Business Context and Reporting Period
Company: Grupo Supervielle S.A. (NYSE: SUPV; BYMA: SUPV)
Filing Type: Form 6-K (Report of Foreign Issuer)
Date: April 13, 2026
Context: This filing responds to an information request from shareholder Fondo de Garantía de Sustentabilidad (ANSES) regarding the Ordinary and Extraordinary Shareholders' Meeting (AGM) scheduled for April 23, 2026. The document details corporate governance, financial results for the fiscal year ended December 31, 2025, and proposed resolutions.
Key Financial Metrics (Fiscal Year Ended Dec 31, 2025)
- Net Income/Loss: The company reported a computable loss of AR$ 48,582,394,000 (in thousands of pesos, historical currency).
- Accounting Loss: After adjustments for equity instruments measured at fair value through OCI (AR$ 36,239,000) and Board/Supervisory Committee remuneration (AR$ 843,415,753), the total accounting loss was AR$ 47,702,739,247 (in thousands).
- Equity: Total Shareholders' Equity as of December 31, 2025, stands at AR$ 1,007,262,712 (in thousands).
- Related Party Transactions:
- Fees Received (Management Services): AR$ 3,449,851 (in thousands) from subsidiaries in 2025, up from AR$ 1,373,289 in 2024.
- Fees Paid (Bank Services): AR$ 4,152 (in thousands) paid to Banco Supervielle S.A. in 2025.
- Board Remuneration: Proposed total of AR$ 843,415,753 (constant currency) for 6 directors.
- Supervisory Committee Remuneration: Proposed total of AR$ 14,080,977 for 3 principal syndics.
- Certifying Accountant Fees: Proposed AR$ 127,954,038 (constant currency) for 2025, an 85% nominal increase over 2024 due to inflation.
Material Changes vs. Prior Period
- Financial Performance: The company transitioned to a significant accounting loss for 2025, necessitating the absorption of unappropriated results (AR$ 48,546,155 in thousands) against discretionary reserves.
- Share Capital: 14,050,492 Class B treasury shares were cancelled by operation of law between August 2025 and February 2026 due to the expiration of the statutory three-year holding period. This reduced the authorized share capital for public offering to 442,671,830 shares.
- Compensation Increases:
- Board remuneration increased by 13% (constant currency) compared to 2024.
- Supervisory Committee remuneration increased by 34% (constant currency) compared to 2024.
- Audit Committee budget proposed for 2026 is AR$ 64,000,000, a 10% increase over the 2025 approved budget.
- Board Composition: Proposal to increase the number of Regular Directors from 6 to 8 and maintain 2 Alternate Directors.
Guidance, Outlook, and Corporate Actions
- AGM Agenda: The upcoming meeting will consider the approval of 2025 financial statements, the absorption of losses, and the election of new directors and statutory auditors.
- Director Elections: Proposals include appointing Alejandra Gladis Naughton and Javier Conigliaro as Regular Directors and renewing the mandates of Laurence Nicole Mengin de Loyer (Regular) and Matías Jules Bernard Supervielle and Jacques Patrick Supervielle (Alternate). All proposed directors are classified as "non-independent" under CNV rules, though Ms. Mengin de Loyer qualifies as "independent" under SEC rules.
- Auditor Appointment: Price Waterhouse & Co. S.R.L. (PwC) is proposed for reappointment, with Sebastián Morazzo as Regular and Nicolás Ángel Carusoni as Alternate Certifying Accountant for 2026.
- Bylaws Amendment: The company seeks to amend its Bylaws to reflect the cancellation of treasury shares and authorize the Board to issue a restated text of the Bylaws.
- Risks/Contingencies: The filing highlights the context of "high macroeconomic volatility" in Argentina as a justification for Board remuneration levels despite the reported loss.
Investor Verification Checklist
- Loss Absorption: Verify the impact of absorbing AR$ 48.5 billion (in thousands) of losses against discretionary reserves on future dividend capacity.
- Inflation Adjustments: Confirm the methodology used for restating financial statements in constant currency (National Consumer Price Index) and its effect on reported margins and fees.
- Treasury Share Cancellation: Review the proportional increase in shareholding percentages for existing shareholders resulting from the cancellation of 14 million Class B shares.
- Related Party Fees: Assess the 151% year-over-year increase in management service fees received from subsidiaries (from AR$ 1.37B to AR$ 3.45B in thousands) and the pricing model (costs + 20% margin).
- Board Independence: Note the distinction between CNV and SEC independence classifications for the proposed directors, particularly regarding Laurence Nicole Mengin de Loyer.