• Live Feeds
    • Press Releases
    • Insider Trading
    • FDA Approvals
    • Analyst Ratings
    • Insider Trading
    • SEC filings
    • Market insights
  • Analyst Ratings
  • Alerts
  • Subscriptions
  • Settings
  • RSS Feeds
Quantisnow Logo
  • Live Feeds
    • Press Releases
    • Insider Trading
    • FDA Approvals
    • Analyst Ratings
    • Insider Trading
    • SEC filings
    • Market insights
  • Analyst Ratings
  • Alerts
  • Subscriptions
  • Settings
  • RSS Feeds
PublishGo to App
    Quantisnow Logo

    © 2026 quantisnow.com
    Democratizing insights since 2022

    Services
    Live news feedsRSS FeedsAlertsPublish with Us
    Company
    AboutQuantisnow PlusContactJobsAI superconnector for talent & startupsNEWLLM Arena
    Legal
    Terms of usePrivacy policyCookie policy

    SEC Form 6-K filed by YPF Sociedad Anonima

    4/20/26 8:56:34 AM ET
    $YPF
    Integrated oil Companies
    Energy
    Get the next $YPF alert in real time by email
    6-K 1 MainDocument.htm 6-K

     

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

     

     

     

     

     

     

    FORM 6-K 

     

     

     

     

     

     

     

    REPORT OF FOREIGN PRIVATE ISSUER

    PURSUANT TO RULE 13A-16 OR 15D-16

    UNDER THE SECURITIES EXCHANGE ACT OF 1934

    For the month of April 2026

    Commission File Number: 001-12102 

     

     

     

     

     

     

     

    YPF Sociedad Anónima

    (Exact name of registrant as specified in its charter)

     

     

     

     

     

     

     

    Macacha Güemes 515

    C1106BKK Buenos Aires, Argentina

    (Address of principal executive office)

     

     

     

     

     

     

     

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

    Form 20-F ☒ Form 40-F ☐ 

     

     

     


     

    YPF Sociedad Anónima

    TABLE OF CONTENT

     

    ITEM 1      Translation of Prospectus for the Merger by Absorption among YPF. S.A., YPF VENTURES S.A.U. and OLEODUCTO LOMA CAMPANA LAGO PELLEGRINI S.A.U., submitted to the Argentine Securities Commission on April 17, 2026.

     

    ITEM 2      Translation of Preliminary Merger Agreement among YPF S.A., YPF VENTURES S.A.U. and OLEODUCTO LOMA CAMPANA – LAGO PELLEGRINI S.A.U., submitted to the Argentine Securities Commission on April 17, 2026.

     

     

     

    1


    Explanatory Note and Disclaimer

    YPF Sociedad Anónima (“YPF”) is accompanying to this report on Form 6-K English translations of prospectuses filed with the Argentine Securities Commission on April 17, 2026. These prospectuses document a series of strategic corporate reorganization transactions executed between YPF and YPF Ventures S.A. (“YPF Ventures”) and Oleoducto Loma Campana Lago Pellegrini S.A.U. (“OLCLP”), involving a restructuring of ownership interests and operational integration among such entities.

    No securities are being offered in connection with the aforementioned prospectuses. To the extent any securities of YPF S.A. are referenced therein, such securities have not been registered with the U.S. Securities and Exchange Commission or the securities commission of any U.S. state in reliance upon an exemption from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, may not be offered or sold except pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with applicable state securities laws.

     

    2


    Complete Merger Prospectus

    Graphics

     

    YPF SA

     

    MERGER BY ABSORPTION OF YPF VENTURES S.A.U.

    AND

     

    OLEODUCTO LOMA CAMPANA LAGO PELLEGRINI S.A.U.

     

    This prospectus (the "Prospectus") sets forth the terms and conditions of the merger (the "Merger") of (1) YPF S.A. ("YPF" or the "Absorbing Company") and, (2) YPF VENTURES S.A.U.  (“YPF  VENTURES”) and  OLEODUCTO  LOMACAMPANA  LAGO PELLEGRINI S.A.U. (“OLCLP”) and jointly with YPF VENTURES the “Absorbed Companies”; and the companies mentioned in (1) and (2), jointly, the “Merging Companies” or the “Parties”), to be implemented by YPF’s absorbing the Absorbed Companies in full compliance with the provisions of Sections 82 et seq. of the Argentine General Corporations Law (Ley General de Sociedades) No. 19,550 (the "LGS”, by its acronym in Spanish) and sections 80, 81 et seq. of the Profit Tax Law (Ley de Impuesto a las Ganancias) No. 20,628 (as restated in 2019 by Decree 824/2019), as amended (the "LIG”, by its acronym in Spanish) and sections 172 to 176 of its regulatory decree No. 862/2019. This Prospectus has been prepared in accordance with the regulations issued by the National Securities Commission (Comisión Nacional de Valores) (the "CNV Regulations" and the "CNV”, respectively), the LGS, and other applicable regulations.

     

    The terms and conditions of the Merger were agreed by the Merging Companies under the Preliminary Merger Agreement (the "Preliminary Merger Agreement") dated March 13, 2026, which is pending approval by the respective Extraordinary General Shareholders’ Meeting of YPF and the Extraordinary General Shareholders’ Meeting of the Absorbed Companies, with the quorum and majorities required under the current regulations applicable  to  each  Party  and  their  respective  By-Laws,  as  applicable  (each, an “Extraordinary Shareholders’ Meeting” and jointly, “Extraordinary Shareholders’ Meetings”). The Preliminary Merger Agreement, hereto attached as Exhibit A, the corresponding Individual Financial Statements of YPF ended December 31, 2025, which are taken as Special-Purpose Merger Financial Statements pursuant to section 82 of the LGS, and the Financial Statements of YPF VENTURES and OLCLP ended December 31, 2025, which are taken as Special-Purpose Merger Financial Statements as of December 31, 2025 pursuant to section 82 of the LGS, hereto attached as Exhibit B (jointly, the “ Special-Purpose Merger Financial Statements” as of December 31, 2025”) and the Consolidated Merger Balance Sheet of such companies as of December 31, 2025 (the "Consolidated Merger Balance Sheet”), [(Estado de Situación Patrimonial Consolidado de Fusión], hereto attached as Exhibit C, were approved by the Boards of Directors of the Merging Companies on March 13, 2026.

     

    Among other provisions, the Preliminary Merger Agreement provides that, for all relevant accounting and tax effects, the effective date of merger is January 1st, 2026.

     

    YPF’s capital stock shall not be modified by the Merger. Moreover, it will not be necessary to amend the by-laws of YPF as YPF’s current corporate purpose allows it to undertake the activities carried out by the Absorbed Companies.

     

    The Extraordinary Shareholders’ Meetings for the consideration of the Merger and the corresponding Preliminary Merger Agreement, the Special-Purpose Merger Financial Statements as of December 31, 2025 and the Consolidated Merger Balance Sheet, as well as the dissolution without liquidation of the Absorbed Companies, among other issues, have not been held as of the date of this Prospectus.

     

    3


    Through the submission of this Prospectus and the remaining documentation, the administrative approval of the Merger by the National Securities Commission (Comisión Nacional de Valores) (the “CNV” by its acronym in Spanish) and its registration with the Inspection Board of Legal Entities (Inspección General de Justicia) (the "IGJ") shall be requested. Moreover, the IGJ shall be timely required to approve and register the dissolution without liquidation of the Absorbed Companies.

     

    YPF’s shareholders and the other interested parties may obtain a copy of this Prospectus, the Preliminary Merger Agreement, the Special-Purpose Merger Financial Statements as of December 31, 2025, the Consolidated Merger Balance Sheet and any other documents related to the Merger at the principal place of business of YPF located at Macacha Güemes  515, Autonomous City of Buenos Aires, from Monday to Friday on business days from 10 am to 1 pm and 3 pm to 5 pm (before appearing at the office please contact the Corporate Governance Department at +54 11 5441 5502). Such documentation will also be available on YPF’s corporate website (www.ypf.com) and on the CNV’s website (www.cnv.gob.ar) under the “Financial Information” section, as well as in the other information systems of the markets in which YPF’s securities are traded (in accordance with CNV regulations).

     

    This prospectus must be jointly considered with the exhibits listed below:

     

             Exhibit A: Preliminary Merger Agreement

             Exhibit B: Special-Purpose Merger Financial Statements of YPF and YPF VENTURES and OLCLP as of December 31, 2025;

             Exhibit C: Consolidated Merger Balance Sheet as of December 31, 2025;

    The date of this Prospectus is April 17, 2026

     

    4


    TABLE OF CONTENTS

     

    Summary

     

    Merging Companies

     

    (I)         YPF

    (II)        YPF VENTURES

    (III)       OLCLP

     

    (1)    Merger Proposal

     

    (2)    Transfer of Assets and Liabilities

     

    (3)    Dissolution of the Absorbed Companies

     

    (4)    Exchange ratio

     

    (5)    No Amendment to the corporate bylaws of YPF required

     

    (6)    Effective date of reorganization

     

    (7)    Public offering of shares and securities

     

    (8)    Extraordinary General Shareholders’ Meetings of YPF, YPF VENTURES and OLCLP

     

    (9)    Management of the Absorbed Companies

     

    (10) Administrative approvals, authorizations and consents

     

    Reasons and Purposes of the Merger

     

    Corporate resolutions approving the Merger

     

    Accounting information

     

    Additional Information

     

    Exhibits

     

    5


    SUMMARY

     

    The main features of the Merger approved by the Boards of Directors of YPF VENTURES and OLCLP and included in the Preliminary Merger Agreement and the selected financial information of the Merging Companies arising from the Special-Purpose Merger Financial Statements as of December 31, 2025 and the Consolidated Merger Balance Sheet are listed below. Therefore, this summary is fully subject to the more detailed information contained in other sections of this Prospectus and the documents referred to above.

     

    Merger Main Characteristics

     

    Merger Type

    Merger by Absorption

     

     

    Absorbing Company

    YPF

     

     

    Absorbed Companies

    YPF VENTURES and OLCLP

     

     

    Preliminary Merger Agreement Execution Date

    March 13, 2026

     

     

    Date of Special-Purpose Merger Financial Statements

    December 31, 2025

     

     

    Date of Consolidated Merger Balance Sheet

    December 31, 2025

     

     

    Date of the Board of Directors’ meetings of
    each of the Merging Companies held for the consideration of the Preliminary Merger Agreement, the Special-Purpose Merger Financial Statements as of December 31, 2025

    March 13, 2026

     

     

    Prospectus Date

    April 17, 2026

     

     

    Exchange Ratio

    YPF owns 100 % of the outstanding shares of common stock of the Absorbed Companies, as provided in the Preliminary Merger Agreement (Exhibit A). Therefore, YPF shall not increase its capital stock, no conversion ratio shall be established, and no new shares in YPF shall be issued to the shareholders of the Absorbed Companies.

     

     

    Effective Date of Merger

    January 01, 2026

     

     

    Reorganization Terms and Conditions

    The Merger shall be conducted in full compliance with sections 82 et seq. of the LGS and within the reorganization framework established in sections 80, 81 et seq. of the Profit Tax Law No. 20,628 (as restated in 2019 by Decree No. 824/2019), as amended (the “LIG”, by its acronym in Spanish), and sections 172 to 176 of its regulatory decree No. 862/2019; Additionally, the CNV Regulations shall be complied with, specifically Chapter X of Title II of the CNV Regulations.

     

    6


    Management of the Merging Companies

    The Parties agree not to restrict the management of the business of Merging Companies and not to grant any warranties from the Effective Date of the Merger until the Merger is effectively registered with the respective regulatory authorities. Notwithstanding the foregoing, the Parties may not perform any acts leading to a material change in their equity, or outside the ordinary course of their business. Any controls aimed at preserving the operation of each of the Merging Companies shall be implemented through ordinary actions performed by their respective Boards of Directors. The Boards of Directors of each of the Merging Companies shall continue performing their duties in order to align their business transactions, in compliance with the integration process already underway. From the date of the Definitive Merger Agreement -and unless the competent authorities shall otherwise require- the management and representation of the Absorbed Companies shall be performed by the Board of Directors and President (respectively) of YPF, and the officers previously exercising such functions in the Absorbed Companies shall cease in such roles (section 84, last paragraph, of the LGS). The Parties ratify all the powers of attorney granted to date, which shall remain in force until they are specifically revoked or until the dissolution by merger of the Absorbed Companies is registered, whichever occurs first.

     

     

    Public Offering of Securities and Shares

    YPF is authorized to make public offering of its securities on the CNV and the US Securities and Exchange Commission of the United States ("SEC") and the New York Stock Exchange (the “NYSE”).

    YPF is subject to the supervision of the CNV, and therefore is subject to the provisions of Chapter X, Title II of the CNV Regulations and the regulations of the markets in which its securities are traded.

    YPF VENTURES is a private company. It is not admitted to the securities public offering system and its shares are not traded in any local or foreign market.

    OLCLP is a private company. It is not admitted to the securities public offering system and its shares are not traded in any local or foreign market.

    Upon Merger registration, YPF VENTURES and OLCLP shall in due time request the registration of their dissolution without liquidation with the IGJ.

     

    7


    MERGING COMPANIES

     

    (I)  YPF

     

    YPF Sociedad Anónima, (30-54668997-9) is a corporation (Sociedad Anónima) organized under the laws of the Argentine Republic, with registered office at Macacha Güemes 515, Autonomous City of Buenos Aires, Argentina. The Company operates under the laws in force in the Argentine Republic. Its By-Laws were registered on February 5, 1991, under Number 404 of Book 108, Volume "A” of Corporations with the Registry of Commerce (Registro de Comercio) of the Autonomous City of Buenos Aires, under the jurisdiction of the IGJ. Its amended bylaws were registered on June 15, 1993, under Number 5109 of Book 113, Volume “A” of Corporations of the Public Registry of Commerce of the Autonomous City of Buenos Aires under the jurisdiction of the IGJ. The Company is authorized to make public offerings of its securities by Resolution No. 10,094 dated June 17, 1993.

     

    The Company´s main business activity is the survey, exploitation 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 by-products, including any petrochemical and chemical products, and non-fossil fuels, biofuels and their components, as well as the generation of electrical energy through the use of hydrocarbons, and the provision of telecommunication services, as well as the production, industrialization, processing, commercialization, conditioning, transportation and stockpiling of grains and products derived from grains.

     

    YPF’s principal place of business is located at Macacha Güemes 515, (CP 1106) Autonomous City of Buenos Aires, Argentina. Its telephone number is (5411) 5441-0000 and its e-mail address is [email protected]. The website of YPF is www.ypf.com. The information contained in its website is not incorporated by reference in this Prospectus and is not considered a part hereof.

     

    The capital stock of YPF is represented by 393,312,793 book-entry shares of common stock, with a face value of ten pesos ($10.00) each and one vote per share, as follows: 3,764 Class A shares; 7,624 Class B shares; 40,422 Class C shares; and 393,260,983 Class D shares.

     

    As of the date hereof, the controlling shareholder of YPF is the Argentine Government – Argentine Secretariat of Energy, which holds 51% of the capital stock represented by 220,589,525 Class D shares.

     

    8


    Board of Directors

     

    The Board of Directors of YPF is currently composed of 12 (twelve) regular directors and 7 (seven) alternate directors.

     

    Position

    Name

    Class of Shares

    Term of office

    Chairman and Regular Director

    Horacio Daniel Marin

    Class D

    Shareholders’ Meeting Financial Statements 2026 (*)

    Regular Director

    Manuel Adorni

    Class A

    Shareholders’ Meeting Financial Statements 2026 (*)

    Regular Director

    Lisandro Catalán

    Class D

    Shareholders’ Meeting Financial Statements 2026 (*)

    Regular Director

    Martín Maquieyra

    Class D

    Shareholders’ Meeting Financial Statements 2026 (*)

    Regular Director

    Eduardo Alberto Ottino

    Class D

    Shareholders’ Meeting Financial Statements 2026 (*)

    Regular Director

    Guillermo Gustavo Koenig

    Class D

    Shareholders’ Meeting Financial Statements 2026 (*)

    Regular Director

    Emiliano José Mongilardi

    Class D

    Shareholders’ Meeting Financial Statements 2026 (*)

    Regular Director

    César Rodolfo Biffi

    Class D

    Shareholders’ Meeting Financial Statements 2026 (*)

    Regular Director

    Maximiliano DAlessio

    Class D

    Shareholders’ Meeting Financial Statements 2026 (*)

    Regular Director

    Guillermo Alberto Francos

    Class D

    Shareholders’ Meeting Financial Statements 2026 (*)

    Regular Director

    Gerardo Damián Canseco

    Class D

    Shareholders’ Meeting Financial Statements 2026 (*)

    Regular Director

    José Daniel Álvarez

    Class D

    Shareholders’ Meeting Financial Statements 2026 (*)

    Alternate Director

    Santiago Martínez Tanoira

    Class D

    Shareholders’ Meeting Financial Statements 2026 (*)

    Alternate Director

    Silvia Noemí Ayala

    Class D

    Shareholders’ Meeting Financial Statements 2026 (*)

    Alternate Director

    Mauricio Alejandro Martín

    Class D

    Shareholders’ Meeting Financial Statements 2026 (*)

    Alternate Director

    María Martina Azcurra

    Class D

    Shareholders’ Meeting Financial Statements 2026 (*)

    Alternate Director

    Carla Antonela Matarese

    Class D

    Shareholders’ Meeting Financial Statements 2026 (*)

    Alternate Director

    Pamela Fernanda Verasay

    Class D

    Shareholders’ Meeting Financial Statements 2026 (*)

    Alternate Director

    Julio Alejandro Schiantarelli

    Class D

    Shareholders’ Meeting Financial Statements 2026 (*)

     

    (*) Original term of office of three fiscal years from Shareholders’ Meeting 2024.

     

    It is placed on record that the Board of Directors of YPF shall not be modified as a result of the Merger.

     

    9


    Supervisory Committee

     

    The Supervisory Committee of YPF is composed of 3 (three) regular members (statutory auditors) and 3 (three) alternate members (alternate statutory auditors), as indicated below:

     

    Position

    Name

    Class of Shares

    Term of office

    Regular Member

    Raquel Inés Orozco

    Class A

    One fiscal year

    Regular Member

    Santiago Carlos Lazzati

    Class D

    One fiscal year

    Regular Member

    Juan Andrés Gelly y Obes

    Class D

    One fiscal year

    Alternate Member

    Vivian Haydeé Stenghele

    Class A

    One fiscal year

    Alternate Member

    Alejandro Poli

    Class D

    One fiscal year

    Alternate Member

    Alfredo Cayetano Cogorno

    Class D

    One fiscal year

     

    In compliance with the CNV Regulations, all members of the Supervisory Committee are “independent”.

     

    It is placed on record that YPF’s Supervisory Committee shall not be modified as a result of the Merger.

     

    Pending Registration Procedures with the IGJ

     

    The replacement of Andrea Confini (as Class D regular director) by Maximiliano Dalessio (as Class D regular director), carried out on March 13, 2026 (Section 60 of the LGS No. 19,550) is pending registration by YPF. The filing was registered with the CNV on March 31, 2026.

     

    Publication of the Special-Purpose Merger Financial Statements of YPF with the AIF:ID #3488190.

     

    (II)  YPF VENTURES

     

    YPF VENTURES Sociedad Anónima Unipersonal (33-71622528-9) is a single-shareholder corporation duly organized and existing under the laws of the Argentine Republic, with registered office at Macacha Güemes 515, Autonomous City of Buenos Aires, Argentina.

     

    The Company operates under the laws in force in the Argentine Republic, and was registered with Public Registry of Commerce (Registro Público de Comercio) on October 26, 2018 under Number 20,544 Book 92, Volume – of Corporations, correlative number 1,932,812.

    The Company’s principal activity is to invest in and contribute capital to companies, enterprises, associations, joint ventures or venture capital institutions, within the scope of Law No. 27,349, whether already incorporated or to be incorporated, in Argentina and/or abroad, for ongoing or future business activities, as well as to provide financing services and engage in financial activities.

     

    The capital stock of YPF VENTURES is represented by 883,833,943 registered, non-endorsable shares of common stock, with one vote per share and a face value of one Peso (ARS 1) each. As of the date hereof, the single shareholder of the Company is YPF. Such capital was registered with the IGJ under No. 278 of Book 125, Volume – of Corporations on January 6, 2026.

     

    Board of Directors

     

    As specified in the Minutes of the General Ordinary Shareholders’ Meeting No. 3 held on May 21, 2025, and Board of Directors’ Meeting No. 44 held on May 21, 2025, the Board of  Directors of YPF VENTURES is currently composed of 3 (three) regular directors and 3 (three) alternate directors, as indicated below:

     

    Position

    Name

    Term of office

    Chairman

    Hernán Luis Polverini

    One fiscal year

    Vice Chairman

    Gustavo Ernesto Di Luzio

    One fiscal year

    Regular Director

    Patricio Da Re

    One fiscal year

    Alternate Director

    Carolina Civale

    One fiscal year

    Alternate Director

    Matias Landin

    One fiscal year

    Alternate Director

    Rodrigo Lucas González

    One fiscal year

     

    The Board of Directors was registered with the IGJ under No. 21821, Book 124, Volume – of Corporations on November 19, 2025.

     

    10


    Supervisory Committee

     

    The Supervisory Committee of YPF VENTURES is composed of 3 (three) regular members (statutory auditors) and three (3) alternate members (statutory auditors), as detailed below:

     

    Position

    Name

    Term of Office

    Regular Member

    Eduardo Baldi

    One fiscal year

    Regular Member

    Luis Rodolfo Bullrich

    One fiscal year

    Regular Member

    María Inés Anchava

    One fiscal year

    Alternate Member

    Juan Manuel Sampietro

    One fiscal year

    Alternate Member

    Francisco Muruzeta

    One fiscal year

    Alternate Member

    Nicolás Perkins

    One fiscal year

     

    Pending Registration Procedures with the IGJ

     

    YPF VENTURES has no pending registration procedures with the IGJ.

     

    (III)  OLCLP

     

    OLEODUCTO  LOMA  CAMPANA  LAGO  PELLEGRINI  Sociedad  Anónima Unipersonal (30-71599541-3) is a single-shareholder corporation duly organized and existing under the laws of the Argentine Republic, with registered office at Macacha Güemes 515, Autonomous City of Buenos Aires, Argentina. The Company operates under the laws in force in the Argentine Republic, and was registered with Public Registry of Commerce (Registro Público de Comercio) on October 26, 2018 under Number 5,365, Book 89, Volume – of Corporations, correlative number 1,932,871.

     

    The principal activity of the Company is the construction and operation of an oil pipeline in the Argentine Republic, as well as the transportation and storage of oil, the import, export, purchase and sale of raw materials, industrial equipment and machinery, and any other activities related to its principal purpose.

     

    The capital stock of OLCLP is represented by 868,399,016 registered, non-endorsable shares of common stock, with one vote per share and a face value of one Peso (ARS 1) each. As of the date hereof, the single shareholder of the Company is YPF. Such capital was registered with the IGJ under No. 17991, Book 96, Volume – of Corporations on September 13, 2019.

     

    Board of Directors

     

    As evidenced in the Minutes of the General Ordinary Shareholders’ Meeting No. 10 held on May 22, 2025, Board of Directors’ Meeting No. 56 held on May 22, 2025, Extraordinary and General Shareholders’ Meeting No. 11 held on June 4, 2025, the Board of Directors of OLCLP is currently composed of 3 (three) regular directors and 3 (three) alternate directors, as indicated below:

     

    Position

    Name

    Term of office

    Chairman

    Horacio Carabajal

    One fiscal year

    Vice Chairman

    Ariel Augusto Andreucci

    One fiscal year

    Regular Director

    Agustin Rebello

    One fiscal year

    Alternate Director

    Jimena Buyatti

    One fiscal year

    Alternate Director

    María Paz Viacava

    One fiscal year

    Alternate Director

    Santiago Hrubisko

    One fiscal year

     

    The Board of Directors was registered with the IGJ under No. 20215, Book 124, Volume – of Corporations on October 30, 2025.

     

    Supervisory Committee

     

    The Supervisory Committee of OLCLP is composed of 3 (three) regular members (statutory auditors) and three (3) alternate members (statutory auditors), as detailed below:

     

    Position

    Name

    Term of office

    Regular member

    Eduardo Baldi

    One fiscal year

    Regular member

    Luis Rodolfo Bullrich

    One fiscal year

    Regular member

    Marcela Inés Anchava

    One fiscal year

    Alternate member

    Pablo Venarotti

    One fiscal year

    Alternate member

    Francisco Muruzeta

    One fiscal year

    Alternate member

    Nicolás Perkins

    One fiscal year

     

    Pending Registration Procedures with the IGJ

     

    OLCLP has no pending registration procedures with the IGJ.

     

    11


    MERGER PROPOSAL

     

    Under the Preliminary Merger Agreement, the Merging Companies agreed to execute the Merger, whereby YPF S.A. (“YPF” or the “Absorbing Company”) shall absorb YPF VENTURES (“YPF VENTURES”) and OLEODUCTO LOMA CAMPANA LAGO

    PELLEGRINI S.A.U. (“OLCLP” and jointly with YPF VENTURES, the “Absorbed Companies), which shall be dissolved without going into liquidation. The effects of the Merger are described below.

     

    1. Transfer of assets and liabilities

     

    The Absorbed Companies’ assets and liabilities shall be transferred to YPF, which shall then incorporate into YPF´s equity all the assets, liabilities, rights and obligations of the said companies. The assets and liabilities of the Absorbed Companies shall be incorporated into YPF’ equity at the value thereof recorded in the respective Special-Purpose Merger Financial Statements as of December 31, 2025, effective as from January 1, 2026. Such incorporation shall include the rights and obligations which, for whatever reason, have not been contemplated in the respective Special-Purpose Merger Financial Statements as of December 31, 2025, including all rights and obligations arising or known after the closing date of such Special-Purpose Merger Financial Statements as of December 31, 2025 (i.e., December 31, 2025) as a consequence of acts or activities prior to the closing date.

     

    According to the title reports required by the Real Estate Registry and the Motor Vehicle Registry, there are no registrable assets owned by the Merging Companies that will be transferred to the Absorbing Company as a result of the Merger. It is hereby noted that, as of the date of publication of this Prospectus, the title report from the Real Estate Registry of the Province of Río Negro is pending receipt by OLCLP. In the event that the aforementioned report contains information that must be disclosed, the investor public will be notified in accordance with applicable regulations.

     

    2. Dissolution of the Absorbed Companies

     

    YPF VENTURES AND OLCLP shall be dissolved without liquidation, in compliance with the provisions of Section 94, subsection 7 of the LGS, and the shares representing their capital stock shall consequently be canceled.

     

    3. Exchange Ratio

     

    In light of the fact that, as of the date of the Extraordinary Shareholders’ Meetings, YPF will directly own 100% of the shares of the Absorbed Companies—and as set forth in Exhibit II to the Preliminary Merger Agreement (Exhibit A)—the capital stock will not be increased and, consequently, no new shares of YPF will be issued in connection with the absorption of the Absorbed Companies by the Absorbing Company. Accordingly, no exchange ratio will be established as a result of the Merger..

     

    4. No Amendment to the corporate by-laws of YPF required

     

    As a result of the Merger, and as indicated in paragraph 3 above, the capital stock of YPF will not be modified.

    Besides, the Corporate By-Laws of YPF will not be amended as YPF’s corporate purpose allows it to undertake the activities carried out by the Absorbed Companies.

     

    5. Effective date of reorganization

     

    Under the Preliminary Merger Agreement, as from January 1, 2026, 100% of all assets (including real and personal property, patents, trademarks, receivables and intangibles), liabilities, rights and obligations of the Absorbed Companies shall be deemed incorporated into the assets of YPF for all purposes, including accounting and tax purposes, without any reservations or limitations whatsoever.

     

    Under the provisions of Sections 82 and related sections of the LGS, YPF shall acquire title to all rights and obligations of the Absorbed Companies, and the transfer of their respective assets and liabilities shall become effective upon registration of the Definite Merger Agreement with the IGJ, with effect as from January 1, 2026.

     

    6. Public offering of securities

     

    YPF is authorized to make public offerings of its securities on the CNV and the SEC. Its securities are traded on the BYMA and the NYSE.

     

    YPF is subject to the supervision of the CNV, and, therefore, is also subject to the provisions of Chapter X, Title II of the CNV Regulations and the regulations of the markets in which its securities are traded.

     

    The Absorbed Companies are not admitted to the securities public offering system and their shares are not traded in any local or foreign stock exchange.

     

    12


    7.  Extraordinary General Shareholders’ Meetings of YPF, YPF VENTURES and OLCLP

     

    The Extraordinary Shareholders’ Meetings of YPF, YPF VENTURES and OLCLP shall be held on April 30, 2026, within the statutory period to consider, among other issues, the Merger and the respective Preliminary Merger Agreement, the Special-Purpose Merger Financial Statements as of December 31, 2025, the Consolidated Merger Balance Sheet and the dissolution without liquidation of the Absorbed Companies, as appropriate.

     

    Such Extraordinary Shareholders’ Meetings were called by the respective Boards of  Directors of the Merging Companies, whose meetings were held on the following dates:

     

             YPF: by Board of Directors’ meeting of March 27, 2026

             YPF VENTURES: by Board of Directors’ Meeting of April 6, 2026

             OLCLP: by Board of Directors’ meeting of April 6, 2026

     

    Once such Extraordinary Shareholders’ Meetings have been called and held, the Merging Companies shall publish a notice of merger for 3 (three) days in accordance with the provisions of section 83, subsection 3) of the LGS. Such notice shall include, among other information, the value of the assets and liabilities to be transferred, the execution date of the Preliminary Merger Agreement and the dates of the corporate resolutions approving it. Creditors of the Merging Companies may file objections to the Merger within a term of fifteen (15) days from the last publication of such notice. Any creditors objecting to the Merger will have twenty (20) additional days upon the expiration of the said 15-day term to obtain a warrant of attachment from a court in those cases in which they have not been paid off or properly secured.

     

    Upon the expiration of the terms mentioned above, the representatives of the Merging Companies shall execute the Definitive Merger Agreement (the "Definitive Merger Agreement") before a notary public and shall file it with the CNV and the relevant regulatory authorities to obtain the approval and subsequent registration of the Merger and dissolution without liquidation of the Absorbed Companies. Once the Definitive Merger Agreement has been approved and registered with the IGJ, the Merger shall be binding upon and enforceable against third parties.

     

    8. Management of the Absorbed Companies

     

    The Parties agree not to impose limitations on the management of their respective activities and not to grant any warranties from the Effective Date of the Merger until the Merger is effectively registered for the regular performance of their operations. From the date of the Definitive Merger Agreement -and unless the competent authorities provide otherwise- the management and representation of the Absorbed Companies shall be performed by the Board of Directors and President (respectively) of YPF, and the officers previously exercising such functions in the Absorbed Companies shall cease in such roles (section 84, last paragraph, of the LGS). From the Effective Date of Merger until the registration of the Definitive Merger Agreement with the IGJ, all acts performed and carried out by the Absorbed Companies as a result of the management of the businesses to be merged shall be considered as carried out on behalf of YPF. YPF shall conduct its business in such a way so as to avoid any acts that might lead to material changes in the composition of the merged equities until the registration of the Definitive Merger Agreement with the IGJ.

     

    9. Administrative approvals, authorizations and consents

     

    It is hereby placed on record that this Merger does not require any prior notice or review by the Argentine Antitrust Commission (Comisión Nacional de Defensa de la Competencia), as it is an intragroup reorganization and, therefore, there has been no “change of control” as defined in section 7 and related sections of Law No. 27,442. Besides, this Merger does not require any other administrative consent.

     

    13


    REASONS AND PURPOSES OF THE MERGER

     

    The Merger is carried out with the purpose of improving administrative efficiency, reducing and rationalizing operating costs, and generating administrative and tax savings, as well as simplifying the corporate structure and optimizing the technical, administrative and financial structures of the companies involved. Accordingly, it is deemed advisable to centralize business management within a single corporate entity in order to manage the activities of the participating companies in a uniform and coordinated manner, thereby achieving proper planning, reducing costs and optimizing resources.

     

    CORPORATE RESOLUTIONS APPROVING THE MERGER

     

    The Preliminary Merger Agreement, the respective Special-Purpose Merger Financial Statements as of December 31, 2025 and the Consolidated Merger Balance Sheet of the Merging Companies were approved by the respective Board of Directors of each of the Merging Companies on March 13, 2026.

     

    Under the Preliminary Merger Agreement, the Merging Companies agreed that (i) the Merger must be approved by the Extraordinary Shareholders’ Meetings, for which purpose the parties agreed to submit to the consideration of their respective Boards of Directors, the approval of the Preliminary Merger Agreement, the authorization for the execution of the Definitive Merger Agreement and the dissolution without liquidation of the Absorbed Companies, as applicable, among other issues; and (ii) should the Extraordinary Shareholders’ Meeting of the Absorbing Company, or the Extraordinary Shareholders’ Meeting of the Absorbed Companies fail to approve it, the Preliminary Merger Agreement shall be null and void.

     

    ACCOUNTING INFORMATION

     

    In compliance with the provisions of Section 83 of the LGS, Section 146, subsection 3 of IGJ General Resolution No. 15/2024, Section 3, subsection 6, Part I, Chapter X, Title II of the CNV Regulations, and Section 104, subsection 4, Chapter IX, Title II of the ByMA Regulations, as well as any other applicable legal and regulatory provisions, the Merging Companies have prepared a Consolidated Merger Balance Sheet based on consistent and identical valuation criteria in compliance with the IFRS, since the Absorbing Company is admitted to the securities public offering system, and, therefore, it is required to prepare its financial statements in accordance with the IFRS. Such Consolidated Merger Balance Sheet has been prepared based on the information reported in the Special-Purpose Merger Financial Statements as of December 31, 2025 of each of the Merging Companies, all of which have been audited by Deloitte & Co. S.A., including, where applicable, presentation and measurement adjustments to align such information with IFRS.

     

    As set forth in Section 7 of the Preliminary Merger Agreement, in light of the fact that, as of the date of the Extraordinary Shareholders’ Meetings, YPF directly owns 100% of the shares of YPF VENTURES and OLCLP, the capital stock of YPF will not be increased and no new shares will be issued as a result of the Merger; accordingly, no exchange ratio shall apply.

     

    14


    ADDITIONAL INFORMATION

     

    The Special-Purpose Merger Financial Statements of YPF, YPF VENTURES and OLCLP as of December 31, 2025 and the Consolidated Merger Balance Sheet as of like date, were filed with the CNV and may be consulted on the CNV’s website (www.cnv.gob.ar). Besides, shareholders wishing to do so may request printed copies of this Prospectus and the Exhibits hereto at the registered offices of YPF, located at Macacha Güemes 515, Autonomous City of Buenos Aires.

    The Consolidated Merger Balance Sheet as of December 31, 2025 is provided on the following page.

    CONSOLIDATED MERGER BALANCE SHEET AS OF 12/31/2025

     

    Notes

     

    YPF

    Sociedad

    Anónima

     

    Oleoducto

    Loma

    Campana –

    Lago

    Pellegrini

    Sociedad

    Anónima

    Unipersonal

    (1)

     

    YPF

    Ventures

    Sociedad

    Anónima

    Unipersonal

     

    Subtotal

     

    Eliminations

    and

    adjustments

     

    Consolidated

    Merger

    Balance

    Sheet

    ASSETS

     

     

     

     

     

     

     

     

     

     

     

     

     

    Non-current assets

     

     

     

     

     

     

     

     

     

     

     

     

     

    Intangible assets

    5

     

    666,586

     

    -

     

    -

     

    666,586

     

    -

     

    666,586

    Property, plant and equipment

    6

     

    25,767,093

     

    59,079

     

    -

     

    25,826,172

     

    74,075

     

    25,900,247

    Right-of-use assets

    7

     

    773,945

     

    -

     

    -

     

    773,945

     

    -

     

    773,945

    Investments in subsidiaries, associates and joint

     

     

     

    5,103,965

     

     

    -

     

     

    -

     

     

    5,103,965

     

     

    (156,654)

     

     

    4,947,311

    ventures

    8

     

     

     

     

     

     

     

     

     

     

     

    Other receivables

    11

    915,442

     

    -

     

    -

     

    915,442

     

    -

     

    915,442

    Trade receivables

    12

    7,497

     

    -

     

    -

     

    7,497

     

    -

     

    7,497

    Investments in financial assets

    13

    -

     

    -

     

    1

     

    1

     

    (1)

     

    -

    Total non-current assets

     

    33,234,528

     

    59,079

     

    1

     

    33,293,608

     

    (82,580)

     

    33,211,028

    Current assets

     

     

     

     

     

     

     

     

     

     

     

     

    Assets held for sale

    9

    1,479,221

     

    -

     

    -

     

    1,479,221

     

    -

     

    1,479,221

    Inventories

    10

    2,030,240

     

    -

     

    -

     

    2,030,240

     

    -

     

    2,030,240

    Other receivables

    11

    1,574,913

     

    92

     

    676

     

    1,575,681

     

    (135)

     

    1,575,546

    Trade receivables

    12

    1,997,286

     

    2,512

     

    -

     

    1,999,798

     

    (1,375)

     

    1,998,423

    Investments in financial assets

    13

    369,335

     

    6,073

     

    -

     

    375,408

     

    (6,073)

     

    369,335

    Cash and cash equivalents

    14

    969,615

     

    18,125

     

    338

     

    988,078

     

    -

     

    988,078

    Total current assets

     

    8,420,610

     

    26,802

     

    1,014

     

    8,448,426

     

    (7,583)

     

    8,440,843

    TOTAL ASSETS

     

    41,655,138

     

    85,881

     

    1,015

     

    41,742,034

     

    (90,163)

     

    41,651,871

    SHAREHOLDERS’ EQUITY

     

     

     

     

     

     

     

     

     

     

     

     

    Capital

     

    3,921

     

    868

     

    884

     

    5,673

     

    (1,752)

     

    3,921

    Adjustment to capital

     

    6,081

     

    -

     

    -

     

    6,081

     

    -

     

    6,081

    Treasury shares

     

    12

     

    -

     

    -

     

    12

     

    -

     

    12

    Adjustment to treasury shares

     

    20

     

    -

     

    -

     

    20

     

    -

     

    20

    Share-based benefit plans

     

    9,323

     

    -

     

    -

     

    9,323

     

    -

     

    9,323

    Acquisition cost of treasury shares

     

    (34,274)

     

    -

     

    -

     

    (34,274)

     

    -

     

    (34,274)

    Share trading premium

     

    13,707

     

    -

     

    -

     

    13,707

     

    -

     

    13,707

    Issuance premiums

     

    640

     

    -

     

    -

     

    640

     

    -

     

    640

    Legal reserve

     

    1,141,047

     

    66

     

    -

     

    1,141,113

     

    (66)

     

    1,141,047

    Reserve for investments

     

    9,553,655

     

    -

     

    -

     

    9,553,655

     

    -

     

    9,553,655

    Reserve for purchase of treasury shares

     

    48,146

     

    -

     

    -

     

    48,146

     

    -

     

    48,146

     

    15


    Voluntary reserve

     

     

    -

     

    13,301

     

    -

     

    13,301

     

    (13,301)

     

    -

    Other comprehensive income

     

     

    6,039,399

     

    27,305

     

    7,514

     

    6,074,218

     

    (34,819)

     

    6,039,399

    Retained earnings

     

     

    (1,096,460)

     

    39,589

     

    (7,398)

     

    (1,064,269)

     

    (32,191)

     

    (1,096,460)

    TOTAL EQUITY

     

     

    15,685,217

     

    81,129

     

    1,000

     

    15,767,346

     

    (82,129)

     

    15,685,217

    LIABILITIES

     

     

     

     

     

     

     

     

     

     

     

     

     

    Non-current liabilities

     

     

     

     

     

     

     

     

     

     

     

     

     

    Provisions

    15

     

    832,445

     

    -

     

    -

     

    832,445

     

    -

     

    832,445

    Contract liabilities

     

     

    261,205

     

    -

     

    -

     

    261,205

     

    -

     

    261,205

    Deferred income tax liabilities, net

    16

     

    424,695

     

    1,737

     

    -

     

    426,432

     

    -

     

    426,432

    Income tax payable

     

     

    1,203,230

     

    -

     

    -

     

    1,203,230

     

    -

     

    1,203,230

    Tax charges

    17

     

    26,459

     

    -

     

    -

     

    26,459

     

    -

     

    26,459

    Salaries and social security

    18

     

    83,504

     

    -

     

    -

     

    83,504

     

    -

     

    83,504

    Lease liabilities

     

     

    396,386

     

    -

     

    -

     

    396,386

     

    -

     

    396,386

    Loans

    19

     

    11,985,419

     

    -

     

    -

     

    11,985,419

     

    -

     

    11,985,419

    Other liabilities

    20

     

    485,080

     

    -

     

    -

     

    485,080

     

    -

     

    485,080

    Accounts payable

    21

     

    8,404

     

    -

     

    -

     

    8,404

     

    -

     

    8,404

    Total non-current liabilities

     

     

    15,706,827

     

    1,737

     

    -

     

    15,708,564

     

    -

     

    15,708,564

    Current liabilities

     

     

     

     

     

     

     

     

     

     

     

     

     

    Liabilities associated with
    assets held for sale

     

     

    1,713,545

     

    -

     

    -

     

    1,713,545

     

    -

     

    1,713,545

    Provisions

    15

     

    317,030

     

    -

     

    -

     

    317,030

     

    -

     

    317,030

    Contract liabilities

     

     

    65,921

     

    -

     

    -

     

    65,921

     

    -

     

    65,921

    Income tax payable

     

     

    72,175

     

    1,463

     

    -

     

    73,638

     

    -

     

    73,638

    Tax charges

    17

     

    234,184

     

    118

     

    1

     

    234,303

     

    -

     

    234,303

    Salaries and social security

    18

     

    358,486

     

    -

     

    -

     

    358,486

     

    -

     

    358,486

    Lease liabilities

     

     

    432,423

     

    -

     

    -

     

    432,423

     

    -

     

    432,423

    Loans

    19

     

    3,380,344

     

    -

     

    -

     

    3,380,344

     

    (6,073)

     

    3,374,271

    Other liabilities

    20

     

    593,879

     

    -

     

    1

     

    593,880

     

    -

     

    593,880

    Accounts payable

    21

     

    3,095,107

     

    1,434

     

    13

     

    3,096,554

     

    (1,961)

     

    3,094,593

    Total current liabilities

     

     

    10,263,094

     

    3,015

     

    15

     

    10,266,124

     

    (8,034)

     

    10,258,090

    TOTAL LIABILITIES

     

     

    25,969,921

     

    4,752

     

    15

     

    25,974,688

     

    (8,034)

     

    25,966,654

    TOTAL LIABILITIES AND
    SHAREHOLDERS’EQUITY

     

     

    41,655,138

     

    85,881

     

    1,015

     

    41,742,034

     

    (90,163)

     

    41,651,871

     

    16


    EXHIBITS

     

             Exhibit A: Preliminary Merger Agreement.

             Exhibit B: Special-Purpose Financial Statements of YPF S.A., YPF VENTURES S.A.U. and OLEODUCTO LOMA CAMPANA-LAGO PELLEGRINI S.A.U. as of December 31, 2025.

             Exhibit C: Consolidated Merger Balance Sheet as of December 31, 2025.

    17


    PRELIMINARY MERGER AGREEMENT

     

    Between (i) YPF S.A. (“YPF” or “Absorbing Company”), with registered office at Macacha Güemes 515, Autonomous City of Buenos Aires, represented by Horacio Daniel Marin, in his capacity as President; and

    (ii)     YPF VENTURES S.A.U. (“YPF VENTURES”) with registered office at Macacha Güemes 515, Autonomous City of Buenos Aires, represented by Gustavo Di Luzio, in his capacity as Vice President, and;

     

    (iii) OLEODUCTO LOMA CAMPANA – LAGO PELLEGRINI S.A.U. (“OLCLP”, jointly with YPF VENTURES, the “Absorbed Companies”; both jointly with YPF, the Parties” or the “Merging Companies”) with registered office at Macacha Güemes, Autonomous City of Buenos Aires, represented by Horacio Carbajal, in his capacity as President, and

     

    WHEREAS:

     

    (a)   YPF is a corporation (sociedad anónima) duly organized and existing under the laws of the Argentine Republic, with its By-Laws registered on February 5, 1991 under number 404 of Book 108, Volume “A” of Corporations, with the Public Registry of Commerce (Registro Público de Comercio) for the Autonomous City of Buenos Aires, under the jurisdiction of the Inspection Board of Legal Entities (Inspección General de Justicia) for the Autonomous City of Buenos Aires, Argentine Republic (hereinafter, the “IGJ”); and whose Amended By-Laws were registered on June 15, 1993 under Number 5109, Book 113, Volume “A” of Corporations, with the Public Registry of Commerce for the Autonomous City of Buenos Aires, under the jurisdiction of the IGJ;

     

    (b)   YPF VENTURES is a single-shareholder corporation (sociedad anónima unipersonal) duly organized and existing under the laws of the Argentine Republic, registered with the IGJ on October 26, 2018 under Number 20544, Book 92, Volume – of Corporations;

     

    (c)  OLCLP is a single-shareholder corporation duly organized and existing under the laws of the Argentine Republic and registered with the IGJ on March 26, 2018 under Number 5365, Book 89, Volume - of Corporations;

     

    (d)  YPF directly owns 100% of the capital stock of the Absorbed Companies

     

    (e)   The Parties have discussed the possibility of effecting an intragroup corporate reorganization in the form of a merger by absorption pursuant to section 82 et seq. of the Argentine General Corporations Law (Ley General de Sociedades) No. 19,550, as amended (“LGS”, by its acronym in Spanish), and sections 80, 81 and related sections of the Profit Tax Law No. 20,628 (as restated in 2019 by Decree No. 824/2019)(“LIG, by its acronym in Spanish”), and sections 172 to 176 of its regulatory decree No. 862/2019;

     

    (f)   The Parties consider the merger by absorption by YPF of YPF VENTURES and OLCLP is convenient to centralize the business management of the companies under one single corporate organization, thereby obtaining operational and economic benefits related to the achievement of higher operating efficiency and effectiveness, enhanced use of available resources, and technical, administrative and financial structures, as well as the rationalization and reduction of associated costs.

     

    The Parties agree to execute this Preliminary Merger Agreement, subject to the approvals by the respective shareholders’ meetings and pursuant to section 82 and related sections of the LGS, the regulations of the National Securities Commission (Comisión Nacional de Valores or “CNV”), the Listing Regulations of Bolsas y Mercados Argentinos S.A. (“ByMA”), the regulations of the IGJ, and other applicable statutory and regulatory rules, and the following terms and conditions.

    FIRST: The Parties have agreed to the merger of the Absorbed Companies by the Absorbing Company through the absorption by YPF, as absorbing company, of YPF VENTURES and OLCLP, as Absorbed Companies. Therefore, the Absorbed Companies are dissolved without liquidation, in compliance with section 82 and related sections of the LGS, and sections 80, 81 and related sections of the LIG, and sections 105 to 109 of the LIG regulatory decree No. 862/2019 (the “Merger”).

    SECOND: The main reasons considered for carrying out the Merger are to improve administrative efficiency; reduce and streamline operating costs; generate administrative and tax savings; and simplify the corporate structure, as well as to optimize the Parties’ technical, administrative, and financial structures. Accordingly, it is advisable to centralize business management within a single corporate entity, thereby enabling the Parties’ activities to be conducted in a uniform and coordinated manner, in order to achieve proper planning, reduce costs, and optimize resources.

    THIRD: The Parties agree that, for all applicable accounting and tax purposes, the Merger shall have retroactive effects as from January 1, 2026 12 a.m. (the “Effective Date of Merger”).

    FOURTH: As from the Effective Date of Merger, YPF shall take over the activities of the Absorbed Companies.

    As from the Effective Date of Merger and until final registration of the Merger with the applicable regulatory authorities, the operations of the Absorbed Companies shall be deemed to have been made in the name and on behalf of YPF. YPF shall take over all the assets and liabilities of the Absorbed Companies.

    18


    FIFTH: The Merger is conducted on the basis of the values disclosed in the respective (i) Special-Purpose Financial Statements of each of the Parties (jointly, the “Special-Purpose Merger Financial Statements”) and (ii) the Consolidated Merger Balance Sheet, all of them as of December 31, 2025 (the documents indicated in (i) and (ii), jointly, hereinafter the “Financial Statements”), which include, respectively, their accompanying Notes and Exhibits, the Auditor’s Report and the Supervisory Committee’s Report, attached hereto as Exhibit I. Notwithstanding the foregoing, should any competent authority or regulatory agency require any modification to the Financial Statements, and as long as such modification relates to a formal or procedural matter, or some other aspect that is not substantial in relation to the Merger, the Parties, through their representatives, may make such modifications without the need to amend the Preliminary Merger Agreement.

    SIXTH: The Consolidated Merger Balance Sheet has been prepared by the management of the Parties based on consistent and identical valuation criteria and have been signed by their respective legal representatives with an opinion from the Supervisory Committee, an Auditor’s Report and certified by a duly licensed Certified Public Accountant. The Special-Purpose Financial Statements were approved by the Board of Directors of each of the Parties, signed by their respective legal representatives, with the opinion of the respective Supervisory Committees or Statutory Auditors, as appropriate, an Auditor’s Report and certified by a duly licensed Certified Public Accountant. The Financial Statements shall be made available to the shareholders of the Merging Companies in due time and manner and shall be timely recorded in the pertinent books.

    SEVENTH: It is placed on record that the incorporation of the assets and liabilities of the Absorbed Companies into YPF’s equity shall be carried out as of the Effective Date of Merger, at the value thereof recorded in the Special Merger Financial Statements attached hereto as Exhibit I.

    YPF directly owns 100% of the outstanding shares of common stock of the Absorbed Companies, as specified in Exhibit II. Accordingly, YPF’s capital stock shall not be increased, no exchange ratio shall be established, and no new shares of YPF shall be issued to the shareholders of the Absorbed Companies.

    EIGHTH: The Parties agree that the By-Laws of YPF shall not be amended as a consequence of the Merger since YPF’s current corporate purpose allows it to undertake the activities of the Absorbed Companies.

    NINTH:

    9.1.   The Parties agree that no limitations shall be imposed on the management of the affairs of the Merging Companies, and that no warranty shall be granted from the Effective Date of Merger until the Merger is effectively registered with the applicable regulatory authorities.

     

    9.2.  Notwithstanding the foregoing, the Absorbed Companies shall not perform any act leading to a material change in its equity or outside the ordinary course of their business.

     

    9.3.   Controls aimed at preserving the operations of the Merging Companies shall be conducted through ordinary actions performed by their respective boards of directors. The directors of the Merging Companies will continue performing their duties with the purpose of aligning their business transactions, in compliance with the integration process already underway. From the date of the Definitive Merger Agreement –and unless otherwise required by the competent authorities- the management and the representation of YPF VENTURES and OLCLP shall be undertaken by the Board of Directors and President of YPF (respectively), and the officers previously exercising such functions in the Absorbed Companies shall cease in such roles (section 84, last paragraph of the LGS).

     

    TENTH: This Preliminary Merger Agreement shall be filed with the CNV - YPF’s corporate regulatory authority - as well as with the IGJ - the corporate regulatory authority of YPF VENTURES and OLCLP-and shall be approved at the Extraordinary Shareholders’ Meetings to be held by each company, with the quorum and majorities required by the regulations applicable to each Party and their respective Corporate By-Laws (each a “Extraordinary Shareholders’ Meeting” and jointly, the “Extraordinary Shareholders’ Meetings”).

    ELEVENTH:

    11.1. The publication specified in section 83, subsection 3 of the LGS shall be timely made.

    11.2 .In the event that, pursuant to the LGS, any creditor timely objects to the merger, the Board of Directors of YPF shall be entitled to determine the way in which such creditor shall be paid off or provided with a guarantee.

    TWELFTH: The Parties hereby ratify all powers of attorney granted by them to date, which shall remain in full force and effect until their revocation or until the registration of the dissolution by merger of YPF VENTURES and OLCLP, whichever occurs first.

    THIRTEENTH: The Parties acknowledge that this Preliminary Merger Agreement has been approved by the Board of Directors of each of the Parties, subject to the approval thereof, as well as of all its effects, by their respective Extraordinary Shareholders’ Meetings. Should the Extraordinary Shareholders’ Meeting of any of the Parties resolve not to approve it, this Preliminary Merger Agreement shall be null and void with respect to that Party.

    FOURTEENTH: All acts necessary for this Merger to become effective, including any administrative proceedings to comply with the statutory requirements for the approval of the resolutions passed at Extraordinary Shareholders’ Meetings confirming the same, as the case may be, shall be performed by the members of the Board of Directors of each company or by any person appointed to such end at the Extraordinary Shareholders’ Meetings of each company.

     

     

    19


    FIFTEENTH:

    15.1.   Upon compliance with the requirements mentioned in the preceding clauses, the Definitive Merger Agreement, containing the terms required under section 83, subsection 4 of the LGS, shall be executed by the representatives of the companies. In addition, the transfers of any recordable assets arising from the Merger may be effected through the aforementioned documentation.

     

    15.2.    The Definitive Merger Agreement shall be filed with the pertinent regulatory authorities having jurisdiction over the Parties, and the corresponding registrations shall be made.

     

    SIXTEENTH: All administrative expenses in connection with the Merger shall be exclusively borne by YPF, provided this Preliminary Merger Agreement has been approved by the respective Extraordinary Shareholders’ Meetings. Otherwise, such expenses shall be paid in equal parts by the Parties.

    SEVENTEENTH: This Merger entails the reorganization of YPF pursuant to sections 80 and 81 of the LIG, and sections 172 to 176 of its regulatory decree. For tax purposes and for purposes of determining the effective date of the tax reorganization, in accordance with the provisions of Sections 80 and 81 of the LIG and Sections 172 through 176 of its regulatory decree, January 1, 2026 is defined as the date on which the successor company started performing the activities previously carried out by the predecessor companies, and December 31, 2025 as the date on which the latter ceased such activities.

    EIGHTEENTH: Finally, the Parties agree that any conflict or controversy arising out of, or in connection with, the application or performance of this Agreement, as well as any legal effect resulting from the performance hereof, shall be submitted to the jurisdiction of Ordinary Commercial Courts of the Autonomous City of Buenos Aires, expressly waiving any other venue or jurisdiction to which they may be entitled to.

    IN WITNESS WHEREOF, the Parties hereto execute 3 (three) copies of this Agreement in the Autonomous City of Buenos Aires, on March 13, 2026.

     

     

     

     

    YPF S.A.

     

    YPF VENTURES S.A.U.

    Horacio Marin

     

    Gustavo Di Luzio

    President

     

    Vice President

     

    20


     

     

     

    OLEODUCTO LOMA CAMPANA-LAGO PELLEGRINI S.A.U.

     

     

    Horacio Carbajal

     

     

    President

     

     

     

    21


    Exhibit I

    Special-Purpose Merger Financial Statements of the Merging Companies as of December 12, 2025 and Consolidated Merger Balance Sheet

     

     

    22


    Exhibit II

    Description of YPF’s equity interest in the Absorbed Companies

     

     

     

     

    YPF VENTURES

     

    YPF S.A.

    883,833,943

    100%

     

    Registered non-endorsable shares of
    common stock with a
    face value of $ 1 peso each

     

     

     

    OLCLP

     

    YPF S.A.

    868,399,016

    100%

     

    Registered non-endorsable shares of

    common stock with
    a face value of $ 1 peso each

     

     

    23


    •  Exhibit B: Special-Purpose Financial Statements of YPF S.A., YPF VENTURES S.A.U. and OLEODUCTO LOMA CAMPANA-LAGO PELLEGRINI S.A.U. as of December 31, 2025.

    •  Exhibit C: Consolidated Merger Balance Sheet as of December 31, 2025.

     

    All the documentation related to the Merger and this Prospectus has been filed with the Argentine Securities Commission (Comisión Nacional de Valores – “CNV”). Such documentation is publicly available on the CNV’s website and on YPF S.A.’s website at: https://aif2.cnv.gov.ar/presentations/publicview/c4a7fe7a-3d39-4755-a235-fe770c9f0257 and https://investors.ypf.com/Shareholders-meeting.html?_gl=1*1x5mak2*_gcl_au*MjYyMzMzNDkuMTc3MjczNzgzOQ..*_ga*MTQ0MjAzNjIxNS4xNzQ3MDc3NzY4*_ga_1H5RMH0BHL*czE3NzY2ODM1MTkkbzU5JGcxJHQxNzc2Njg0NDEyJGozMiRsMCRoMA

     

    24


    SIGNATURE

    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.

     

     

     

     

     

     

     

     

     

     

     

     

    YPF Sociedad Anónima

     

     

     

     

    Date: April 17, 2026

     

     

     

    By:

     

    /s/ Margarita Chun

     

     

     

     

     

     

     

     

     

     

     

    Name:

     

    Margarita Chun

     

     

     

     

    Title:

     

    Market Relations Officer

     

     

    25


    Get the next $YPF alert in real time by email

    Crush Q1 2026 with the Best AI Superconnector

    Stay ahead of the competition with Standout.work - your AI-powered talent-to-startup matching platform.

    AI-Powered Inbox
    Context-aware email replies
    Strategic Decision Support
    Get Started with Standout.work

    Recent Analyst Ratings for
    $YPF

    DatePrice TargetRatingAnalyst
    3/30/2026Equal-Weight → Overweight
    Morgan Stanley
    5/19/2025$48.00Neutral → Buy
    Citigroup
    4/14/2025$33.00Reduce → Hold
    HSBC Securities
    1/10/2025Neutral → Overweight
    Analyst
    12/9/2024$31.00 → $55.00Neutral → Buy
    BofA Securities
    12/4/2024$30.00 → $38.00Buy → Neutral
    UBS
    11/27/2024$33.00 → $44.00Buy → Neutral
    Citigroup
    11/1/2024$24.00 → $33.00Neutral → Buy
    Citigroup
    More analyst ratings

    $YPF
    SEC Filings

    View All

    SEC Form 6-K filed by YPF Sociedad Anonima

    6-K - YPF SOCIEDAD ANONIMA (0000904851) (Filer)

    4/20/26 8:56:34 AM ET
    $YPF
    Integrated oil Companies
    Energy

    SEC Form 6-K filed by YPF Sociedad Anonima

    6-K - YPF SOCIEDAD ANONIMA (0000904851) (Filer)

    4/8/26 9:13:48 PM ET
    $YPF
    Integrated oil Companies
    Energy

    SEC Form 6-K filed by YPF Sociedad Anonima

    6-K - YPF SOCIEDAD ANONIMA (0000904851) (Filer)

    4/1/26 9:06:54 AM ET
    $YPF
    Integrated oil Companies
    Energy

    $YPF
    Insider Trading

    Insider transactions reveal critical sentiment about the company from key stakeholders. See them live in this feed.

    View All

    SEC Form 4 filed by Martin Mauricio Alejandro

    4 - YPF SOCIEDAD ANONIMA (0000904851) (Issuer)

    3/27/26 7:22:17 PM ET
    $YPF
    Integrated oil Companies
    Energy

    SEC Form 4 filed by Aldeco Marcelo Gustavo

    4 - YPF SOCIEDAD ANONIMA (0000904851) (Issuer)

    3/20/26 6:41:41 PM ET
    $YPF
    Integrated oil Companies
    Energy

    SEC Form 3 filed by new insider Adorni Manuel

    3 - YPF SOCIEDAD ANONIMA (0000904851) (Issuer)

    3/18/26 3:37:20 PM ET
    $YPF
    Integrated oil Companies
    Energy

    $YPF
    Press Releases

    Fastest customizable press release news feed in the world

    View All

    YPF SA reports

    BUENOS AIRES, Argentina, March 26, 2026 (GLOBE NEWSWIRE) -- YPF SA announced that it has filed its annual report on Form 20-F for the fiscal year ended December 31, 2025, with the US Securities and Exchange Commission, including audited financial statements. The document is available on the YPF website at http://www.ypf.com in the Investor Relations section and can also be downloaded from the SEC's website at http://www.sec.gov. In accordance with the applicable rules, YPF is filing the interactive Data with this report. About YPF YPF is the largest energy company of Argentina, producing approximately 32% of the total oil and 27% of the total natural gas in the country (1) and supplyin

    3/26/26 5:24:33 PM ET
    $YPF
    Integrated oil Companies
    Energy

    NYSE Content Advisory: Pre-Market update + U.S. and E.U. to negotiate trade

    NEW YORK, April 11, 2025 /PRNewswire/ -- The New York Stock Exchange (NYSE) provides a daily pre-market update directly from the NYSE Trading Floor. Access today's NYSE Pre-market update for market insights before trading begins.  Kristen Scholer delivers the pre-market update on April 11th Stocks rose Friday as JP Morgan Chase (NYSE:JPM) exceeded earnings expectations.China raised tariffs on U.S. imports to 125% after the White House upped its tariffs to 145% on Chinese imports.Traders gave equities a boost after the European Union said its representatives will fly to Washington D.C. to "try and sign deals"Opening BellProject H.O.O.D highlights its efforts to b

    4/11/25 8:55:00 AM ET
    $ICE
    $JPM
    $YPF
    Investment Bankers/Brokers/Service
    Finance
    Major Banks
    Integrated oil Companies

    YPF SA reports

    BUENOS AIRES, Argentina, April 01, 2025 (GLOBE NEWSWIRE) -- YPF SA announced that it has filed its annual report on Form 20-F for the fiscal year ended December 31, 2024, with the US Securities and Exchange Commission, including audited financial statements. The document is available on the YPF website at http://www.ypf.com in the Investor Relations section and can also be downloaded from the SEC's website at http://www.sec.gov. In accordance with the applicable rules, YPF is filing the interactive Data with this report. About YPF YPF is the largest energy company of Argentina, producing approximately 36% of the total oil and 29% of the total natural gas in the country (1) and supplyin

    4/1/25 10:07:14 AM ET
    $YPF
    Integrated oil Companies
    Energy

    $YPF
    Analyst Ratings

    Analyst ratings in real time. Analyst ratings have a very high impact on the underlying stock. See them live in this feed.

    View All

    YPF Soc. Anonima upgraded by Morgan Stanley

    Morgan Stanley upgraded YPF Soc. Anonima from Equal-Weight to Overweight

    3/30/26 11:09:11 AM ET
    $YPF
    Integrated oil Companies
    Energy

    YPF Soc. Anonima upgraded by Citigroup with a new price target

    Citigroup upgraded YPF Soc. Anonima from Neutral to Buy and set a new price target of $48.00

    5/19/25 8:48:11 AM ET
    $YPF
    Integrated oil Companies
    Energy

    YPF Soc. Anonima upgraded by HSBC Securities with a new price target

    HSBC Securities upgraded YPF Soc. Anonima from Reduce to Hold and set a new price target of $33.00

    4/14/25 8:07:33 AM ET
    $YPF
    Integrated oil Companies
    Energy