SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN ISSUER
PURSUANT
TO RULE 13a-16 OR 15b-16 OF
THE
SECURITIES EXCHANGE ACT OF 1934
For
the month of February, 2026
IRSA
Inversiones y Representaciones Sociedad Anonima
(Exact name of Registrant as specified in its charter)
IRSA
Investments and Representations Inc.
(Translation of registrant´s name into English)
Republic
of Argentina
(Jurisdiction of incorporation or organization)
Carlos
Della Paolera 261 9th Floor
(C1001ADA)
Buenos
Aires, Argentina
(Address of principal
executive offices)
Form 20-F ⌧ Form
40-F ☐
Indicate by
check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information
to the Commission pursuant to Rule 12g3-2(b) under the Securities
Exchange Act of 1934.
Yes ☐ No
x
IRSA
INVERSIONES Y REPRESENTACIONES SOCIEDAD ANONIMA
(THE
“COMPANY”)
REPORT
ON FORM 6-K
Buenos
Aires, February 27, 2026 – IRSA Inversiones y
Representaciones S.A. (NYSE:IRS;BYMA:IRSA),informs that,
within the framework of the capital increase through share
subscription approved by the Shareholders’ Meeting held on
October 30, 2019 and by the Board of Directors on January 20, 2021,
for a total of 80,000,000 shares with a nominal value of ARS 1 and
one vote per share, and 80,000,000 options granting the right to
receive ordinary shares, reaching a maximum total of 160,000,000
shares to be issued in aggregate, as duly authorized by Resolution
No. RESFC-2021-20968-2021 APN-DIR#CNV dated February 8, 2021,
issued by the Argentine Securities Commission (the
“CNV”), the Company has submitted to said authority a
request for authorization to issue an additional 52,495,359 shares
with a nominal value of ARS 10, required in the event that all
currently outstanding options are
exercised.
This
request responds to the need to comply with the obligations
undertaken by the Company and to the adjustments made to the
conversion ratio pursuant to the option agreement dated April 29,
2021.
Accordingly, the
public offering authorization granted by CNV Resolution No.
RESFC-2026-23459-APN-DIR#CNV will allow for the proper and full
exercise of the options currently outstanding, authorizing the
public offering of 52,495,359 ordinary, book-entry shares, with a
nominal value of ten pesos (ARS 10) each and one (1) vote per
share, for the future exercise of the options previously authorized
by Resolution No. RESFC-2021-20968-2021 APN-DIR#CNV dated February
8, 2021. This authorization is added to the balance of 34,513,586
ordinary shares authorized under the original
resolution.
It is hereby
informed that, following the increase, the Company’s share
capital authorized for public offering will amount, in the event
that all options are exercised, to ARS 8,611,990,980, represented
by 861,199,098 ordinary, book-entry shares, with a nominal value of
ARS 10 each and one (1) vote per share.
Below is a
table showing the evolution of capital and the exercise of options
as of November 2025:
|
IRSA
|
Shares (Nominal Value ARS 1)
|
Equivalent after Capitalization
|
|
|
|
|
(Ratio
0.90780451)
Nominal Value ARS 10
|
|
|
Post capital
increase (2021)
|
658,676,460
|
597,949,464
|
|
|
Authorization
of shares for warrant exercise
|
80,000,000
|
72,624,361
|
|
|
Authorized
Capital
|
738,676,460
|
670,573,825
|
|
|
Issuance of
bonus shares resulting from the Merger
|
152,158,215
|
138,129,914
|
|
|
Authorized
Capital
|
890,834,675
|
808,703,739
|
|
|
Capital Evolution and Adjustments
|
|
|
|
|
Post capital
increase (2021)
|
810,834,675
|
736,079,378
|
|
|
Shares issued
upon warrant exercise
|
|
|
|
|
sep-21
|
30,741
|
|
|
|
nov-21
|
5,181
|
|
|
|
feb-22
|
7,483
|
|
|
|
may-22
|
1,473
|
|
|
|
sep-22
|
8,962
|
|
|
|
nov-22
|
6,875
|
|
|
|
feb-23
|
226,818
|
|
|
|
may-23
|
15,249
|
|
|
|
Total
exercised prior to capitalization
|
302,782
|
274,867
|
|
|
sep-23
|
|
67,061
|
|
|
nov-23
|
|
401,518
|
|
|
feb-24
|
|
2,079,458
|
|
|
may-24
|
|
2,556,880
|
|
|
sep-24
|
|
5,433,980
|
|
|
nov-24
|
|
1,404,765
|
|
|
feb-25
|
|
9,401,756
|
|
|
may-25
|
|
4,821,130
|
|
|
sep-25
|
|
10,536,907
|
|
|
nov-25
|
|
1,132,453
|
|
|
Total shares issued upon exercise of options as of November
2025
|
|
38,110,775
|
|
|
Current Capital
|
|
774,190,153
|
|
|
Balance of
shares authorized in 2021
|
|
34,513,586
|
|
|
Shares
authorized by CNV in 2026
|
|
52,495,359
|
|
|
Final Capital*
|
|
861,199,098
|
|
|
|
|
|
|
|
Unexercised
options
|
|
53,161,206
|
|
|
Current
ratio
|
|
1,6367
|
|
SIGNATURES
Pursuant to the
requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized, in the city of
Buenos Aires, Argentina.
|
|
IRSA Inversiones y Representaciones Sociedad
Anónima
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Saúl
Zang
|
|
|
|
|
Saúl
Zang
|
|
|
February
27, 2026
|
|
Responsible for the
Relationship with the Markets
|
|
|
|
|
|
|