IRS

Business Context and Reporting Period

Company: IRSA Inversiones y Representaciones Sociedad Anonima (IRSA Investments & Representations Inc.)
Filing Type: Form 6-K (Report of Foreign Issuer)
Reporting Date: February 27, 2026
Context: The filing announces a request to the Argentine Securities Commission (CNV) for authorization to issue additional shares to satisfy obligations related to outstanding stock options approved in 2021. This action ensures the company can fulfill conversion rights if all currently outstanding options are exercised.

Key Financial Metrics and Capital Structure

Capital Structure Evolution:

• Current Capital (as of Nov 2025): 774,190,153 ordinary shares (Nominal Value ARS 10).
• Shares Issued via Option Exercise (to date): 38,110,775 shares.
• Unexercised Options: 53,161,206 options.
• Current Conversion Ratio: 1.6367.

Proposed Authorization:

• New Shares Requested: 52,495,359 ordinary shares (Nominal Value ARS 10).
• Previous Authorization Balance: 34,513,586 shares.
• Maximum Potential Capital (if all options exercised): 861,199,098 shares (Total Nominal Value ARS 8,611,990,980).

Financial Performance:

The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on capital structure adjustments and regulatory authorizations.

Material Changes Versus Prior Period

Regulatory Authorization: The company has secured a new public offering authorization (Resolution No. RESFC-2026-23459-APN-DIR#CNV) to issue 52,495,359 additional shares. This is a material change from the prior state where only 34,513,586 shares remained authorized under the 2021 resolution.
Capitalization Adjustment: The filing details adjustments to the conversion ratio pursuant to the option agreement dated April 29, 2021, necessitating the new share issuance to maintain compliance with shareholder obligations.

Guidance, Outlook, and Risks

Management Commentary: Management states the request is necessary to comply with obligations undertaken by the Company and to adjust for changes in the conversion ratio. The authorization ensures the "proper and full exercise of the options currently outstanding."
Risks and Contingencies:

• Dilution Risk: If all unexercised options (53,161,206) are exercised, the total share count will increase significantly to 861,199,098 shares.
• Regulatory Dependency: The ability to issue these shares is contingent upon the CNV's authorization, which has been granted in this filing.

Unusual Items: The filing references a merger that resulted in the issuance of 152,158,215 bonus shares (converted to ARS 10 nominal value), which is part of the historical capital evolution but not a new event in this period.

Investor Verification Checklist

• Option Exercise Trends: Verify the rate of option exercises in the months following November 2025 to assess the likelihood of the full 53 million unexercised options being converted.
• Dilution Impact: Calculate the potential dilution effect on earnings per share (EPS) if the maximum capital of 861,199,098 shares is reached.
• Regulatory Status: Confirm that the CNV Resolution No. RESFC-2026-23459-APN-DIR#CNV is fully effective and no further conditions apply to the issuance.
• Financial Health: Review the most recent 20-F or quarterly reports for actual revenue and cash flow data, as this 6-K filing contains no operational financial metrics.