SEC Form 6-K filed by Central Puerto S.A.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer
Pursuant to Rule 27a-16 or 15d-16
under the Securities Exchange Act of 1934

For the month of September, 2025

Commission File Number: 001-38376

Central Puerto S.A.

(Exact name of registrant as specified in its charter)

Port Central S.A.

(Translation of registrant’s name into English)

Avenida Thomas Edison 2701

C1104BAB Buenos Aires

Republic of Argentina

+54 (11) 4317-5000

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. 

Form 20-F [X] Form 40-F [_]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Yes [_] No [X]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes [_] No [X]

BUENOS AIRES, September 10, 2025

Original note to CNV: CPSA-GG-N0321/25-AL

COMISIÓN NACIONAL DE VALORES (“CNV”)

Deputy Management of Issuing Companies

25 de Mayo 175

City of Buenos Aires

Issuance Companies

BOLSAS Y MERCADOS ARGENTINOS S.A. (“BYMA”)

Sarmiento 299

City of Buenos Aires

A3 Mercados S.A.

Paraguay 777

Rosario, Santa Fe

From my consideration

Ref.: CEPU-ECOGAS Corporate Reorganization. Relevant Fact.

I am pleased to write to you, in my capacity as Head of Market Relations of Central Puerto S.A. (hereinafter, the "Company" or "CEPU"), in relation to the spin-off-merger operation (the "Spin-off-Merger") between the Company and ECOGAS Inversiones S.A. ("ECOGAS") authorized by the Extraordinary General Shareholders' Meetings of CEPU and ECOGAS on May 22, 2025, which was informed to the market by the Company through a Relevant Fact dated 05/22/2025, filed in CNV Argentina and SEC, under ID No. 3366214, published on that date in the Daily Bulletin of Bolsas y Mercados Argentinos S.A. and in the Electronic Bulletin of A3 Mercados S.A., in order to inform that the administrative conformities corresponding to the Spin-Off-Merger have been obtained, including the authorization of the National Securities Commission (the "CNV") granted by means of Resolution No. [●] dated 10 September 2025.

Likewise, investors are informed that, in accordance with the terms of the definitive corporate reorganization agreement signed on June 17, 2025 between the Company and ECOGAS (the "Definitive Corporate Reorganization Agreement"), October 1, 2025 has been established as the "Effective Date of Corporate Reorganization" as this term is defined in the Definitive Corporate Reorganization Agreement. By virtue of this, the following acts will take place on that date, among others:

Avda. Tomás A. Edison 2701 – C1104BAB – City of Buenos Aires – Argentina

Phone (54 11) 4317 5000 – Fax (54 11) 4317 5099

1)              ECOGAS will receive all Spin-Off CEPU Equity, consisting of: (a) 59,986,580 Class "A" book-entry ordinary shares, with a par value of $1 each and with the right to one vote per share of ECOGAS; (b) 33,369 non-endorsable registered ordinary shares, of $1 par value each and entitled to one vote per share of Energía Sudamericana S.A.; (c) 27,597,032 Class "B" book-entry ordinary shares, with a par value of $1 each and entitled to one vote per share of Distribuidora de Gas del Centro S.A.; and (d) the sum of $305,000,000 in cash;

2)              ECOGAS Bylaws approved by the Extraordinary Meeting of such company on May 22, 2025 will enter into force;

3)              All of Class "A" shares of ECOGAS (59,986,580 shares with a par value of $1 each and with the right to one vote per share) will be cancelled;

4)              80,973,264 new Class "D" shares of ECOGAS will be issued, with a par value of $1 each and with the right to one vote per share, to be distributed among CEPU shareholders based on their holding in such company according to the register of Caja de Valores S.A. as of the date of registration, which will be [September 26], 2025 (the "Registration Date")."), and to the Exchange Ratio determined in one Class "D" share of ECOGAS for every 18.6694 shares held in CEPU. Fractions of shares will not be delivered.

As indicated in the Corporate Reorganization Agreement, the new shares of ECOGAS to be delivered to those CEPU shareholders who hold their interests in the Company through CEPU's American Depositary Receipts ("CEPU ADRs") program as of the Record Date, will be delivered to JPMorgan Chase Bank, N.A. ("JPMorgan") in its capacity as depositary of the CEPU ADR program and, if they are not capable of being delivered in the form of certificates representing such New ECOGAS Shares, they will be retained by JPMorgan, in its capacity as depositary of the CEPU ADR program, which will dispose of them, in accordance with the provisions of the Amended and Restated Deposit Agreement dated October 16, 2023 between CEPU, JPMorgan, and CEPU ADR holders, and any agreements or instructions JPMorgan enters into with, or receives from, CEPU.

In this regard, as reported by ECOGAS through Relevant Fact on September 10, 2025, filing No. 3413911, said company is in the process of creating a program of Global Depositary Receipts of ECOGAS (the "Ecogas GDR Program"), which will represent Global Depositary Shares ("GDSs") whose assets will have as an underlying part of the new shares of ECOGAS, in order to offer investors who have their shares in CEPU, through CEPU ADRs, has the possibility of receiving securities representing the New Shares abroad and granting them a reasonable period of approximately ninety (90) days from their entry into force to carry out operations aimed at receiving their shares in the local market, if deemed appropriate. Considering that the Spin-Off-Merger is an operation exempt from registration with the U.S. Securities Exchange Commission ("SEC"), Ecogas' GDR Program must be restricted, and can only be accessed by investors who have their shares in CEPU through ADRs as of the registration date determined by JPMorgan and who present the certifications required under Regulation S and Rule 144 A of the U.S. Securities Act United States of America of 1933 (Securities Act) and investors who, after the initial distribution, acquire GDRs issued as a result of the Spin-Off-Merger through the trading mechanisms and with the applicable restrictions.

Avda. Tomás A. Edison 2701 – C1104BAB – City of Buenos Aires – Argentina

Phone (54 11) 4317 5000 – Fax (54 11) 4317 5099

Consequently, the GDRs will be delivered to those holders of CEPU ADRs that are eligible under the aforementioned standards, to the extent that they have complied with the certifications and other documentation required by JPMorgan, in the times and forms that the entity has provided.

5)              The amount corresponding to the undelivered fraction of the undelivered share valued in accordance with the price of the Class "D" share of ECOGAS at the close of the Registration Date will be transferred to the shareholders of the Company on the Record Date, in accordance with the register of Caja de Valores S.A. and as applicable to each one;

6)              The new capital stock of ECOGAS will be $250,217,264, as a result of the cancellation and issuance of shares referred to in points 3) and 4), and treasury shares may remain in the hands of ECOGAS as a result of fractions of shares not delivered.

Sincerely.

Leonardo Marinaro

Market Relations Manager

Central Puerto S.A.

Avda. Tomás A. Edison 2701 – C1104BAB – City of Buenos Aires – Argentina

Phone (54 11) 4317 5000 – Fax (54 11) 4317 5099

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.