Business Context and Reporting Period
This Form 6-K filing by Banco BBVA Argentina S.A. (BBVA Argentina) discloses a response to an information request from shareholder ANSES regarding the Annual General Ordinary and Extraordinary Shareholders Meeting scheduled for April 28, 2026. The filing provides details on shareholding composition as of March 31, 2026, and financial data for the fiscal year ended December 31, 2025.
Key Financial Metrics
The filing contains specific financial figures related to retained earnings, reserves, and remuneration proposals for the fiscal year ended December 31, 2025. All monetary values are presented in Argentine Pesos (AR$) restated in homogeneous currency as of December 31, 2025, in accordance with IAS 29 for hyperinflationary economies.
- Retained Results (FY 2025): AR$ 249,991,362,885.
- Share Capital (+ Capital Adjustment): AR$ 1,190,332,717,717.
- Legal Reserve (as of 12/31/2025): AR$ 951,401,696,361 (79.93% of Share Capital).
- Proposed Allocation to Legal Reserve: AR$ 49,998,272,577 (20% of FY 2025 results).
- Proposed Dividend Distribution: Partial unearmarking of AR$ 63,057,000,000 from the voluntary reserve for future distribution.
- Board Remuneration Proposal (FY 2025): AR$ 605,051,736.96 (50.42% increase vs. 2024).
- Supervisory Committee Remuneration Proposal (FY 2025): AR$ 80,611,838.13 (118% increase vs. 2024).
- External Auditor Remuneration Proposal (FY 2025): AR$ 3,019,212,698.70 (22.75% increase vs. 2024).
Note: The filing does not provide total revenue, net profit, operating cash flow, or debt figures for the fiscal year. These metrics are referenced as being available in the Integrated Annual Report filed with the Argentine Securities Commission (CNV) under ID No. 3490609.
Material Changes and Shareholding
Shareholding Composition (as of March 31, 2026):
- GRUPO BBVA: 66.55% (Total Ordinary Shares: 407,785,801).
- BBVA SA: 40.01% (245,154,707 shares).
- BBV AMERICA SL: 26.13% (160,110,585 shares).
- THE BANK OF NEW YORK MELLON ADRS: 15.53% (95,167,158 shares).
- ANSES FGS LEY 26425: 7.91% (48,487,648 shares).
- Unaggregated Domestic Shares: 9.94%.
Management Changes: The terms of four Regular Directors (Jorge Delfín Luna, Ignacio Javier Lacasta Casado, Adriana María Fernández de Melero, and Gustavo Alberto Mazzolini Casas) expired on December 31, 2025. The Board has not yet proposed specific replacements, deferring to the Shareholders' Meeting, though the Appointments and Remuneration Committee has issued a favorable opinion on designating Carlos Eduardo Elizalde as a Regular Director and María Soledad Duro Ruiz as an Alternate Director.
Guidance, Outlook, and Corporate Actions
Dividend Policy and Restrictions: The distribution of dividends is subject to prior authorization by the Central Bank of the Argentine Republic (BCRA). Under BCRA Communication "A" 8410 (dated March 19, 2026), financial institutions may distribute up to 60% of the 2025 fiscal year's earnings (net of mandatory reserves) in three equal, non-cumulative monthly installments starting from the third business day of May 2026. The proposed dividend of AR$ 63,057,000,000 is contingent on this authorization.
Bylaws Amendment: The Board proposes amending Article 15, subsection L, of the Bylaws to grant the Board of Directors broad powers to create corporate bond issuance programs and approve the issuance of corporate bonds without the need for a Shareholders' Meeting. This aims to provide greater flexibility in capital markets operations.
Auditor Appointment: The Board proposes the appointment of Pistrelli, Henry Martin y Asociados S.A. as the external auditor for the current fiscal year, with Javier José Huici as Regular External Auditor and Fernando Ariel Paci as Alternate External Auditor.
Investor Verification Checklist
- Verify the Integrated Annual Report and Financial Statements for FY 2025 (CNV ID No. 3490609) for complete revenue, profit, and cash flow data not detailed in this filing.
- Confirm the final approval of the dividend distribution by the BCRA and the specific payment dates in May, June, and July 2026.
- Monitor the outcome of the April 28, 2026 Shareholders' Meeting regarding the election of new Regular Directors to replace those whose terms expired in 2025.
- Review the status of the Bylaws amendment regarding corporate bond issuance programs with the CNV.
- Assess the impact of the 50% increase in Board remuneration and 118% increase in Supervisory Committee remuneration on corporate governance costs.