveries | 899 | - | 899 | 781 | - | 781 | 257 | - | 257 | |||||||||
| Improved recovery | * | - | * | * | - | * | - | - | - | |||||||||
| Purchase of minerals in place | 49 | - | 49 | - | - | - | - | - | - | |||||||||
| Sale of minerals in place | (35) | - | (35) | (1) | - | (1) | - | - | - | |||||||||
| Production for the year <br>(2) | (467) | - | (467) | (484) | - | (484) | (467) | - | (467) | |||||||||
| As of December 31, <br>(3) | 2,986 | - | 2,986 | 2,688 | - | 2,688 | 2,536 | - | 2,536 | |||||||||
| Developed | 1,597 | - | 1,597 | 1,627 | - | 1,627 | 1,656 | - | 1,656 | |||||||||
| Undeveloped | 1,389 | - | 1,389 | 1,061 | - | 1,061 | 880 | - | 880 | |||||||||
| Equity-accounted entities | ||||||||||||||||||
| As of January 1, | - | - | - | - | - | - | - | - | - | |||||||||
| Developed | - | - | - | - | - | - | - | - | - | |||||||||
| Undeveloped | - | - | - | - | - | - | - | - | - | |||||||||
| Revisions of previous estimates <br>(1) | - | - | - | - | - | - | - | - | - | |||||||||
| Extensions and discoveries | - | - | - | - | - | - | - | - | - | |||||||||
| Improved recovery | - | - | - | - | - | - | - | - | - | |||||||||
| Purchase of minerals in place | - | - | - | - | - | - | - | - | - | |||||||||
| Sale of minerals in place | - | - | - | - | - | - | - | - | - | |||||||||
| Production for the year <br>(2) | - | - | - | - | - | - | - | - | - | |||||||||
| As of December 31, <br>(3) | - | - | - | - | - | - | - | - | - | |||||||||
| Developed | - | - | - | - | - | - | - | - | - | |||||||||
| Undeveloped | - | - | - | - | - | - | - | - | - |
Table of Contents
S - 8
SUPPLEMENTAL INFORMATION ON OIL AND GAS PRODUCING ACTIVITIES (UNAUDITED) (cont.)
| For the year ended December 31, | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (billions of standard cubic feet) | ||||||||||||||||||
| 2025 | 2024 | 2023 | ||||||||||||||||
| Argentina | Other<br> foreign | Worldwide | Argentina | Other<br> foreign | Worldwide | Argentina | Other<br> foreign | Worldwide | ||||||||||
| Natural gas | ||||||||||||||||||
| Consolidated and Equity-accounted entities | ||||||||||||||||||
| As of January 1, | ||||||||||||||||||
| Developed | 1,627 | - | 1,627 | 1,656 | - | 1,656 | 1,637 | - | 1,637 | |||||||||
| Undeveloped | 1,061 | - | 1,061 | 880 | - | 880 | 1,189 | - | 1,189 | |||||||||
| Total | 2,688 | - | 2,688 | 2,536 | - | 2,536 | 2,826 | - | 2,826 | |||||||||
| As of December 31, | ||||||||||||||||||
| Developed | 1,597 | - | 1,597 | 1,627 | - | 1,627 | 1,656 | - | 1,656 | |||||||||
| Undeveloped | 1,389 | - | 1,389 | 1,061 | - | 1,061 | 880 | - | 880 | |||||||||
| Total | 2,986 | - | 2,986 | 2,688 | - | 2,688 | 2,536 | - | 2,536 | |||||||||
| (*) | Not material (less than 1). | |||||||||||||||||
| --- | --- | |||||||||||||||||
| (1) | Revisions in estimates of reserves are performed at least once a year. Revisions of oil and gas reserves are considered prospectively in the calculation of depreciation. | |||||||||||||||||
| --- | --- | |||||||||||||||||
| (2) | Natural gas production for the years ended on December 31, 2025, 2024 and 2023 includes an estimated of 53, 55 and 54 bcf, respectively, in respect of royalty payments which are a financial obligation or are substantially equivalent to a production or similar tax. Proved natural gas reserves of consolidated entities for the years ended on December 31, 2025, 2024 and 2023 include an estimated of 348, 309 and 292 bcf, respectively, in respect of royalty payments which are a financial obligation or are substantially equivalent to a production or similar tax. | |||||||||||||||||
| --- | --- | |||||||||||||||||
| (3) | Proved natural gas reserves of consolidated entities for the years ended on December 31, 2025, 2024 and 2023 include an estimated of 200, 255 and 282 bcf, respectively, which is consumed as fuel at the field. | |||||||||||||||||
| --- | --- |
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S - 9
SUPPLEMENTAL INFORMATION ON OIL AND GAS PRODUCING ACTIVITIES (UNAUDITED) (cont.)
| For the year ended December 31, | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (millions of barrels of oil equivalent) | ||||||||||||||||||
| 2025 | 2024 | 2023 | ||||||||||||||||
| Argentina | Other<br> foreign | Worldwide | Argentina | Other<br> foreign | Worldwide | Argentina | Other<br> foreign | Worldwide | ||||||||||
| Oil equivalent <br>(1) | ||||||||||||||||||
| Consolidated entities | ||||||||||||||||||
| As of January 1, | 1,096 | - | 1,096 | 1,072 | - | 1,072 | 1,187 | - | 1,187 | |||||||||
| Developed | 618 | - | 618 | 599 | - | 599 | 590 | - | 590 | |||||||||
| Undeveloped | 478 | - | 478 | 473 | - | 473 | 597 | - | 597 | |||||||||
| Revisions of previous estimates <br>(2) | (58) | - | (58) | (17) | - | (17) | (72) | - | (72) | |||||||||
| Extensions and discoveries | 462 | - | 462 | 250 | - | 250 | 127 | - | 127 | |||||||||
| Improved recovery | 5 | - | 5 | (2) | - | (2) | 17 | - | 17 | |||||||||
| Purchase of minerals in place | 12 | - | 12 | - | - | - | - | - | - | |||||||||
| Sale of minerals in place | (41) | - | (41) | (11) | - | (11) | - | - | - | |||||||||
| Production for the year <br>(3) | (192) | - | (192) | (196) | - | (196) | (187) | - | (187) | |||||||||
| As of December 31, <br>(4) | 1,284 | - | 1,284 | 1,096 | - | 1,096 | 1,072 | - | 1,072 | |||||||||
| Developed | 642 | - | 642 | 618 | - | 618 | 599 | - | 599 | |||||||||
| Undeveloped | 642 | - | 642 | 478 | - | 478 | 473 | - | 473 | |||||||||
| Equity-accounted entities | ||||||||||||||||||
| As of January 1, | - | - | - | - | - | - | - | - | - | |||||||||
| Developed | - | - | - | - | - | - | - | - | - | |||||||||
| Undeveloped | - | - | - | - | - | - | - | - | - | |||||||||
| Revisions of previous estimates <br>(2) | - | - | - | - | - | - | - | - | - | |||||||||
| Extensions and discoveries | - | - | - | - | - | - | - | - | - | |||||||||
| Improved recovery | - | - | - | - | - | - | - | - | - | |||||||||
| Purchase of minerals in place | - | - | - | - | - | - | - | - | - | |||||||||
| Sale of minerals in place | - | - | - | - | - | - | - | - | - | |||||||||
| Production for the year <br>(3) | - | - | - | - | - | - | - | - | - | |||||||||
| As of December 31, <br>(4) | - | - | - | - | - | - | - | - | - | |||||||||
| Developed | - | - | - | - | - | - | - | - | - | |||||||||
| Undeveloped | - | - | - | - | - | - | - | - | - |
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S - 10
SUPPLEMENTAL INFORMATION ON OIL AND GAS PRODUCING ACTIVITIES (UNAUDITED) (cont.)
| For the year ended December 31, | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (millions of barrels of oil equivalent) | ||||||||||||||||||
| 2025 | 2024 | 2023 | ||||||||||||||||
| Argentina | Other<br> foreign | Worldwide | Argentina | Other<br> foreign | Worldwide | Argentina | Other<br> foreign | Worldwide | ||||||||||
| Oil equivalent <br>(1) | ||||||||||||||||||
| Consolidated and Equity-accounted entities | ||||||||||||||||||
| As of January 1, | ||||||||||||||||||
| Developed | 618 | - | 618 | 599 | - | 599 | 590 | - | 590 | |||||||||
| Undeveloped | 478 | - | 478 | 473 | - | 473 | 597 | - | 597 | |||||||||
| Total | 1,096 | - | 1,096 | 1,072 | - | 1,072 | 1,187 | - | 1,187 | |||||||||
| As of December 31, | ||||||||||||||||||
| Developed | 642 | - | 642 | 618 | - | 618 | 599 | - | 599 | |||||||||
| Undeveloped | 642 | - | 642 | 478 | - | 478 | 473 | - | 473 | |||||||||
| Total | 1,284 | - | 1,284 | 1,096 | - | 1,096 | 1,072 | - | 1,072 | |||||||||
| (1) | Volumes of natural gas have been converted to barrels of oil equivalent at 5,615 cubic feet per barrel. | |||||||||||||||||
| --- | --- | |||||||||||||||||
| (2) | Revisions in estimates of reserves are performed at least once a year. Revisions of crude oil, NGLs and natural gas reserves are considered prospectively in the calculation of depreciation. | |||||||||||||||||
| --- | --- | |||||||||||||||||
| (3) | Barrel of oil equivalent production of consolidated entities for the years ended on December 31, 2025, 2024 and 2023 include an estimated of 23, 25 and 24 Mboe, respectively, in respect of royalty payments which are a financial obligation or are substantially equivalent to a production or similar tax. | |||||||||||||||||
| --- | --- | |||||||||||||||||
| (4) | Proved oil equivalent reserves of consolidated entities for the years ended on December 31, 2025, 2024 and 2023 include an estimated of 156, 135 and 134 Mboe, respectively, in respect of royalty payments which are a financial obligation or are substantially equivalent to a production or similar tax. | |||||||||||||||||
| --- | --- |
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
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S - 11
SUPPLEMENTAL INFORMATION ON OIL AND GAS PRODUCING ACTIVITIES (UNAUDITED) (cont.)
The paragraphs below explain in further detail the most significant changes in our proved reserves during the years 2025, 2024 and 2023.
Changes in YPF’s estimated net proved reserves during 2025
Extensions and discoveries
As a result of wells drilled and put into production in areas with unproved reserves or resources, approximately 411 Mboe of proved undeveloped reserves (819 bcf of natural gas, 15 Mbbl of NGLs and 250 Mbbl of crude oil) and approximately 51 Mboe of proved developed reserves (80 bcf of natural gas, 1 Mbbl of NGLs and 36 Mbbl of crude oil) were added.
Both proved undeveloped reserves additions and proved developed reserves contributions are mainly related to projects of unconventional oil and gas of the Vaca Muerta formation in the Neuquina basin.
Improved recovery
An upward revision of approximately 5 Mboe resulted as a net proved reserves change of improved recovery in secondary and tertiary recovery projects, mainly from areas located in the Golfo San Jorge and Neuquina basins.
Sales and acquisitions
During 2025, several properties were included in the Mature Fields Project, and we sold 49% interest in the Aguada del Chañar block, resulting in a reduction of approximately 41 Mboe of proved reserves due to sales. This decrease was partially offset by the addition of approximately 12 Mboe of proved reserves associated with the acquisition of Sierra Chata, La Escalonada and Rincón La Ceniza blocks.
Revisions of previous estimates
During 2025, the Company’s proved reserves were revised downwards by 58 Mboe (a decrease of 38 Mbbl of crude oil and a decrease of 148 bcf of natural gas, partially offset by an increase of 6 Mbbl of NGLs). The main revisions of proved reserves were due to the following:
| - | A deduction of 97 Mboe of proved reserves (a decrease of 49 Mbbl of crude oil and a decrease of 278 bcf of natural gas, partially offset by an increase of 2 Mbbl on NGLs), mainly related to changes in projects’ strategy and drilling schedules. |
|---|---|
| - | An addition of 20 Mboe of proved reserves (an increase of 5 Mbbl of crude oil, 3 Mbbl of NGLs and 64 bcf of natural gas) related to projects’ performance, which were better than forecasted. |
| --- | --- |
| - | An upward revision of 10 Mboe (an increase of 8 Mbbl of crude oil and an increase of 14 bcf of natural gas) related to contract <br>revisions such as concession extensions. |
| --- | --- |
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S - 12
SUPPLEMENTAL INFORMATION ON OIL AND GAS PRODUCING ACTIVITIES (UNAUDITED) (cont.)
Changes in YPF’s estimated net proved reserves during 2024
Extensions and discoveries
As a result of wells drilled and put into production in areas with unproved reserves or resources, approximately 220 Mboe of proved undeveloped reserves (717 bcf of natural gas, 11 Mbbl of NGLs and 81 Mbbl of crude oil) and approximately 30 Mboe of proved developed reserves (63 bcf of natural gas, 1 Mbbl of NGLs and 18 Mbbl of crude oil) were added.
Both proved undeveloped reserves additions and proved developed reserves contributions are mainly related to projects of unconventional oil and gas of the Vaca Muerta formation in the Neuquina basin.
Improved recovery
A downward revision of approximately 2 Mboe resulted as a net proved reserves change of improved recovery in secondary and tertiary recovery projects, mainly from areas located in the Golfo San Jorge basin.
Sales and acquisitions
Related to sales and acquisitions, during 2024 three properties were sold with approximately 11 Mboe of proved reserves mainly of oil.
Revisions of previous estimates
During 2024, the Company’s proved reserves were revised downwards by 17 Mboe (an increase of 10 Mbbl of crude oil, a decrease of 1 Mbbl of NGLs and a decrease of 144 bcf of natural gas). The main revisions of proved reserves have been due to the following:
| - | A deduction of 73 Mboe of proved reserves (an increase of 4 Mbbl of crude oil, a decrease of 9 Mbbl on NGLs and a decrease of 385 bcf of natural gas) related mainly to changes in projects strategy and drilling schedules. |
|---|---|
| - | An upward revision of 33 Mboe of proved reserves (mainly in natural gas), as a result of economics related to changes in fields operating costs and oil and gas prices. |
| --- | --- |
| - | An addition of 21 Mboe of proved reserves (an increase of 7 Mbbl of crude oil, 4 Mbbl of NGLs and 58 bcf of natural gas) related to project’s performance, which was better than forecasted. |
| --- | --- |
| - | An upward revision of 2 Mboe (mainly in NGLs) related to changes in working interest and production forecasts adjustments. |
| --- | --- |
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S - 13
SUPPLEMENTAL INFORMATION ON OIL AND GAS PRODUCING ACTIVITIES (UNAUDITED) (cont.)
Changes in YPF’s estimated net proved reserves during 2023
Extensions and discoveries
As a result of wells drilled and put on production in areas with unproved reserves or resources, approximately 23 Mboe of proved developed reserves were added (66 bcf of natural gas and 11 Mbbl of crude oil), and 105 Mboe of proved undeveloped reserves (192 bcf of natural gas, 7 Mbbl of NGLs and 64 Mbbl of crude oil) were added.
Both proved undeveloped reserves additions and proved developed reserves contributions are mainly related to projects of unconventional oil and gas of Vaca Muerta formation in the Neuquina basin.
Improved recovery
An upwards revision of 17 Mboe resulted as a net proved reserves change of improved recovery in secondary and tertiary recovery projects, mainly from areas located in the Golfo San Jorge basin.
Sales and acquisitions
There were no changes related to sales and acquisitions during 2023.
Revisions of previous estimates
During 2023 the Company’s proved reserves were revised downwards by 72 Mboe (a decrease of 63 Mbbl of crude oil, an increase of 5 Mbbl of NGLs and a decrease of 80 bcf of natural gas). The main revisions of proved reserves have been due to the following:
| - | A downward revision of 69 Mboe of proved reserves (a decrease of 43 Mbbl of liquids, and a decrease of 26 Mboe of gas), as a result of economics related to changes in fields operating costs and oil and gas prices. |
|---|---|
| - | An addition of 35 Mboe of proved reserves (16 Mbbl of liquids and 19 Mboe of gas) related to project’s performance, which was better than forecasted. |
| --- | --- |
| - | A deduction of 53 Mboe of proved reserves (a decrease of 36 Mbbl of liquids and a decrease of 19 Mboe of gas) related mainly to changes in projects strategy and drilling schedules. |
| --- | --- |
| - | An upward revision of 18 Mboe (8 Mbbl of liquids and 10 Mboe of gas) related mainly to changes in working interest, new projects addition and production forecasts adjustments. |
| --- | --- |
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S - 14
SUPPLEMENTAL INFORMATION ON OIL AND GAS PRODUCING ACTIVITIES (UNAUDITED) (cont.)
Capitalized costs
The following tables set forth capitalized costs, along with the related accumulated depreciation and allowances as of December 31, 2025, 2024 and 2023:
| 2025 | 2024 | 2023 | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Consolidated capitalized costs | Argentina | Other<br> foreign | Worldwide | Argentina | Other<br> foreign | Worldwide | Argentina | Other<br> foreign | Worldwide | |||||||||
| Proved oil and gas properties | ||||||||||||||||||
| Mineral property, wells and related equipment <br>(1) | 27,395 | - | 27,395 | 28,164 | - | 28,164 | 53,052 | - | 53,052 | |||||||||
| Support equipment and facilities <br>(2) | 1,812 | - | 1,812 | 2,138 | - | 2,138 | 2,257 | - | 2,257 | |||||||||
| Drilling and work in progress | 3,249 | - | 3,249 | 3,916 | - | 3,916 | 3,774 | - | 3,774 | |||||||||
| Unproved oil and gas properties | 674 | - | 674 | 186 | - | 186 | 264 | - | 264 | |||||||||
| Total capitalized costs | 33,130 | - | 33,130 | 34,404 | - | 34,404 | 59,347 | - | 59,347 | |||||||||
| Accumulated depreciation and valuation allowances <br>(3) | (22,047) | - | (22,047) | (23,602) | - | (23,602) | (48,382) | - | (48,382) | |||||||||
| Net capitalized costs | 11,083 <br>(4) | - | 11,083 | 10,802 | - | 10,802 | 10,965 | - | 10,965 | |||||||||
| (1) | Includes 808, 740 and 696 corresponding to Upstream wells related equipment contracts comprised in <br>right-of-use<br> assets as of December 31, 2025, 2024 and 2023, respectively. | |||||||||||||||||
| --- | --- | |||||||||||||||||
| (2) | Includes 569, 602 and 521 corresponding to Upstream support equipment and facilities contracts comprised in <br>right-of-use<br> assets as of December 31, 2025, 2024 and 2023, respectively. | |||||||||||||||||
| --- | --- | |||||||||||||||||
| (3) | Includes (1,109), (895) and (762) corresponding to accumulated depreciation of all Upstream contracts of <br>right-of-use<br> assets as of December 31, 2025, 2024 and 2023, respectively. | |||||||||||||||||
| --- | --- | |||||||||||||||||
| (4) | Includes balances corresponding to SC Gas S.A.U. and Vaca Muerta Inversiones S.A.U., see Note 3 to the Audited Consolidated Financial Statements. | |||||||||||||||||
| --- | --- |
A s 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, considering that decision
, 28,478 , 24,834 and 1,893 of cost, accumulated depreciation and provision for impairment of property, plant and equipment have been reclassified to the “Assets held for sale” line item in the statement of financial position,
respectively. 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 part of the optimization plan of the conventional Upstream portfolio and, as consequence, 4,630 and 3,879 of cost and accumulated depreciation have been reclassified to the “Assets held for sale” line item in the statement of financial position, respectively, corresponding to “Cerro Fortunoso”, “Valle del Río Grande” and “Manantiales Behr”. For further information see Note 11.a) to the Audited Consolidated Financial Statements.
Likewise, during 2025, 380 and 74 of cost and accumulated depreciation, respectively, of assets related to the “Aguada del Chañar” exploitation concession have been reclassified to the “Assets held for sale” line item in the statement of financial position. For further information see Note 11.b) to the Audited Consolidated Financial Statements.
As of December 31, 2025 and 2024, capitalized costs of assets held for sale related to the optimization plan of the conventional Upstream portfolio amount to 1,013 and 1,497 , respectively.
Costs incurred
The following tables set forth the costs incurred for oil and gas producing activities during the years ended December 31, 2025, 2024 and 2023:
| 2025 | 2024 | 2023 | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Consolidated costs incurred | Argentina | Other foreign | Worldwide | Argentina | Other foreign | Worldwide | Argentina | Other foreign | Worldwide | ||||||||||
| Acquisition of proved properties | 184 | - | 184 | - | - | - | - | - | - | ||||||||||
| Acquisition of <br>un<br>proved properties | 580 | - | 580 | - | - | - | - | - | - | ||||||||||
| Exploration costs | 102 | 32 | 134 | 198 | 1 | 199 | 156 | 1 | 157 | ||||||||||
| Development costs <br>(1) | 3,815 | - | 3,815 | 3,884 | - | 3,884 | 4,370 | - | 4,370 | ||||||||||
| Total costs incurred | 4,681 | (2) | 32 | 4,713 | 4,082 | 1 | 4,083 | 4,526 | 1 | 4,527 | |||||||||
| (1) | Includes 194, 206 and 313 corresponding to development cost related to Upstream contracts comprised in <br>right-of-use<br> assets as of December 31, 2025, 2024 and 2023, respectively. | ||||||||||||||||||
| --- | --- | ||||||||||||||||||
| (2) | Includes balances corresponding to SC Gas S.A.U. and Vaca Muerta Inversiones S.A.U., see Note 3 to the Audited Consolidated Financial Statements. |
Considering the YPF’s Board of Directors’ decision mentioned in Note 11.a) to the Audited Consolidated Financial Statements, costs incurred of assets held for sale related to the optimization plan of the conventional Upstream portfolio amount to 29 and 287 for the fiscal year ended December 31, 2025 and 2024 respectively.
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S - 15
SUPPLEMENTAL INFORMATION ON OIL AND GAS PRODUCING ACTIVITIES (UNAUDITED) (cont.)
Results of operations from oil and gas producing activities
The following tables include only the revenues and expenses directly associated with oil and gas producing activities. It does not include any allocation of the interest costs or corporate overhead and, therefore, is not necessarily indicative of the contribution to net earnings of the oil and gas operations.
Differences between these tables and the amounts shown in Note 5 “Business segment information”, for the Upstream business segment, relate to additional operations that do not arise from those properties held by the Group.
| 2025 | 2024 | 2023 | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Consolidated results of operations | Argentina | Other<br> foreign | Worldwide | Argentina | Other<br> foreign | Worldwide | Argentina | Other<br> foreign | Worldwide | |||||||||
| Net sales to unaffiliated parties | 89 | - | 89 | 50 | - | 50 | 32 | - | 32 | |||||||||
| Net intersegment sales | 7,486 | - | 7,486 | 8,225 | - | 8,225 | 7,211 | - | 7,211 | |||||||||
| Total net revenues | 7,575 | - | 7,575 | 8,275 | - | 8,275 | 7,243 | - | 7,243 | |||||||||
| Production costs | (3,840) | - | (3,840) | (4,715) | - | (4,715) | (4,148) | - | (4,148) | |||||||||
| Exploration expenses | (84) | (32) | (116) | (238) | (1) | (239) | (60) | (1) | (61) | |||||||||
| Depreciation of property, plant and equipment; intangible and <br>right-of-use<br> assets | (2,349) | - | (2,349) | (1,963) | - | (1,963) | (2,568) | - | (2,568) | |||||||||
| Impairment of property, plant and equipment and inventories write-down | - | - | - | (79) | - | (79) | (2,288) | - | (2,288) | |||||||||
| Other <br>(1) | (959) | - | (959) | (956) | - | (956) | (177) | - | (177) | |||||||||
| Pre-tax<br> income (loss) from producing activities | 343 | (32) | 311 | 324 | (1) | 323 | (1,998) | (1) | (1,999) | |||||||||
| Income tax expense / benefit | (120) | - | (120) | (113) | - | (113) | 699 | - | 699 | |||||||||
| Results of oil and gas producing activities | 223 <br>(2) | (32) | 191 | 211 | (1) | 210 | (1,299) | (1) | (1,300) | |||||||||
| (1) | Mainly includes lawsuits, result from sale of assets, result from changes in fair value of assets held for sale, provisions for severance indemnities, provisions for operating optimizations, provisions for obsolescence of materials and equipment and financial accretion for the hydrocarbon wells abandonment obligations, among others. | |||||||||||||||||
| --- | --- | |||||||||||||||||
| (2) | Includes balances corresponding to SC Gas S.A.U. and Vaca Muerta Inversiones S.A.U., see Note 3 to the Audited Consolidated Financial Statements. |
Standardized measure of discounted future net cash flows
The standardized measure is calculated as the excess of future cash inflows from proved reserves less future costs of producing and developing the reserves, future income taxes and a discount factor. Future cash inflows represent the revenues that would be received from production of year-end proved reserve quantities assuming the future production would be sold at the prices used for reserves estimates as of year-end (the “average price”). Accordingly, crude oil prices used to determine reserves were calculated each month, for crude oils of different quality produced by the Group.
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S - 16
SUPPLEMENTAL INFORMATION ON OIL AND GAS PRODUCING ACTIVITIES (UNAUDITED) (cont.)
The Company considered 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.
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 areas, which will be in effect until their corresponding termination dates. See Note 35.f.1) to the Audited Consolidated Financial Statements.
Future production costs include the estimated expenditures related to production of the proved reserves, plus any production taxes without consideration of future inflation. Future development costs include the estimated costs of drilling development wells and installation of production facilities, plus the net costs associated with dismantling and abandonment of wells, assuming year-end costs continue without consideration of future inflation. Future income taxes were determined by applying statutory rates to future cash inflows less future production costs and less depreciation of the properties involved. The present value was determined by applying a discount rate of 10% per year to the annual future net cash flows.
The standardized measure does not purport to be an estimate of the fair market value of the Group’s proved reserves. An estimate of fair value would also take into account, among other things, the expected recovery of reserves in excess of proved reserves, anticipated changes in future prices and costs and a discount factor representative of the time value of money and the risks inherent in producing oil and gas.
| 2025 | 2024 | 2023 | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Consolidated standardized measure of<br> <br>discounted future net cash flows | Argentina | Other foreign | Worldwide | Argentina | Other foreign | Worldwide | Argentina | Other foreign | Worldwide | |||||||||
| Future cash inflows | 52,831 | - | 52,831 | 46,028 | - | 46,028 | 41,735 | - | 41,735 | |||||||||
| Future production costs | (17,350) | - | (17,350) | (18,294) | - | (18,294) | (18,683) | - | (18,683) | |||||||||
| Future development costs | (12,278) | - | (12,278) | (9,090) | - | (9,090) | (11,136) | - | (11,136) | |||||||||
| Future income tax expenses | (5,758) | - | (5,758) | (7,594) | - | (7,594) | (3,396) | - | (3,396) | |||||||||
| 10% annual discount for estimated timing of cash flows | (8,185) | - | (8,185) | (4,787) | - | (4,787) | (4,013) | - | (4,013) | |||||||||
| Total standardized measure of discounted future net cash flows | 9,260 <br>(1) | - | 9,260 | 6,263 | - | 6,263 | 4,507 | - | 4,507 | |||||||||
| (1) | Includes balances corresponding to SC Gas S.A.U. and Vaca Muerta Inversiones S.A.U., see Note 3 to the Audited Consolidated Financial Statements. | |||||||||||||||||
| --- | --- |
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S - 17
SUPPLEMENTAL INFORMATION ON OIL AND GAS PRODUCING ACTIVITIES (UNAUDITED) (cont.)
Changes in the standardized measure of discounted future net cash flows
The following table reflects the changes in standardized measure of discounted future net cash flows for the years ended December 31, 2025, 2024 and 2023:
| 2025 | 2024 | 2023 | ||||
|---|---|---|---|---|---|---|
| Beginning of year | 6,263 | 4,507 | 7,102 | |||
| Sales and transfers, net of production costs | (2,701) | (515) | (1,819) | |||
| Net change in sales and transfer prices, net of future production costs | (8,192) | (2,672) | (1,624) | |||
| Changes in reserves and production rates (timing) | (3,627) | (1,761) | (1,390) | |||
| Net changes for extensions, discoveries and improved recovery | 16,313 | 7,922 | 2,782 | |||
| Changes in estimated future development and abandonment costs | (3,385) | (1,738) | (3,734) | |||
| Development costs incurred during the year that reduced future development costs | 1,936 | 1,777 | 1,996 | |||
| Accretion of discount | 546 | 525 | 984 | |||
| Net change in income taxes | 2,107 | (1,783) | 211 | |||
| Others | - | 1 | (1) | |||
| End of year | 9,260 <br>(1) | 6,263 | 4,507 | |||
| (1) | Includes balances corresponding to SC Gas S.A.U. and Vaca Muerta Inversiones S.A.U., see Note 3 to the Audited Consolidated Financial Statements. | |||||
| --- | --- |
EX-2.(d)
Exhibit 2 (d)
DESCRIPTION OF RIGHTS OF EACH CLASS OF SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT
As of December 31, 2025, the registrant had the following series of securities registered pursuant to Section 12 of the U.S. Securities Exchange Act of 1934, as amended:
| Title of each class | Name of each exchange on whichregistered |
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| Class D shares | New York Stock Exchange * |
| American Depositary Shares, each representing one Class D share,<br><br><br><br> <br>par value 10 pesos per share | New York Stock Exchange |
* Not for trading purposes, but only in connection with the trading on the New York Stock Exchange of American Depositary Shares representing those Class D shares.
The Bank of New York Mellon, as depositary (“Depositary”), registers and delivers American Depositary Shares, also referred to as ADSs. Each ADS represents one Class D share. Each ADS also represents any other securities, cash or other property which may be held by the Depositary. The deposited shares together with any other securities, cash or other property held by the Depositary are referred to as the deposited securities. The Depositary’s office at which the ADSs are administered and its principal executive office are located at 240 Greenwich Street, New York, NY 10286, United States. The ADSs are listed on the NYSE under the trading symbol “YPF”. which trading began on June 28, 1993.
According to data provided by the Depositary, 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.
You may hold ADSs either (i) directly (a) by having an American Depositary Receipt, also referred to as an ADR, which is a certificate evidencing a specific number of ADSs, registered in your name, or (b) by having uncertificated ADSs registered in your name, or (ii) indirectly by holding a security entitlement in ADSs through your broker or other financial institution that is a direct or indirect participant in the Depository Trust Company (“DTC”). If you hold ADSs directly, you are a registered ADS holder, also referred to as an ADS holder. This description assumes you are an ADS holder. If you hold the ADSs indirectly, you must rely on the procedures of your broker or other financial institution to assert the rights of ADS holders described in this section. You should consult with your broker or financial institution to find out what those procedures are.
Registered holders of uncertificated ADSs will receive statements from the Depositary confirming their holdings.
As an ADS holder, we will not treat you as one of our shareholders and you will not have shareholder rights. Argentine law governs shareholder rights. The Depositary will be the holder of the Class D shares underlying your ADSs. As a registered holder of ADSs, you will have ADS holder rights. A deposit agreement (“Deposit Agreement”) among us, the Depositary, ADS holders and all other persons indirectly or beneficially holding ADSs sets out ADS holder rights as well as the rights and obligations of the Depositary. New York law governs the Deposit Agreement and the ADSs.
When required in order to comply with applicable laws and regulations or our by-laws, we may from time to time request certain information from you relating to: (i) the capacity in which you hold ADSs; (ii) the identity of any holder or other persons or entities then or previously interested in those American Depositary Shares and the nature of those interests; and (iii) any other matter where disclosure of such matter is required for that compliance. The following is a summary of the material provisions of the Deposit Agreement. For more complete information, you should read the entire Deposit Agreement and the form of ADR. You can find a copy of the Deposit Agreement in the report on Form F-6 filed by us with the SEC on March 1, 2022.
Deposit, withdrawal and cancellation
How are ADSs issued?
The Depositary will deliver ADSs if you or your broker deposits Class D shares or evidence of rights to receive Class D shares with the custodian. Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, the Depositary will register the appropriate number of ADSs in the names you request and will deliver the ADSs to the persons you request.
How do ADS holders cancel ADSs and obtain shares?
If you surrender ADSs to the Depositary, upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, the Depositary will deliver the Class D shares and any other deposited securities underlying the surrendered ADSs to you or a person you designate at the office of the custodian. Or, at your request, risk and expense, the Depositary will deliver the deposited securities at its office, if feasible. The Depositary may charge you a fee and its expenses for instructing the custodian regarding delivery of deposited securities.
How do ADS holders interchange between certificated ADSs and uncertificated ADSs?
You may surrender your ADR to the Depositary for the purpose of exchanging your ADR for uncertificated ADSs. The Depositary will cancel that ADR and will send to the ADS holder a statement confirming that the ADS holder is the registered ADS holder of the same number of uncertificated ADSs. Upon receipt by the Depositary of a proper instruction from a registered ADS holder of uncertificated ADSs requesting the exchange of uncertificated ADSs for certificated ADSs, the Depositary will cancel those uncertificated ADSs, and register and deliver to the ADS holder an ADR evidencing the same number of certificated ADSs.
Requirements for Depositary actions
Before the Depositary will deliver or register a transfer of ADSs, make a distribution on ADSs, or permit withdrawal of shares, the Depositary may require:
| • | Payment of stock transfer or other taxes or other governmental charges and transfer or registration fees charged by third<br>parties for the transfer of any shares or other deposited securities. |
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| • | Satisfactory proof of the identity and genuineness of any signature or other information it deems necessary.<br> |
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| • | Compliance with regulations it may establish, from time to time, consistent with the Deposit Agreement, including<br>presentation of transfer documents. |
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The Depositary may refuse to deliver ADSs or register transfers of ADSs when the transfer books of the Depositary or our transfer books are closed or at any time if the Depositary or we think it advisable to do so.
Your right to receive the shares underlying your ADSs
ADS holders have the right to cancel their ADSs and withdraw the underlying shares at any time except:
| • | When temporary delays arise because: (i) the Depositary has closed its transfer books or we have closed our transfer<br>books; (ii) the transfer of shares is blocked to permit voting at a shareholders’ meeting; or (iii) we are paying a dividend on our shares. |
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| • | When you owe money to pay fees, taxes and similar charges. |
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| • | When it is necessary to prohibit withdrawals in order to comply with any laws or governmental regulations that apply to<br>ADSs or to the withdrawal of shares or other deposited securities. |
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This right of withdrawal may not be limited by any other provision of the Deposit Agreement.
Dividends
Under our by-laws, 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. No preferred shares have been issued by YPF as the date of this annual report.
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 (see “Item 10. Additional information—Dividends—Amount available for dividends distribution”. The directors and 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. See “Item 10. Additional information—Dividends—Amount available for dividends distribution”.
For information about our distributions of dividends (if any), see “Item 10. Additional Information—Dividends”.
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 the 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 (“consejo de vigilancia”) 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 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.
Under our bylaws, YPF’s liquid and realized profits are applied as follows:
| (i) | At least 5% of the net income, plus (less) prior fiscal year adjustments, is segregated to build the legal reserve<br>until such reserve is equal to 20% of our subscribed capital. |
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| (ii) | An amount is segregated to pay the accrued fees of the members of the Board of Directors and of the Supervisory<br>Committee. See “Item 6. Directors, Senior Management and Employees—Management of the Company—Board of Directors—Compensation of members of our Board of Directors”. |
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| (iii) | An amount is segregated to pay dividends on preferred stock, if any; and to unpaid cumulative dividends, as the case<br>may be (YPF does not currently have preferred stock). |
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| (iv) | The remainder, in whole or in part may be distributed as dividends to common shareholders or allocated for voluntary or<br>contingent reserves or otherwise as determined by the shareholders’ meeting. |
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Our Board of Directors submits YPF’s statutory financial statements in Argentine pesos for the closed fiscal year, together with reports thereon by the Supervisory Committee and the 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 applicable 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”.
How will you receive dividends and other distributions on the shares?
The Depositary has agreed to pay or distribute to ADS holders the cash dividends or other distributions it or the custodian receives on shares or other deposited securities, upon payment or deduction of its fees and expenses. You will receive these distributions in proportion to the number of shares your ADSs represent.
| (i) | Cash: The Depositary will convert any cash dividend or other cash distribution we pay on the shares into U.S. dollars,<br>if it can do so on a reasonable basis and can transfer the U.S. dollars to the United States. If that is not possible or if any government approval is needed and cannot be obtained, the Deposit Agreement allows the Depositary to distribute the<br>foreign currency only to those ADS holders to whom it is possible to do so. It will hold the foreign currency it cannot convert for the account of the ADS holders who have not been paid. It will not invest the foreign currency and it will not be<br>liable for any interest. Before making a distribution, any withholding taxes, or other governmental charges that must be paid will be deducted. See “Item 10. Additional Information—Taxation”. The Depositary will distribute only<br>whole U.S. dollars and cents and will round fractional cents to the nearest whole cent. If the exchange rates fluctuate during a time when the Depositary cannot convert the foreign currency, you may lose some of the value of the distribution.<br> |
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| (ii) | Shares: The Depositary may distribute additional ADSs representing any shares we distribute as a dividend or free<br>distribution. The Depositary will only distribute whole ADSs. It will sell shares which would require it to deliver a fraction of an ADS (or ADSs representing those shares) and distribute the net proceeds in the same way as it does with cash. If the<br>Depositary does not distribute additional ADSs, the outstanding ADSs will also represent the new shares. The Depositary may sell a portion of the distributed shares (or ADSs representing those shares) sufficient to pay its fees and expenses in<br>connection with that distribution. |
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| (iii) | Rights to purchase additional shares: If we offer holders of our securities any rights to subscribe for additional<br>shares or any other rights, the Depositary may (a) exercise those rights on behalf of ADS holders, (b) distribute those rights to ADS holders; or (c) sell those rights and distribute the net proceeds to ADS holders, in each case after<br>deduction or upon payment of its fees and expenses. To the extent the Depositary does not do any of those things, it will allow the rights to lapse. In that case, you will receive no value for them. The Depositary will exercise or distribute rights<br>only if we ask it to and provide satisfactory assurances to the Depositary that it is legal to do so. If the Depositary will exercise rights, it will purchase the securities to which the rights relate and distribute those securities or, in the case<br>of shares, new ADSs representing the new shares, to subscribing ADS holders, but only if ADS holders have paid the exercise price to the Depositary. U.S. securities laws may restrict the ability of the Depositary to distribute rights or ADSs or<br>other securities issued on exercise of rights to all or certain ADS holders, and the securities distributed may be subject to restrictions on transfer. |
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| (iv) | Other distributions: The Depositary will send to ADS holders anything else we distribute on deposited securities by any<br>means it thinks is legal, fair and practical. If it cannot make the distribution in that way, the Depositary has a choice. It may decide to sell what we distributed and distribute the net proceeds, in the same way as it does with cash. Or it may<br>decide to hold what we distributed, in which case ADSs will also represent the newly distributed property. However, the Depositary is not required to distribute any securities (other than ADSs) to ADS holders unless it receives satisfactory evidence<br>from us that it is legal to make that distribution. The Depositary may sell a portion of the distributed securities or property sufficient to pay its fees and expenses in connection with that distribution. U.S. securities laws may restrict the<br>ability of the Depositary to distribute securities to all or certain ADS holders, and the securities distributed may be subject to restrictions on transfer. |
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The Depositary is not responsible if it decides that it is unlawful or impractical to make a distribution available to any ADS holders. We have no obligation to register ADSs, shares, rights or other securities under the Securities Act. We also have no obligation to take any other action to permit the distribution of ADSs, shares, rights or anything else to ADS holders. This means that you may not receive the distributions we make on our shares or any value for them if it is illegal or impractical for us to make them available to you.
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 veto 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; (ii) approve any acquisition of shares by a third-party representing more than 50% of YPF S.A.’s capital; (iii) transfer to third parties all the 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 production activities; (iv) voluntarily dissolve YPF S.A.; (v) transfer our legal or fiscal domicile outside 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
Pursuant to our by-laws, each Class A, Class B, Class C and Class D share entitles the holder thereof to one vote at any shareholders’ meeting of YPF, except those specific procedures apply to the election of Directors. See “Item 10. Additional information—Directors—Election of Directors”. The Depositary has agreed that, as soon as practicable after receipt of a notice of any shareholders’ meeting of YPF, 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 or not 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.
Class D shares acquisitions: Reporting requirements
Pursuant to our by-laws, 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 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 the regulations of CNV, 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 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 in the shareholders’ meetings of YPF S.A.
Similar information is required to be submitted to 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.
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 by-laws, 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 ADRs 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 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 and a newspaper of wide circulation in Argentina. Pursuant to our by-laws, 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<br>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.<br> |
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| • | Any non-preempted Class B shares will be assigned to those provinces that<br>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<br>and indicated their intention to exercise accretion rights with respect to any non-preempted Class B shares. |
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| • | Any non-preempted Class C shares will be assigned to any PPP participants<br>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<br>rights and indicated their intention to exercise accretion rights with respect to any non-preempted Class C shares. |
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| • | Any non-preempted Class D shares will be assigned to holders of Class D<br>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<br>exercise accretion rights. |
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The term for exercise of accretion rights is the same as that fixed for exercising preemptive rights.
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, 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. Pursuant to Capital Markets Law No. 26,831 and to the CNV Rules, both applicable to YPF S.A., foreign companies that are shareholders of YPF may participate and vote in the shareholders’ meetings through duly authorized attorneys in fact.
Tender and exchange offers, redemption, replacement or cancellation of deposited securities
The Depositary will not tender deposited securities in any voluntary tender or exchange offer unless instructed to do so by an ADS holder surrendering ADSs and subject to any conditions or procedures the Depositary may establish.
If deposited securities are redeemed for cash in a transaction that is mandatory for the Depositary as a holder of deposited securities, the Depositary will call for surrender of a corresponding number of ADSs and distribute the net redemption money to the holders of called ADSs upon surrender of those ADSs.
If there is any change in the deposited securities such as a sub-division, combination or other reclassification, or any merger, consolidation, recapitalization or reorganization affecting the issuer of deposited securities in which the Depositary receives new securities in exchange for or in lieu of the old deposited securities, the Depositary will hold those replacement securities as deposited securities under the Deposit Agreement. However, if the Depositary decides it would not be lawful and practical to hold the replacement securities because those securities could not be distributed to ADS holders or for any other reason, the Depositary may instead sell the replacement securities and distribute the net proceeds upon surrender of the ADSs.
If there is a replacement of the deposited securities and the Depositary will continue to hold the replacement securities, the depositary may distribute new ADSs representing the new deposited securities or ask you to surrender your outstanding ADRs in exchange for new ADRs identifying the new deposited securities.
If there are no deposited securities underlying ADSs, including if the deposited securities are cancelled, or if the deposited securities underlying ADSs have become apparently worthless, the depositary may call for surrender of those ADSs or cancel those ADSs upon notice to the ADS holders.
Deposit Agreement: Amendment and termination
How may the Deposit Agreement be amended?
The Deposit Agreement may at any time, and from time to time, be amended by agreement between us and the Depositary in any respect which we may deem necessary or desirable. Any amendment which shall impose or increase any fees or charges (other than taxes and other governmental charges, registration fees, cable (including SWIFT) or facsimile transmission costs, delivery costs or other such expenses), or which shall otherwise prejudice any substantial existing right of the ADS holders, shall, however, not become effective until the expiration of 30 days after notice of such amendment shall have been given to the ADS holders.
Every ADS holder at the time any amendment so becomes effective, shall be deemed, by continuing to hold ADSs or any interest therein, to consent and agree to that amendment and to be bound by the Deposit Agreement as amended thereby. In no event shall any amendment impair the right of the ADR holder to surrender ADSs and receive delivery of the deposited securities represented thereby, except in order to comply with mandatory provisions of applicable law.
How may the Deposit Agreement be terminated?
We may initiate termination of the Deposit Agreement by notice to the Depositary. The Depositary may initiate termination of the Deposit Agreement if: (i) at any time 60 days shall have expired after the Depositary delivered us a written resignation notice and a successor Depositary has not been appointed and accepted its appointment as provided in Section 5.04 of the Deposit Agreement; or (ii) a termination option event (as defined in the Deposit Agreement) has occurred. If termination of the Deposit Agreement is initiated, the Depositary shall disseminate a notice of termination to the holders of all ADSs then outstanding setting a date for termination, which shall be at least 90 days after the date of that notice, and the Deposit Agreement shall terminate on that termination date.
Jury trial waiver
The Deposit Agreement provides that, to the extent permitted by law, ADS holders waive the right to a jury trial of any claim they may have against us or the Depositary arising out of or relating to our shares, the ADSs or the Deposit Agreement, including any claim under the U.S. federal securities laws. If we or the Depositary opposed a jury trial demand based on the waiver, the court would determine whether the waiver was enforceable in the facts and circumstances of that case in accordance with applicable case law. You will not, by agreeing to the terms of the Deposit Agreement, be deemed to have waived our or the Depositary’s compliance with U.S. federal securities laws or the rules and regulations promulgated thereunder.
Each holder of ADSs may be required from time to time to provide certain information, including proof of taxpayer status, residence and beneficial ownership (as applicable), from time to time and in a timely manner as we, the depositary or the custodian may deem necessary or proper to fulfill obligations under applicable law.
Limitations on obligations and liability
The Deposit Agreement expressly limits our obligations and the obligations of the Depositary. It also limits our liability and the liability of the Depositary. We and the Depositary:
| • | Are only obligated to take the actions specifically set forth in the Deposit Agreement without negligence or bad faith.<br> |
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| • | Are not liable if we are or it is, directly or indirectly, prevented from, forbidden to or delayed in, or could be<br>subject to any civil or criminal penalty on account of doing or performing and therefore does not do or perform, any act or thing that, by the terms of the Deposit Agreement or the deposited securities, it is provided shall be done or performed.<br> |
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| • | Are not liable if we or it exercises, or fails to exercise, any discretion provided for under the Deposit Agreement<br>(including any determination by the Depositary or us, to take, or not take, any action that the Deposit Agreement provides the Depositary or us, as the case may be, may take). |
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| • | Are not liable for the inability of any holder to benefit from any distribution, offering, right or other benefit that is<br>made available to holders of deposited securities but is not, under the terms of the Deposit Agreement, made available to holders. |
| --- | --- |
| • | Are not liable for any special, consequential or punitive damages for any breach of the terms of the Deposit Agreement.<br> |
| --- | --- |
| • | Have no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any deposited<br>securities or in respect of the ADSs on behalf of any ADS holder or any other person. |
| --- | --- |
| • | Are not liable for any action or non-action by it in reliance upon the advice of<br>or information from legal counsel, accountants, any person presenting shares for deposit, any ADS holder or any other person believed by it in good faith to be competent to give such advice or information. |
| --- | --- |
| • | Are not liable for relying upon, any written notice, request, direction or other document believed by it to be genuine<br>and to have been signed or presented by the proper party or parties, including any written notice, request, direction or other document delivered by electronic mail. |
| --- | --- |
| • | The Depositary shall not be liable for any acts or omissions made by a successor Depositary whether in connection with a<br>previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary<br>performed its obligations without negligence or bad faith while it acted as Depositary. |
| --- | --- |
| • | The Depositary shall not be responsible for any failure to carry out any instructions to vote any of the deposited<br>securities, or for the manner in which any such vote is cast or the effect of any such vote, provided that any such action or non-action is in good faith. |
| --- | --- |
| • | Are not liable for the acts or omissions of any securities depository, clearing agency or settlement system in connection<br>with or arising out of book-entry settlement of ADSs or deposited securities or otherwise. |
| --- | --- |
Further, the Depositary has no duty to make any determination or provide any information as to our tax status. Neither we nor the Depositary have any liability for any tax consequences that may be incurred by ADS holders as a result of owning or holding ADSs. In addition, neither we nor the Depositary shall be liable for the inability or failure of an ADS holder to obtain the benefit of a foreign tax credit, reduced rate of withholding or refund of amounts withheld in respect of tax or any other tax benefit.
In the Deposit Agreement, we and the Depositary agree to indemnify each other under certain circumstances.
Direct Registration System
In the Deposit Agreement, all parties to the Deposit Agreement acknowledge that the DTC Direct Registration System, also referred to as DRS, and Profile Modification System, also referred to as Profile, will apply to the ADSs upon acceptance thereof to DRS by DTC. DRS is the system administered by DTC that facilitates interchange between registered holding of uncertificated securities and holding of security entitlements in those securities through DTC and a DTC participant. Profile is a required feature of DRS that allows a DTC participant, claiming to act on behalf of an ADS Holder, to direct the Depositary to register a transfer of those ADSs to DTC or its nominee and to deliver those ADSs to the DTC account of that DTC participant without receipt by the Depositary of prior authorization from the ADS holder to register that transfer.
In connection with DRS/Profile, the parties to the Deposit Agreement understand that the Depositary will not determine whether the DTC participant that is claiming to be acting on behalf of an ADS holder in requesting registration of transfer and delivery as described in the paragraph above has the actual authority to act on behalf of that ADS holder (notwithstanding any requirements under the Uniform Commercial Code). In the Deposit Agreement, the parties agree that the Depositary’s reliance on and compliance with instructions received by the Depositary through the DRS/Profile and otherwise in accordance with the Deposit Agreement will not constitute negligence or bad faith on the part of the Depositary.
Shareholder communications: Inspection of register of holders of ADSs
The Depositary will make available for your inspection at its office any reports and communications including any proxy solicitation material, that it receives from us as a holder of deposited securities that we make generally available to holders of deposited securities, including any proxy soliciting material. We shall furnish reports and communications, including any applicable proxy soliciting material, to the Depositary in English, to the extent those materials are required to be translated into English pursuant to any regulations of the CNV. The Depositary will send you copies of those communications or otherwise make those communications available to you if we request to. The Depositary shall keep a register of all ADS holders and all outstanding ADSs, which shall be open to you for inspection at the Depositary’s office during regular business hours, but only for the purpose of communicating with ADS holders regarding our business or a matter related to the Deposit Agreement or the ADSs.
Memorandum and articles ofassociation
YPF S.A.’s by-laws were registered on February 5, 1991, under number 404 of the Book of Corporations number 108, volume “A” of the Public Registry of Commerce of the City of Buenos Aires, in charge of the General Inspection Justice (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 number 5,109 of the Book of Corporations number 113, volume “A”.
At a shareholders’ meeting 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 CEO. On March 15, 2024, This amendment was registered in the Public Registry of Commerce of the 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 following activities:
| • | Survey, exploration and exploitation activities of liquid and/or gaseous hydrocarbon fields and other minerals.<br> |
|---|---|
| • | Industrialization, transportation and commercialization of these products and of the direct or indirect by-products thereof, including petrochemical and chemical products, whether by-products of hydrocarbons or not. |
| --- | --- |
| • | Generation of electricity from hydrocarbons. |
| --- | --- |
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 operation complementary to its industrial and commercial activities, or any such operation as shall be necessary for the fulfillment of its purposes. For a better discharge of these purposes, YPF S.A. shall be entitled to create, associate with, or participate in private or public entities domiciled in the country or abroad, to the extent permitted by our bylaws.
For a detailed description of YPF S.A.’s corporate purpose, see “Item 4. Information on the Company”.
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 provision 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 the first two paragraphs of 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, and in an Argentine newspaper of wide circulation for 5 days and also in the bulletin of the Buenos Aires Stock Exchange, 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 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 in which such same special majority is required.
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. YPF S.A. will issue to each shareholder a deposit certificate required for admission into the meeting. 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 foreign companies for the exercise of their voting rights see “Item 10. Additional information—Preemptive and accretion rights”.
According to Article 62 Bis of the Capital Markets Law and to the CNV Rules, foreign companies may vote in shareholders’ meetings by a duly authorized attorney in fact.
Directors, members of the Supervisory Committee and senior managers 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 the above paragraph. 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 by-laws or its internal regulation, may be held jointly and severally liable for damages to YPF S.A. or to other third parties, including shareholders.
The affirmative vote of our majority is needed to adopt certain resolutions of YPF S.A.
Foreign Investment Legislation
Under the Argentine Foreign Investment Law, 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, 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) or rural land by foreign individuals or legal entities according to Law No. 26,737 (as amended and supplemented from time to time), is not restricted, and no prior approval is required to make foreign investments. 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.”).
EX-11.1
Exhibit 11.1
CODE OF ETHICS AND CONDUCT
INDEX
| PURPOSE | 3 |
|---|---|
| HOW DO WE WANT TO DEVELOP OUR ACTIVITY? | 4 |
| Our Values | 4 |
| We act with integrity | 5 |
| We Do the Right Thing | 5 |
| Make Yourself Heard and File a Complaint in Good Faith | 5 |
| Zero Tolerance for Bribery and Corruption | 6 |
| Political Contributions | 7 |
| Interaction with the Public Sector | 7 |
| Undue Influence for Personal Benefit | 8 |
| Conflict of Interest | 8 |
| Gifts, Presents and Hospitality | 9 |
| Transparency in Information. Reliable Accounting and Reporting Records | 10 |
| Protection and Use of Company Resources | 11 |
| Knowing our Third Parties | 11 |
| Anti-Money Laundering and Terrorist Financing | 12 |
| Antitrust and Fair Trade Policy | 12 |
| Guidelines for Decision Making in the Face of an Ethical Challenge | 13 |
| We Create Value and Respect our Commitments | 14 |
| People: | 14 |
| Business: | 15 |
| Third Parties: | 15 |
| Guidelines to Enhance our Ethical Conduct: | 15 |
| We prioritize safety | 16 |
| Maintain the Workplace Safe and Protected | 16 |
| Confidentiality and Data Protection | 17 |
| Protection of our Employees’ Privacy | 19 |
| Use of Email and IT Tools | 19 |
| Security and Protection of Privacy in the Workplace | 19 |
| Insider Information | 19 |
| Protection of Assets and Reputation | 20 |
| We are committed to caring for the environmental and respect for communities | 21 |
| We value teamwork and integration | 21 |
| RESPONSIBILITY IN EXTERNAL COMMUNICATION | 22 |
| Speaking on Behalf of the Company | 22 |
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| Responsible Use of Social Networks and Other Media | 22 |
|---|---|
| MEASURES APPLICABLE IN CASE OF NON-COMPLIANCE | 23 |
| ETHICS COMMITTEE | 23 |
| COMPLIANCE | 23 |
| Final Words | 24 |
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CODE OF ETHICS AND CONDUCT
PURPOSE
Our Code of Ethics and Conduct represents the values, principles and rules that guide us in carrying out our activities and business, to rise to the challenges of our organization with the highest national and international standards in ethics and transparency.
The purpose of this Code is to bring to each of the people who make up YPF, the standards that we as a company observe in building our corporate culture of integrity, based on ethical values that are essential for maintaining an economically, environmentally, and socially profitable and sustainable business. This Code will also guide us towards getting to know and understanding the policies and principles that define how we want to do business and that guide our decision-making processes, help us make informed and consistent decisions so that those of us at YPF can live and embrace the conduct and standards of integrity that we expect as a company.
This Code of Ethics and Conduct applies to all of us at YPF, as well as to its wholly-owned companies^1^, contractors, subcontractors, suppliers, consultants and all third parties with whom we interact.
Business activities firmly supported in ethics, integrity and transparency are vital for our company. All of us who are part of YPF, and our third parties, are essential in developing our activities. Therefore, we require all parties involved to comply with applicable laws and regulations, respect human rights and diversity, corporate ethical values, this Code of Ethics and Conduct and other corporate policies that make up our Integrity Program.
It should be noted that all the people who make YPF have the obligation to annually accept this Code of Ethics and Conduct.
^1^ This Code of Ethics and Conduct shall apply to those wholly-owned companies of YPF S.A. that do not have their own Code of Ethics and Conduct. Likewise, the Code of Ethics and Conduct of each wholly-owned company shall follow the fundamental guidelines presented in this Code.
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CODE OF ETHICS AND CONDUCT
HOW DO WE WANT TO DEVELOP OUR ACTIVITY?
This Code of Ethics and Conduct is our way of expressing how we want to live our values and conduct our business. With it we seek to reaffirm our commitment to the construction and continuous strengthening of a robust ethical culture in the company, supported by the principles, values and standards that guide the way we act. As members of YPF, it is our responsibility to know, put into practice and respect the principles, values, and standards of this Code, and report any breach of these that we may become aware of.
Our Values
❖ We act with integrity: We work ethically, transparently, and honestly. We share accurate and reliable information. We are responsible and comply with applicable regulations, standards, and best practices.
❖ We create value and respect our commitments: We are people of integrity and responsibility, and we honor our commitments to ourselves, our customers and third parties. Respect and professionalism in what we do are essential in achieving sustainable and profitable results. We add value with comprehensive energy solutions.
❖ We prioritizesafety: We protect people and their environment.
We look after the company’s information, assets, and reputation.
❖ We are committed to caring for theenvironment and respect for communities: We generate reliable and competitive energy, integrating the preservation of the environment into our business practices. We respect and build strong relationships with communities. We promote environmental awareness and the efficient use of resources.
❖ We value teamwork and integration: We build diverse and effective teams that contribute to innovation and profitability. We promote a respectful work environment, good treatment, free from discrimination, promoting productivity, operational excellence and enhancing the Company’s reputation.
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CODE OF ETHICS AND CONDUCT
We act with integrity
We work ethically, transparently, and honestly. We share accurate and reliable information. We are responsible and comply withapplicable regulations, standards, and best practices.
We Do the Right Thing
Integrity is the guiding principle through which we interpret and embody all of the values in our Code.
We are aware of and comply with the laws, regulations and standards that are applicable to the company by virtue of the activities we carry out. Acting with integrity means doing the right thing, in line with the highest ethical standards.
Make Yourself Heard and File a Complaint in Good Faith.
At YPF we are committed to listening to you and maintaining the confidentiality of your complaint.
Those of us who make up YPF have the duty and the right to speak up when confronted with a behavior or situation that could represent a breach of this Code, its associated corporate policies, and/or the law.
YPF guarantees security, confidentiality, the choice to remain anonymous and that no type of retaliation will arise in the development of labor/or contractual relationships of those who file a complaint in good faith.
Every person who makes a complaint has an obligation to maintain the confidentiality of their complaint. Furthermore, all people involved and/or interviewed during a complaint investigation process also have an obligation to maintain confidentiality. Disclosure and/or loss of confidentiality of any part of the complaint management and investigation process may involve the application of non-compliance measures.
There are various channels available for you to makeyourself heard and file your complaint:
| • | In person: have a conversation with a representative from the Compliance<br> |
|---|
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Department investigation team;
| • | Ethics Hotline, online; |
|---|---|
| • | Ethics Hotline, by phone; |
| --- | --- |
| • | Ethics Committee, via email. |
| --- | --- |
Find information about the toll-free telephone number, the Ethics Hotline online link, and the Ethics Committee email address, by visiting the Ethics Space in Y-NET. If you are an external party to YPF, you can find this information in the Compliance section at https://www.ypf.com
(Read our Complaint Management and Investigation Policy and
our Anti-retaliation Policy)
Zero Tolerance for Bribery and Corruption
At YPF we have zero tolerance for bribery, both public and private, and corruption.
At YPF we are committed to conducting all of our activities with transparency, integrity, and responsibility in compliance with the Code, its associated corporate policies, and/or the applicable anti-corruption law and regulations. We have the responsibility and obligation to comply with this and to reject and report any act of bribery or corruption that we become aware of.
We do not, under any circumstance, consent to promise, offer, request, demand, delivery, and/or receipt of bribes, favors, or anyother form of corruption.
Bribery is the promise, offer, request, demand, delivery and/or receipt of money, anything of value and/or any benefit to influence a decision or behavior in order to give or receive an undue advantage.
Corruption can take on many forms and involves acting dishonestly or improperly in exchange for influence, advantage or benefit.
Facilitation payments are those payments made to public officials, whose objective is to ensure, advance or accelerate an action or procedure, within the framework of a procedure, regardless of their amount. Facilitation payments are prohibited at YPF.
We require all third parties to adhere to and comply with our Code, its associated
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CODE OF ETHICS AND CONDUCT
corporate policies, and/or the law, and especially our Anti-Corruption Policy for Business Partners, as well as the integrity clause that we include in the agreements we enter into, and the anti-corruption and integrity commitment statement.
(Read our Anti-Corruption Policy and the Anti-
Corruption Policy for Business Partners)
Examples of corruption: If you know about or find yourself involved in any of these situations, report it using one of the channels available:
• Speed up the provision of a services certification in exchange for an undue benefit.
• Pay or advance payment to whoever conducts an inspection so that they overlook insufficient procedures or regulations.
• Pay customs agents so that consumables lacking the proper customs documentation can enter our country and be used in our operations.
Political Contributions
Using company funds or resources, either directly or indirectly, to help finance political parties, political campaigns, political candidates, or their associates is prohibited. Therefore, the financing of election campaigns and/or contributions to political parties in any form is strictly prohibited.
(Read our Anti-Corruption Policy and our Donations and Social Investment
Actions Policy)
Interaction with the Public Sector
Our company interacts with the public sector exclusively according to our standards and principles and any other standards that may be applicable. We prevent any conduct, activity or behavior that could represent or be construed as seeking undue influence, advantage or benefit.
(Read our Policy on Interaction with Public Officials)
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Undue Influence for Personal Benefit
Do not use the authority, influence of your position, information and/or YPF resources for direct or indirect personal benefit.
Conflict of Interest
A conflict of interest occurs when a direct or indirect personal interest affects, or has the potential to affect, our objectivity or independent judgment in the course of our activities at the company, making it difficult to act in the best interests of YPF.
Personal interest is understood as any circumstance and/or situation based on a personal, family or sentimental relationship, friendship, similar activity and/or of any kind that may affect objectivity.
Those who are part of and/or provide a service and/or conduct an activity for YPF must refrain from incurring in situations that could give rise to a conflict of interest.
Having a conflict of interest does not constitute a breach of this Code, failure to declare it does.
If you have a conflict of interest, or believe that you may be facing a situation that could involve or lead to a conflict of interest, you must complete the Conflict of Interest Declaration. You can do this in the Compliance Portal by entering through the Ethical Space in the Y-NET or by completing the Conflict of Interest Declaration form available there.
If you have a question about a conflict of interest, contact the Compliance Department.
Those who are part of the Board of Directors must report the conflict of interest, or any doubt regarding the existence of a possible situation, to the Audit Committee.
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CODE OF ETHICS AND CONDUCT
Bear in mind that you must:
- Report close personal relationships, kinship and/or sentimental, with another person in the company.
- Inform the company about direct or indirect involvement of your own, your family members or close friends, with YPF’s supplier companies, clients, competitors, contractors and/or subcontractors.
- Abstain from making recommendations for YPF to do business with any company where you might have a personal interest, whether direct or indirect.
- - Report those situations in which, due to your role in the company, you should or could make decisions, intervene and/or carry out actions in relation to your immediate previous employer.
Some examples that could create a conflict of interest and should be reported:
-Business relations: you are an inspector of a contract with a company where someone in your family is an employee, director, or owner.
-Personal relationships: you have a close personal relationship, including but not limited to family, friends, or a romantic relationship, with anyone working for a competitor, or supplier/contractor of YPF, or with another employee of the company reporting to you or to whom you report directly or indirectly.
(Read our Conflict of Interest Policy)
Gifts, Presents and Hospitality
Delivering and accepting gifts, presents or hospitality could contribute towards building a business relationship. However, sometimes it may be difficult to maintain objectivity about the people or timing in which they are provided, and impartiality of the business relationship may be compromised by favoring or giving the appearance of corruption, bribery and/or facilitation payments.
It is important to do the right thing and set an example with our actions. The decisions we make regarding commercial relationships with third parties should be based on objective factors, such as cost, quality, value, compliance with time periods, service, among others.
If we decide to make or receive business or corporate gifts, these must not exceed the
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CODE OF ETHICS AND CONDUCT
amount established in our Gifts, Presents and Hospitality Policy. However, no gifts, presents and/or hospitality should be accepted or made, even of a smaller amount, when one’s objectivity or business, professional or administrative relationship could be affected.
We should return any and every gift and/or present whose market value exceeds the amount established in our Gifts, Presents and Hospitality Policy or when it affects objectivity. If the gift cannot be returned, it should be forwarded to Fundación YPF.
Invitations to participate in trips, business events, conventions, conferences, commercial presentations or technical courses must be authorized by senior management and be reported to the Compliance Department, if they exceed the value referred to in the Gift, Presents and Hospitality Policy.
Gifts may not be made to public officials, unless these are courtesy gifts or diplomatic custom, company merchandising and/or objects with institutional advertising, and are authorized by senior management. These must be reported to the Compliance Department, and an adequate record of such gifts must be kept.
(Read our Gifts, Presents, and Hospitality Policy)
Transparency in Information. Reliable Accounting and Reporting Records
We must disseminate truthful, transparent, and verifiable information about our operations and communicate it clearly, both internally and externally. To do this, we must take the necessary measures to ensure the transparency of the information and its security and integrity conditions at all levels.
All YPF transactions, including the breakdown of information required by accounting standards, must be accurately and reliably reflected in the applicable accounting record systems and/or those established by the Company for such purposes, kept in accordance with current legal provisions.
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CODE OF ETHICS AND CONDUCT
Protection and Use of Company Resources
Those of us at YPF are all responsible for the proper use of its assets, and we share the obligation to protect them against misuse, abuse, sabotage, or loss. The assets also include the corporate image and reputation of YPF.
In the course of our work, we have access to YPF resources that help us develop our activity, which take different forms: physical, electronic, financial and intangible, among others.
We must look after the assets that YPF assigns to us for the development of processes, businesses, and projects, adopting criteria and preventive actions to ensure their custody and integrity.
These resources include, among other, computers, Internet access, email, databases, industrial secrets, software, tools, equipment, company vehicles or corporate credit cards. YPF reserves the right to control and monitor the use of the assets assigned in accordance with the provisions established in current regulations.
(Read our specific Expense Policy and the Corporate
Travel Management Standard)
Knowing our Third Parties
The third parties with whom we interact (clients, vendors, suppliers, contractors, subcontractors, consultants, business partners, among others) may create responsibility or co-responsibility for our company. For this reason, it is essential to know our third parties.
When we contract, we must evaluate the integrity of the third parties with whom we interact in accordance with our Third Party Program and comply with our Third-Party Contracting Policy.
When conducting business with our company, third parties must comply with our Code, its associated corporate policies —including, but not limited to, our anti-corruption standards— and/or law, with nationally and internationally-recognized human rights principles, as well as with the applicable norms and standards regarding Diversity, Gender
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Equality, and Integration.
(Read our Third-Party Contracting Policy)
Anti-Money Laundering and Terrorist Financing
Money Laundering is a crime in which the proceeds of criminal activities are realized through a series of financial and non-financial transactions designed to hide the true origin of the funds, with the aim of giving them a lawful appearance. Terrorist financing consists of any economic action, aid or mediation that provides financial support to terrorist organizations or acts, and these resources may come from licit or illicit activities.
At YPF we have developed a set of standards, processes and procedures for continuous improvement that aim to minimize the risk that the Company’s products and services are used by third parties, by act or omission, to disguise or erase the origin, nature, location, ownership, or control of funds derived from illegal or illicit activities, or to finance terrorist organizations or activities.
We are committed to fighting against the crimes of money laundering and terrorist financing and we make our best efforts to ensure compliance with all applicable laws, regulations and international good practices regarding the prevention of money laundering and terrorist financing.
In this sense, it is the responsibility of those of us who make YPF to immediately report any unusual or suspicious operation in terms of money laundering and/or terrorist financing to the AML team through the available reporting channels.
Antitrust and Fair Trade Policy
We believe in the importance of fair competition within a framework of respect; therefore, we conduct our activities in full compliance with applicable antitrust, competition, and fair trade laws and regulations.
We are committed to complying with legal requirements to provide and obtain information about our competitors.
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CODE OF ETHICS AND CONDUCT
Guidelines for Decision Making in the Face of an Ethical Challenge
This guideline will help you evaluate decisions from an ethical perspective and with an attitude of integrity:
| • | Have I evaluated in detail the risks associated with the decision? |
|---|
It is important to carefully consider the risks and consequences of our actions, bearing in mind the short- and long-term impacts.
| • | Is it legal? Is it in line with company’s policies and spirit? We must ensure that the decision<br>is within the legal framework and in accordance with the company’s policies and values. |
|---|---|
| • | Am I acting for the good of the company? |
| --- | --- |
It is important that you consider whether the decision made contributes to the general well-being of the company and its long-term sustainable development. In that sense, reflect on how it will impact the reputation, integrity, and success of the organization.
| • | Would I feel proud of this decision if it were known by someone I respect, or by my family or friends,<br>my collaborators or co-workers? |
|---|
Consider how you would you feel if people you respect knew about your decision.
| • | Would I feel comfortable if this situation were disclosed in the media or on social networks?<br> |
|---|
Keep in mind how it could affect both you and the company’s image; and if you would feel comfortable facing disclosure in the media and social networks.
13
CODE OF ETHICS AND CONDUCT
We Create Value and Respect our Commitments
We are people of integrity and responsibility, and we honor our commitments to ourselves, our customers and third parties. Respect and professionalism in what we do are essential in achieving profitable and sustainable results. We add value with comprehensive energy solutions.
At YPF we are convinced that our growth and our results are enhanced when we honor our commitments to ourselves, to the company, to our customers and to all the third parties with whom we interact.
Building a collaborative work environment, where respect and trust predominate, is essential to promote the development and growth of our teams and the company. We build this climate at all times, setting an example with each of the actions we take.
We focus on the needs of all the people and third parties we affect, and we know that to add value, we must honor our commitments to them and put them at the center of everything we do.
Our continuous improvement with an eye to the future allows us to evolve as a company and continue to grow in human and professional quality to achieve the highest standards in our products and services.
The growth of the company, in its three dimensions: people, business, and third parties, is the responsibility of all of us at YPF. This is how we build our values - by following our passion for what we are and what we do.
People:
We are aware that our individual actions on a day-to-day basis have a significant impact on the overall development of the company. We pride ourselves in being a team of committed people who understand their role in the growth of the organization and therefore always act ethically because it is the right thing to do.
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CODE OF ETHICS AND CONDUCT
We value innovation and agility as part of our culture, constantly seeking to improve our processes and results, through the use of innovative ideas and modern technologies.
Business:
We are proud to be industry leaders. We recognize that when we work as a team, our energy is amplified. This is how we achieve results in an efficient, sustainable and professional manner. We know that the success of our business lies in developing our people and working together. This is how we leave our mark and achieve excellence.
Third Parties:
Third parties are our guiding light and therefore we respect them in every business, activity and interaction that we have, and focus all our actions to put them at the center, in order to be competitive and achieve the highest standards through our products and services.
We continually challenge ourselves to evolve and deliver better experiences with our customers in mind. Our goal is to understand your needs and expectations, seeking to add value with comprehensive solutions.
We value the trust our third parties place in us and work to ensure their information remains secure and confidential.
Guidelines to Enhance our Ethical Conduct:
• Know and apply this Code of Ethics and Conduct, our corporate policies and our resources when making a decision and/or identifying a problem.
• Transmit our knowledge, experience and good practices throughout the organization.
• Ask for help, advice and, if necessary, make yourself heard.
• Delegate to others on the basis of sound criteria and ensure they then take responsibility for their actions.
• Report undesirable or unethical conduct, as well as cases of non-compliance with this Code of Ethics and Conduct, the associated corporate policies and/or the law.
• Accompany and support our team-mates who are affected by the conduct of others who do not respect our Code of Ethics and Conduct.
15
CODE OF ETHICS AND CONDUCT
We prioritize safety
We protect people and their environment. We look after the company’s information, assets, and reputation.
At YPF, all the activities we carry out are based on operational excellence, in accordance with the guiding principles established in our regulations related to quality, environment and safety.
To ensure the safety, health and well-being of people, ensure the reliability and integrity of our assets and facilities, and preserve their environment, we apply and demand the highest standards in this matter. We convey this principle of action to the entire organization and to our third parties.
We train and monitor all levels of the organization in managing the risks and impacts of our assets, processes, businesses, and projects at all stages of their life cycle, including emergency response. We promote safety leadership at all levels of the organization, acting with operational discipline to strictly comply with internal regulations, and the applicable legal framework, and active participation in the continuous improvement of our safety management processes and systems.
We at YPF must all take responsibility for leading, respecting, complying with, and enforcing our company’s safety standards as well as its respective procedures, seeking —among others— to prevent accidents, harm to health, and a negative impact on the activities we conduct on a daily basis. Failure to comply with the regulations and in particular those related to the golden rules to save lives, may cause damage to you, your colleagues, third parties and/or company assets.
Maintain the Workplace Safe and Protected
Any behavior that could put employees at risk is prohibited, including violent acts, threats or other forms of intimidation. When observing substandard behavior or conditions that may potentially lead to a personal and/or industrial accident, you must stop the task or
16
CODE OF ETHICS AND CONDUCT
action in progress, evaluate the associated risks, and the mitigation and/or contingency measures and decide how to proceed. If you are aware of or are facing non-compliance with any of these situations, you must immediately report the situation to supervisor and report it through one of the available channels.
In accordance with regulations prohibiting the consumption of psychoactive substances in the workplace, the entry and/or use of knives and firearms or psychoactive substances in our company facilities is prohibited.
If you feel threatened, if you observe threatening behavior, or if you have knowledge that there is a weapon or forbidden substances on our premises, you must immediately report this to your supervisor, any representative of People and Culture and/or the department of Physical Security.
(Read the Policy for the Prevention of the Consumption of
Psychoactive Substances with an Impact on the Workplace)
Confidentiality and Data Protection
At YPF we understand that information is a key asset for the development of our activity. All information owned or controlled by the company that is not classified, is of a non-public nature and should be considered to be restricted (for example: YPF-Secret, YPF-Confidential or YPF-Private).
We mustmaintain the confidentiality and reserve of all of the information accessed as a result of conducting our activity at YPF. This also includes the information of staff, customers, or third parties. We must keep it confidential and adopt the necessary measures to collect, access and store this data in accordance with applicable regulations and prevent improper access.
Said information, except that which is classified as YPF-Public, cannot be read, discussed or displayed in any way in public places (such as restaurants, elevators, public transport, telephone conversations, social networks or in the presence of devices/applications that collect voice information). For example, we must refrain from disclosing information
17
CODE OF ETHICS AND CONDUCT
about YPF’s plans, investments, objectives, projects and strategic activities, technical, geological or IT knowledge, results and statistics; unless YPF has expressly issued prior authorization in writing in accordance with current regulations and procedures.
We have a Cybersecurity and Corporate Security Policy as well as a Cybersecurity and Information Asset Classification Standard, the purpose of which is to maintain the confidentiality, integrity, and availability of information by properly identifying and classifying it, in order to prevent exposure, loss, and/or corruption.
Similarly, if we make a report through our reporting channels or are part of an investigation process, we must keep and protect its confidentiality.
In the event of legal requirements (whether requests for information or testimonial subpoenas), the Legal Services Department must be notified and the Compliance Department must be informed of the situation in order to comply with the legal requirements, respect the confidentiality of the information and comply with this Code, its associated corporate policies and/or the law.
Those who terminate their relationship with YPF, regardless of the type and/or cause of termination, retain the duty to refrain from using and/or disclosing any type of confidential or privileged information obtained during their relationship with the company, in compliance with the regulations that may apply, as well as with what is established in the labor and/or contractual agreements, if any. The work done for YPF is the property of our company in its entirety. Upon termination of your employment with YPF, you must return any YPF-owned materials in your possession.
Failure to comply with the provisions of this Code may give rise to legal actions, including, among others, those provided for in Law No. 24,766 on precautionary measures to prevent unlawful acts or violations, as well as corresponding civil actions by the Company.
Here are some examples of situations where confidential information could be revealed and should not be published on social media or throughother mediums:
18
CODE OF ETHICS AND CONDUCT
| • | Upcoming marketing campaigns. |
|---|---|
| • | Development of new projects or businesses. |
| --- | --- |
| • | Casual references to your work or work trip plans that involve technical information.<br> |
| --- | --- |
| • | Reflections on the company’s performance. |
| --- | --- |
| • | References to pricing policies. |
| --- | --- |
Protection of our Employees’ Privacy
Information about our employees is confidential and should only be supplied to people who have been expressly authorized to handle it. Never share this type of information, unless you are sure it is appropriate in line with our policies and current legislation.
Use these principles as a guide:
| • | Limit the collection, transfer, and disclosure of personal information as set forth in our policies.<br> |
|---|---|
| • | Protect personal information and follow the conservation and destruction policies established by the<br>company. |
| --- | --- |
Use of Email and IT Tools
Email (Corporate Electronic Messaging Service) and IT tools are work tools to be used in a responsible manner and exclusively for the development of our work functions.
(Read our Cybersecurity and Corporate Security Policy -
Information Security Policy - Information Asset Classification Rule)
Security and Protection of Privacy in the Workplace
If you are using company networks or systems, regardless of the device, you should know that the information you send or receive is not personal information. All the information produced by and stored on YPF assets and systems is considered property of the company throughout its life cycle. Therefore, YPF reserves the right to access, download, print, inspect, copy, or disclose information at any time and without prior notice, in accordance with the legislation and regulations in force in the company.
Insider Information
If you have information that may affect the trading value of YPF’s securities, or the course of their trading, you must keep said information private. You may not disclose it neither
19
CODE OF ETHICS AND CONDUCT
directly nor indirectly, as established by the Internal Code of Conduct of YPF S.A. in the Context of the capital Markets.
Trading YPF’s securities based on insider information, or providing it to third parties is illegal and may give rise to legal action. Therefore, you must comply with the policies and limited periods for transactions that could be applicable under the circumstances affecting our company.
If you have any questions, you should direct them to the Corporate Governance area of the Vice Presidency of Legal Services.
(Read the Internal Code of Conduct of YPF S.A.
in the Context of the Capital Markets).
Protection of Assets and Reputation.
All of us who access, manage and/or use YPF’s assets are responsible for protecting the company’s assets from the different types of security threats that are projected on them, which include the concepts of Corporate Security and Cybersecurity with the objective of achieving a comprehensive vision of protection.
YPF’s assets include information assets, physical assets, financial assets, technological assets, and intangible assets (for example, image, reputation, etc.). Therefore, we are committed to protecting its assets as a whole in accordance with the highest industry standards, legal and regulatory requirements to which the company is subject, and internationally recognized best practices.
If you see a threat to YPF’s assets, or if you become aware of or observe threatening behavior, you must immediately report the situation to the Physical Security Department, the Compliance Department and/or file a complaint through the channels provided by the company.
(Read our Cybersecurity and Corporate Security Policy)
20
CODE OF ETHICS AND CONDUCT
We are committed to caring for the environmental and respect for communities
We generate reliable and competitive energy, integrating the preservation of the environment into our business practices. We respectand build strong relationships with communities. We promote environmental awareness and the efficient use of resources.
We are a full servicing energy company, focused on generating reliable, affordable, competitive, and resilient energy for the present and future of society. For this reason:
• We seek profitable growth with a focus on creating value and making the most of all the energy potential available.
• We conduct business as responsible corporate members, comply with applicable laws, and respect the rights of individuals in accordance with the legitimate function of our business and with a preventive and protective approach.
• Preserving the environment is an integral part of our business decisions and practices. We focus on the efficient and sustainable use of natural resources, seeking to prevent and minimize environmental impacts, and seeking continuous improvement of our environmental management.
• We focus on building solid and lasting relationships, with the communities where we conduct our activities, based on recognition, mutual respect, and constant dialog, and we aim to contribute to local development.
(Read the Quality,Environment, and Safety Policy)
We value teamwork and integration
We build diverse and effective teams that contribute to innovation and profitability. We promote a respectful work environment, goodtreatment, free from discrimination, promoting productivity, operational excellence and enhancing the Company’s reputation.At YPF, we focus on building high-performing teams where the diversity of skills, experiences, and uniquecharacteristics of each individual brings a variety of perspectives and approaches to problem solving, creative solutions, and decision making, in order to contribute to a more innovative and profitable company.
We promote equal opportunities so that all the people who make up YPF can develop and
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CODE OF ETHICS AND CONDUCT
reach their maximum professional potential, committed to generating value for the company.
We promote a work environment of good treatment, collaborative, with no discrimination and free of harassment or abuse at work,where people feel integrated and valued, both at YPF and in our value chain, promoting teams with a significant commitment, a positive impact on productivity and our reputation.
RESPONSIBILITY IN EXTERNAL COMMUNICATION
We communicate in many ways and through different mediums and social networks; everything we write or say can affect YPF’s reputation.
Speaking on Behalf of the Company
When we speak on behalf of YPF or its wholly-owned companies, we must provide only timely, reliable, accurate public information that is easy to understand.
You can only disclose corporate information if you have the specific permission to do so and following the procedures provided for this purpose. If the media contacts you, do not make any statements and refer them to the proper department in our company authorized to do so.
Responsible Use of Social Networks and Other Media
Social media platforms are channels that allow us to demonstrate the excellence of our businesses and products and strengthen the relationship with all the third parties with whom we interact. When you post information or an opinion as a member of YPF, you should act with respect, using good judgment.
Never, under any circumstances, publish secret, confidential,or private information about YPF, its customers, employees, or opinions that could be attributed to YPF.
Your personal social media accounts should be used responsibly. When you publish information or share opinions on your own behalf, do not use your status as an YPF member or any other reference that could attribute the published content to our company.
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CODE OF ETHICS AND CONDUCT
We must look after our reputation, making responsible use of social networks.
MEASURES APPLICABLE IN CASE OF NON-COMPLIANCE
The company may apply disciplinary sanctions in case of non.compliance with this Code of Ethics and Conduct, associated corporate policies, and/or the law. These sanctions may also involve termination of employment or the rescission of a contractual relationship, as the case may be, and they may also give rise to legal actions as appropriate. Furthermore, if someone in bad faith makes false reports or complaints, and/or lies or obstructs a related investigation, the same sanctions shall be applied.
Please note that compliance with all the points established in this Code of Ethics and Conduct is a condition of employment.
ETHICS COMMITTEE
Our Ethics Committee was created with the purpose of promoting the company’s ethical culture along with the Zero Tolerance for Bribery and Corruption guidelines in relation to the highest regulatory standards at a national and international level, in matters of ethics and integrity, and in accordance with the values and guidelines provided in this Code and its associated policies.
The Committee is composed of six members, who serve as Internal Auditor, Vice President of Legal Services, Vice President of People and Culture, Chief Compliance Officer, and two business representatives, who will be elected from those employees working in operational or business areas, and who hold a position no lower than an Executive Management, appointed by whoever holds the position of CEO of YPF S.A.
COMPLIANCE
We have an independent Compliance Department, with its own budget and autonomy, responsible for implementing and managing the Integrity Program and raising awareness of ethics and compliance throughout the organization. This area depends directly on the Audit Committee of the Board of Directors, being transversal to the entire company and prioritizing the independent nature of the area.
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CODE OF ETHICS AND CONDUCT
The main functions of the Compliance Department are to manage the Integrity Program, the Code of Ethics and Conduct and the policies and procedures that complement it; to contribute to the construction of the company’s ethical culture; and, as a strategic partner of the organization, to assist in the resolution of ethical dilemmas by providing guidance on the procedures applicable in the event of a specific action or an action potentially contrary to our Code of Ethics and Conduct and the company’s policies.
Final Words
Thank you for taking the time to read and understand our Code of Ethics and Conduct, your commitment builds the ethical culture of the company.
We ask that you apply and comply with our Code of Ethics and Conduct in the development of your activities and ensure that you always make the appropriate decision, in accordance with YPF’s ethical standards and integrity values.
#LoQueVosHacésHaceAYPF#HacemosYPFHaciendoLoCorrecto
24
EX-12.1
Exhibit 12.1
302 CERTIFICATION
I, Horacio Daniel Marín, certify that:
| 1. | I have reviewed this annual report on Form 20-F of YPF S.A.<br> |
|---|---|
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material<br>fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. |
| --- | --- |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly<br>present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report. |
| --- | --- |
| 4. | The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure<br>controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have: |
| --- | --- |
| (a) | Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under<br>our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared.<br> |
| --- | --- |
| (b) | Designed such internal control over financial reporting or caused such internal control over financial reporting to be<br>designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.<br> |
| --- | --- |
| (c) | Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our<br>conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation. |
| --- | --- |
| (d) | Disclosed in this report any change in the company’s internal control over financial reporting that occurred<br>during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting. |
| --- | --- |
| 5. | The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal<br>control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions): |
| --- | --- |
| (i) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial<br>reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information. |
| --- | --- |
| (ii) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the<br>company’s internal control over financial reporting. |
| --- | --- |
Date: March 26, 2026
| /s/ Horacio Daniel Marín |
|---|
| Horacio Daniel Marín |
| Chief Executive Officer |
EX-12.2
Exhibit 12.2
302 CERTIFICATION
I, Juan José Mata certify that:
| 1. | I have reviewed this annual report on Form 20-F of YPF S.A.<br> |
|---|---|
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material<br>fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. |
| --- | --- |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly<br>present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report. |
| --- | --- |
| 4. | The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure<br>controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have: |
| --- | --- |
| (a) | Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under<br>our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared.<br> |
| --- | --- |
| (b) | Designed such internal control over financial reporting or caused such internal control over financial reporting to be<br>designed under our supervision to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.<br> |
| --- | --- |
| (c) | Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our<br>conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| --- | --- |
| (d) | Disclosed in this report any change in the company’s internal control over financial reporting that occurred<br>during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and |
| --- | --- |
| 5. | The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal<br>control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions): |
| --- | --- |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial<br>reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and |
| --- | --- |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the<br>company’s internal control over financial reporting. |
| --- | --- |
Date: March 26, 2026
| /s/ Juan José Mata |
|---|
| Juan José Mata |
| Vice President of Administration and Reporting<br><br><br>(Principal Financial Officer) |
EX-13
Exhibit 13
906 CERTIFICATION
The certification set forth below is being submitted in connection with the annual report on Form 20-F for the year ended December 31, 2025 (the “report”) for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Section 1350 of Chapter 63 of Title 18 of the United States Code.
Horacio Daniel Marín, the Chief Executive Officer, and Juan José Mata, the Vice President of Administration and Reporting (Principal Financial Officer) of YPF S.A., each certifies that, to the best of their knowledge:
| 1. | The report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act.<br> |
|---|---|
| 2. | The information contained in the report fairly presents, in all material respects, the financial condition and results<br>of operations of YPF S.A. |
| --- | --- |
Date: March 26, 2026.
| /s/ Horacio Daniel Marín |
|---|
| Horacio Daniel Marín |
| Chief Executive Officer |
| /s/ Juan José Mata |
| --- |
| Juan José Mata |
| Vice President of Administration and Reporting<br><br><br>(Principal Financial Officer) |
EX-15.1
Exhibit 15.1
DeGolyer and MacNaughton
5001 Spring Valley Road
Suite 800 East
Dallas, Texas 75244
March 26, 2026
YPF Sociedad Anónima
Macacha Güemes 515
C1106BKK Buenos Aires
Argentina
Ladies and Gentlemen:
We hereby consent to the references to DeGolyer and MacNaughton and to the inclusion of and information derived from our report of third party dated February 5, 2026, containing our opinions regarding our estimates, as of December 31, 2025, of the proved oil, condensate, natural gas liquids, gasoline, marketable gas, and oil equivalent reserves of certain selected properties in Argentina in which YPF Sociedad Anónima (YPF S.A.) has represented it holds an interest as set forth under the headings “Item 4. Information on the Company–Business organization–Upstream–Oil and Gas Reserves–Internal controls on reserves and reserves audits” and “Item 19. Exhibits” and as Exhibit 15.2 in the Annual Report on Form 20-F of YPF S.A. for the year ended December 31, 2025, to be filed with the United States Securities and Exchange Commission.
Very truly yours,
\s\ DeGolyer and MacNaughton
DeGOLYER and MacNAUGHTON
Texas Registered Engineering Firm F-716
EX-15.2
Exhibit 15.2
D E G O L Y E R A N D M A C N A U G H T O N
500I SPRING VALLEY ROAD SUITE 800 EAST
DALLAS, TEXAS 75244
February 5, 2026
YPF Sociedad Anónima
Macacha Güemes 515
Ciudad Autónoma de Buenos
Aires Argentina
Ladies and Gentlemen:
Pursuant to your request, this report of third party presents an independent evaluation, as of December 31, 2025, of the extent of the estimated net proved oil, condensate, natural gas liquids (NGL), gasoline, and gas reserves of certain properties in which YPF Sociedad Anónima (YPF S.A.) has represented it holds an interest. This evaluation was completed on February 5, 2026. The properties evaluated herein are located in Argentina. YPF S.A. has represented that these properties account for approximately 100 percent on a net equivalent barrel basis of YPF S.A.’s net proved reserves as of December 31, 2025, and approximately 100 percent on a net equivalent barrel basis of YPF S.A.’s net proved undeveloped reserves as of December 31, 2025. The net proved reserves estimates have been prepared in accordance with the reserves definitions of Rules 4–10(a) (1)–(32) of Regulation S–X of the United States Securities and Exchange Commission (SEC). This report was prepared in accordance with guidelines specified in Item 1202 (a)(8) of Regulation S–K and is to be used for inclusion in certain SEC filings by YPF S.A.
Reserves estimates included herein are expressed as net reserves. Gross reserves are defined as the total estimated petroleum remaining to be produced from these properties after December 31, 2025. Net reserves are defined as that portion of the gross reserves attributable to the interests held by YPF S.A. after deducting all interests held by others.
Estimates of reserves should be regarded only as estimates that may change as further production history and additional information become available. Not
DEGOLYER AND MACNAUGHTON
only are such estimates based on that information which is currently available, but such estimates are also subject to the uncertainties inherent in the application of judgmental factors in interpreting such information.
The properties evaluated herein are listed in the following table:
| Basin<br><br><br>Area | Basin<br><br><br>Area |
|---|---|
| Austral | Neuquina – (Continued) |
| Magallanes | Filo Morado |
| Poseidón | La Amarga Chica |
| Cuyana | La Angostura Sur I |
| Refugio Tupungato | La Angostura Sur II |
| Golfo San Jorge | La Calera |
| Manantiales Behr | La Escalonada |
| Restinga Alí | La Ribera Bloque I |
| Neuquina | La Ribera Bloque II |
| Cañadon Vasco | La Yesera |
| Cerro Piedra-Cerro Guadal Norte | Las Tacanas |
| El Cordón | Lindero Atravesado |
| El Destino | Loma Alta Sur |
| Pico Truncado | Loma Amarilla Sur |
| Bajada de Añelo | Loma Campana |
| Bajo del Toro | Loma del Molle |
| Bajo del Toro Norte | Loma la Lata Central |
| Cañadón Amarillo | Loma la Lata Norte |
| Agua Salada | Los Caldenes |
| Aguada de Castro | Los Cavaos |
| Aguada de la Arena | Meseta Buena Esperanza |
| Aguada del Chañar | Narambuena |
| Aguada Pichana Este | Pampa de las Yeguas Bloque I |
| Aguada Pichana Oeste | Pampa Palauco |
| Aguada Toledo - Sierra Barrosa | Paso Bardas Norte |
| Aguada Villanueva | Piedras Negras - Señal Lomita |
| Bajada de Añelo | Puesto Hernández |
| Bajo del Toro | Puesto Molina |
| Bajo del Toro Norte | Punta Barda |
| Bandurria Sur | Rincon la Ceniza |
| Cajón de los Caballos | Rincón del Mangrullo |
| Cerro Arena | Río Negro Norte |
| Cerro Minas | Río Neuquén |
| Cerro Fortunoso | San Roque |
| Cerro Morado Este | Señal Picada |
| Chachahuen Sur | Sierra Chata |
| Chihuido Sierra Negra | Noroeste |
| CN VII | Acambuco |
| CNQ 7 | Aguaragüe |
| CNQ 7A | Ramos |
| Desfiladero Bayo | San Antonio Sur |
| El Orejano |
Information used in the preparation of this report was obtained from YPF S.A. In the preparation of this report we have relied, without independent verification,
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upon information furnished by YPF S.A. with respect to the property interests being evaluated, production from such properties, current costs of operation and development, current prices for production, agreements relating to current and future operations and sale of production, and various other information and data that were accepted as represented. A field examination was not considered necessary for the purposes of this report.
Definition of Reserves
Petroleum reserves estimated in this report are classified as proved. Only proved reserves have been evaluated for this report. Reserves classifications used by us in this report are in accordance with the reserves definitions of Rules 4–10(a) (1)–(32) of Regulation S–X of the SEC. Reserves are judged to be economically producible in future years from known reservoirs under existing economic and operating conditions and assuming continuation of current regulatory practices using established production methods and equipment. In the analyses of production-decline curves, reserves were estimated only to the limit of economic rates of production under existing economic and operating conditions using prices and costs consistent with the effective date of this report, including consideration of changes in existing prices provided only by contractual arrangements but not including escalations based upon future conditions. The petroleum reserves are classified as follows:
Proved 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 it will commence the project within a reasonable time.
(i) The area of the reservoir considered as proved includes:
(A) The area identified by drilling and limited by fluid contacts, if any, and (B) Adjacent undrilled portions of the reservoir that
DEGOLYER AND MACNAUGHTON
can, with reasonable certainty, be judged to be continuous with it and to contain economically producible oil or gas on the basis of available geoscience and engineering data.
(ii) In the absence of data on fluid contacts, proved quantities in a reservoir are limited by the lowest known hydrocarbons (LKH) as seen in a well penetration unless geoscience, engineering, or performance data and reliable technology establishes a lower contact with reasonable certainty.
(iii) Where direct observation from well penetrations has defined a highest known oil (HKO) elevation and the potential exists for an associated gas cap, proved oil reserves may be assigned in the structurally higher portions of the reservoir only if geoscience, engineering, or performance data and reliable technology establish the higher contact with reasonable certainty.
(iv) Reserves which can be produced economically through application of improved recovery techniques (including, but not limited to, fluid injection) are included in the proved classification when:
(A) Successful testing by a pilot project in an area of the reservoir with properties no more favorable than in the reservoir as a whole, the operation of an installed program in the reservoir or an analogous reservoir, or other evidence using reliable technology establishes the reasonable certainty of the engineering analysis on which the project or program was based; and (B) The project has been approved for development by all necessary parties and entities, including governmental entities.
(v) Existing economic conditions include prices and costs at which economic producibility from a reservoir is to be determined. The price shall be the average price during the 12-month period prior to the ending date of the period covered by the report, determined as an unweighted arithmetic average of the first-day-of-the-month price for each month within such period, unless prices are defined by contractual arrangements, excluding escalations based upon future conditions.
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Developed oil and gas reserves – Developed oil and gas reserves are reserves of any category that can be expected to be recovered:
(i) Through existing wells with existing equipment and operating methods or in which the cost of the required equipment is relatively minor compared to the cost of a new well; and
(ii) Through installed extraction equipment and infrastructure operational at the time of the reserves estimate if the extraction is by means not involving a well.
Undeveloped oil and gas reserves – Undeveloped oil and gas reserves are reserves of any category that are expected to be recovered from new wells on undrilled acreage, or from existing wells where a relatively major expenditure is required for recompletion.
(i) Reserves on undrilled acreage shall be limited to those directly offsetting development spacing areas that are reasonably certain of production when drilled, unless evidence using reliable technology exists that establishes reasonable certainty of economic producibility at greater distances.
(ii) Undrilled locations can be classified as having undeveloped reserves only if a development plan has been adopted indicating that they are scheduled to be drilled within five years, unless the specific circumstances justify a longer time.
(iii) Under no circumstances shall estimates for undeveloped reserves be attributable to any acreage for which an application of fluid injection or other improved recovery technique is contemplated, unless such techniques have been proved effective by actual projects in the same reservoir or an analogous reservoir, as defined in [section 210.4–10 (a) Definitions], or by other evidence using reliable technology establishing reasonable certainty.
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Methodology and Procedures
Estimates of reserves were prepared by the use of appropriate geologic, petroleum engineering, and evaluation principles and techniques that are in accordance with the reserves definitions of Rules 4–10(a) (1)–(32) of Regulation S–X of the SEC and with practices generally recognized by the petroleum industry as presented in the publication of the Society of Petroleum Engineers entitled “Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information (revised June 2019) Approved by the SPE Board on 25 June 2019” and in Monograph 3 and Monograph 4 published by the Society of Petroleum Evaluation Engineers. The method or combination of methods used in the analysis of each reservoir was tempered by experience with similar reservoirs, stage of development, quality and completeness of basic data, and production history.
Based on the current stage of field development, production performance, the development plan provided by YPF S.A., and analyses of areas offsetting existing wells with test or production data, reserves were classified as proved.
The undeveloped reserves estimates were based on opportunities identified in the plan of development provided by YPF S.A.
YPF S.A. has represented that its senior management is committed to the development plan provided by YPF S.A. and that YPF S.A. has the financial capability to execute the development plan, including the drilling and completion of wells and the installation of equipment and facilities.
For the evaluation of unconventional reservoirs, a performance-based methodology integrating the appropriate geology and petroleum engineering data was utilized for this report. Performance-based methodology primarily includes (1) production diagnostics, (2) decline-curve analysis, and (3) model-based analysis (if necessary, based on availability of data). Production diagnostics include data quality control, identification of flow regimes, and characteristic well performance behavior. These analyses were performed for all well groupings (or type-curve areas).
Characteristic rate-decline profiles from diagnostic interpretation were translated to modified hyperbolic rate profiles, including one or multiple b-exponent values followed by an exponential decline. Based on the availability of data, model-based analysis may be integrated to evaluate long-term decline behavior, the effect of dynamic reservoir and fracture parameters on well performance, and complex situations sourced by the nature of unconventional reservoirs.
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For depletion-type reservoirs or those whose performance disclosed a reliable decline in producing-rate trends or other diagnostic characteristics, reserves were estimated by the application of appropriate decline curves or other performance relationships. In the analyses of production-decline curves, reserves were estimated only to the limits of economic production as defined under the Definition of Reserves heading of this report or the expiration of the fiscal agreement, as appropriate.
Where adequate data were available and where circumstances justified, material balance and other engineering methods were used to estimate original oil in place (OOIP) and original gas in place (OGIP) based on an analysis of reservoir performance, including production rate, reservoir pressure, and reservoir fluid properties.
In certain cases, reserves were estimated by incorporating elements of analogy with similar wells or reservoirs for which more complete data were available.
In the evaluation of undeveloped reserves, type-well analysis was performed using well data from analogous reservoirs for which more complete historical performance data were available.
Data provided by YPF S.A. from wells drilled through December 31, 2025, and made available for this evaluation were used to prepare the reserves estimates herein. These reserves estimates were based on consideration of monthly production data available for certain properties only through September, October, or November 2025. Estimated cumulative production, as of December 31, 2025, was deducted from the estimated gross ultimate recovery to estimate gross reserves. This required that production be estimated for up to 3 months.
Oil and condensate reserves estimated herein are to be recovered by normal field separation. NGL reserves estimated herein include propane and butane fractions, and gasoline reserves estimated herein include pentanes and heavier fractions (C5+). NGL and gasoline reserves are the result of low-temperature plant processing and were estimated in accordance with YPF S.A.’s internal reporting standards. Oil, condensate, NGL, and gasoline reserves included in this report are expressed in thousands of barrels (10^3^bbl). In these estimates, 1 barrel equals 42 United States gallons. For reporting purposes, oil and condensate reserves have been estimated separately and are presented herein as a summed quantity.
Gas quantities estimated herein are expressed as marketable gas, fuel gas, and sales gas. Marketable gas is defined as the total gas produced from the reservoir
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after reduction for shrinkage resulting from field separation; processing, including removal of the nonhydrocarbon gas to meet pipeline specifications; and flare and other losses but not from fuel usage. Fuel gas is defined as that portion of the gas consumed in field operations. Sales gas is defined as the total gas to be produced from the reservoirs, measured at the point of delivery, after reduction for fuel usage, flare, and shrinkage resulting from field separation and processing. Gas reserves estimated herein are reported as marketable gas, fuel gas, and sales gas. Gas quantities are expressed at a temperature base of 60 degrees Fahrenheit (*°*F) and at a pressure base of 14.696 pounds per square inch absolute (psia). Gas quantities included in this report are expressed in millions of cubic feet (10^6^ft^3^).
Gas quantities are identified by the type of reservoir from which the gas will be produced. Nonassociated gas is gas at initial reservoir conditions with no oil present in the reservoir. Associated gas is both gas-cap gas and solution gas. Gas-cap gas is gas at initial reservoir conditions and is in communication with an underlying oil zone. Solution gas is gas dissolved in oil at initial reservoir conditions. Gas quantities estimated herein include both associated and nonassociated gas.
At the request of YPF S.A., marketable gas reserves estimated herein were converted to oil equivalent using an energy equivalent factor of 5,615 cubic feet of gas per 1 barrel of oil equivalent.
Primary Economic Assumptions
This report has been prepared using initial prices, expenses, and costs provided by YPF S.A. in United States dollars (U.S.$). Future prices were estimated using guidelines established by the SEC and the Financial Accounting Standards Board (FASB). The following economic assumptions were used for estimating the reserves reported herein:
Oil, Condensate, NGL, and Gasoline Prices
YPF S.A. has represented that the oil, condensate, and gasoline prices were based on a reference price, calculated as the unweighted arithmetic average of the first-day-of-the-month price for each month within the 12-month period prior to the end of the reporting period, unless prices are defined by contractual agreements. YPF S.A. supplied differentials by field to a Brent reference price of U.S.$69.51 per barrel and the prices were held
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constant thereafter. The volume-weighted average adjusted price attributable to the estimated proved reserves was U.S.$63.26 per barrel of oil, condensate, and gasoline.
YPF S.A. has represented that the NGL prices are defined by contractual agreements. The volume-weighted average adjusted price attributable to the estimated proved reserves was U.S.$12.05 per barrel of NGL.
Gas Prices
YPF S.A. has represented that the gas prices were based on a reference price, calculated as the unweighted arithmetic average of the first-day-of-the-month price for each month within the 12-month period prior to the end of the reporting period, unless prices are defined by contractual agreements. YPF S.A. provided gas prices of U.S.$3.80 per million Btu (10^6^Btu) for the properties located in the Austral Basin, U.S.$3.73 per 10^6^Btu for the properties located in the Golfo San Jorge Basin, and U.S.$4.29 per 10^6^Btu for the properties located in the Noroeste Basin. These prices were held constant for the producing lives of the properties.
YPF S.A. provided gas prices of U.S.$3.57 per 10^6^Btu for 2026, U.S.$3.56 per 10^6^Btu for 2027 and 2028, and U.S.$3.19 per 10^6^Btu from 2029 forward for the properties located in the Neuquina Basin.
Btu factors provided by YPF S.A. were used to convert prices from dollars per million Btu to dollars per thousand cubic feet. The volume-weighted average adjusted price attributable to the estimated proved reserves was U.S.$3.52 per thousand cubic feet of gas.
Operating Expenses, Capital Costs, and Abandonment Costs
Estimates of operating expenses and capital costs, provided by YPF S.A. and based on existing economic conditions, were used in estimating future costs required to operate the properties. In certain cases, future costs, either higher or lower than existing costs, may have been used because of anticipated
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changes in operating conditions, but no general escalation that might result from inflation was applied. Abandonment costs, which are those costs associated with the removal of equipment, plugging of wells, and reclamation and restoration associated with the abandonment, were provided by YPF S.A. and were not adjusted for inflation. Operating expenses, capital costs, and abandonment costs were considered, as appropriate, in determining the economic viability of the undeveloped reserves estimated herein.
In our opinion, the information relating to estimated proved reserves of oil, condensate, NGL, gasoline, and gas contained in this report has been prepared in accordance with Paragraphs 932-235-50-4, 932-235-50-6, 932-235-50-7, and 932-235-50-9 of the Accounting Standards Update 932-235-50, Extractive Industries – Oil and Gas (Topic 932): Oil and Gas Reserve Estimation and Disclosures (January 2010) of the FASB and Rules 4–10(a) (1)–(32) of Regulation S–X and Rules 302(b), 1201, 1202(a) (1), (2), (3), (4), (8), and 1203(a) of Regulation S–K of the SEC; provided, however, that estimates of proved developed and proved undeveloped reserves are not presented at the beginning of the year.
To the extent the above-enumerated rules, regulations, and statements require determinations of an accounting or legal nature, we, as engineers, are necessarily unable to express an opinion as to whether the above-described information is in accordance therewith or sufficient therefor.
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Summary of Conclusions
DeGolyer and MacNaughton has performed an independent evaluation of the extent of the estimated net proved oil, condensate, NGL, gasoline, and gas reserves of certain properties in which YPF S.A. has represented it holds an interest.
The estimated net proved reserves, as of December 31, 2025, of the properties evaluated herein were based on the definition of proved reserves of the SEC and are summarized as follows, expressed in thousands of barrels (10^3^bbl), millions of cubic feet (10^6^ft^3^), and thousands of barrels of oil equivalent (10^3^boe):
| Estimated by DeGolyer and MacNaughton Net<br>Proved Reserves<br><br>as of<br> <br>December 31, 2025 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Oil and<br>Condensate(10^3^bbl) | NGL(10^3^bbl) | Gasoline(10^3^bbl) | Marketable<br>Gas<br>(10^6^ft^3^) | Oil<br>Equivalent(10^3^bbl) | ||||||
| Proved | ||||||||||
| Proved Developed | 318,061.83 | 42,506.74 | 3,961.92 | 1,613,804.78 | 651,940.07 | |||||
| Proved Undeveloped | 363,026.61 | 32,106.26 | 3,702.64 | 1,413,288.99 | 650,534.35 | |||||
| Total Proved | **** | 681,088.44 | **** | 74,613.00 | **** | 7,664.56 | **** | 3,027,093.77 | **** | 1,302,474.42 |
Notes:
| 1. | Marketable gas reserves estimated herein were converted to oil equivalent using an energy equivalent factor of 5,615 cubic<br>feet of gas per 1 barrel of oil equivalent. |
|---|---|
| 2. | The marketable gas reserves estimated herein include fuel gas. The fuel gas portion of the marketable gas reserves<br>estimated herein is 543,905.60 10^6^ft^3^of the proved developed marketable gas reserves, 902,589.19 10^6^ft^3^of the proved undeveloped marketable gas reserves, and 1,449,494.79 10^6^ft^3^of the total proved marketable gas reserves. |
| --- | --- |
While the oil and gas industry may be subject to regulatory changes from time to time that could affect an industry participant’s ability to recover its reserves, we are not aware of any such governmental actions which would restrict the recovery of the December 31, 2025, estimated reserves.
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DeGolyer and MacNaughton is an independent petroleum engineering consulting firm that has been providing petroleum consulting services throughout the world since 1936. DeGolyer and MacNaughton does not have any financial interest, including stock ownership, in YPF S.A. Our fees were not contingent on the results of our evaluation. This report has been prepared at the request of YPF S.A. DeGolyer and MacNaughton has used all assumptions, data, procedures, and methods that it considers necessary and appropriate to prepare this report.
| Submitted, | |
|---|---|
| \s\ DeGolyer and MacNaughton | |
| DeGOLYER and MacNAUGHTON | |
| Texas Registered Engineering Firm F-716 | |
| \s\ Juan Pablo Francos | |
| --- | --- |
| Juan Pablo Francos, P.E.<br><br><br>Vice President | |
| [SEAL] | DeGolyer and MacNaughton |
DEGOLYER AND MACNAUGHTON
CERTIFICATE of QUALIFICATION
I, Juan Pablo Francos, Petroleum Engineer with DeGolyer and MacNaughton, 5001 Spring Valley Road, Suite 800 East, Dallas, Texas 75244, U.S.A., hereby certify:
| 1. | That I am a Vice President of DeGolyer and MacNaughton, which firm did prepare the report of third party addressed to<br>YPF S.A. dated February 5, 2026, and that I, as Vice President, was responsible for the preparation of this report of third party. |
|---|---|
| 2. | That I attended Buenos Aires Institute of Technology (ITBA) University, and that I graduated with a degree in<br>Petroleum Engineering in the year 2012; that I am a Registered Professional Engineer in the State of Texas; that I am a member of the Society of Petroleum Engineers and the Society of Petroleum Evaluation Engineers; and that I have in excess of 13<br>years of experience in oil and gas reservoir studies and reserves evaluations. |
| --- | --- |
| \s\ Juan Pablo Francos | |
| --- | --- |
| Juan Pablo Francos, P.E.<br><br><br>Vice President | |
| [SEAL] | DeGolyer and MacNaughton |