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As filed with the Securities and Exchange Commission on April 9, 2026
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 20-F
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REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2025
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number: 001-12568
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BANCO BBVA ARGENTINA S.A.
(Exact name of Registrant as specified in its charter)
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BBVA ARGENTINE BANK
(Translation of Registrant’s name into English)
Republic of Argentina
(Jurisdiction of incorporation or organization)
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Av. Córdoba 111, C1054AAA
Ciudad Autónoma de Buenos Aires, Argentina
(Address of principal executive offices)
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Eduardo González Correas – 011-54-11-4348-0000 (ext. 14483) – egonzalezcorreas@bbva.com – Av. Córdoba 111 31° (C1054AAA)
Ciudad Autónoma de Buenos Aires, Republic of Argentina
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
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Securities registered or to be registered pursuant to Section 12(b) of the Act:
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Name of each exchange on which registered |
American Depositary Shares, each representing the right to receive three ordinary shares, par value Ps.1.00 per share |
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New York Stock Exchange |
Ordinary shares, par value Ps.1.00 per share |
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New York Stock Exchange* |
*The ordinary shares are not listed for trading, but are listed only in connection with the registration of the American Depositary Shares, pursuant to requirements of the New York Stock Exchange.
Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock
as of the close of the period covered by the annual report:
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| Title of class |
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Number of shares outstanding |
| Ordinary Shares, par value Ps.1.00 per share |
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612,710,079 |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. o Yes x No
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. o Yes x No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: x Yes o No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). x Yes o No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non -accelerated filer or an emerging growth company. See definition of “large accelerated filer”, “accelerated filer” and “emerging growth company” in Rule 12b -2 of the Exchange Act. (Check one):
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| Large accelerated filer |
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Accelerated filer |
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Emerging growth company |
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If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. x
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b) o
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
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| U.S. GAAP |
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International Financial Reporting Standards as issued by the
International Accounting Standards Board
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Other |
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If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. o Item 17 o Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes x No
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Auditor firm
ID: |
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1449 |
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Auditor name: |
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Pistrelli, Henry
Martin y Asociados
S.A. (Member of
Ernst & Young
Global Limited) |
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Auditor location: |
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Argentina |
TABLE OF CONTENTS
FORWARD-LOOKING STATEMENTS
This Form 20-F contains words, such as “believe”, “expect”, “estimate”, “intend”, “plan”, “may” and “anticipate” and similar expressions that identify forward-looking statements, which reflect our views about future events and financial performance. Actual results could differ materially as a result of factors beyond our control, including but not limited to:
•changes in general economic, business or political or other conditions in the Republic of Argentina (“Argentina” or “the Republic”) or changes in general economic or business conditions worldwide, including as a result of the recent war in Iran;
•governmental intervention and regulation (including banking and tax regulations);
•developments in the global financial markets;
•deterioration in the Argentine financial system or regional business and economic conditions;
•inflation;
•the outbreak and spread of a pandemic and other large-scale public health events;
•changes in exchange rates or capital markets in general that may affect policies towards or lending to Argentina or Argentine companies;
•changes in interest rates which may adversely affect our margins;
•adverse legal or regulatory disputes or proceedings;
•credit and other risks of lending, such as increases in defaults by borrowers and other delinquencies;
•increase in the provisions for loan losses;
•fluctuations and declines in the value of Argentine public debt;
•decreases in deposits or in the number of our customers;
•competition in the banking, financial services and related industries and the loss of market share;
•unanticipated increases in financing and other costs or the inability to obtain additional debt, equity or wholesale financing on attractive terms or at all; and
•the factors discussed under “Item 3. Key Information—D. Risk Factors”.
Accordingly, readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Banco BBVA Argentina S.A. (“BBVA Argentina” or the “Bank”) undertakes no obligation to update or revise these forward-looking statements or to publicly release the results of any revisions to these forward-looking statements. The accompanying information in this annual report, including, without limitation, the information under “Item 4. Information on the Company”, “Item 5. Operating and Financial Review and Prospects” and “Item 11. Quantitative and Qualitative Disclosures About Market Risk” identifies important factors that could cause material differences between any forward-looking statements and actual results.
PRESENTATION OF FINANCIAL AND OTHER INFORMATION
General
The Bank’s audited consolidated financial statements as of December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024 and 2023 included herein (the “Consolidated Financial Statements”) are prepared in accordance with the accounting standards established by International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS-IASB”).
All 2025, 2024 and 2023 data included in this report have been prepared in accordance with IFRS-IASB for the sole purpose of filing this annual report on Form 20-F with the U.S. Securities and Exchange Commission (“SEC”).
The statutory consolidated annual financial statements that the Bank prepares to comply with the requirements of the Argentine Central Bank (the “Central Bank” or “BCRA”) are prepared pursuant to the reporting framework established by the Central Bank requiring supervised entities to submit financial statements prepared pursuant to IFRS-IASB except for the application of the expected credit loss model set forth under paragraph 5.5 of IFRS 9 for debt instruments issued by the public sector.
Because of such difference, our statutory consolidated annual financial statements for the fiscal years ended December 31, 2025, 2024 and 2023 are not comparable with the Consolidated Financial Statements included herein. In addition, we will continue to have differences during 2026 between our statutory consolidated financial statements and the financial statements required by IFRS-IASB. We do not intend to report in accordance with IFRS-IASB on an interim basis during 2026. Consequently, our interim financial information for 2026 will not be comparable with the Consolidated Financial Statements and other information contained in this annual report on Form 20-F. We refer in this annual report on Form 20-F to IFRS-IASB as adjusted by the regulations of the BCRA as “IFRS-BCRA”.
The Consolidated Financial Statements consolidate all the subsidiaries of the Bank in which the Bank holds direct or indirect control. See “Item 4. Information on the Company—C. Organizational Structure” for an organizational chart of BBVA Argentina and its subsidiaries.
In this annual report, references to “$”, “US$”, “U.S. dollars”, “US dollars” and “dollars” are to United States dollars and references to “Ps.”, “Pesos” and “pesos” are to Argentine pesos. Percentages and certain dollar and peso amounts have been rounded for ease of presentation. Unless otherwise stated, all market share and other industry information has been derived from information published by the Central Bank.
Unless otherwise indicated, financial information contained in this annual report reflects the consolidation of the following subsidiaries at the year end and for the fiscal years indicated below:
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As of and for the year ended
December 31, |
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2024 |
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2023 |
| Volkswagen Financial Services Compañía Financiera S.A. |
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| Consolidar AFJP S.A. (undergoing liquidation proceedings) |
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| BBVA Asset Management Argentina S.A.U. Sociedad Gerente de Fondos Comunes de Inversión
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| PSA Finance Argentina Compañía Financiera S.A. |
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FCA Compañía Financiera S.A (1) |
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(1) On December 10, 2025, the Bank closed the acquisition of 50% of the share capital of FCA Compañía Financiera S.A., after obtaining all applicable regulatory authorizations, including those from the Central Bank and the Secretariat of Industry and Commerce. For more information see Note 2. to the Consolidated Financial Statements (as defined herein).
IAS 29 Financial Reporting in Hyperinflationary Economies requires that an entity whose functional currency is the currency of a hyperinflationary economy must state its assets, liabilities, income and expenses in terms of the measuring unit current at the end of the reporting period (December 31, 2025). The Bank has applied IAS 29 as follows for purposes of the Consolidated Financial Statements:
•Adjusted the consolidated statement of financial position as of December 31, 2025.
•Adjusted the consolidated statement of profit or loss, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and consolidated statements of cash flow for the year ended December 31, 2025, including the calculation and separate disclosure of the gain or loss on the net monetary position.
•Restated the consolidated statement of financial position as of December 31, 2024.
•Restated the consolidated statement of profit or loss, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and consolidated statements of cash flow for the years ended December 31, 2024 and 2023.
For further information regarding the methodology and criteria applied see Note 2.1.5 to the Consolidated Financial Statements.
See “Item 5. Operating and Financial Review and Prospects—A. Operating Results—Exchange Rates” for information regarding the evolution of the exchange rate between the U.S. dollar and the Argentine peso since 2021.
All figures and percentages of variations in this annual report on Form 20-F, unless otherwise stated, are presented in the measuring unit current at December 31, 2025. All comparisons of the financial system contained in this annual report on Form 20-F are presented in nominal terms.
As presented in this annual report on Form 20-F, market share data is based on data published by the Central Bank which has not been adjusted for inflation. As such, certain information presented in this annual report as adjusted for inflation may not be directly comparable to information published by the Central Bank and included herein.
CERTAIN TERMS AND CONVENTIONS
The terms below are used as follows throughout this report:
•“BBVA Argentina”, the “Bank” or the “Company” and terms such as “we”, “us” and “our” mean Banco BBVA Argentina S.A. and its consolidated subsidiaries unless otherwise indicated or the context otherwise requires.
•“BBVA” or the “BBVA Group” means Banco Bilbao Vizcaya Argentaria, S.A. and its consolidated subsidiaries unless otherwise indicated or the context otherwise requires.
•“Consolidated Financial Statements” means our audited consolidated financial statements as of December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024 and 2023, prepared in accordance with IFRS-IASB and included in this annual report on Form 20-F.
- PART I -
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Not applicable.
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
Not applicable.
ITEM 3. KEY INFORMATION
A.Selected Financial Data
Reserved.
B.Capitalization and indebtedness
Not applicable.
C.Reasons for the offer and use of proceeds
Not applicable.
D.Risk Factors
The following summarizes the risks provided below. Please carefully consider all of the information discussed in this “Item 3. Key Information—D. Risk Factors” in this annual report for a more thorough description of these and other risks:
•Risks Relating to Argentina:
•economic and political instability in Argentina;
•current levels of inflation;
•high levels of public spending;
•the Argentine economy could be adversely affected by economic events in other markets;
•a decline in international prices for or in the amount of Argentina’s principal commodity exports;
•exchange controls and restrictions on capital inflows and outflows;
•the insufficiency of the measures adopted to resolve the crisis in the energy sector;
•any failure to adequately address actual and perceived risks of institutional deterioration and corruption;
•fluctuations in the value of the peso;
•the inability of the Republic to obtain financing on satisfactory terms;
•salary increases or additional employment benefits as a result of government measures or pressure from union sectors;
•government intervention in the Argentine economy;
•amendments to the Central Bank’s Charter and the Convertibility Law; and
•the outbreak and spread of a pandemic and other large-scale public health events.
•Risks Relating to the Argentine Financial System and to BBVA Argentina:
•the short-term structure of the deposit base of the Argentine financial system, including the deposit base of the Bank, could lead to a reduction in liquidity levels and limit the long-term expansion of financial intermediation;
•reduced spreads between interest rates received on loans and those paid on deposits;
•the diversification of BBVA Argentina’s lending activity, which is shifting from a predominant focus on lending to the public sector to a broader lending portfolio that increasingly includes the private sector;
•volatility in interest rates;
•a mismatch between UVA (“Unidad de Valor Adquisitivo”, in Spanish) loans and UVA deposits;
•the inaccuracy and/or insufficiency of our estimates and established reserves for credit risk and potential credit losses;
•an increase in non-performing loans and delinquency levels;
•exposure to public sector debt;
•increased competition in the banking industry;
•activities across the BBVA Group could adversely affect us;
•the dependency of our credit ratings on Argentine sovereign credit ratings;
•the increasing dependency of the financial industry on information technology systems;
•security risks;
•an increase in fraud or transaction errors;
•any insolvency proceeding against us that could subject us to the powers of, and intervention by, the Central Bank;
•lawsuits brought against us outside Argentina;
•class actions against financial institutions;
•the ability of BBVA, our controlling shareholder, to direct our business;
•our ability to grow our business is dependent on our ability to manage our relationships with partners and grow our deposit base;
•acquisitions that could adversely affect the value of the Bank;
•any adverse consequences related to our calculation of income tax for the year ended December 31, 2022;
•the application of IAS 29 to our Consolidated Financial Statements;
•restrictions on our ability to pay dividends; and
•exposure to environmental, social and governance risks.
•Legal, Regulatory and Compliance Risks:
•material weaknesses in our internal control over financial reporting;
•our operations are conducted in a highly regulated environment;
•the instability of the regulatory framework, in particular the regulatory framework affecting financial institutions;
•our exposure to multiple provincial and municipal legislation and regulations;
•limitations arising from the Consumer Protection Law and the Credit Card Law;
•compliance risks;
•differences between U.S. and Argentine corporate disclosure, governance and accounting standards; and
•special rules that govern the priority of different stakeholders of financial institutions in Argentina.
Risks Relating to Argentina
Overview
We are an Argentine corporation (public limited company), and the vast majority of our operations, properties and customers are located in Argentina. Accordingly, the quality of our assets, our financial condition and our results of operations are significantly affected by macroeconomic and political conditions prevailing in Argentina.
Economic and political instability in Argentina may adversely and materially affect our business, results of operations and financial condition.
The Argentine economy has experienced significant volatility in recent decades, characterized by periods of low or negative growth, high levels of inflation and currency devaluation. As a consequence, our business and operations have been, and could in the future be, affected from time to time to varying degrees by economic and political developments and other material events affecting the Argentine economy, such as inflation, price controls, foreign exchange controls, fluctuations in foreign currency exchange rates and interest rates, governmental policies regarding spending and investment, national, provincial or municipal tax increases and other initiatives increasing government involvement in business activities, and civil unrest and local security concerns.
Primary elections took place on August 13, 2023. Javier Milei, candidate for La Libertad Avanza, was the most voted in the primary presidential elections with 30.0% of the total votes. The second most voted political party was Juntos por el Cambio, with 28.3% of the votes, followed by Unión por la Patria which received 27.3% of the votes. These results were surprising not only because of the parity between the main parties, but also because of the unexpected victory of Milei. The day after the elections, the administration led by Alberto Fernandez administration, who had taken office in December 2019 (the “Fernandez administration”), validated a 22% increase in the exchange rate and a 21 percentage points increase in the monetary policy rate. This devaluation was not accompanied by a stabilization plan, so the benefits of depreciating the real exchange rate were limited and monthly inflation accelerated to 12.4% and 12.7% in August and September 2023, respectively, the highest values (at that time) in more than 30 years.
After the primary elections, Minister Massa took a series of measures to improve personal income in the short term, including one-time bonuses and tax cuts. We estimate the fiscal impact of these measures at 1% of gross domestic product (“GDP”). In the general elections, Sergio Massa received 36.7% of the votes, followed by Javier Milei, who received 30.0% of the votes, and Patricia Bullrich, a member of Mauricio Macri’s party, who received 23.8% of the votes, resulting in a fragmented Congress.
A further election was held and on November 19, 2023, Javier Milei was elected President of Argentina with 55.7% of the votes, and he took office on December 10, 2023 (the “Milei administration”), resulting in a significant increase of the official US$/Peso exchange rate, which increased from 366.5 to 800.0 in a single day. Since then, the official US$/Peso exchange rate has experienced consistent growth, with an average increase of 2% per month, with an average increase of 1% per month from February 2025. Concurrently, the Milei administration initiated a significant revision of the fiscal accounts, prioritizing a reduction in public expenditure, particularly in areas such as pensions and public services.
The increase in the official US$/Peso exchange rate resulted in a notable acceleration of inflation, with monthly inflation reaching 25.5% in December 2023 and 20.6% in January 2024, which was subsequently partially offset by the restrictions on monetary issuance to support the treasury and the decline in economic activity, with monthly inflation averaging 2.8% in December 2025, and 2.9% in January and February 2026, respectively. Given this situation, one of the measures adopted by the Central Bank was the reduction of the monetary policy rate, the rate at which the Bank’s financial assets are remunerated, causing them to have a negative profitability in the face of inflation since the latter was above the monetary policy rate.
In 2024, the Milei administration focused on adopting measures seeking to achieve a fiscal surplus and reduce inflation. Despite the Milei administration’s minority position in Congress, the Milei administration passed the Ley de Bases, the reformist cornerstone of the Milei administration, which provided for significant labor reforms and the RIGI (as defined herein).
The October 2025 mid-term elections were considered a national referendum on the implementation of and support to these measures. The ruling coalition, La Libertad Avanza, secured a significant victory and increased its representation in the Argentine Congress, strengthening the Milei administration’s political mandate and ability to advance on its political agenda with respect to labor and tax liberalization, signaling a period of institutional stability and market-oriented growth in 2026.
However, political polarization and social conflict in Argentina persist. In December 2025, the introduction of the “Labor Modernization Law” caused a general strike and mobilizations led by major unions. Continued social unrest or a deterioration in the government’s ability to maintain political alliances could lead to, among others, policy uncertainty and instability, adversely affecting the economy and our business.
The implementation of further changes in political and economic policies could result in further uncertainty and instability of the Argentine economy, all of which could adversely affect our business, results of operations and financial condition. Additionally, the dollarization of the Argentine economy or other disruptive exchange rate measures could result in hyperinflation and/or a banking crisis, adversely affecting our balance sheet and our net income.
If inflation does not continue to decelerate and remains at low levels, the Argentine economy and the Bank’s business, results of operations and financial condition could be adversely affected.
Argentina has been facing high inflation levels since 2007. The Argentine National Statistics and Censuses Institute (“INDEC”) reported an annual variation of the consumer price index (“CPI”) of 211.4%, 117.8% and 31.5% in 2023, 2024 and 2025, respectively.
Since taking office, reducing inflation has been one of the main priorities of the Milei administration, with monthly rates of inflation decreasing from 25.5% in December 2023 to a record low of 1.5% in May 2025. Despite a significant deceleration from the peak inflation values reached in 2023 and 2024, Argentina continues to experience high inflation.
Inflation for 2025 was 31.5%, representing a significant decrease compared to the 117.8% inflation recorded in 2024. However, there is no assurance that inflation will continue to decrease in the future or that there will not be sudden increases of inflation affecting a particular month or quarter. For example, after monthly inflation decreased to 1.5% in May 2025, inflation increased in the last quarter of 2025 and the first months of 2026, reaching a monthly inflation rate of 2.8%, 2.9% and 2.9% in December 2025 and January and February 2026, respectively.
In 2025, continued high levels of inflation were primarily driven by the lifting of public utility prices, mainly due to the partial reduction of subsidies (energy, transport) required for fiscal consolidation, food price volatility driven by seasonal factors and financial volatility linked to the October 2025 midterm elections.
We cannot predict whether any of the measures currently implemented, or to be implemented, by the Milei administration to control inflation will have the desired effect. Currently and in the past, inflation has adversely affected the Argentine economy and the government’s ability to create conditions leading to growth. An environment of high inflation rates also negatively affects Argentina’s international competitiveness, real wages, employment rates, the consumption rate, and interest rates. High levels of inflation and the high level of uncertainty regarding economic variables, have in the past, and may in the future, adversely affect economic activity, which could materially and adversely affect our customers and counterparties and the business, results of operations and financial condition of the Bank.
In addition, high levels of inflation adversely affect the financial sector’s ability to provide long-term loans because of the difficulty in establishing an appropriate interest rate, typically making lending more expensive for banks, including us.
A high level of public spending could negatively affect the Argentine economy and its access to financial markets.
The Milei administration has identified Argentina’s public fiscal deficit as the main challenge faced by the Argentine economy to ensure a sustainable growth path with low inflation.
Since taking office, the Milei administration’s primary objective has been to improve the fiscal imbalance. In 2024, the government achieved the first primary fiscal surplus in more than a decade. In 2025, the Milei administration was able to achieve a primary fiscal surplus of 1.4% of GDP and a financial surplus (after interest payments) of 0.2% of GDP, However, there is no assurance that the Milei administration will be able to maintain a primary fiscal surplus and a financial surplus (after interest payments) in the future.
During 2024, the Milei administration adopted several measures focused on reducing the public deficit by decreasing in expenses. Such decrease in expenses was primarily driven by the inflationary dilution of specific budget items, such as pensions and public sector wages and cost-cutting initiatives. In 2025, however, the Milei administration decided to increase pensions in real terms by 13.1%. Growing social pressure to maintain the relative value (excluding the effects of inflation) of pensions significantly limited the Milei administration’s ability to implement additional cost-cutting measures.
The government’s ability to collect a higher amount of taxes is significantly dependent on economic conditions, particularly with respect to value added tax and income tax. A deterioration in economic conditions in Argentina or the implementation of cost-cutting initiatives leading to lower growth levels would adversely affect the government’s ability to collect a higher amount of taxes and jeopardize the achievement of a zero-deficit target.
Any deterioration in the government’s fiscal position negatively affects its ability to access debt markets and could result in greater restrictions on accessing those markets by Argentine companies, including the Bank. A weaker fiscal position could have a material adverse effect on the government’s ability to obtain long-term financing and adversely affect economic conditions in Argentina, which could adversely affect the Bank’s customers and counterparties and the business, results of operations and financial condition of the Bank.
An increase in Argentina’s sovereign rate risk as a result of any deterioration in the government’s fiscal position results in an increase in the risk profile of Argentine corporations primarily due to correlation between national fiscal instability and reduced corporate creditworthiness.
If Argentina’s sovereign rate risk increases as a result of any deterioration in the government’s fiscal position due to higher public spending, the business, results of operations and financial condition of the Bank could be adversely affected.
The Argentine economy could be adversely affected by economic events in other markets.
Weak or no economic growth or recession or adverse situations that affect any of Argentina’s main trading partners could negatively affect the balance of payments and, therefore, the economic growth of Argentina. In recent years, several Argentine trading partners (such as Brazil, Europe and China) have experienced significant slowdowns or periods of recession in their economies. If these slowdowns or recessions were to occur again, this could impact the demand for products that come from Argentina and thus affect its economy.
The global economy is currently facing a number of extraordinary challenges. On February 28, 2026, Israel and the United States launched a joint operation against targets in Iran. In response, Iran launched ballistic missiles and drones against targets in Israel and in other countries in the region, including the United Arab Emirates, Bahrain and Kuwait, as well as at U.S. military assets in the Middle East. As of the date hereof, certain military activities relating to this operation are ongoing, and their outcome and potential implications remain uncertain. This armed conflict in the Middle East and the war between Ukraine and Russia have led to significant disruption, instability and volatility in global markets, particularly in energy markets, which could adversely impact domestic oil export valuations and the fiscal structure of energy imports. Uncertainty about the future development of these conflicts is high. One of the main risks is that they could generate new supply shocks, pushing growth downward and inflation upward (including by contributing to increases in the prices of oil, gas and other commodities and disrupting supply chains), and paving the way for macroeconomic and financial instability episodes. Additionally, volatility in agricultural commodity prices and potential constraints in fertilizer supply chains could adversely affect the Argentine economy.
Geopolitical and economic risks have also increased in recent years as a result of trade tensions between the United States and China, Brexit and the rise of populism, among other factors. Growing tensions and the rise of populism may lead, among other things, to a deglobalization of the world economy, an increase in protectionism, a general reduction of international trade and a reduction in the integration of financial markets, any of which could materially and adversely affect the Group’s business, financial condition and results of operations.
Further, the protectionist policies introduced by the current U.S. presidential administration since early 2025, particularly tariffs on imports, have triggered strong volatility in global financial and commodity markets. Some trade-dependent industries have observed increases in manufacturing costs and disruptions to supply chains. High uncertainty surrounding the terms and duration of any tariffs and any countermeasures imposed by other countries in response to such tariffs, and any other policies that could be implemented by the current U.S. presidential administration (including fiscal, regulatory, industrial or foreign policies), as well as the effect of such tariffs, countermeasures and policies, could significantly reshape the global economic landscape and negatively impact economic conditions worldwide. The implementation of protectionist policies could result in a slowdown in global economic growth or economic recession, higher inflation and increased financial instability.
Another macroeconomic risk is the possibility of a sharp global growth slowdown. In a context marked by uncertainty and still elevated interest rates, labor markets and aggregate demand could weaken more significantly than expected. Moreover, despite increasing economic stimulus measures, growth in China could slow sharply, with a potentially negative impact on many geographical areas, including Argentina, due to tensions in real estate markets and economic sanctions imposed by the United States, among other factors. Furthermore, there is an increasing risk of sovereign debt tensions, given the high debt levels in developed and emerging countries, relatively high interest rates and weak economic growth prospects. As a result, the Argentine economy could be negatively affected as a result of lower international demand and lower prices for its products and services, higher international interest rates, less capital inflow and greater aversion to risk.
Any of the foregoing factors could adversely affect the Bank’s business, results of operations and financial condition.
A decline in international prices for or in the amount of Argentina’s principal commodity exports could have a material adverse effect on Argentina’s economy and public finances, and, as a result, on our business.
Historically, the commodities market has been characterized by high volatility. Despite the volatility of prices of most of Argentina’s commodities exports, commodities significantly contributed to the government’s revenues during the 2000s due to the imposition of export duties on agricultural products in 2002.
Under the Milei administration, the regulatory framework for agricultural exports has been heavily deregulated and related export duties have been linearly reduced, with tax rates on soybean, corn and wheat having decreased from 33% to 24% from 12% to 8.5% and from 12% to 7.5%, respectively. As a result of these measures, coupled with favorable weather conditions total export revenues of the agribusiness sector exceeded US$ 31 billion in 2025.
Lower cash inflows as a result of the aforementioned tax reductions could adversely affect the Milei’s administration ability to maintain a fiscal surplus. See “—A high level of public spending could negatively affect the Argentine economy and its access to financial markets”.
A slowdown in the economies of major trading partners like Brazil and China could reduce demand for Argentine exports.
Additionally, the amount of agricultural products harvested in any given period may decrease due to adverse weather conditions, reducing the amount of exported products and the corresponding dollar inflows, resulting in a reduction of the Central Bank’s reserves.
Declines in the prices or the amount of highly exported commodities may adversely affect the Argentine economy and the government’s fiscal revenues, which could in turn adversely impact the business, results of operations and financial condition of the Bank.
Exchange controls and restrictions on capital inflows and outflows could have a material adverse effect on Argentine public sector activity, and, as a result, on our business.
With the exception of some limited periods of time, since 2011, the different Argentine governments have implemented exchange controls and restrictions on the transfer and entry of foreign currency, significantly limiting the ability of companies to hold foreign currency in Argentina or make payments abroad.
During 2022, the government not only maintained most of the restrictions previously imposed, but also implemented an exchange rate regime with differential effective exchange rates for different sectors of the economy, which resulted in increased complexity. For instance, the government implemented the “soybean dollar”, a transitory exchange rate for exporters in the soybean sector, which was higher than the official exchange rate, leading to higher dollar settlements related to the agricultural sector. At the same time, through taxes or withholdings, new exchange rates were created for tourism and international artists, among others. Finally, a new import monitoring system with additional supervision of payments was set up.
During 2023, new exchange rates (similar to the soybean dollar in 2022) continued to appear for certain sectors as the shortage of Central Bank reserves limited the government’s ability to avoid a significant increase in the US$/Peso exchange rate. In this sense, the Fernandez administration launched several campaigns allowing exporters to settle 30% of their exports through the parallel exchange rate market with the remaining 70% having to be liquidated at the official exchange rate. Initially, this campaign only applied to soybean exporters, but it was later extended to all types of exports. After the elections, and with an increased need to generate foreign currency inflows, the proportion of export dollars that could be liquidated at the parallel exchange rate was increased from 30% to 50%, which granted some short-term relief in the Central Bank’s stock of reserves.
The Milei administration has significantly reduced foreign exchange restrictions, including by authorizing the remittance abroad of dividends for profits generated in 2025 and introducing a series of financial instruments designed to allow companies to repatriate dividends that had been retained abroad as a result of the introduction of foreign exchange controls.
Additionally, as a result of the measures implemented by the Milei administration, individuals may now access the official exchange market for hoarding and savings purposes without restrictions. Furthermore, supported by the inflow of previously unreported capital as a result of the government’s tax amnesty program, many corporations have been able to obtain foreign-currency financing in the local market. However, certain restrictions continue to be in effect, including the corporations’ inability to purchase foreign currency for hoarding or investment purposes.
The establishment of new restrictions on foreign trade or related to the foreign exchange market, together with the application of new exchange rates, could require the Bank to allocate additional and unbudgeted resources to provide customers with the tools they require to carry out transactions under the new regulatory framework. Additionally, such tools may not be developed on a timely basis due to changing demands.
Any changes in the policies of the current government concerning economic, exchange and financial matters in order to preserve the balance of payments, the Central Bank’s reserves, a capital outflow or a significant depreciation of the Peso, such as the mandatory conversion into Pesos of obligations assumed by legal entities resident in Argentina in US dollars which could be due to a period of crisis and political, economic and social instability affecting Argentina, or otherwise, could have an adverse effect on Argentina’s economic activity and the Bank’s customers and counterparties and the business, results of operations and financial condition of the Bank.
Uncertainty regarding the energy market could affect the business, the results of operations and the financial condition of the Bank.
Utility rates were almost frozen from 2019 to 2022, which worsened the national energy situation by promoting higher demand and discouraging new investments by supplying companies, resulting in an energy deficit heightened by the lack of US dollar inflows.
The Milei administration has partially removed subsidies for utilities and decided to cease all public works, mainly related to roads, since 2024. The elimination of subsidies and the progressive increase in prices could generate social unrest and be challenged in local courts. Additionally, the decision to stop all public works has resulted in lower investment and a lower need for funding to finance that investment, which has adversely affected the Bank, as lower needs for financing from the public sector results in a lower demand for lending for the Bank.
The current lack of resolution on tariffs and the armed conflicts in Ukraine and the Middle East result in uncertainty regarding the future situation of the energy market in Argentina and constitutes a source of potential risk for the country’s economy and could lead to exchange rate volatility, either of which could adversely affect the Bank’s business, results of operations and financial condition.
Any failure to adequately address actual and perceived risks of institutional deterioration and corruption may adversely affect Argentina’s economy and financial condition.
The lack of a sound institutional framework and corruption have been identified as, and continue to be, critical problems for Argentina. Argentina ranked 104 out of 181 countries in the 2025 Corruption Perceptions Index published by Transparency International.
Failure to address these issues could increase the risk of political instability, distort decision-making processes and adversely affect Argentina’s international reputation and ability to attract foreign investment, and consequently, may negatively affect our business, financial condition and results of operations. Although the Argentine government has taken several measures aimed at strengthening Argentina’s institutions, these measures may be insufficient to ensure transparency and integrity in a highly polarized political context, which could have a material adverse effect on the business, the results of operations and the financial condition of the Bank.
Fluctuations in the value of the peso could adversely affect the Argentine economy and Argentina’s ability to service its debt obligations.
Fluctuations in the value of the peso may adversely affect the Argentine economy. A devaluation of the peso may adversely affect the government’s revenues (measured in U.S. dollars), fuel inflation and significantly reduce real wages.
The Fernandez administration maintained a crawling peg of the exchange rate until the 2023 primary elections, following which, it approved a discreet rise in the exchange rate, which led to an acceleration of monthly inflation levels. Once Milei took office, the Peso/US$ official exchange rate increased by 118%, from 366.5 to 800.0 on December 13, 2023, resulting in a monthly inflation rate of 25.5% in December 2023.
In 2024, the Central Bank maintained a 2% monthly crawling peg with the aim to contain inflation following the significant increase experienced in late 2023. In February 2025, as inflation began to decelerate, the Milei administration reduced the monthly crawling peg to 1%.
In April 2025 the Milei administration implemented an exchange rate band regime, which allowed the peso to float within a pre-defined range—initially set between 1,000 and 1,400 Peso/USD—providing the market with greater flexibility and limiting the Central Bank’s intervention to measures outside of the pre-defined range. This range was initially adjusted by 1% monthly, with the upper limit increasing and the lower limit decreasing.
By December 2025, the Milei administration announced the implementation of an inflation-linked band regime and, since January 2026, the pre-defined range is adjusted monthly based on the level of inflation. This measure aims to prevent real currency appreciation and synchronize the exchange rate with the broader economy. Overall, the 2024–2025 period was characterized by a shift from rigid controls toward a flexible, rules-based system, facilitating the gradual removal of currency restrictions. Uncertainty regarding whether this inflation-linked band regime will be maintained remains high.
The upper bound of the exchange rate band is less than 20% above the official rate, suggesting limited resilience against external shocks. Consequently, this narrow margin increases the likelihood of a near-term policy shift. The perception of the current regime as a mere transitionary phase may result in increased volatility and regulatory uncertainty.
A stronger nominal appreciation of the peso could lead to concerns regarding the appreciation of the peso against the U.S. dollar in real terms. Such appreciation may reduce the level of exports due to the loss of external competitiveness and a deterioration of the current account deficit. Any such appreciation could also have a negative effect on economic growth and employment, reduce tax revenues in real terms and raise concerns regarding the possibility and impact of a sudden stop in capital flows.
Political uncertainty or changes in liquidity in international markets are likely to lead to greater volatility, and a reduction in the reserves of the Central Bank as a result of intervention in the exchange market could adversely affect inflation expectations, economic performance and the ability of the Republic of Argentina to service its debt.
Any of these factors could substantially and adversely affect the business, the results of operations and the financial condition of the Bank.
There can be no assurances that Argentina will be able to obtain financing on satisfactory terms in the future, which could have a material adverse effect on its ability to make payments on its outstanding public debt.
Argentina’s future tax revenue and fiscal results may be insufficient to meet its debt service obligations and Argentina may have to rely in part on additional financing from domestic and international capital markets in order to meet future debt service obligations. However, Argentina may not be able to access international or domestic capital markets at acceptable prices or at all, and, if that is the case, Argentina’s ability to service its outstanding public debt could be adversely affected, which could in turn adversely affect Argentina’s economy and financial condition and thereby have a material adverse effect on our business, results of operations and financial condition.
Measures taken by the government, as well as pressure from union sectors, could require salary increases or additional benefits, all of which could increase the Bank’s operating costs.
Argentine governments have from time to time passed laws and regulations requiring private companies to maintain certain salary levels and to provide additional benefits to their employees. Likewise, public sector and private sector employers have been subject to intense pressure from their workforce or the unions that represent them, to increase wages and provide certain benefits to workers, particularly due to high inflation rates.
Labor relations in Argentina are governed by specific laws such as the Labor Contract Law No. 20,744 and the Law of Collective Labor Agreements No. 14,250 which, among other things, establish how to carry out wage negotiations and other labor issues. Each industrial or commercial sector is regulated by a collective bargaining agreement that classifies companies by sector and by union. Although the bargaining process is standardized, each chamber of industry or commerce negotiates wage increases and employment benefits with the corresponding union in the relevant sector.
Congress passed a labor reform that aims to reduce labor litigation, which could improve the contractual framework for Argentine companies. However, as of the date of this annual report on Form 20-F, it is uncertain how Argentine companies will adapt to this new regime and whether it will have the desired impact.
Existing employment laws have led to salary increases that have resulted in an increase in operating costs that has adversely affected the results of operations of Argentine companies. Additionally, the adoption of new measures providing for wage increases or additional benefits for workers due to inflation or additional pressure from workers and unions or otherwise, could result in a further increase in costs and a decrease in the results of operations of Argentine companies, including those of the Bank, which could adversely affect the business, the results of operations and the financial condition of the Bank.
Government intervention in the Argentine economy could adversely affect the business, results of operations and financial condition of the Bank.
Historically, the actions carried out by Argentine governments in economic matters, including decisions regarding interest rates, taxes, price controls, wage increases, increased benefits for workers, exchange controls and potential changes in the market of currencies have had a substantial adverse effect on Argentina’s economic growth. For example, during the Kirchner administration, the direct intervention of the government in the Argentine economy increased, including through the implementation of expropriation and nationalization measures, and price and exchange controls.
While the Milei administration has reduced government intervention, expropriations, price controls and exchange controls and other direct government interventions in the economy have had in the past, and could have in the future, a negative impact on the level of investment in Argentina, the ability of Argentine companies to access to international capital markets and Argentine trade and diplomatic relations with other countries. If the Milei administration decides to increase the level of intervention in the economy, in accordance with historic practice or otherwise, the Argentine economy and, in turn, the business, the results of operations and financial condition of the Bank, could be adversely affected.
Amendments to the Central Bank’s Charter and the Convertibility Law may adversely affect the economy of Argentina.
In March 2012, Law No. 26,739 was passed amending both the Central Bank’s Charter and the Convertibility Law. This law amended the mission of the Central Bank (as established in its Charter (as defined herein)) and eliminated certain provisions previously in force. In accordance with the Central Bank’s Charter and the Convertibility Law, the Central Bank must promote monetary and financial stability, as well as promote development with social equity. Furthermore, the concept of “freely available reserves” was eliminated, allowing the Argentine government to use additional reserves to cancel debts. Additionally, the Convertibility Law established that the Central Bank may set the interest rate and the terms of the loans granted by financial institutions. Additionally, any use of reserves by the government to repay public debt or finance public spending may result in an increase in inflation, which would hinder economic growth. Moreover, a decrease in the reserves of the Central Bank might adversely affect the ability of the Argentine financial system to resist and overcome the effects of an economic crisis (whether domestic or international), adversely affecting economic growth and therefore the business, results of operations and financial condition of the Bank.
The outbreak and spread of a pandemic and other large-scale public health events could have a material adverse effect on the Bank’s business, financial condition and results of operations.
Economic conditions in Argentina and worldwide may be adversely affected by an outbreak of a contagious disease, such as the Covid-19 (coronavirus) pandemic, that develops into a regional or global pandemic and other large scale public health events. The measures taken by governments, regulators and businesses to respond to any such pandemic or event may lead to slower or negative economic growth, supply disruptions, inflationary pressures and significant increases in public debt, and may also adversely affect the Bank’s counterparties (including borrowers), which may lead to increased loan losses. Such measures could also impact the business and operations of third parties that provide critical services to the Bank.
During the outbreak of the Covid-19 pandemic, the Bank experienced a decline in activity, including as a result of branch closures and remote working requirements, and was affected by a number of regulatory measures.
If there were an outbreak of a new pandemic or another large-scale public health event occurs in the future, the Bank may experience an adverse impact, which may be material, on its business, financial condition and results of operations, including as a result of the exacerbation of any of the other risks described in this section.
Risks Relating to the Argentine Financial System and to BBVA Argentina
The short-term structure of the deposit base of the Argentine financial system, including the deposit base of the Bank, could lead to a reduction in liquidity levels and limit the long-term expansion of financial intermediation.
In recent years, the growth of the Argentine financial sector has been heavily dependent on deposits because of the relatively small size of the Argentine capital markets and the lack of access to foreign capital markets. These deposits are mainly transactional accounts, both retail and commercial, and time deposits, which average tenor usually is below 45 days (30 days is the minimum according to Central Bank regulation).
In 2025, banks were more active than in previous years in issuing senior corporate bonds in the Argentine market, typically with a tenor of around one year, but such funding relies on a market with a relatively low scale and liquidity flow. The issuance of senior corporate bonds still represented a small percentage of overall market funding in 2025.
In 2025, the removal of foreign exchange restrictions for retail investors increased the deposit stability risk. This removal could lead to increased volatility in deposits denominated in Argentine peso during periods of market stress or otherwise, as retail clients could elect to access the U.S. dollar market or withdraw peso-denominated deposits,which could adversely affect our liquidity.
We have a continuous demand for liquidity to fund our business activities. Our profitability or solvency could be adversely affected if access to liquidity and funding is constrained or made more expensive for a prolonged period of time. Furthermore, withdrawals of deposits or other sources of liquidity may make it more difficult or costly for us to fund our business on favorable terms. Although we believe that deposit liquidity levels are currently reasonable, no assurance can be given that those levels will not be reduced due to future negative economic conditions or otherwise. If depositors lose confidence as a result of negative economic conditions or otherwise and withdraw significant funds from financial institutions, there will be a substantial negative impact on the manner in which financial institutions, including us, conduct their business and on their and our ability to operate as financial intermediaries. If we are unable to access adequate sources of medium and long-term funding or if we are required to pay high costs in order to obtain the same and/or if we cannot generate profits and/or maintain our current volume and/or scale of our business, whether due to a decline in deposits or otherwise, our liquidity position and ability to honor our debts as they come due may be adversely affected, which could have a material adverse effect on our business, results of operations and financial condition.
Reduced spreads between interest rates received on loans and those paid on deposits could adversely affect our profitability.
The spread between the interest rates on loans and deposits could be affected as a result of increased competition in the banking sector and the government’s tightening or loosening of monetary policy in response to inflation levels. During recent years, as a consequence of higher inflation, interest rates have significantly increased in Argentina.
Since taking office, the Milei administration has implemented a tight fiscal policy that has resulted in a significant decrease in inflation, which has allowed the Central Bank to significantly reduce the monetary policy rate and remove restrictions on the interest rates that can be agreed between banks and their customers, resulting in decreased spreads and margins. This environment of lower rates and deregulated spreads affects the banking system and BBVA Argentina. Consequently, the Bank is proactively adjusting its pricing strategies and funding structure to adapt to this new environment. There is no assurance that we will be able to adjust our strategies and funding structure successfully.
Loans have continued to increase significantly in 2025, at a faster pace than deposits, which has adversely affected banks’ liquidity, including ours. As of December 31, 2025, the Bank’s total gross loans amounted to Ps. 15,065 billion, representing an increase of 48.8% compared to Ps. 10,126 billion as of December 31, 2024, while the Bank’s total deposits amounted to Ps. 17,205 billion, representing an increase of 31.7% compared to Ps. 13,062 billion as of December 31, 2024.
If loans continue to increase at a faster pace than deposits, this could lead to increased competition for deposits, which could pose downward pressure on banking spreads. Moreover, a change in the composition of the Bank’s sources of funding, which no longer consists primarily of non-interest-bearing deposits, could also increase downward pressure on the Bank’s margins.
Any further reductions in spreads and margins could have a material adverse effect on our business, results of operation and financial condition.
BBVA Argentina’s lending activity has become more diversified, shifting from a predominant focus on lending to the public sector to a broader lending portfolio that increasingly includes the private sector. This shift in BBVA Argentina’s lending activities could entail its own distinct set of risks.
The Milei administration continues to introduce measures to reduce Argentina’s fiscal deficit. As a result, the government’s borrowing needs continue to decline, leading to a reduced reliance on financing from the financial sector, including BBVA Argentina. In this context, BBVA Argentina continues to seek to diversify its lending activity, shifting from a predominant focus on lending to the public sector to a broader lending portfolio that increasingly includes the private sector.
While this diversification helps reduce BBVA Argentina’s exposure to sovereign risk, it also introduces new challenges. Lending to the private sector involves different credit dynamics, including a wider dispersion of borrowers, higher credit risk, and increased sensitivity to economic cycles. Successfully managing the diversification of BBVA Argentina’s lending activities may require substantial changes to BBVA Argentina’s risk management framework and operational processes, which may not be effectively or promptly implemented. In addition, private sector demand for credit may not develop at the scale or quality needed to support the Bank’s objectives.
If BBVA Argentina is unable to adapt its business plan effectively, or if the diversification of BBVA Argentina’s lending activities results in higher levels of non-performing loans, its financial condition and operating results could be adversely affected. Furthermore, continued reductions in the Argentine government’s reliance on market-based financing may limit lending opportunities for financial institutions, including BBVA Argentina.
Our business is particularly vulnerable to volatility in interest rates.
Our results of operations are substantially dependent upon the level of our net interest income, which is the difference between interest income from interest-earning assets and interest expense on interest-bearing liabilities. Interest rates are highly sensitive to many factors beyond our control, including fiscal and monetary policies of governments and central banks, regulation of the financial sector in the market in which we operate, domestic and international economic and political conditions and other factors.
In December 2023, the Central Bank decreased the annual monetary policy rate from 133% to 29% with the aim to improve the Central Bank’s balance sheet by first lowering interest-bearing liabilities and then eliminating them. In 2024, the monetary policy followed a downward trend consistent with lower inflation rates. In early 2025, the Central Bank tightened its monetary policy and increased the liquidity reserve requirements applicable to financial institutions. While following the mid-term election held in October 2025, most of these liquidity measures became more flexible, interest rates could experience high volatility and adversely affect banks’ net interest margin, including ours.
While the interest rate downward trend is expected to continue in 2026, there could still be continued volatility or the Central Bank could decide to reverse its policy on the basis of the evolution of financial conditions, including inflation, foreign exchange rates, export controls, or other macroeconomic conditions.
Additionally, the government could decide to enact regulations that could adversely affect our intermediation margins. Any of the foregoing could adversely affect our financial spread as a result of differential movements in interest rates for deposits, loans or other bank assets and liabilities. In addition, high interest rates could reduce the demand for credit and our ability to generate credit for our clients, as well as contribute to an increase in the credit default rate. As a result of these and the above factors, significant changes or volatility in interest rates could have a material adverse effect on our business, results of operations and financial condition.
Mismatch between UVA loans and UVA deposits could adversely affect our profitability.
During 2017, new UVA (inflation-adjusted) mortgages grew significantly. At the same time, the Bank launched UVA deposits, but such deposits grew at a slower pace, leading to a mismatch in this activity. During 2018, as a consequence of the peso devaluation, higher inflation and interest rates, growth in both UVA loans and liabilities slowed and from 2019 to 2023 new origination came to a halt.
In 2024 and 2025, as a result of lower inflation and improved financial conditions, UVA loans increased again, and as in the past, UVA deposits increased at a significantly slower pace.
As of December 31, 2025, UVA loans amounted to Ps.387,552 million while UVA deposits amounted to Ps.168,923 million, and this imbalance is expected to increase at least during the first half of 2026.
Independent of how this activity may develop, there will probably still be a mismatch among UVA loans and deposits in the near future, as loans are mainly mortgages with long maturities, and this mismatch could have a material adverse effect on our business, results of operations and financial condition, particularly if interest rates increase significantly in real terms.
Our estimates and established reserves for credit risk and potential credit losses may prove to be inaccurate and/or insufficient, which may materially and adversely affect our results of operations and financial condition.
Given the nature of our business, several of our products—including consumer loans, commercial loans, and other receivables—carry inherent credit risk. Changes in the income levels of our borrowers, inflationary pressures, or increases in interest rates could adversely affect their repayment capacity and, consequently, the quality of our loan portfolio.
We estimate and establish reserves for credit risk and expected credit losses. This process involves subjective and complex judgments, including projections of economic conditions and assumptions on the ability of our borrowers to repay their loans. These estimates are inherently uncertain and may not accurately predict future credit losses.
We may not be able to timely detect these risks before they occur, which may increase our exposure to credit risk. If economic conditions differ from our assumptions or if the financial condition of our borrowers deteriorates more than expected, our loan loss provisions may prove to be insufficient to cover actual losses.
Overall, if we are unable to effectively control the level of non-performing or poor credit quality loans in the future, or if our loan loss reserves are insufficient to cover future loan losses, this could have a material adverse effect on our business, results of operations and financial condition.
An increase in non-performing loans and delinquency levels may adversely affect our asset quality, profitability and financial condition.
Our business is exposed to the risk of deterioration in asset quality, including increases in non-performing loans (“NPLs”) and delinquency levels, particularly in adverse macroeconomic conditions such as declining real income, high inflation or rising interest rates.
As of December 31, 2025, our non-performing loan portfolio amounted to Ps.745,689 million, compared to Ps.148,410 million as of December 31, 2024. The NPL ratio increased to 4.9% from 1.5% in 2025. This increase was primarily driven by a deterioration in the retail portfolio, mainly in the last quarter of 2025, particularly credit cards and personal loans, and, to a lesser extent, by the commercial portfolio, mainly related to corporate exposures.
Increases in non-performing loans and delinquency levels have a direct negative impact on our financial performance. Higher levels of non-performing loans generally require us to increase provisions for loan losses in accordance with applicable regulations, resulting in funds being set aside that would otherwise be available for lending activities.
In addition, higher delinquency levels may require us to allocate additional resources to collection and recovery efforts, including hiring or reassigning personnel, which increases operating costs. These factors may reduce our net income and profitability.
Furthermore, increased provisioning requirements and reduced profitability may lead to higher lending rates for our customers or, alternatively, result in reduced margins if such costs are not passed on. A sustained deterioration in asset quality could also adversely affect our ability to distribute dividends.
Argentine financial institutions (including BBVA Argentina) continue to have exposure to public sector debt (including securities issued by the BCRA) and its repayment capacity, which in periods of economic recession, may negatively affect their results of operations.
Argentine financial institutions (including BBVA Argentina) continue to be exposed, to some extent, to public sector debt and the public sector’s repayment capacity. The Argentine government’s ability to honor its financial obligations is dependent on, among other things, its ability to establish economic policies that succeed in fostering sustainable growth and development in the long term, generating tax revenues and controlling public expenditures, which could, either partially or totally, fail to take place.
The Bank’s exposure to the public sector as of December 31, 2025 was Ps.3,943,205 million, representing approximately 16% of its total assets. Of this total, Ps.35,273 million were BCRA debt instruments and Ps.3,907,931 million mainly to Argentine government securities and, to a significantly lesser extent, to other public sector financial instruments. As a result, BBVA Argentina’s income-generating capacity may be materially impacted or may be particularly affected by the Argentine public sector’s repayment capacity and the performance of public sector bonds, which, in turn, is dependent on the factors referred to above.
Increased competition in the banking industry may adversely affect the Bank’s operations.
The markets in which we operate are highly competitive and it is expected that this trend will continue in the coming years with the increasing entry of non-bank competitors (some of which have large client portfolios and strong brand recognition) and the emergence of new business models (for example, neobanks, a new generation of financial institutions that operate exclusively online, without physical branch networks). In recent years, the financial services sector has undergone a significant transformation driven by the development of mobile technologies, data-driven innovation and the entry of new players into activities previously controlled by financial institutions and further consolidation in the banking industry. Although the Bank is making efforts to adapt to these changes through its digital transformation, its competitive position is affected by the fact that non-bank operators are less heavily regulated than banks (including BBVA Argentina). For example, banking groups are subject to prudential regulations that have implications for most of their businesses, including those in which they compete with non-bank operators (such as FinTechs or BigTechs) that are subject only to regulations specific to the activity they develop or that benefit from loopholes in the regulatory framework. Furthermore, when banking groups such as the BBVA Group carry out financial activities through the use of new technologies, they are generally subject to additional internal governance rules that place such groups at a competitive disadvantage.
Moreover, the widespread adoption of new technologies, including artificial intelligence (“AI”), cloud computing, big data analysis, crypto currencies and payment systems could require substantial investment to modify or adapt existing products and services as the Bank continues to increase its mobile and internet banking capabilities.
Likewise, the increasing use of these new technologies and mobile banking platforms could have an adverse impact on the Bank’s investments in facilities, equipment and employees of the branch network. A faster pace of transformation towards mobile and online banking models could require changes in the Bank’s commercial banking strategy, including the closure or sale of some branches and the restructuring of others, and reductions in employees. These changes could result in significant expenses as the Bank reconfigures and transforms its commercial network. Failure to effectively implement such changes efficiently and on a timely basis could have a material adverse effect on the Bank’s competitive position or otherwise have a material adverse effect on the Bank’s business, financial condition or results of operations.
Our future success may depend, in part, on our ability to use technology to provide suitable products and services for our customers and adequately manage information technology obsolescence. While the Bank has focused on developing its technological capabilities in recent years and is committed to digitization, its ability to compete successfully is likely to be adversely affected by, on the one hand, the existing uneven playing field between banks and non-bank players and, on the other, the increasing relevance of access to digital data and interactions for customer relationship management, which places digital platforms at an advantage. Digital platforms (such as those maintained by large technology or social media companies and FinTechs) increasingly dominate access to data and control over digital interactions, and are already eroding the Bank’s results in highly relevant markets such as payments. These platforms can leverage their advantage in access to data to compete with the Bank in other markets and could reduce the Bank’s operations and margins in its core businesses such as lending or wealth management. In the event that the Bank is not successful in addressing increasing competition, its business, financial condition and results of operations could be materially and adversely affected.
We are a subsidiary of the BBVA Group, and activities across the BBVA Group could adversely affect us.
We are part of a highly diversified international financial group which offers a wide variety of financial and related products and services including retail banking, asset management, private banking and wholesale banking. The BBVA Group strives to foster a culture in which its employees act with integrity and feel comfortable reporting instances of misconduct. The BBVA Group employees are essential to this culture, and acts of misconduct by any employee, and particularly by senior management, could erode trust and confidence and damage the BBVA Group and the Bank’s reputation among existing and potential clients and other stakeholders. Negative public opinion could result from actual or alleged conduct by the BBVA Group entities in any number of activities or circumstances, including operations, employment-related offenses such as sexual harassment and discrimination, regulatory compliance, the use and protection of data and systems, and the satisfaction of client expectations, and from actions taken by regulators or others in response to such conduct.
For example, Spanish judicial authorities are investigating the activities of Centro Exclusivo de Negocios y Transacciones, S.L. (“Cenyt”). Such investigation includes the provision of services by Cenyt to BBVA. On July 29, 2019, BBVA was named as an investigated party (investigado) in a criminal judicial investigation (Preliminary Proceeding No. 96/2017 – Piece No. 9, Central Investigating Court No. 6 of the National High Court) for alleged facts which could constitute bribery, revelation of secrets and corruption. Certain current and former employees of the BBVA Group, as well as former directors and officers, have also been named as investigated parties in connection with this investigation. Since the beginning of the investigation, BBVA has been proactively collaborating with the Spanish judicial authorities, including sharing with the courts information obtained in the internal investigation hired by the entity in 2019 to contribute to the clarification of the facts.
By order of the Criminal Chamber of the National High Court, the pre-trial phase ended on January 29, 2024.
On June 20, 2024, the judge issued an order authorizing the continuation of abbreviated criminal proceedings against BBVA and certain current and former employees of BBVA, as well as against some former directors and officers, for alleged facts which could constitute bribery and revelation of secrets.
It is not possible at this time to predict the possible outcomes or implications for the BBVA Group of this matter, including any fines, damages or harm to the BBVA Group’s reputation caused thereby.
This matter or any similar matters arising across the BBVA Group could damage our reputation and adversely affect the confidence of our clients, rating agencies, regulators, bondholders and other parties and could have a material adverse effect on our business, results of operations and financial condition.
Our credit ratings depend on Argentine sovereign credit ratings, and such dependence limits our access to international financial markets.
Our credit ratings are significantly influenced by Argentina’s sovereign rating, which has fluctuated considerably, in line with the several Argentine crises. As a result, our ratings have also fluctuated in the recent past, although they have tended to be higher than the sovereign rating. These fluctuations impact our costs of funding, our collateral obligations and our ability to access international markets.
From the beginning of 2023 to the date of this annual report on Form 20-F, S&P Global Ratings and Moody’s Investors Service have adjusted Argentina’s sovereign rating based on its debt-servicing capacity and macroeconomic developments. S&P Global Ratings, which had assigned a 'CCC-' sovereign rating to Argentina at the beginning of 2023, upgraded such rating to 'CCC' in March 2024 and subsequently to 'CCC+' in December 2025, citing fiscal program execution and adherence to monetary targets as the primary drivers for such upgrades. Moody’s Investors Service updated the sovereign rating it had assigned to Argentina from 'Ca' to 'Caa3' in January 2025, and again to 'Caa1' in July 2025, with a stable outlook. This upgrade was attributed to the reduction of the deficit and the maturity profile of external debt for the 2025–2026 period. While the sovereign rating assigned to Argentina by certain rating agencies has improved in recent years, there is no assurance that Argentina’s sovereign rating will not be downgraded in the future.
A downgrade in Argentina’s sovereign rating in the future, or any change in Argentina’s outlook, could limit the Bank’s access to financing on acceptable terms, or at all, which could have a material adverse effect on the business, the results of operations and the financial condition of the Bank.
The financial industry is increasingly dependent on information technology systems, which may fail, may present vulnerabilities and be exposed to cyber attacks and data leaks.
Banks and their activities increasingly rely on highly sophisticated information technology (“IT”) systems to deliver products and services to their customers. IT systems are exposed to a number of problems, such as software or hardware failures, malicious software, vulnerabilities, hacking and physical damage to vital IT centers. IT systems need regular patches and updates and banks, including us, may not be able to implement the necessary updates in a timely manner. Additionally, new technologies, such as AI and quantum technologies, which are gaining increased importance to banks’ operations, are also subject to IT risks.
In recent years, the number of security incidents to which companies from different industries are exposed has increased. Attacks are becoming more frequent and compromise the infrastructure of the affected company, exposing internal and customer information, including as a result of phishing and social engineering campaigns, the intrusion of malicious software or ransomware campaigns and denial of service attacks that affect the availability of systems, among others. Cyber threats are rapidly evolving and we may not be able to anticipate or prevent all such attacks. We are under the continuous threat of economic losses due to cyber-attacks, especially as we continue to expand customers’ capabilities to use digital channels to conduct business transactions. Two of the most significant cyber-attack risks we face are electronic fraud and the violation of confidential customer data. Electronic fraud loss occurs when cybercriminals violate and extract funds directly from customers’ or our accounts. A violation of confidential customer data, such as contact information, account numbers or credit card data, could present a significant impact on reputation and legal and /or regulatory costs for us. We may incur increasing costs in an effort to minimize these threats and we may be liable for any breach or loss of security.
In addition to the costs that may be incurred as a result of any failure of our IT systems, we may face penalties from banking regulators if we fail to comply with applicable banking or reporting regulations as a result of any IT risks. Recently, regulatory frameworks have continued to evolve. Compliance with updated requirements from the Central Bank (such as Communications “A” 7724 and 7783) and international standards like the Digital Operational Resilience Act (DORA) demands ongoing assessments, the remediation of identified gaps, and the deployment of additional measures as part of our cybersecurity risk management.
We face security risks, including denial of service attacks, hacking, social engineering attacks targeting its colleagues and customers, malware intrusion or data corruption attempts and identity theft that could result in the disclosure of confidential information, adversely affect our business or reputation, and create significant legal and financial exposure.
Our computer systems and network infrastructure and those of third parties, on which we are highly dependent, are subject to security risks and could be susceptible to cyber-attacks. Our business relies on the secure collecting, processing, transmission, storage and retrieval of confidential, proprietary and other information in its computer and data management systems and networks, and in the computer and data management systems and networks of third parties.
In addition, to access our network, products and services, our customers and other third parties may use personal mobile devices or computing devices that are outside of our compliance policy and are subject to their own cybersecurity risks. Cyber-attacks or security violations, whether directed at us or third parties, may result in material loss or have material consequences and damage our reputation.
In addition, the risk of fraud and scams is increasing as we offer more online products through digital channels. In recent years, the growing trend in cases involving phishing, malware, telephone and social media scams and credit card fraud continued to evolve into more complex ways of deception. There are several social engineering techniques that cybercriminals use to deceive customers and obtain confidential data. In this sense, the implementation of preventive measures of computer and documentary fraud as well as people’s awareness are becoming increasingly important.
Protecting assets from potential cybersecurity threats is a significant challenge. Risks continue to increase as more mobile payment products and other Internet-based products become available, expanding our internal use of web products and applications. Therefore, it is essential to implement measures and controls to increase security and mitigate threats to cybersecurity.
Cyber-attacks or security violations, whether directed at us or third parties, may result in material loss or have economic consequences. In addition, the public perception that a cyber-attack on our systems has been successful, whether or not this perception has been correct, can damage our reputation with the customers and third parties with whom we do business. Hacking of personal information and the risks of identity theft, in particular, could cause serious reputational damage. Successful penetration or circumvention of system security could cause us serious negative consequences, including loss of customers and business opportunities, significant business disruption of our operations and business, misappropriation or destruction of our confidential information and/or that of our customers, or damage to our or our customers’ and/or third parties’ computers or systems, and could result in a violation of applicable privacy laws and other laws, litigation exposure, regulatory fines, penalties or intervention, loss of confidence in our security measures, reputational damage, reimbursement or other compensatory costs, additional compliance costs, and could adversely impact our results of operations, liquidity and financial condition.
An increase in fraud or transaction errors may adversely affect our reputation, results of operations and financial condition.
Due to the large number of transactions that occur in a financial institution such as the Bank, errors can occur and worsen before being detected and corrected. In addition, some of our transactions are not fully automated, which may increase the risk of human error, or manipulation, and it may be difficult to detect losses quickly. If we are unable to effectively and timely detect and remedy fraudulent and erroneous transactions, it could damage our reputation, entail serious costs and affect our transactions, as well as have a material adverse effect on our business, results of operations and financial condition.
Because we are a financial institution, any insolvency proceeding against us would be subject to the powers of, and intervention by, the Central Bank, which may limit remedies otherwise available and extend the duration of the proceedings.
Under Argentine law, the liquidation and commencement of bankruptcy proceedings against financial institutions, until their banking license has been revoked by the Central Bank, may only be commenced by the Central Bank. If BBVA Argentina were unable to pay its debts as they come due, the Central Bank could intervene and revoke our banking license, and file a bankruptcy petition before a commercial court. If the Central Bank intervenes, the reorganization proceeding could take longer and it is likely that our shareholders’ remedies would be restricted. During any such process, the Central Bank would have to consider its interests as a regulator and could well prioritize the claims of other creditors and third parties against us. As a result of any such intervention, shareholders may realize substantially less on the claims than they would in a bankruptcy proceeding of a non-financial institution in Argentina or a financial institution or non-financial institution in the United States or any other country.
Lawsuits brought against us outside Argentina, the enforcement of foreign judgments and complaints based on foreign legal concepts may be unsuccessful.
We are a commercial bank organized under the laws of Argentina. Most of our shareholders, directors, members of the supervisory committee and officers and certain experts named herein reside outside the United States (principally in Argentina). Substantially all of our assets are located outside the United States. If any shareholder were to bring a lawsuit against our directors, officers or experts in the United States, it may be difficult for them to effect service of legal process within the United States upon these persons or to enforce in Argentina a judgment against them obtained in the courts of the United States, based upon the civil liability provisions of the United States federal securities laws, due to specific requirements of Argentine law regarding procedural law issues and principles of public policy.
Class actions against financial institutions may adversely affect the profitability of the financial sector and of the Bank.
The Argentine national Constitution and the Argentine Consumer Protection Law No. 24,240, as supplemented or amended (the “Consumer Protection Law”), contain certain provisions regarding class actions. However, their guidance with respect to procedural rules for instituting and trying class action cases is limited. Nonetheless, Argentine courts have admitted class actions in many cases, including various lawsuits against financial institutions related to “collective interests” such as alleged overcharging on products, interest rates, misapplication of regulations, life insurance required in relation to loans, and advice in the sale of public securities. In recent years, some of these lawsuits have been settled by the parties out of court, with courts approving such settlement agreements. These settlements have typically involved an undertaking by the financial institution to adjust its fees and charges or reimburse money.
If class action plaintiffs were to prevail in these or other matters against financial institutions generally, or against us specifically, this could have an adverse effect on the financial industry generally and on our business, results of operations and financial condition in particular.
If in the future, judicial or administrative decisions were to increase the degree of protection provided to our debtors and other clients, or be favorable to claims filed by consumer groups or associations, the ability of financial institutions to freely determine charges, fees or expenses for their services and products could be adversely affected, thereby affecting our business, financial condition and results of operations.
BBVA, our controlling shareholder, has the ability to direct our business and its interests could conflict with yours.
As of December 31, 2025, our parent company, BBVA, directly or beneficially owned 66.6% of our capital stock. As a result, BBVA controls virtually all decisions with respect to our company made by shareholders. It may, for example, without the concurrence of the remaining shareholders, elect a majority of our directors, effect or prevent a merger, sale of assets or other business acquisition or disposition, cause us to issue additional equity securities and determine the timing and amounts of dividends, if any, always subject to the applicable legal framework. Its interests may conflict with your interests as a holder of our shares or ADSs, and it may take actions that might be desirable to BBVA but not to our other shareholders.
Our ability to grow our business depends on our ability to manage our relationships with partners and grow our deposit base.
We seek to grow our business by, among other means, increasing our client base. Our strategic partnerships are important components of our client acquisition strategy. We have various strategic partnerships, which include Despegar, MOVE Concerts Argentina S.A., DF Entertainment S.A., Medios y Contenidos Producciones S.A. and En Vivo Producciones S.A., these four being within the entertainment sector. Distribution channels include credit card programs with Club Atlético River Plate Asociación Civil and Club Atlético Boca Juniors Asociación Civil, Argentine soccer clubs, and the agreements with automobile companies Peugeot, Citroën, Renault and Volkswagen, which we depend on to expand our client reach cost-effectively, further expand our points of presence and enhance our value proposition. Any deterioration in our relationships with our strategic partners could adversely affect our strategy and materially and adversely affect our business, results of operations and financial condition.
In addition, the successful growth of our business depends on our ability to grow our deposit base. Political, economic or legal developments in Argentina or other factors could lead customers to withdraw funds from the Argentine financial system, adversely affecting us. If there are improvements in the Argentine economy, including lower inflation and increased lending activity in the Argentine banking sector, we expect this would contribute to the growth of our business and profitability. However, we can provide no assurance regarding the future performance of the Argentine economy or how any improvements will affect us. If the Argentine economy fails to improve, it could have a material adverse effect on our business, results of operations and financial condition.
We may enter into one or more acquisitions which could adversely affect the value of the Bank.
We regularly explore consolidation opportunities in the ordinary course of business and believe there are significant opportunities to expand our footprint in the Argentine banking sector. In the event that we choose to make an acquisition in the future, any such transaction would involve a number of risks and uncertainties, including:
•the possibility that we pay more than the value we will derive from any such transaction;
•the possibility that Argentine economic and political conditions will not develop in the manner we expect;
•the possibility that the Argentine financial services market will not develop in the manner we expect;
•a reduction in our cash available for operations and other uses;
•the potential incurrence of indebtedness to finance any such transaction;
•delays in achieving or our failure to successfully achieve the anticipated benefits of any acquisition;
•difficulties in integrating any business acquired, including difficulties in harmonizing the companies’ operating practices, technology platforms, internal controls and other policies, procedures and processes;
•diversion of management time and resources in coordinating a larger or more geographically dispersed organization;
•the quality of the assets of the acquired business may be lower than we anticipate; and
•the assumption of certain liabilities, whether known or unknown.
Any of the foregoing or other risks and uncertainties related to any acquisition could have a material adverse effect on our business, results of operations and financial condition or the value of the Bank.
We may suffer adverse consequences related to our calculation of income tax for the years ended December 31, 2022.
On June 2, 2023, the Bank filed a declaratory action of unconstitutionality against the Federal Administration of Public Revenue - General Tax Directorate (AFIP-DGI), in order to obtain a ruling declaring the unconstitutionality of art. 93 of the Income Tax Law (T.O. 2019) and/or the regulations that prevent the comprehensive application of the tax inflation adjustment mechanism on the grounds that it resulted in a confiscatory income tax in the 2022 fiscal period and requesting the comprehensive application of the mechanism for updating costs and amortization of assets provided for in articles 62 to 66, 71, 87 and 88 of the tax law.
On June 6, 2023, Federal Court for Administrative Litigation No. 9 transferred the proceedings to the prosecutor’s office to issue a ruling on jurisdiction. Once the tax report was presented on June 8, 2023, the Court declared its jurisdiction.
On October 28, 2025, the Court dismissed the declaratory judgment filed due to procedural non-compliance. We filed and were granted an appeal against this ruling.
As of the date of this annual report on Form 20-F, we cannot predict the outcome of this legal action or whether we will be required to amend our income tax return for 2022 or make any provisions with respect thereto in our financial statements prepared under IFRS-IASB. If we are required to amend our income tax returns for 2022, we may be required to pay interest and charges to the Argentine tax authorities, and could be subject to other consequences. We cannot predict with certainty the outcome of our request for declaratory judgment.
The Argentine economy qualifies as a hyperinflationary economy under IAS 29. Given that the peso is our functional currency, we apply IAS 29 for periods ending after July 1, 2018, and our Consolidated Financial Statements and other financial information are presented in terms of the measuring unit current at December 31, 2025.
IAS 29 requires that financial statements of any entity whose functional currency is the currency of a hyperinflationary economy, whether based on the historical cost method or on the current cost method, be adjusted in terms of the measuring unit current at the end of the reporting period. IAS 29 does not establish a set inflation rate beyond which an economy is deemed to be experiencing hyperinflation. However, hyperinflation is commonly understood to occur when changes in price levels are close to or exceed 100% on a cumulative basis over the prior three years, when presented together with certain other qualitative macroeconomic factors.
The total cumulative inflation in Argentina in the 36 months prior to December 31, 2025, as measured by both consumer and wholesale price indexes published by INDEC, exceeded 100%. Qualitative macroeconomic factors, including the depreciation of the peso in recent months, also support the conclusion that Argentina is a hyperinflationary economy for accounting purposes.
Accordingly, IAS 29 is applicable to any financial statements as from July 1, 2018 included in any of our filings with the SEC under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Argentine accounting standards authorities have reached a consensus that the “general price index” for IAS 29 purposes is determined considering the wholesale price index up to December 2016 and the CPI from then onwards. These indices have been determined or referred to the INDEC. Therefore, our Consolidated Financial Statements included in this annual report are adjusted by applying the relevant indices and presented in terms of the measuring unit current at December 31, 2025.
We also have applied IAS 29 Financial Reporting in Hyperinflationary Economies to our statutory consolidated annual financial statements presented to the Central Bank for fiscal years beginning on or after January 1, 2020 as set forth by the BCRA through Communication “A” 6651 issued on February 22, 2019. The financial statements provided to the Central Bank are prepared in accordance with IFRS BCRA, which differs in significant respects from IFRS-IASB. See “Presentation of Financial Information”. As such, the Consolidated Financial Statements included in this annual report are not comparable with our financial statements furnished to the Central Bank.
The statutory consolidated annual financial statements that the Bank prepares to comply with the requirements of the Central Bank are prepared pursuant to the reporting framework established by the Central Bank requiring supervised entities to submit financial statements prepared pursuant to IFRS-IASB except for the application of the expected credit loss model set forth under paragraph 5.5. of IFRS 9 for debt instruments issued by the public sector.
Because of such difference, our statutory consolidated annual financial statements for the fiscal years ended December 31, 2025, 2024 and 2023 are not comparable with the Consolidated Financial Statements included herein. In addition, we will continue to have differences during 2026 between our statutory consolidated financial statements and the financial statements required by IFRS-IASB. We do not intend to report in accordance with IFRS-IASB on an interim basis during 2026. Consequently, our interim financial information for 2026 will not be comparable with the Consolidated Financial Statements and other information contained in this annual report on Form 20-F.
The Consolidated Financial Statements included in this annual report on Form 20-F have been prepared in accordance with IFRS-IASB.
We are subject to numerous restrictions on our ability to pay dividends.
We are subject to legal and other restrictions on our ability to pay dividends. In Argentina, financial institutions may distribute dividends provided that (i) they are not covered by the terms of sections 34 “Regularization and recovery” and 35 bis “Institution restructuring to safeguard lending and bank deposits” of the Law on Financial Institutions (Law No. 21,526); (ii) they are not receiving financial assistance from the BCRA; (iii) they are not in arrears or non-compliance with the information regime established by the BCRA; (iv) they meet minimum capital requirements and cash requirements and (v) they have complied with the additional capital margins applicable to them as provided for in Section 4 (Additional Capital Margins) of the BCRA’s Structured Income Distribution text. See “Item 8. Financial Information—A. Financial Statements and other Financial Information—Dividends”. Amounts available for distribution as dividends are determined pursuant to Argentine law and IFRS-BCRA.
By Communication “A” 7719 dated March 9, 2023, the Central Bank enabled financial entities, with its prior authorization, to distribute dividends for up to 40 % of their “distributable profit” in six equal, monthly and consecutive installments from April 1, 2023 to December 31, 2023.
On March 21, 2024 the BCRA issued Communication “A” 7984, effective until December 31, 2024, which established that financial institutions, with its prior authorization, may distribute dividends for up to 60% of their “distributable profit” in six equal, monthly and consecutive installments once authorization is obtained by the BCRA.
Subsequently, on April 30, 2024, the BCRA issued Communication “A” 7997, which further modified the dividend distribution framework, enabling financial entities, with its prior authorization, to distribute dividends for up to 60% of their “distributable profit” in three equal, monthly and consecutive installments. Additionally, non-resident shareholders have the option to receive their dividends in a single cash payment, provided that such funds are directly allocated to the subscription of Bonds for the Reconstruction of a Free Argentina (BOPREAL bonds), in accordance with foreign exchange regulations.
Pursuant to Communication “A” 8214 dated March 13, 2025, up to December 31,2025, the Central Bank enabled financial entities that obtained its prior authorization, to distribute dividends for up to 60 % of their “distributable profit” in ten equal, monthly and consecutive installments, starting from June 30, 2025 and with each such installment being paid no earlier than the day prior to the last business day of each subsequent month. The installments had to be paid in homogenous currency.
Pursuant to Communication “A” 8410 dated March 19, 2026, up to December 31, 2026, the Central Bank enabled financial entities that obtained its prior authorization, to distribute dividends for up to 60% of their “distributable profit” for the 2025 fiscal year in three equal, monthly and consecutive installments, starting from the third business day of May 2026 and with each such installment being paid no earlier than the third business day of each subsequent month.
As a result of the foregoing, dividends may be paid when we have no income as determined under IFRS-IASB and, conversely, dividends may not be payable even if we have income as determined under IFRS-IASB. Moreover, BBVA as our majority shareholder has the power to approve or fail to approve any proposed dividends.
Environmental, social and governance (ESG) risks may adversely impact the Bank.
ESG factors present risks associated with (i) climate change, including physical risks and transition risks (linked, among others, to changes in regulations, technologies, and market preferences associated with the transition to a less carbon-dependent economy); (ii) other environmental factors, such as biodiversity loss, water stress, and other nature-related factors; (iii) social factors, such as human rights, inclusion, diversity, and workplace safety; and (iv) corporate governance matters, such as the governance of environmental and social risks.
ESG risks include short-, medium- and long-term risks that may adversely affect the Bank and its customers or counterparties. ESG is an area of significant public debate and focus for governments and regulators, investors, the Bank’s customers and counterparties, and other stakeholders, and, as a result, ESG risks are expected to continue to evolve, and may increase, over time.
Among others, ESG risks include the following:
• Physical risks: the activities of the Bank or those of its customers or counterparties could be adversely affected by the physical risks (including acute and chronic) arising from climate change or other environmental challenges. For example, extreme weather events and chronic shifts in the climate may damage or destroy properties and other assets of the Bank or those of its customers or counterparties, make the insurance against certain risks more expensive or unfeasible, result in increased costs, or otherwise disrupt their respective operations (for example, if supply chains are disrupted as a result), diminishing –in the case of the Bank’s customers or counterparties - their repayment capacity and, if applicable, the value of assets granted as collateral to the Bank. The Bank is also exposed to potential long-term physical risks arising from climate change and other environmental challenges, such as any ensuing deterioration in economic conditions that results in credit-related costs, or potential impacts on the Bank’s assets and operations. The Bank could also be required to change its business models in response to the foregoing.
• Legal and regulatory risks: The ESG legal and regulatory landscape is increasingly fragmented. While legislatures and regulatory authorities in many jurisdictions continue to impose extensive requirements for financial institutions to integrate ESG considerations into their risk management and reporting frameworks, others are taking a different approach, with regulatory developments moving in the opposite direction, and a reduced emphasis on climate-related risk supervision, adding further complexity and uncertainty to the compliance environment. Legal and regulatory changes related to how banks consider and manage climate and other ESG risks or otherwise affecting banking practices or disclosure of information have resulted, and may continue to result, in higher compliance, operational and credit risks and costs. The Bank’s customers and counterparties may be exposed to similar legal and regulatory changes, increasing their own compliance and operational risks and costs. Further, legal and regulatory changes have resulted, and may continue to result, in legal uncertainty and the existence of overlapping or conflicting regulatory or other requirements. They may also give rise to regulatory asymmetries whereby some persons, including the Bank and its customers and counterparties, are more heavily regulated than others, placing such persons at a disadvantage. The Bank or its customers or counterparties may be unable to meet any new requirements on a timely basis or at all, including new product and service specifications, governance frameworks and practices and disclosure requirements and standards. We expect ESG-related legal and regulatory requirements to continue to evolve in the coming years. In the case of banks in particular, such evolving laws and regulations could include further requirements or restrictions related to lending, investing, capital and liquidity adequacy and operational resilience. The incorporation of ESG risks in the existing prudential framework is still developing and may result in increased risk weighting of certain assets. Moreover, there are significant risks and uncertainties inherent in the development of adequate risk assessment and modeling capabilities with respect to ESG-related matters and the collection and use of customer, third-party and other data, which may result in the Bank’s systems or frameworks (or those of its customers and counterparties, where applicable) being inadequate, inaccurate or based on incorrect or insufficient customer, third-party or other data, any of which could adversely affect the Bank’s disclosure and financial reporting. Further, increased and/or divergent regulation arising from climate change and other ESG-related challenges could result in increased litigation by different stakeholders (including non-governmental organizations (“NGOs”)) and regulatory investigations and actions.
• Technological risks: certain of the Bank’s customers and counterparties may be adversely affected by the progressive transition to a low-carbon economy and/or risks and costs associated with new low-carbon technologies. If the Bank’s customers and counterparties fail to adapt to the transition to a low-carbon economy, or if the costs of doing so adversely affect their creditworthiness, this could adversely affect the Bank’s relevant loan portfolios.
• Market risks: the Bank and certain of the Bank’s customers and counterparties may be adversely affected by changes in market preferences due to, among other things, increased ESG concern, on the one hand, or an opposing sentiment, on the other. These changes could impact the demand for our products and services, as well as for those of our customers and counterparties, and investor interest in our securities. Further, the funding costs of businesses that are perceived to be more exposed to climate change or to other ESG-related risks could increase. Any of this could result in the reduced creditworthiness of such customers and counterparties, adversely affecting the Bank’s relevant loan portfolios. The Bank and its customers and counterparties could also be adversely affected by changes in prices resulting from shifts in demand or supply brought by climate change or other ESG-related factors, including prices of energy and raw materials, or by their inability to foresee or hedge any such changes.
• Reputational risks: the perception of climate change and other ESG-related matters as a risk and an appropriate consideration in business and investment decisions by society, shareholders, customers, governments and other stakeholders (including NGOs) continues to evolve, including in relation to the financial sector’s activities. This may result in increased scrutiny of the Bank’s activities, as well as its ESG-related policies, goals, decisions, disclosures or communications. The Bank’s reputation and ability to attract or retain customers may be harmed if its response to concerns regarding ESG-related matters is deemed to be insufficient or inappropriate or if a perception is generated among the different stakeholders that the Bank’s statements, actions or disclosure do not fairly reflect the underlying sustainability profile of the Bank, its products, services, goals and/or policies. At the same time, the Bank may refrain from undertaking lending or investing activities or other services that would otherwise have been profitable in order to fulfill its ESG obligations or goals or to avoid reputational harm. Divergent views on ESG policies may also have a negative impact on the Bank’s reputation. Increased scrutiny of the Bank’s activities, as well as its ESG-related policies, goals, decisions, disclosures and communications, may result in litigation and investigations and supervisory actions (including potential greenwashing or greenhushing claims). The BBVA Group has disclosed certain aspirational ESG-related goals and such goals, which are being pursued over the long-term, may prove to be considerably more costly or difficult than currently expected, or even impossible, to achieve, including as a result of changes in regulation and policy, the pace of technological change and innovation and the actions of governments and the Bank’s customers and competitors. Potential greenwashing claims arising from ESG-related statements, disclosure and/or actions of the Bank may also give rise to reputational risks.
Any of these factors may have a material adverse effect on the Bank’s business, financial condition and results of operations.
Legal, Regulatory and Compliance Risks
If we identify material weaknesses in our internal controls and procedures or otherwise fail to maintain their effectiveness, investor confidence in the Bank and the market price of our ordinary shares and ADSs may be adversely affected.
We maintain disclosure controls and procedures designed to ensure that we timely report information as specified in applicable Argentine and U.S. rules. Within such disclosure controls and procedures, we maintain a system of internal control over financial reporting.
We can provide no assurance that we will be able to maintain effective internal control over financial reporting in the future, that misstatements due to error or fraud or otherwise will not occur, that all control issues are detected or that we will be able to prepare our financial information on a timely basis. If our disclosure controls and procedures, including internal control over financial reporting, are not effective, it could have a material adverse effect on our business, results of operations and financial condition. Moreover, it could have an adverse effect on the price of our ordinary shares and ADSs.
Our management has issued a report on its assessment of the effectiveness of our internal control over financial reporting as of December 31, 2025 and concluded that the Bank’s internal control over financial reporting was effective as of such date. See “Item 15. Controls and Procedures”.
We operate in a highly regulated environment, and our operations are subject to regulations adopted, and measures taken, by several regulatory agencies.
Financial institutions in Argentina are subject to significant regulation relating to functions that historically have been determined by the Central Bank and other regulatory authorities (for capital requirements see “Item 5. Operating and Financial Review and Prospects—Liquidity and Capital Resources—Capital Requirements”). The Central Bank may penalize us, in case of any breach of applicable regulations. Similarly, the Argentine National Securities Commission (“CNV”), which authorizes securities offerings and regulates the public securities markets in Argentina, has the authority to impose sanctions on us and our Board of Directors for breaches of corporate governance. The Financial Information Unit (Unidad de Información Financiera, or “UIF”) regulates matters relating to anti-money laundering and has the ability to monitor compliance with any such regulations by financial institutions and, eventually, impose sanctions. Any such regulatory agencies could initiate proceedings and impose sanctions against us, our shareholders or our directors.
The Central Bank has also imposed restrictions on the positive foreign currency net global position of financial institutions, which have been modified several times, to prevent the Central Bank’s foreign currency reserves from further decreasing. As of the date of this annual report, the positive foreign currency net global position may not exceed 5% of the basic net equity plus complementary net equity (“RPC”) of the immediately preceding month.
In addition, pursuant to Law No. 21,526, sanctions imposed by the Central Bank, the UIF, the CNV and/or the Superintendencia de Entidades Financieras y Cambiarias (the Superintendence of Financial Institutions and Exchanges, referred to as the “Superintendence”) and/or their authorities, may result in the revocation of the licenses to operate as financial institutions. Such revocation may occur when, in the opinion of the board of directors of the Central Bank, there was a material change in the conditions deemed necessary to maintain such license, including those relating to the suitability, experience, moral character or integrity of (i) the members of a financial institution’s board of directors (directors, counselors or equivalent authorities), (ii) its shareholders, (iii) the members of its supervisory committee or (iv) others, such as its managers.
The absence of a stable regulatory framework or the imposition of measures that may affect the profitability of financial institutions in Argentina and limit the capacity to hedge against currency fluctuations could result in significant limits to financial institutions’ decision-making ability. In turn, this could cause uncertainty and negatively affect our future financial activities and result of operations. In addition, existing or future legislation and regulation could require material expenditures or otherwise have a material adverse effect on our business, results of operations and financial condition.
In addition to regulations specific to our industry, we are subject to a wide range of federal, provincial and municipal regulations and supervision generally applicable to businesses operating in Argentina, including laws and regulations pertaining to labor, social security, public health, consumer protection, the environment, competition and price controls.
These or any other future governmental measures or regulations could have a material adverse effect on our business, results of operations and financial condition.
The instability of the regulatory framework, in particular the regulatory framework affecting financial institutions, could have a material adverse effect on financial institutions such as BBVA Argentina.
While the government led by Mauricio Macri repealed part of the regulatory framework enacted by the Kirchner administration, when the Fernández administration assumed office, numerous new laws were enacted and rules were modified increasing the regulatory framework.
Several rules were enacted during 2020 which, among others: (i) required the remaining balance arising from credit cards to be automatically refinanced between September 1, 2020 and September 30, 2020 up to a maximum rate of 40%; (ii) established the minimum rates for retail customers subject to certain variables; (iii) froze the installments of home mortgage loans and pledge loans adjusted to UVA index, and any unpaid installments were rescheduled; and (iv) ordered financial institutions to request any loan unpaid installments to be paid at the end of the life of the loan. Additionally, on March 19, 2020, the Central Bank issued Communication “A” 6938, temporarily easing the criteria to classify banks’ debtors established in the “Debtors’ Classification” rules and introduced certain changes to the manner in which financial institutions calculate RPC. Furthermore, in response to the crisis triggered by the Covid-19 pandemic, the Central Bank adopted a series of credit stimulus measures aimed at the most vulnerable economic sectors, primarily micro-, small- and medium-sized enterprises (“MSMEs”) and the self-employed and eased reserve requirements for financial institutions that extended such credit lines. For a description of the effects of these regulations on BBVA Argentina, see “Item 5. Operating and Financial Review—Effects of Recent Regulatory Changes on BBVA Argentina”.
Financial institutions were also ordered to grant certain clients approved by the Argentine Tax Authority (“ARCA”) who applied for them, credit facilities at regulated rates denominated in pesos called “Zero Rate Credit” and “Zero Rate Credit Culture” provided for in Decree No. 332/20, as amended.
Fees on automatically processed operations were suspended for a certain period of time and the possibility of notifying users of financial services of fee increases was suspended for 180 days, and after that period it was established that the expansion would be progressive for commodities.
Similarly, during 2022, several restrictions already existing in 2021 were maintained including minimum rates for fixed terms, or maximum charges for credit card financing. Additionally, restrictions on overseas purchases were applied by prohibiting the financing of overseas products received through the postal system, or purchases in installments with credit cards in duty-free shops. New taxes for consumption abroad increased and were created. Additionally, the Central Bank issued accessibility guidelines for disabled persons for compliance by financial institutions.
During 2023, several restrictions already existing in 2022 were maintained, including minimum rates for fixed terms, or maximum charges for credit card financing, while consumption taxes were increased.
During 2024, the BCRA eliminated many of the existing restrictions, such as the minimum rate for fixed-term investments, the maximum charges for credit card financing, the special requirements for opening savings accounts in foreign currency and the limit on the rate of punitive interest on credit card financing, but others continue to remain.
During 2025 the limitation of punitive interest to 50% of the compensatory interest rate on credit cards was repealed, and as of the date of this annual report on Form 20-F, such rate may be agreed among parties. Additionally, the minimum interest rate for fixed-term deposits and the restrictions to access to the MULC (as defined herein) were also eliminated.
The absence of a stable regulatory framework or the introduction of new regulations that affect the banking business could limit the ability of financial institutions, including BBVA Argentina, to make long-term decisions, such as asset-allocation decisions, and could cause uncertainty with respect to or otherwise adversely affect our future business, results of operations and financial condition. We cannot assure that laws and regulations currently governing the financial sector will not continue to change in the future or that any changes will not have a material adverse effect on our business, results of operations and financial condition.
Exposure to multiple provincial and municipal legislation and regulations could adversely affect our business and results of operations.
Argentina has a federal system of government with 23 provinces and one autonomous city (Buenos Aires), each of which, under the Argentine national constitution, has full power to enact legislation concerning taxes and other matters. Likewise, within each province, municipal governments have broad powers to regulate such matters. Due to the fact that our branches are located in multiple provinces, we are also subject to multiple provincial and municipal legislation and regulations. Future developments in provincial and municipal legislation concerning taxes, provincial regulations or other matters could have a material adverse effect on our business, results of operations and financial condition.
The Consumer Protection Law and the Credit Card Law may limit some of the rights afforded to us.
The Consumer Protection Law establishes a number of rules and principles for the protection of consumers. Although the Consumer Protection Law does not contain specific provisions for its enforcement in relation to financial activities, it does contain general provisions that might be used as grounds to uphold such enforcement, as it has been previously interpreted in various legal precedents. Moreover, the new Argentine Civil and Commercial Code has captured the principles of the Consumer Protection Law and established their application to banking agreements.
The application of both the Consumer Protection Law and the Credit Card Law No. 25,065, as amended by Law No. 26,010 (the “Credit Card Law”) by administrative authorities and courts at the federal, provincial and municipal levels has increased. Moreover, administrative and judicial authorities have issued various rules and regulations aimed at strengthening consumer protection. In this context, the Central Bank issued Communication “A” 5460, as supplemented and amended, granting broad protection to financial services customers, limiting fees and charges that financial institutions may validly collect from their clients. In addition, the Argentine Supreme Court of Justice issued the Acordada 32/2014, creating the Public Registry of Collective Proceedings for the purpose of registering collective proceedings (such as class actions) filed with national and federal courts. In the event that we are found to be liable for violations of any of the provisions of the Consumer Protection Law or the Credit Card Law, the potential penalties could limit some of our rights, such as reducing our ability to collect payments due from services and financing provided by us, or otherwise adversely affect our business, results of operations and financial condition.
Furthermore, the rules that govern the credit card business provide for variable caps on the interest rates that financial institutions may charge clients and the fees that they may charge merchants. A change in applicable law or the existence of court decisions that lower the cap on interest rates and fees that clients and merchants may be charged would reduce our revenues and therefore negatively affect our results of operations.
The application of this regulation or any new regulation that may limit some of the rights afforded to us could have a material adverse effect on our business, results of operations and financial condition.
We are exposed to compliance risks.
Due to the nature of our activities, we are exposed to certain compliance risks. In particular, we must comply with regulations regarding customer conduct, market conduct, the prevention of money laundering and the financing of terrorist activities, the protection of personal data, the restrictions established by national or international sanctions programs and anticorruption laws (including the US Foreign Corrupt Practices Act of 1977 and the UK Bribery Act of 2010), the violations of which may lead to very significant penalties. These anti-corruption laws generally prohibit providing anything of value to government officials for the purposes of obtaining or retaining business or securing any improper business advantage. As part of our business, we directly or indirectly, through third parties, deal with entities whose employees are considered to be government officials. The Bank’s activities are also subject to complex customer protection and market integrity regulations.
Generally, these regulations require banking entities to, among other measures, use due diligence measures to manage compliance risk. Sometimes, banking entities must apply reinforced due diligence measures, due to the nature of their activities (among others, private banking, money transfer and foreign currency exchange operations), as they may present a higher risk of money laundering or terrorist financing.
Although we have adopted policies, procedures, systems and other measures to manage compliance risk, we are dependent on our employees and external suppliers for the implementation of these policies, procedures, systems and other measures, and we cannot guarantee that these are sufficient or that our employees or our business partners, agents and/or other third parties with a business or professional relationship with us, do not circumvent or violate our ethics and compliance regulations, acts for which such persons or we could be held ultimately responsible and/or that could damage our reputation. In particular, acts of misconduct by any employee, and particularly by senior management, could erode trust and confidence and damage our reputation among existing and potential clients and other stakeholders. For example, on October 25, 2022 we were notified by the BCRA of the opening of several criminal proceedings against the Bank and certain of its directors and employees related to exchange operations carried out in alleged breach of the provisions of point 9 of Communication “A” 6770 BCRA (in relation to tickets associated with operations carried out between residents and the advanced payment of imports). The Central Bank proceeded to accumulate the different files and treat them as a single case. Depositions have been filed by the Bank and all accused directors and employees. On February 1, 2024, the pleadings of all the defendants were considered filed. Regarding the transactions of individuals, in May 2025 the application of the principle of non-retroactivity of the more benign criminal law was raised by virtue of the issuance of communication “A” 8226 of the BCRA dated April 11, 2025. The case is currently under trial.
Our actual or alleged misconduct in any number of activities or circumstances, including operations, employment-related offenses such as sexual harassment and discrimination, regulatory compliance, the use and protection of data and systems, the satisfaction of client expectations, and actions taken by regulators or others in response to such misconduct, could lead to, among other things, sanctions, fines and reputational damage, any of which could have a material adverse effect on our business, financial condition and results of operations.
Furthermore, we may not be able to prevent third parties from using our banking network in order to launder money or carry out illegal or inappropriate activities. Further, financial crimes continually evolve and emerging technologies, such as cryptocurrencies and blockchain, could limit our ability to track the movement of funds. Additionally, in adverse economic conditions, it is possible that financial crime attempts will increase significantly.
If there is a breach of the applicable regulations or of our ethics and compliance regulations or if the competent authorities consider that we do not perform the necessary due diligence inherent to our activities, such authorities could impose limitations on our activities, revoke our authorizations and licenses, or impose economic penalties, all of which could have a significant adverse impact on our business, financial condition and results of operations. Furthermore, we from time to time conduct investigations related to alleged violations of such regulations and of our ethics and compliance regulations, and any such investigation or any related proceeding could be time consuming and costly, and its results difficult to predict.
Argentine corporate disclosure, governance and accounting standards may require us to provide different information than would be required under U.S. standards. This difference could limit investors’ ability to evaluate our business, results of operations and financial condition, and influence investors’ decisions whether to invest in our securities.
The securities laws of Argentina that govern publicly-listed companies, such as we are, impose disclosure requirements that are more limited than those in the United States. The Argentine securities markets are not as highly regulated and supervised as the U.S. securities markets. There are also important differences between accounting and financial reporting standards applicable to financial institutions in Argentina and those in the United States.
As a result, financial statements and reported earnings of Argentine financial institutions generally differ from those reported based on U.S. accounting and reporting standards.
The Consolidated Financial Statements included in this annual report on Form 20-F have been prepared in accordance with IFRS-IASB. By contrast, the Bank’s statutory consolidated annual financial statements for the fiscal year ended December 31, 2025 were prepared pursuant to the reporting framework established by the Central Bank requiring supervised entities to submit financial statements prepared pursuant to IFRS-IASB with certain exceptions. We will continue to have differences during 2026 between our statutory consolidated financial statements and the financial statements required by IFRS-IASB. We do not intend to report in accordance with IFRS-IASB on an interim basis during 2026. Consequently, our interim financial information for 2026 will not be comparable with the Consolidated Financial Statements and other information contained in this annual report on Form 20-F. See “Presentation of Financial Information” and “Item 3. Key Information—D. Risk Factors—Risks Relating to the Argentine Financial System and to BBVA Argentina—The Argentine economy qualifies as a hyperinflationary economy under IAS 29. Given that the peso is our functional currency, we apply IAS 29 for periods ending after July 1, 2018, and our Consolidated Financial Statements and other financial information are presented in terms of the measuring unit current at December 31, 2025”.
Accordingly, the information available about us will not be the same as the information available about a U.S. company. The fact that we report in IFRS-IASB for purposes of this annual report on Form 20-F whereas we report in IFRS-BCRA for local and interim reporting purposes, together with the differences in the accounting and disclosure requirements among IFRS-BCRA, IFRS-IASB and U.S. GAAP, could limit investors’ ability to evaluate our business, results of operations and financial condition, and influence investors’ decisions whether to invest in our securities.
The special rules that govern the priority of different stakeholders of financial institutions in Argentina, which give priority to depositors with respect to most other creditors, may negatively affect other stakeholders in case of judicial liquidation or bankruptcy of the Bank.
Argentine Law No. 24,485, in force since April 18, 1995 and as amended by Law No. 25,089, provides that in case of judicial liquidation or bankruptcy of a financial institution such as BBVA Argentina, all depositors, irrespective of the type, amount or currency of their deposits, will have general and absolute preferential rights with respect to all other creditors, except for certain labor credits and credits secured with a pledge or mortgage, to be paid with 100% of the funds deriving from the liquidation of our assets. In addition, depositors of any kind of deposits have special preferential rights over the our remaining creditors, except for certain labor credits, to be paid with (i) any of our funds which may be held by the Central Bank as total reserves, (ii) any remaining funds of ours in existence as of the date on which our license is revoked, or (iii) any funds derived from the compulsory transfer of certain of our assets according to instructions of the Central Bank, in the following order of priority: (a) deposits made by legal entities up to the amount per entity established by the regulations of the Central Bank as of such date, or its equivalent in foreign currency, (b) deposits for terms exceeding 90 days and (c) all other deposits on a pro rata basis.
In case of a judicial liquidation or bankruptcy of a financial institution such as BBVA Argentina, shareholders may not be able to partially or completely recover their investment due to the priority imposed by law.
ITEM 4. INFORMATION ON THE COMPANY
Recent Political and Economic Developments in Argentina
The election of President Javier Milei and his taking office in December 2023 marked a new era for Argentine economy. Faced with triple-digit inflation, the Milei administration soon implemented a sharp devaluation of the Argentine peso and commenced a comprehensive deregulation package. In 2024, the Milei administration achieved a historic primary fiscal surplus pursuant to the implementation of a “zero-deficit” policy, backed by the enactment of the Ley de Bases (the reformist cornerstone of Javier Milei’s government) and the RIGI (Régimen de Incentivos para Grandes Inversiones; Special Regime for Large Investments) investment framework seeking to attract foreign capital in certain sectors, including mining and oil and gas projects.
Additionally, the Milei administration negotiated a New Extended Fund Facility with the IMF providing for IMF disbursements in exchange for a commitment from the Argentine government to implement certain structural reforms and achieved a strategic Currency Swap and Credit Support Agreement with the U.S. Department of the Treasury, under which the Argentine government may access a certain amount of U.S. dollars from the United States Treasury (with the United States receiving a corresponding amount of Argentinean pesos) with both measures providing liquidity to partially lessen capital controls while contributing to the stabilization of the Argentine peso.
The first half of 2025 was characterized by the return of Argentine public and private issuers to the international credit markets. A significant milestone in this return was the successful issuance of the BONTE 2030, a peso-denominated bond subscribed in U.S. dollars and directed at foreign investors, which signaled renewed investor confidence in the Argentine peso stability and provided a mechanism for rebuilding international reserves.
The October 2025 mid-term elections were considered a national referendum on the implementation of and support to these measures. The ruling coalition, La Libertad Avanza, secured a significant victory and increased its representation in the Argentine Congress, strengthening the Milei administration’s political mandate and its advance on its political agenda with respect to labor and tax liberalization, signaling a period of institutional stability and market-oriented growth in 2026.
Economic Data
•Economic Activity
In 2025, GDP grew 4.4% due to growth in the agricultural sector, oil and gas and mining. On the other hand, industrial production and construction underperformed.
The unemployment rate was 7.4% on average in 2025 compared to 7.1% on average in 2024.
In 2024, GDP fell 1.3% due to the partial adjustment of the macroeconomic disequilibrium that led to a recession in the first half of the year, the increase in the official US$/Peso foreign exchange rate and the depreciation of the Peso.
The unemployment rate was 7.1% on average in 2024 compared to 6.1% on average in 2023.
In 2023, GDP fell 1.9% primarily due to (i) the severe drought suffered in recent years which adversely affected the agricultural sector, resulting in an estimated reduction in dollar inflows of approximately US$20 billion and in more stringent controls on imports in order to avoid the further depreciation of the Argentine peso, (ii) the inflationary acceleration, with annual inflation increasing from 94.8% in 2022 to 211.4% in 2023, adversely affecting investment and reducing disposable income, (iii) political uncertainty and (iv) the depreciation of the exchange rate, which resulted in a decrease in consumption which could have a direct impact in employment. Unemployment slightly decreased, from 6.8% on average in 2022 to 6.1% on average in 2023
•Prices
In 2025, inflation reached 31.5%, a significant decrease compared to 117.8% in 2024. The fiscal equilibrium coupled with the Central Bank’s zero-issuance policy, were the main drivers of the deceleration of inflation. Regulated prices grew 34.2% while core inflation was 33.1%.
In 2024, inflation reached 117.8%, a significant decrease compared to 211.4% in 2023, partially as a result of the exchange rate and the regulated prices adjustment. Regulated prices grew 205.9% while core inflation was 105.5%.
In 2023, inflation reached 211.4%, its highest value since 1991. The increase in prices that followed both the August and December exchange rate increases partially led to the inflationary acceleration in 2023 compared to 2022. Core inflation was 229.4% while regulated prices grew 164.9%.
•Public Finances
Argentina concluded 2025 with a primary fiscal surplus of 1.4% of GDP, marking the second consecutive year of positive balances. This result represents a slight reduction from the 1.8% surplus achieved in 2024, a shift primarily driven by the government’s aggressive strategy to lower the tax burden and stimulate private investment. Key to this fiscal result was the full elimination of the Tax for an Inclusive and Solidary Argentina (“PAIS tax”), which taxed foreign currency hoarding and transactions, and a series of significant reductions and exemptions in export duties on agricultural and industrial products.
In 2024, the measures undertaken by the Milei administration resulted in a 1.8% GDP primary fiscal surplus, the first primary surplus in more than 10 years. This was mainly explained by the reduction in public expenses.
In 2023, the primary deficit amounted to 2.7% of GDP. Although the government gradually decreased spending at the beginning of the year, primarily with respect to utility tariffs, spending increased significantly during the presidential campaign, resulting in a deficit that exceeded the IMF target.
•External Sector
Argentina’s trade surplus amounted to US$ 11.2 billion in 2025, primarily as a result of the energy surplus which amounted to US$ 7.8 billion. In the foreign exchange market, the peso depreciated by 41.3% in 2025, reaching 1459.4 Ps/US$ on December 31, 2025. International reserves were US$41.1 billion as of December 31, 2025.
Argentina’s trade surplus amounted to US$ 18.9 billion in 2024, primarily as a result of the depreciation of the peso compared to the U.S. dollar, and the energy surplus amounted to US$ 5.7 billion. In the foreign exchange market, the peso depreciated by 27.7% in 2024, reaching 1032.5 Ps/US$ on December 31, 2024.
International reserves were US$29.6 billion as of December 31, 2024.
Argentina had a US$6.9 billion trade deficit in 2023 primarily due to the severe drought suffered in recent years, which adversely affected the agricultural sector. In the foreign exchange market, the peso depreciated by 356.4% in 2023, reaching 808.5 Ps/US$ on December 31, 2023. International reserves were US$23.1 billion as of December 31, 2023.
Monetary Policy
The election of President Javier Milei and his taking office in December 2023 marked a shift in monetary policy aimed at averting hyperinflation. This new monetary policy effectively decoupled the Treasury’s deficit from the Central Bank’s balance sheet, eliminating the primary driver of uncontrolled monetary expansion experienced in previous years. Additionally, the Central Bank took measures aimed at reducing its liabilities, including the maintenance of negative real interest rates and the phase-out of LELIQS (letras de liquidez or “liquidity bills”). The main objective during this transitional period was to restore the Central Bank’s solvency.
In 2024, monetary policy transitioned into a “zero-issuance” phase, characterized by the introduction of Fiscal Liquidity Bills (“LEFIs”). These instruments, issued by the Treasury, replaced the BCRA’s overnight repurchase agreements, effectively shifting the cost of remunerating banking liquidity from the Central Bank to the fiscal budget. This monetary policy significantly limited the monetary expansion stemming from interest payments on interest-bearing liabilities. The Milei administration focused on stabilizing the monetary base, operating under the premise that the money supply should only expand as a result of (i) issuances of Argentine pesos due to the acquisition by the Central Bank of a corresponding amount of U.S. dollars and (ii) the renewal of less than 100% of the Central Bank’s peso debt maturities.
In 2025, the monetary framework faced significant turbulence as a result of the discontinuation of LEFIs in July as a result of the launch by the Argentine government of a new monetary policy framework that removed the overnight benchmark rate that had previously anchored the market. This transition forced commercial banks to manage liquidity through fixed-rate treasury bills (“LECAPS”) which resulted in significant interest rate volatility, with short-term nominal rates spiking from approximately 30% on an annual basis to more than 70% on an annual basis within days. This instability was heightened by increased volatility in the period prior to the October 2025 mid-term election, where political uncertainty led to a contraction in liquidity and intensified the pressure on foreign exchange rates. Consequently, the BCRA was forced to occasionally intervene by establishing a floor in the interbank market to stabilize expectations.
Financial System
All comparisons of the financial system contained in this annual report on Form 20-F are presented in nominal terms. All the variations in the following paragraphs (until —History and Development of the Company) are expressed as December average of the current year versus the December average of the previous year.
Private sector deposits grew 39.7% in 2025 compared to 2024. This was mainly explained by a 45.2% increase in time deposits, offset in part by a 34.1% increase in sight deposits. U.S. dollar-denominated private sector deposits grew 14.7% in 2025 compared to 2024. Loans in pesos grew 72.3% in 2025 compared to 2024, while loans in US$ grew 82.1%. This increase was primarily due to the 2024 tax amnesty, the unification of exchange rates and the flexibilization of capital controls. The loan portfolio has experienced a deterioration in arrears, rising from 1.5% in December 2024 to 5.5% in December 2025. This increase is primarily concentrated in the household segment, which recorded an arrears rate of 10.6%, while the corporate segment posted a rate of 5.5%.
Private sector deposits grew 127.9% in 2024 compared to 2023. This was mainly explained by a 176.7% increase in time deposits and a 94.0% increase in sight deposits. Dollar denominated private sector deposits grew 119.0% in 2024 compared to 2023 mainly due to the inflows resulting from the tax amnesty program carried out by the government. Loans in pesos grew 230.5% in 2024 compared to 2023 due to the inflationary deceleration and the economic activity recovery that took place in the last months of 2024, while loans in US$ grew 187.8%.
Private sector deposits grew 116.3% in 2023 compared to 2022. This was mainly explained by a 163.1% increase in sight deposits and a 72.1% increase in term deposits. Dollar-denominated deposits fell by 7.0% in 2023 compared to 2022. Finally, loans for individuals and companies denominated in Peso grew 130.3% and those denominated in US$ decreased 0.3%.
A.History and Development of the Company
BBVA Argentina, an Argentine corporation (sociedad anónima or “S.A.”), was duly incorporated under the name Banco Francés del Río de la Plata S.A. on October 14, 1886. The Bank has registered its office in Avenida Córdoba 111, 31st floor, C1054AAA, Ciudad Autónoma de Buenos Aires, Argentina; telephone number 54-11-4346-4000. The Bank’s agent in the United States for U.S. federal securities law purposes is CT Corporation System, currently with offices at 28 Liberty Street, New York, New York 10005.
BBVA Argentina’s original bylaws were approved on November 20, 1886 by a decree recorded in the Public Registry of Commerce of the City of Buenos Aires, and the last amendment was recorded on October 17, 2019. Pursuant to its current corporate bylaws (“Bylaws”), the Bank will terminate its activities on December 31, 2080, unless this term is extended by the shareholders. On April 24, 2019, the ordinary and extraordinary general meeting of shareholders approved the change of the Bank’s corporate name to “BBVA Argentina S.A.” and the consequent amendment to the Bylaws to reflect the new corporate name. Notwithstanding the foregoing, in response to a BCRA requirement and based on the authorization granted by the shareholders’ meeting, the Board of Directors, at its meeting held on May 28, 2019, decided to adopt the name “Banco BBVA Argentina S.A.”. The BCRA through resolution No. 166 dated July 25, 2019 made no remarks on said change of corporate name, which has been duly registered before the Argentine Superintendence of Corporations (“IGJ”). In addition, in the aforementioned shareholders’ meeting amendments to sections 6 and 15 of the Bylaws were approved. Our Bylaws were duly registered before the IGJ on October 17, 2019, under No. 21332 Book 97 of Corporations.
At the ordinary and extraordinary shareholders’ meeting held on April 20, 2021, our shareholders approved an amendment to section 22 of our Bylaws in order to include the possibility of holding remote shareholders’ meetings. This amendment was registered before the Public Registry of Commerce on July 21, 2021 under No. 11156, Book 1037 of Corporations.
The Bank is supervised by the Central Bank, an entity that establishes valuation and accounting criteria, the rules on liquidity and capital requirements as well as the reporting systems of Argentine financial institutions. It is also subject to inspections by the Central Bank, based on which it is assigned a “rating”. See “Item 4. Information on the Company—F. The Argentine Banking System and Its Regulatory Framework”.
B.Business Overview
BBVA Argentina is a subsidiary of Banco Bilbao Vizcaya Argentaria S.A., its main shareholder since 1996, and has been one of the leading private financial institutions in Argentina since 1886. Nationwide, BBVA Argentina offers retail and corporate banking to a broad customer base, including individuals, SMEs, and large companies.
BBVA Argentina’s subsidiaries are BBVA Asset Management Argentina S.A.U. Sociedad Gerente de Fondos Comunes de Inversión and Consolidar A.F.J.P. S.A. (undergoing liquidation proceedings), PSA Finance Argentina Compañía Financiera S.A., Volkswagen Financial Services Cía Financiera S.A. and, since December 2025, FCA Compañía Financiera S.A. (“FCA CF”).
BBVA Argentina is also party to a joint venture with Rombo Compañía Financiera S.A., in the automotive finance sector, and holds minority interests in BBVA Seguros S.A., Interbanking S.A., Play Digital S.A. and Openpay Argentina S.A.
BBVA Argentina was one of the first companies to be listed on the Buenos Aires Stock Exchange (BCBA) (now Bolsa y Mercados Argentinos, “ByMA”), quoting since 1888 (ticker: BBAR). It also has been listed on A3 Mercados S.A. (“A3”) (formerly known as Mercado Abierto Electrónico) since 2018. Its shares in the form of American Depositary Shares (ADSs) have been listed on the New York Stock Exchange (“NYSE”) since 1993 (ticker: BBAR) and on the Madrid-based Mercado de Valores Latinoamericanos (LATIBEX) since December 1999 (ticker: XBBAR).
As of December 31, 2025, BBVA Argentina had total consolidated assets of Ps.25,408.4 billion, of which Ps.14,448.2 billion comprised its loan portfolio. BBVA Argentina had consolidated total liabilities of Ps.21,865.0 billion at such date, of which Ps.17,205.1 billion were total deposits. Total shareholders’ equity was Ps.3,543.4 billion, on a consolidated basis. Net profit for the year ended December 31, 2025 was Ps.332.6 billion compared to Ps. 479.9 billion for the year ended December 31, 2024.
Strategy
The BBVA Group, including BBVA Argentina, seeks to “Support your drive to go further”. BBVA Argentina’s strategy is based on three pillars: (1) “Support”, by being consistently present for our customers, especially during their lives’ most critical moments, by providing them with ongoing assistance, actively listening to them, understanding their needs, and adapting our processes and products accordingly; (2) “Your Drive”, understanding that behind each of our customers’ projects, goals and steps forward lies something deeper: a drive; and (3) “To go further”, which embodies our spirit of progress and innovation. BBVA Argentina relies on solid values: “The customer comes first”; “We think big”; and “We are one team”. Data and technology are the main catalyzers of innovation and operational excellence.
The core of our 2025-2029 Strategic Plan is to incorporate our clients’ perspective into everything we do. In an increasingly complex and unpredictable environment, individuals and companies face significant uncertainty when trying to bring projects to life. To face this new reality, individuals and companies need a bank that stands by its clients, that anticipates what is to come, and that helps them to take decisions with confidence. At BBVA, we believe that our “Radical Client Perspective” (RCP) is the roadmap to achieve these goals. Competition in the financial sector continues to increase, fueled by new players who offer increasingly appealing user experiences. Digitalization is no longer a differentiator, due to the progress on this field made both by new competitors and traditional banks. We are committed to building strong, lasting relationships with our clients, based on trust and credibility.
This changing environment requires us to transform our culture, our processes and the way we work. We need to strengthen our empathy to listen, understand and deliver a consistently outstanding service to our clients, and implement new technologies, led by artificial intelligence, to anticipate our clients’ needs and offer personalized solutions. BBVA is shifting from being a product-centric bank to a project-centric bank. This transformation is also reflected in a new, more expressive, optimistic, and dynamic visual identity, to make our brand clearly convey the trust and optimism behind our purpose.
Market Position
The Argentine financial system is one of the least penetrated financial systems in Latin America, with a fragmented and competitive landscape, that presents growth opportunities. BBVA Argentina believes is well positioned to capture these growth opportunities given its focus on a differentiated customer experience, strong liquidity and a solid capital base.
BBVA Argentina is the second largest privately-owned bank, and third largest bank, in Argentina in terms of private loans (as of October 2025, as per Central Bank last quarterly available information). As of December 31, 2025, BBVA Argentina had 11.9% of total banking system private loans, and 10.8% on a non-consolidated basis compared to 11.3% and 10.5%, respectively, as of December 31, 2024. Market share as of December 31, 2025 for retail loans (including consumer, mortgage, credit card and pledge loans) was 10.1% compared to 9.9% as of December 31, 2024. Market share for commercial loans (including discounted instruments, overdrafts, financial leases, financing and prefinancing of exports and other loans) as of December 31, 2025 was 13.6% compared to 12.6% as of December 31, 2024. BBVA Argentina’s loan portfolio mix changed from 43.5% and 56.5% of retail loans and commercial loans, respectively, as of December 31, 2024 to 41.1% and 58.9% of retail loans and commercial loans, respectively, as of December 31, 2025, as a result of BBVA Argentina’s strategy of increasing its participation in commercial lending, in particular, in the SMEs segment.
In 2025, BBVA Argentina increased its private loan market share by 64 basis points, from 11.3% as of December 31, 2024 to 11.9% as of December 31, 2025.
Private loan market share in pesos as of December 31, 2025, was 11.8% compared to 11.3% as of December 31, 2024, partially. Private loan market share in foreign currency as of December 31, 2025, was 12.4% compared to 11.4% as of December 31, 2024, boosted by an increased demand of commercial US dollar loans.
BBVA Argentina is the third largest local private bank, and third largest bank, in Argentina in terms of private deposits (as of October 2025, as per Central Bank last quarterly available information). As of December 31, 2025, BBVA Argentina had a 10.0% market share of total banking system private deposits compared to 8.7% as of December 31, 2024. BBVA’s Argentina deposit portfolio mix changed from 65.8% and 34.2% of sight deposits (including saving, checking accounts and other deposits) and time deposits (time deposits and investment accounts), respectively, as of December 31, 2024 to 59.6% and 40.4% of sight deposits and time deposits, respectively, as of December 31, 2025.
Private deposit market share in pesos as of December 31, 2025, was 9.3% compared to 7.9% as of December 31, 2024. Private deposit market share in foreign currency as of December 31, 2024, was 11.6% compared to 10.8% as of December 31, 2024.
In 2025, BBVA Argentina carried out seven corporate bond issuances in the Argentine capital markets: Class 34, Class 36 and Class 38 bonds denominated in pesos and with a maturity of less than one year; and Class 32, Class 35, Class 37 and Class 39 bonds denominated in U.S. dollars and with a maturity of less than one year. In 2026, up to the date of this annual report on Form 20-F, the Bank has carried out two corporate bond issuances in the Argentine capital markets: Class 40, denominated in U.S. dollars and with a maturity of 18 months, and Class 41 denominated in pesos with a maturity of one year.
Businesses
Through its universal banking platform, BBVA Argentina provides a broad range of financial and non-financial services both to individuals and companies throughout Argentina, across all segments of the population, including retail and commercial banking, insurance, asset management, securities brokerage, and investment banking products and services.
BBVA Argentina believes the wide range of financial solutions offered to its customers, complemented by unique strategic alliances and partners, as well as the capacity to leverage the BBVA Group’s global expertise, relationships and technological platform, gives it a significant competitive edge compared to other Argentine companies in the financial sector. Such competitive advantages place it in a privileged position to capture opportunities and capitalize on the potential consolidation of a fragmented banking sector.
The Bank manages the following entity-wide business lines:
•Retail banking, through which it offers financial services to individuals across all income segments. BBVA Argentina’s main retail banking products include checking and savings accounts, time deposits, credit card financing, consumer and pledge loans, mortgages, insurance and investment products. While BBVA Argentina has a strong presence within the middle-income and affluent segments of the population, its products and distribution channels are designed to attract clients across all client segments. As of December 31, 2025, there were approximately 3.6 million active (defined as the subgroup of total clients that are account holders with an average business volume of more than $0 in the three immediately prior months (non-duplicative for joint-account holders) and excluding Stage 3 clients that are in arrears) retail banking clients, compared to 3.5 million active retail banking clients as of December 31, 2024. The concept of “active client” was revised during 2024 due to the transition to a new data source. BBVA Argentina’s market share for consumer and mortgage loans as of December 31, 2025, was 7.2% and 4.6%, respectively. In terms of pledge loans, BBVA Argentina’s market share was 12.6% as of December 31, 2025.
In terms of credit card financing, BBVA Argentina’s market share was 13.2% (including Visa and Mastercard active cards) as of December 31, 2025. As of December 31, 2025 and 2024, we had total loans and advances of Ps.7,124.3 billion and Ps.4,575 billion, respectively, and total deposits of Ps.8,741.7 billion and Ps.6,635.8 billion as of the same dates, respectively, within this business line.
•Business banking, through which BBVA Argentina offers financial services primarily to local private-sector companies. BBVA Argentina’s main SME products include financing products, factoring, checking accounts, time deposits, transactional and payroll services, insurance and investment products. As of December 31, 2025, BBVA Argentina had more than 145 thousand SME clients, including self-employed individuals, compared to 141 thousand as of December 31, 2024. SMEs are a key element for economic growth in Argentina, and BBVA Argentina is focused on expanding the number of clients it serves and on being a strategic ally to its SME clients, supporting them with tailored products and transactional solutions, as well as with differentiated customer support through its 234 branches. As of December 31, 2025 and 2024, we had total loans and overdrafts of Ps.4,765.3 billion and Ps.3,677.9 billion, respectively, and total deposits of Ps.1,708.1 billion and Ps.2,027.5 billion as of the same dates, respectively, within this business line.
•Corporate & investment banking (CIB), through which BBVA Argentina offers financial services to some of the largest Argentine corporations and multinational companies operating in Argentina. Corporate banking is divided by industry sector: consumers, heavy industries, and energy, providing customized services to large companies. In addition to the products offered to SMEs, corporate and investment banking clients are provided with global transaction services, global markets solutions such as risk management and securities brokerage, long-term financing products including project finance and syndicated loans, and corporate finance services including mergers and acquisitions and capital markets advisory services. As of December 31, 2025, BBVA Argentina had more than 950 corporate banking clients (including mutual funds), which included substantially all of the largest corporations and multinational companies in Argentina. Within the CIB business line, BBVA Argentina is focused on leveraging the deep expertise of its industry-focused relationship executives, supported by the BBVA Group’s global network, to continue to provide bespoke global financial solutions to its corporate client base. BBVA Argentina is focused on being a trusted partner for its corporate clients as they seek to finance investment opportunities, particularly within certain sectors of the economy where investment has lagged, such as telecommunications, energy and infrastructure. As of December 31, 2025 and 2024, we had total loans and advances of Ps.2,558.5 billion and Ps.1,663.8 billion, respectively, and total deposits of Ps.6,755.1 billion and Ps.4,398.8 billion as of the same dates, respectively, within this business line.
Distribution Network
BBVA Argentina offers its products and services through a wide multiple-channel distribution network with presence in all the Argentine provinces and in the City of Buenos Aires, servicing 3.8 million active clients as of December 31, 2025.
This network includes 234 branches (120 owned and 114 rented or leased), which provide services to the retail business line and to SMEs, corporations and institutions. Complementing the distribution network, as of December 31, 2025, there were 15 in-company branches, six points of sales (contact points that only offer automated services and sales support, but have no approval by the BCRA to operate as a branch), one point of express support (branches without in-person customer service), 868 ATMs and 890 self-service terminals (“SSTs”, terminals that allow transactions without the need of a personal code or ID number). As of December 31, 2024, BBVA Argentina had 235 branches (118 owned and 117 rented or leased), 15 in-company branches, six points of sales, one point of express support, 864 ATMs and 880 SSTs. As of December, 2025, 31 of our branches, plus the BBVA Argentina’s headquarters, had the ISO 50001 international standard, which specifies the requirements for maintaining and improving an energy management system. In addition, 199 branches plus four corporate offices comply with the ISO 14001 international standard, which is aimed at environmental management within the organization.
BBVA Argentina had a total of 6,689 employees (total active employees including permanent and temporary employees and excluding expatriates) as of December 31, 2025, of which 2,260 were working in the branch network and 4,429 in central offices. This compares to 6,289 employees as of December 31, 2024, of which 2,236 were working in the branch network and 4,053 were working in central offices.
BBVA Argentina has invested in its physical and digital distribution network, making it possible to offer a differential, flexible, convenient banking experience to its customers. In addition, BBVA Argentina considers that with the existing distribution structure, it has the necessary reach and scale to facilitate expected growth while improving its operating efficiency, number of customers and products. The following table sets forth information regarding our footprint by province as of December 31, 2025:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Branches |
|
Points of Express
Support |
|
ATMs |
|
SSTs |
|
Points of Sale |
|
In-Company
Banks |
| Ciudad Autónoma de Buenos Aires |
72 |
|
0 |
|
255 |
|
259 |
|
1 |
|
5 |
| Buenos Aires |
81 |
|
0 |
|
331 |
|
313 |
|
2 |
|
8 |
| Catamarca |
1 |
|
0 |
|
3 |
|
3 |
|
0 |
|
0 |
| Córdoba |
14 |
|
0 |
|
35 |
|
50 |
|
0 |
|
0 |
| Corrientes |
2 |
|
0 |
|
9 |
|
8 |
|
0 |
|
0 |
| Chaco |
2 |
|
0 |
|
7 |
|
10 |
|
0 |
|
0 |
| Chubut |
5 |
|
0 |
|
15 |
|
14 |
|
1 |
|
0 |
| Entre Ríos |
6 |
|
0 |
|
17 |
|
24 |
|
0 |
|
0 |
| Formosa |
1 |
|
0 |
|
6 |
|
6 |
|
0 |
|
0 |
| Jujuy |
1 |
|
0 |
|
4 |
|
6 |
|
0 |
|
0 |
| La Pampa |
2 |
|
0 |
|
3 |
|
7 |
|
0 |
|
0 |
| La Rioja |
1 |
|
0 |
|
3 |
|
3 |
|
0 |
|
0 |
| Mendoza |
11 |
|
0 |
|
35 |
|
36 |
|
0 |
|
0 |
| Misiones |
2 |
|
0 |
|
6 |
|
12 |
|
0 |
|
0 |
| Neuquén |
4 |
|
0 |
|
14 |
|
12 |
|
0 |
|
0 |
| Río Negro |
3 |
|
0 |
|
10 |
|
11 |
|
0 |
|
1 |
| Salta |
2 |
|
0 |
|
8 |
|
7 |
|
0 |
|
0 |
| San Juan |
2 |
|
0 |
|
13 |
|
10 |
|
0 |
|
0 |
| San Luis |
2 |
|
0 |
|
6 |
|
8 |
|
0 |
|
0 |
| Santa Cruz |
3 |
|
0 |
|
10 |
|
8 |
|
0 |
|
0 |
| Santa Fe |
11 |
|
0 |
|
44 |
|
48 |
|
2 |
|
1 |
| Santiago del Estero |
1 |
|
0 |
|
6 |
|
7 |
|
0 |
|
0 |
| Tucumán |
3 |
|
1 |
|
18 |
|
22 |
|
0 |
|
0 |
| Tierra del Fuego |
2 |
|
0 |
|
10 |
|
6 |
|
0 |
|
0 |
| Total |
234 |
|
1 |
|
868 |
|
890 |
|
6 |
|
15 |
BBVA Argentina provides an electronic banking service, a modern, secure and functional internet banking platform (bbva.com.ar) and mobile banking apps such as the BBVA App. Within the digital payments offering, BBVA Argentina has also implemented NFC technology for its clients’ use.
At the end of 2020, BBVA Argentina together with other Argentine banks, launched MODO (Play Digital S.A.) (“MODO”), a payment solutions app that is part of our digital offering and enables wire transfers and cashless payments through mobile phones allowing users to access their banks’ available promotions. As of December 31, 2025, BBVA Argentina held a 6.0% market share of active users (active users of MODO that have made a transaction, payment or transfer, in the previous 30 days), according to data provided by MODO. In 2025, wire transfers (in units) grew 32.4% while payment volumes (measured by transaction value) increased 55.1% for BBVA Argentina. The BBVA App also has a MODO landing section where QR payments can be made, along with wire transfers from and to the digital wallet.
In 2022, we started offering Openpay (Openpay Argentina S.A.), a service that allows merchants to collect sales from debit and credit cards, and offer payments in installments. Through Openpay, merchants can execute in-person transactions through a card reader which is connected to a mobile phone, or carry out remote sales through a payment link. During 2025, transactions in units increased 33%, total processing value increased by 100% and active clients (active clients that have made a transaction in the previous 90 days) decreased by 1%, compared to December 31, 2024.
In September 2023, we launched Spark, a business unit focused on offering financial services to tech start-ups and entrepreneurs. Spark had been previously launched in Mexico and Spain, and as of December 31, 2025 served more than 1700 clients globally, with a credit portfolio of over 750 million euros. In Argentina, Spark had 268 active clients as of December 31, 2025 compared to 215 clients as of December 31, 2024.
In January 2026, BBVA Argentina launched AgroAdvisor, an advanced analysis platform to provide detailed agronomic and financial intelligence on agricultural plots in Argentina. It uses artificial intelligence models to offer a comprehensive view of a field’s historical use, productivity and economic potential. It is specifically oriented towards commercial executives and agricultural sector professionals who need to evaluate a field quickly and objectively based on technical data. Its core functionalities include: (i) crop detection, (ii) water analysis, (iii) economic valuation, (iv) benchmarking, and (v) an executive summary. With this launch, BBVA reaffirms its commitment to corporate growth and consolidates its position as a leader in applying cutting-edge technology to support its clients.
The BBVA App has been implemented in selected countries within the BBVA Group (Peru, Uruguay, Mexico, Argentina, Spain and Colombia) with successful results. The BBVA App is developed collaboratively among the countries in which it has been implemented providing the BBVA Group with global synergies in the development of new features and the response to market.
In 2025, BBVA Argentina consolidated its digital transformation through the launch of a new brand identity and a navigation architecture focused on personalization (“Destacados” or Highlights section) and a comprehensive portfolio view (“Tus productos” or “Your products”). Regarding security, the “Robust User” and “Single Password” scheme was implemented, unifying access credentials across all channels under superior security standards.
In terms of customer service, the first self-service complaint module was deployed within the App, featuring immediate resolution and fund reimbursement. Finally, the “Mis Conversaciones” (“My Conversations”) channel was optimized through a model of message allocation assigned to a pool of remote bankers. This solution aims to maximize operational efficiency and service quality for portfolio-assigned customers, ensuring a more agile and flexible management of their requests.
These initiatives reinforce the scalability of the business model and the loyalty of our digital customer base. These initiatives transformed the operating model toward a closer digital relationship, allowing the interface to adapt dynamically to user preferences. These features aim to improve user experience, increase BBVA Argentina’s net promoting score, improve accessibility, increase security and efficiency and reduce system response time.
As of December 31, 2025, the average rating for the BBVA App both in Apple Store and Google Play Store in Argentina was 4.7, remaining the same as in 2024. Within banking apps ratings, the BBVA App was the highest ranked in Apple Store and the second highest in Google Play Store in Argentina. Users of the BBVA App increased 2% compared to December 31, 2024.
As of December 31, 2025, active retail digital clients reached 2.3 million, compared to 2.3 million as of December 31, 2024. Active retail mobile clients were 2.1 million compared to 2.0 million as of December 31, 2024.
In 2025, digitally-originated retail sales (measured in units) reached 93.7% of total sales (compared to 91.0% in 2024) and represented 81.3% of BBVA Argentina’s total sales measured in monetary terms (compared to 73.5% in 2024).
Our distribution network is complemented by strategic partnerships. Some of these include Fravega SACEI, a leader in the Argentine household appliances sector, and Falabella S.A., through its brand SODIMAC, a leader in home improvement stores. Within the entertainment industry, we have strategic partnerships with Cinemark Argentina S.R.L., Hoyts General Cinema de Arg S.A, MOVE Concerts Argentina S.A., Medios y Contenidos Producciones S.A, and En Vivo Producciones S.A. Additionally, we have alliances with Club Atlético River Plate Asociación Civil and Club Atlético Boca Juniors Asociación Civil, Argentine soccer clubs. These strategic partnerships and alliances allow us to increase our customers’ loyalty by offering them discounts and promotions.
In addition, BBVA Argentina has a loyalty program together with Despegar.com.ar S.A., a leader in the Latin America online travel sector. BBVA Argentina offers a one-stop marketplace that enables customers to easily and quickly find, compare, plan, purchase and finance travel services in exchange of their “BBVA miles”.
All of these relationships have allowed BBVA Argentina to increase its client reach cost-effectively and further expand its business and points of presence while enhancing its value proposition.
Business and Activities
BBVA Argentina conducts its activities focusing on its customers and their needs. The Bank is committed to improving its products and services through the use of technology, process optimization, and the provision of a range of benefits to its customers.
By providing products and services that are suited to the needs of its customers across a range of industries and sizes, the Bank seeks to foster growth in each of its business lines and provide an agile and efficient service. The Bank’s business lines are: (i) Retail Banking, (ii) Business Banking, and (iii) Corporate & Investment Banking (CIB).
Retail Banking
Retail Banking is focused on our individual customer segment through the offering of products and services related to consumer loans, housing, payment methods, loans, consumer financing, and insurance. Within this business line, the Bank promotes business transformation to enhance customer experience and provides comprehensive service, focusing on the acquisition and retention of high-value and payroll customers.
As of December 31, 2025, the Bank had 3.6 million retail customers.
The following is a description of the main products in the Bank’s retail banking business line:
Loans
BBVA Argentina offers various financing alternatives that help its customers increase their purchasing capacity, carry out personal projects and acquire goods, contributing to their financial well-being and realization of long-term goals.
Personal Loans
In 2025, BBVA Argentina granted personal loans amounting to Ps.1,384,780 million, with more than 866,240 personal loans granted through digital channels, representing 7.0% of the Argentine market.
In 2025, BBVA Argentina focused its personal loan strategy on profitability and optimizing the customer experience. To this end, the Bank implemented a new pricing strategy that incorporates forward-looking risk models aimed at increasing profitability and offering competitive prices, tailored to each customer profile. In addition, the Bank launched “Flex Loan”, a refinancing solution for customers with limited repayment capacity that allows them to repay their loan through a more affordable installment.
The Bank improved the customer experience in online channels by optimizing “unhappy paths” (those that do not result in a successful outcome) in order to reduce abandonment rates and increase conversion. Additionally, the Bank automated communication journeys, including abandoned cart recovery (when a process is initiated but does not result in the granting of a loan) and preventive delinquency alerts.
Secured Auto Loans
In 2025, BBVA Argentina granted more than 15,000 secured auto loans totaling Ps.119,698 million achieving a 8.3% market share.
In 2025, the Bank implemented three main measures aimed at improving its secured auto loans product offering:
•Pricing Optimization: the Bank revised the applicable interest rate structure to implement a more competitive and dynamic model that adjusts interest rates depending on the type of asset, which resulted in increased profitability and conversion.
•New tool for dealers: the Bank launched a tool that simplifies and accelerates the quotation process by reducing the data required and the time needed to generate offers, which resulted in improved traceability and flow controls.
•Network expansion: the Bank expanded its dealer network through the addition of new active dealerships, strengthening the Bank’s presence in the automotive channel and increasing transaction volumes.
Mortgage-backed Loans
BBVA Argentina had a 4.6% market share in the mortgage loan market in 2025, totaling an amount of Ps.365,608 million with 3,610 loans as of December 31, 2025.
In 2025, the Bank implemented a new comprehensive hub that centralizes the process for the granting of mortgage-backed loans, supporting customers at every stage and maintaining continuous communication until the loan is finally granted. In addition, the Bank launched Good-Better-Best, a new commercial proposal that includes mortgage-backed loans that are granted with and without an associated insurance policy, providing greater flexibility and adaptability to each customer’s needs.
Lastly, the Bank developed new simulators that allow customers to easily visualize the options available to them, improving their experience and facilitating faster decision-making. These tools are operational both in proprietary channels and in open market channels, for the general public and potential customers.
Loans for sustainable purposes
BBVA Argentina continues to grant loans for sustainable purposes. This option is aimed at financing the acquisition of goods and services that promote sustainability, such as:
•renewable energy projects (such as solar panels and solar water heaters),
•energy efficiency projects (equipment with inverter technology),
•sustainable mobility initiatives (bicycles, scooters, and electric vehicles),
•support for professionals and businesses in obtaining sustainability certifications for their operations or projects,
•ecological agriculture, and
•products and services related to health and education.
In 2025, the Bank granted 50 loans for sustainable purposes.
Insurance
The Bank offers a wide range of insurance products. In 2025, the Bank focused on balancing insured amount updates with policy retention levels in the midst of a challenging environment, which explains the high level of policy attrition.
Our branches’ strategy was focused on the sale of high-value products (with higher average premiums), while the other in-person and digital channel maintained a wider range of products available for sale.
The digital channel grew significantly in 2025 compared to 2024, by more than 36.8%, measured by number of policies sold.
The table below sets forth the number of policies sold by the Bank in 2025 and 2024, by category.
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|
|
|
| Insurance Sales |
|
2025
Number of policies |
|
2024
Number of policies |
| Homeowners |
|
39,136 |
|
43,149 |
| Handheld devices |
|
29,672 |
|
31,834 |
| Unemployment |
|
24,592 |
|
16,091 |
| Comprehensive |
|
16,150 |
|
35,777 |
| Car |
|
11,603 |
|
14,788 |
| ATM transactions |
|
10,996 |
|
29,364 |
| Life |
|
10,487 |
|
13,475 |
| Health |
|
6,191 |
|
8,257 |
| Handbag Protection |
|
3,753 |
|
13,151 |
| Personal Accidents |
|
2,108 |
|
7,754 |
| Bicycle |
|
1,654 |
|
1,732 |
| Purchase Protection |
|
656 |
|
1,828 |
| Laptops |
|
374 |
|
421 |
| Skateboards |
|
102 |
|
90 |
| Other |
|
4,040 |
|
2,154 |
|
|
|
|
|
| Total |
|
161,514 |
|
219,865 |
Asset Management
The Bank offers a wide variety of funds with different investment timeframes and risk levels adapted to the investment profile of the Bank’s customers.
The table below shows the amount of total equity under management accrued as of December 31, 2025 and the variation with respect to 2024.
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| Equity Management |
|
Amount accrued as of December 31, 2025 in millions of Pesos |
|
Year-on-year changes |
|
|
In millions of Pesos |
|
As a % |
| Total equity under management |
|
3,938,101 |
|
|
(59,181) |
|
|
(1.5) |
% |
| Equity under management in time-deposits funds |
|
3,291,056 |
|
|
(106,982) |
|
|
(3.2) |
% |
| Equity under management in market mutual funds |
|
118,787 |
|
|
(80,837) |
|
|
(40.5) |
% |
| Equity under management in market mutual funds– Fixed income funds |
|
528,258 |
|
|
128,638 |
|
|
32.2 |
% |
As of December 31, 2025, the Bank had 20 mutual funds under management registered with the CNV. Subscriptions and redemptions are permitted in twelve of them, while three only admit redemptions and five have not been launched to market yet as of the date of this annual report on Form 20-F.
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| Fund |
|
Status |
|
|
|
| FBA Renta Pesos, FBA Bonos Argentina, FBA Ahorro Pesos, FBA Acciones Latinoamericanas, FBA Renta Pública I, FBA Renta Fija Plus, FBA Renta Mixta, FBA Horizonte and FBA Acciones Argentinas |
|
Subscriptions and redemptions in pesos are allowed. |
|
|
|
| FBA Renta Fija Dólar I, FBA Renta Fija Dólar Plus I and FBA Money Market Dólar |
|
Subscriptions and redemptions in dollars are allowed. |
|
|
|
| FBA Horizonte Plus, FBA Bonos Globales and FBA Retorno Total I |
|
Only redemptions in pesos are allowed. |
|
|
|
| FBA Gestión I and FBA Money Market Pesos Plus |
|
These mutual funds in pesos are not open for subscription or redemption. They have not been launched to market yet. |
|
|
|
| FBA Renta Fija Dólar Latam I, FBA Acciones Globales Dólar I and FBA Renta Mixta Dólar I |
|
These mutual funds in dollars are not open for subscription or redemption. They have not been launched to market yet. |
|
|
|
|
|
|
Given the similarity of their portfolios, in 2024, the Bank completed the merger of the FBA Calificado fund into the FBA Acciones Argentinas fund. FBA Renta Fija Dólar Plus I fund was launched in March 2025. In addition, the FBA Acciones Latinoamericanas fund has restarted its subscriptions, which had been suspended since April 2020. FBA Money Market Dólar fund was launched in June 2025.
Time Deposits
BBVA Argentina increased the aggregate amount of its time deposits by 26%, from Ps.1,038 million on December 31, 2024 to Ps.1,307 million on December 31, 2025.
In 2025, BBVA Argentina developed a new methodology for daily price updates, seeking to offer more competitive terms than its competitors while maximizing the product’s profitability.
The Bank launched the “Flash Deals” campaign, under which it offered a higher interest rate one day per month, which resulted in an incremental deposit volume of Ps. 20,000 million and 2,500 new customers.
In addition, the Bank implemented campaigns to offer customers who had not renewed their time deposits the possibility to do so at an increased rate, achieving an 86% renewal rate.
With respect to U.S. dollar-denominated time deposits, the Bank increased its customer base by more than 10,000 new customers during 2025, a 300% increase. Also, U.S. dollar-denominated time deposits in value grew by 370% in 2025 compared to 2024.
Payment Solutions
As part of its 2025 customer loyalty strategy, BBVA Argentina continued to focus on its Miles program. In addition, during the year the Bank launched “BBVA a la carta,” enhancing dining benefits with cashbacks of up to 20%.
In order to strengthen its payment methods offering, BBVA Argentina continued developing new functionalities aimed at improving the customer experience, facilitating transactions, and reinforcing security in every operation.
Credit and Debit Cards
As of December 31, 2025, the Bank had 4,030,968 and 2,061,089 debit card and credit card customers, respectively. As of such date, BBVA Argentina’s debit card and credit card market share in Argentina was 10.6% and 14.3%, respectively.
The Bank works to provide customers with day-to-day solutions that enhance and strengthen their relationship with the Bank. To this end, in 2025, the Bank started to allow customers to finance their outstanding balance in installments, helping customers to better organize their finances, and it also provided an aggregated limit across credit cards, allowing customers to use their entire available credit regardless of the payment method used.
BBVA Argentina enhanced its value proposition for new customers by providing a second card, adding U.S. dollar accounts, and no longer requiring that the customer have a current account with the Bank.
The Bank also improved onboarding funnels in order to simplify the experience for new customers.
With respect to payments through digital platforms, in 2025 the Bank focused its strategy on promoting Near Field Communication (“NFC”) payments and increasing the frequency of use of the Apple Pay and Google Pay wallets, through the following enhancements:
•The Bank implemented push provisioning via Glomo (BBVA’s global mobile banking platform) for both brands, including additional cards. This means that customers can register their Visa and/or Mastercard cards with Apple Pay or Google Pay directly from Glomo.
•The Bank launched NFC payments on buses and subway systems, which boosted transaction volumes.
•The Bank modified the identity verification process for NFC enrollment through the Apple Pay wallet. Previously, identity verification could only be completed through the call center or SMS while following the modification of the identity verification process customers can verify their identity through the BBVA App, helping reduce fraud and improving the user experience.
•The Bank launched its own tool for automatic NFC cashback.
•The Bank implemented push notifications when a new card is added to the wallet and when a customer removes one.
•The Bank conducted segmented campaigns to encourage the first purchase.
New Real-Time Purchase Indicator
In order to analyze behavioral factors, the Bank developed a new real-time purchase indicator that improves quality and offers operational advantages in terms of process efficiency, data usage value, and data management. The Bank maintained the predictive quality of such real-time purchase indicator despite increased volatility in the macroeconomic environment. In addition, it migrated its real-time purchase indicator to the Bank’s internal “ADA” platform, enabling the Bank to continuously evaluate its performance. This new technological infrastructure provides the Bank with an improved processing capacity, enabling future developments and enhancements to the indicator.
MODO
As of December 31, 2025, MODO had 517,925 active customers. During 2025, more than 426,450 individuals made payments using QR MODO and 83,522 users made money remittances. Additionally, 34.9% of users pay through the BBVA App, compared to 65.1% who do so through the MODO App. In 2025, 6.9% of QR payments in the MODO ecosystem were from BBVA customers and 21% of money transfers using MODO were from BBVA customers.
In 2025, the Bank’s strategy for MODO focused on improving the payment experience. The Bank launched “Raspadita,” a game-like experience in Glomo that prompts when a payment is made, allowing customers to participate in prize draws and obtain benefits. The Bank also improved the onboarding process to reduce the number of steps and worked to reduce errors during payment transactions.
Business Banking
Within Business Banking, the Bank includes Institutional, Business, and Commercial Banking, and is responsible for the development of the commercial model, the establishment of policies, and the management of the product portfolio. This business line is supported by the Bank’s foreign trade and transactional products units in a cross-functional manner.
Business Banking Structure
During 2025, the business strategy for the Business Banking business line focused on increasing penetration within the customer portfolio to support a larger number of clients while maintaining profitability and increasing service quality. The implementation of this strategy resulted in an increased market share and increased revenue. In 2025, the Bank achieved a market share of 14.6% compared to 10.0% in 2024.
BBVA Argentina implemented certain actions in 2025 aimed at optimizing the organizational structure and strategic focus of the Business Banking business line:
Expansion and Specialization of Business Centers
The Bank increased the number of Business Banking Centers from 18 to 20. This expansion included the segmentation of Patagonia into the Atlantic and Cordillera regions to serve differentiated segments, and the opening of the La Plata Business Banking Center.
Specialization in Commercial Service
Three new Business Banking Executive positions were created to ensure dedicated service for each subsegment (Large Corporates, Companies, and Medium-Sized Enterprises).
Reinforcement in Strategic Segments
The Bank incorporated Agribusiness Executives to strengthen this specific segment.
Systematized Commercial Strategy
A systematized commercial strategy was designed and implemented that provides recording and management tools aligned with the Bank’s commercial needs. Emphasis was also placed on commercial planning for the portfolio to seek higher results and on proactive customer engagement through in-person visits.
Governance Model and Specialist Team
The Bank implemented a governance model and established a specialist decision-making team for each line of business.
Capability Development
Training programs focused on sales and negotiation skills were offered to strengthen the commercial profiles of executives.
Role Differentiation (Commercial vs. Operational)
The Bank incorporated 14 Internal Managers to separate operational tasks from commercial activities, allowing Executives, Specialists and Managers to focus on commercial activities.
Incentive Alignment
An incentive model was established for Internal Managers, Agribusiness Executives, and Transactional Services Managers, aligned with their specific roles and responsibilities.
Below is a description of the Bank’s main Business Banking segments and products:
SMEs and Entrepreneurs
The Bank considers that SMEs and entrepreneurs are essential to Argentina’s economic growth.
To support these customers, the Bank offers differentiated services, both in person and online, together with financial services primarily aimed at companies and individuals engaged in commercial activities in the private sector.
During 2025, the Bank focused on a value-based segmentation strategy for SMEs, which was essential for identifying and prioritizing opportunities with high-value customers. The Bank also sought to provide a competitive value proposition aligned with its main objective of business growth. All of this was founded on two main pillars: asset growth and new customer acquisition.
In 2025, the Bank prioritized proximity to customers through geographic coverage with approximately 260 executives and specialist teams supporting commercial management. The Bank also implemented a training plan designed to enhance the Bank’s executives’ skills with the objective to deliver an improved customer experience.
With respect to entrepreneurs, the focus was on customer acquisition through payment and insurance solutions for individuals engaged in commercial activities. Within the product offering available in the App, BBVA Argentina offers 100% digital loans for entrepreneurs.
In 2025, BBVA Argentina achieved 104% growth in the asset portfolio within the SME segment, increasing its customer base to 62,466 customers.
The Bank also continued to offer bundled products that combine business insurance with acquiring services, aimed at providing a more comprehensive product offering to the SME and entrepreneur segment.
As of December 31, 2025, the Bank had 134,875 SMEs customers.
Corporates
BBVA Argentina’s Business Banking business line focuses on business clients in both the public and private sectors, covering areas such as companies, institutions, transactional services, foreign trade, and leasing.
Agribusiness
As of December 31, 2025, the Bank had 7,015 agribusiness customers and an asset portfolio of more than Ps.1,460 million.
In 2025, BBVA Argentina created a new dedicated team and launched BBVA Agro. In 2025, the Bank focused on a value proposition based on agility, proximity, and customer experience. With the objective of positioning itself as a modern digital bank adapted to the agribusiness segment, the Bank developed Agro Advisor, a web-based advisory platform designed to empower BBVA Argentina’s commercial teams with detailed and valuable information about their clients. Agro Advisor’s objective is to improve customer engagement by providing agronomic context and yield valuation data (billing, crops, cultivated area, up to five crop seasons). This enables the recommendation of the most appropriate financial strategy according to each customer’s production profile, strengthening customer acquisition and retention in the agribusiness sector.
Startups: BBVA Spark
As of December 31, 2025, the Bank had 268 startup customers. BBVA Spark is the BBVA Argentina business unit specialized in supporting high-growth startups and technology companies. It offers a comprehensive value proposition of advanced financing, supporting startups at every stage of their growth—from their initial development to their global expansion.
Business Banking Product Development
The Bank provides financial solutions aimed at supporting business growth, ranging from credit lines and loans to payment and collection platforms. The Bank also offers financing alternatives for sustainable projects, aimed at promoting positive economic, social and environmental impacts.
Guaranteed Financial Loans
The growth strategy for loans guaranteed by Reciprocal Guarantee Companies has transformed BBVA Argentina’s presence in this sector. In two years, the Bank has significantly increased its market share, from 13.0% as of December 31, 2024 to 13.4% as of December 2025, positioning the Bank within the three most relevant players within this product offering.
Financing for Sustainable Projects
BBVA Argentina promotes the financing of projects with a positive impact on economic and social development and the environment, supporting companies in the implementation of sustainable solutions that foster sustainable development.
The main investments and financing lines for sustainable projects operated by the Bank by category include:
•Renewable Energy: Investment in solar, wind, biomass, geothermal, and small-scale hydroelectric power.
•Agriculture: Solar-powered drip irrigation, drone monitoring, electric agricultural machinery, biodigesters, and composting.
•Energy Efficiency: LED lighting renovations, IoT sensors, efficient equipment, and system automation.
•Mobility: Electric or hybrid vehicles, charging stations, and carpooling programs.
•Healthcare: Medical infrastructure, advanced equipment, and rural clinics.
•Education: Classrooms, technology equipment, and STEM laboratories.
•Waste Treatment and Circular Economy: Recycling and composting systems, hazardous waste treatment.
•Cleantech: Clean technologies in energy, mobility, recycling, and agriculture.
•Water: Water treatment and reuse, desalination plants.
•Social Infrastructure: Electric public transportation, remediation, and digital connectivity.
OpenPay
As of December 31, 2025, the Bank had 15,850 active merchant customers. In 2025, Openpay, a payment acceptance solution for SMEs, expanded its value proposition. In the e-commerce segment, Openpay advanced its integration with platforms such as WooCommerce, Tiendanube and Tienda Negocio, while in-person sales were strengthened through the launch of OpenpaySmart, a comprehensive omnichannel solution aimed at facilitating payments for SME merchants.
In 2025, the Bank maintained a low level (below 1%) of fraud in card payments processed through Openpay thanks to the implementation of preventive controls and risk analysis tools that seek to detect fraud in e-commerce transactions, particularly in first-time purchases.
During the third quarter of 2025, the Bank enabled a chatbot within the application and the management dashboard, allowing queries to be resolved automatically and referred to a human advisor when necessary, improving service quality.
All of these initiatives had a positive impact on Openpay, resulting in nominal revenue growth (commissions earned) of 146% compared to 2024.
Merchant Acquiring Bank
As of December 31, 2025, BBVA Argentina had 45,792 active merchants for which it provided settlement services in connection with third-party acquiring arrangements. Through these services, merchants are able to accept credit and debit card payments, facilitating transactions among customers, merchants and the corresponding card-issuing banks.
In addition, in 2025 the Bank reached an agreement with a strategic partner for the management and recovery of negative balances with merchants, which contributed to an increase in commission income. Additionally, the Bank implemented commercial agreements with entities representing merchants aimed at strengthen the acquisition of new customers.
In 2025, the Bank started to offer OpenPay SmartPOS terminals and e-commerce solutions for SME merchants through its own channels. It also sought to improve the support provided to merchants throughout their entire lifecycle, offering proposals tailored to the different stages of their relationship with the Bank.
New Agreement with IFC to Promote SME Development:
•BBVA Argentina signed an agreement with the International Finance Corporation, a member of the World Bank Group, for up to US$150 million aimed at strengthening financing for SMEs in Argentina. This strategic alliance enables the Bank to expand its medium- and long-term funding capacity to support investment projects and working capital, seeking to promote SME’s growth and competitiveness.
•Through this strategic alliance, the Bank reinforces its positioning and its commitment to productive development, facilitating access to credit for a segment that is key to job creation and the dynamism of the Argentine economy.
Foreign Trade
As of December 31, 2025, the Bank had 6,713 active foreign trade customers compared to 5,078 as of December 31, 2024. As of such date, the Bank had a market share in exports of 13.0% in Argentina.
Through its foreign trade product offering, the Bank provides services to support the international operations of Argentine companies, combining transaction execution capabilities with specialized advisory services.
The Bank’s strategy in this segment was based on two main pillars:
•Digitalization and self-service: simplifying foreign trade operations while expanding operational capacity without increasing resources.
•Consultative and segmented advisory services: offering a differentiated service model adapted to the client’s profile (CIB, Business and SMEs).
This approach enabled the Bank to maintain its leadership in key transactions, expand its active customer base, and improve profitability per client, in line with its objective of becoming the leading bank in Foreign Trade in Argentina in terms of innovation, efficiency and proximity to clients.
In 2025, BBVA Argentina continued to progress on the transformation of this segment under the 2025–2029 Strategic Plan, consolidating its role as a benchmark in comprehensive international trade solutions.
In 2025, the Bank progressed on its digitalization plan, improved its customer experience, and improved its position in the main Central Bank rankings.
In 2025, the Bank implemented the following key developments:
•The launch of new digital functionalities in Net Cash COMEX, including pre-loading of documentation for international transfers, the incorporation of the Net Cash FX closing module, and integration with the credit control module.
•The optimization of operational processes through the automation of repetitive tasks, reducing the average processing time to two hours and 42 minutes per transfer.
•The redefinition of its value proposition, focused on efficiency, proximity and specialized advisory services, under a comprehensive 360° customer vision, segmented and focused on profitability and scalability.
In 2025, the Bank managed capital flows related to foreign trade operations in the amount of US$28,962 million, a 107% increase compared to 2024, and increased the volume of transactions settled to 228,664, a 32% increase compared to 2024. Net fee income (in nominal terms) reached US$27.1 million, a 25% increase compared to 2024, while total estimated income (in nominal terms) reached US$134 million, a 112% increase compared to 2024.
The Bank achieved the third position in total USD transaction volume (excluding securities) in the Central Bank’s ranking, with a market share of 11.4%.
The Bank’s efforts to improve customer service throughout 2025 resulted in a customer satisfaction score of 8.7/10 in Net Cash (Transfers and Payment Orders Module).
Looking ahead to 2026, BBVA Argentina seeks to focus its strategy on three key objectives:
•Consolidate its market share by combining scale, expertise and digitalization.
•Maximize business profitability.
•Enhance the digital customer experience and reduce cost per transaction.
In 2026, the Bank seeks to implement a SWIFT migration, redesign the customer experience model following the Net Cash migration, and adopt Product Analytics and advanced automation.
Transactional Products
BBVA Argentina offers a wide range of transactional collection and payment products to support the day-to-day operations of companies and merchants. Among collection products, the Bank offers collection agreements, direct debit, cash-in-transit services and remote deposits. With respect to payment products, the Bank provides solutions such as supplier payments, mass issuance of eCheqs, transfers to third parties and interbank connectivity.
During 2025, the Bank continued to progress on its digital experience by enabling a new website and enhanced 24/7 transactional agility through the launch of Application Programming Interface (“APIs”) and the incorporation of bulk transfers through Compensadora Electrónica S.A. (“COELSA”). At the same time, the Bank strengthened its financing offering.
The Bank’s strategy in this segment continues to focus on enhancing the financial margin through collection and payment products, financing and deposits, generating interest income and fee income in the short, medium and long term.
Business Tour
BBVA Argentina continues to support its clients across the country through the Business Tour, a series of meetings designed to listen first-hand to the needs of companies in their own locations, strengthen proximity and adapt the Bank’s financial solutions to its customers’ needs. During these events, the Bank promotes dialogue spaces, workshops and specialized talks on key topics such as investment strategies, foreign trade operations, financing and sustainability.
In 2025, the Bank visited cities such as Río Cuarto, Tucumán, Salta, Posadas, Rosario and Santa Fe as part of its Business Tour, where more than one thousand entrepreneurs and clients gathered in the country’s main hubs. These events included an analysis of the economic outlook, presentations by specialists, and the presentation of tools aimed at integrating sustainability criteria into business management. The Bank’s focus was to provide practical solutions and support companies’ decision-making from a strategic perspective tailored to each region.
Business Events
In 2025, the Bank reaffirmed its commitment to the technology entrepreneurship ecosystem, hosting key events such as the Climatech Argentina Conference at the Bank’s headquarters, focused on sustainability and technological innovation, which brought together more than 300 attendees.
Corporate & Investment Banking (CIB)
BBVA Argentina’s Corporate & Investment Banking (CIB) business line offers financial services to some of the largest corporations and multinational companies operating in Argentina. It is divided by industrial sector: consumer, heavy industry, and energy, with the aim of providing customized services to the Bank’s customers. The Bank’s customers receive global transaction services, global market solutions such as risk management and securities brokerage, long-term financing products, including project financing and syndicated loans, and corporate finance services, including mergers and acquisitions and capital markets advisory services. As of December 31, 2025, BBVA Argentina had more than 950 CIB customers, including the largest corporations and multinational companies in Argentina, with loans and other financings amounting to Ps.2,558,562 million and total deposits amounting to Ps.6,755,150 million as of such date.
Within the CIB business line, BBVA Argentina focuses on leveraging the deep expertise of its industry-focused relationship executives with the support of the BBVA Group’s global network, to continue providing tailored global financial solutions to its corporate customer base. BBVA Argentina aims to be a trusted partner for its corporate customers in their search for investment opportunities, particularly in certain sectors of the economy where investment has lagged, such as telecommunications, energy, and infrastructure.
BBVA Argentina holds a leading position in the Argentine wholesale banking portfolio, delivering strong performance both in its liabilities portfolio and in transaction-based banking services. In 2025, Corporate & Investment Banking focused on achieving its strategic objectives, which include maintaining its leadership in corporate and investment banking services, optimizing capital allocation, and increasing its cross-selling margins. BBVA Argentina is working toward greater business consolidation, process efficiency, and building long-term relationships with its clients.
Additionally, during 2025, BBVA Argentina led the international issuance of a bond for TELECOM ARGENTINA. In this transaction, the Bank acted as Sole Financial Advisor, as well as Bookrunner, Lead Arranger, and Administrative Agent in the financing of the acquisition of Telefónica Argentina for US$1,245 billion.
The products offered by the Corporate & Investment Banking business line include checking accounts, savings accounts, time deposits and credit products. In addition, BBVA Argentina offers advisory services for mergers and acquisitions, initial public offerings, and corporate and project financing.
Since September, the ALyC (broker-dealer) has been operational, a license issued by the Argentine Securities Commission (CNV) to operate in the capital markets, optimizing the management of the Bank’s proprietary portfolio in local markets.
The three main commercial areas within Corporate & Investment Banking (CIB) include:
Global Finance (Investment Banking & Finance)
The Global Finance (Investment Banking & Finance) area offers long-term credit solutions across the entire value chain, as well as corporate finance services including structured loans, syndicated loans, project finance, structured trade finance, project advisory, and mergers and acquisitions advisory, among others. The main divisions within this area are corporate lending, structured finance, project finance and advisory services.
The Global Finance (Investment Banking & Finance) area provides customized solutions to meet clients’ needs in the securities markets, including initial public offerings, capital increases, accelerated placements, convertible bond issuances and public tender offers, among others.
It also provides mergers and acquisitions advisory services, including advice on mergers, acquisitions, and divestitures for both public and private companies. Services also include private capital raising, valuations, and fairness opinions.
Global Transaction Banking
The Global Transaction Banking area provides front-office services to companies to help them manage their working capital through financing instruments denominated in pesos and U.S. dollars. It also offers treasury management and transactional products through multiple channels. The main areas of GTB are (i) working capital, (ii) cash management, (iii) customer resources and (iv) trade finance and correspondent banking.
Global Transaction Banking has become a leader in client financing in both pesos and U.S. dollars.
Global Markets
This area is responsible for providing services related to the origination, structuring, distribution, and risk management related to financial products.
The Global Markets area is divided into the following divisions:
•FX – Options and Others
•Fixed Income
•Credit – Debt Capital Markets (DCM)
•Repos
•Derivatives
Loans and advances and deposits by business lines
The following table sets forth the relative proportions of loans and advances (net of allowance for loan losses) and deposits attributable to our principal business lines during the last three years.
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|
|
|
|
|
Financial assets at amortized cost - Loans and advances |
|
December 31, 2025 |
|
December 31, 2024 |
|
December 31, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands of pesos, except percentages) |
| Retail banking |
7,124,344,252 |
|
|
49.3 |
% |
|
4,575,051,874 |
|
|
58.8 |
% |
|
2,737,843,725 |
|
|
56.6 |
% |
| Small and medium-sized companies |
4,765,305,004 |
|
|
33.0 |
% |
|
3,677,924,356 |
|
|
33.0 |
% |
|
2,526,259,716 |
|
|
31.5 |
% |
| CIB |
2,558,562,401 |
|
|
17.7 |
% |
|
1,663,867,627 |
|
|
8.2 |
% |
|
394,958,746 |
|
|
11.9 |
% |
| Total |
14,448,211,657 |
|
|
100.0 |
% |
|
9,916,843,857 |
|
|
100.0 |
% |
|
5,659,062,187 |
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial liabilities at amortized cost – Deposits |
|
December 31, 2025 |
|
December 31, 2024 |
|
December 31, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands of pesos, except percentages) |
| Retail banking |
8,741,745,255 |
|
|
50.8 |
% |
|
6,635,895,823 |
|
|
50.8 |
% |
|
5,810,793,757 |
|
|
68.5 |
% |
| CIB |
6,755,150,134 |
|
|
39.3 |
% |
|
4,398,896,838 |
|
|
33.7 |
% |
|
2,832,017,255 |
|
|
8.3 |
% |
| Small and medium-sized companies |
1,708,180,677 |
|
|
9.9 |
% |
|
2,027,506,615 |
|
|
15.5 |
% |
|
1,782,443,307 |
|
|
23.2 |
% |
| Total |
17,205,076,066 |
|
|
100.0 |
% |
|
13,062,299,276 |
|
|
100.0 |
% |
|
10,425,254,319 |
|
|
100.0 |
% |
Information Technology
Our IT department is responsible for providing IT services with the objective of making our IT infrastructure available and robust for our customers and users. Our primary data centers, backup and disaster recovery centers are located in Buenos Aires, Argentina and in Lago Esmeralda and Querétaro, Mexico.
With this objective and a focus on quality service, the Bank has made significant investments in IT, which the Bank expects to continue in the coming years.
Our operating platform combines our business-oriented IT systems with our multi-channel distribution strategy, resulting in innovative ways to serve our customers. We have well-developed Customer Relationship Management (“CRM”) tools that allow us to analyze our customers’ behavior and provide them with specific product offerings tailored to their needs through various channels. As a result, we are able to effectively take advantage of alternative distribution channels, such as ATMs, Internet and mobile banking, and our contact centers, which are complementary to our traditional branch network, allowing us to provide better service to our customers and increase our sales rates.
In addition, multiple controls have been implemented to respond to cybersecurity threats, based on a comprehensive and multifaceted security framework that includes people, technology, data, processes and procedures.
Intellectual Property
In Argentina, ownership of trademarks can be acquired only through a validly approved registration with the National Institute of Industrial Property (Instituto Nacional de la Propiedad Industrial, or “INPI”), the agency responsible for registering trademarks and patents in Argentina. After registration, the owner has exclusive use of the trademark in Argentina for ten years. Trademarks registrations can be renewed indefinitely for additional ten-year periods, if the registrant proves that it has used such trademark within the last five years.
We have several trademarks, most of which are brand names of our products or services. All our material trademarks are registered or have been submitted to INPI for registration by the BBVA Group or us.
C.Organizational Structure
Banco Bilbao Vizcaya Argentaria, S.A. (BBVA)
As of December 31, 2025, BBVA owned 66.55% of our capital stock.
BBVA is a global financial group, organized in five operating segments: (i) Spain; (ii) Mexico, (iii) Turkey; (iv) South America; and (v) Rest of Business. In addition to the operating segments referred to above, the BBVA Group has a Corporate Center which includes those items that have not been allocated to an operating segment. It includes the BBVA Group’s general management functions, including costs from central units that have a corporate function; management of structural exchange rate positions carried out by the Assets and Liabilities Committee (“ALCO”), including currency hedging; certain proprietary portfolios; certain tax assets and liabilities; certain provisions related to commitments with employees; and goodwill and other intangibles, as well as the financing of such asset portfolios. It also includes the results of the BBVA Group’s stake in the venture capital fund Propel Venture Partners.
Some of the benefits we receive from the BBVA Group are:
•sharing of technology;
•development of new banking products that have been customized for the Argentine market;
•leveraging BBVA’s global client relationships to serve those clients operating in Argentina; and
•BBVA’s participation in BBVA Argentina as a shareholder is both long term and strategic.
Subsidiaries and investees of BBVA Argentina
The following chart reflects our subsidiaries as of December 31, 2025:
(1) Undergoing liquidation proceedings.
The following information is related to our subsidiaries, joint ventures and associates as of December 31, 2025:
•Subsidiaries
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Subsidiary |
|
Country of
Incorporation/
Residence |
|
BBVA Argentina
Ownership
and Voting
Power
(in percentages)
|
|
Principal Activity |
|
Shareholders’
Equity
(in millions of
Ps.) (1) (2)
|
| PSA Finance Arg. Cía. Financiera S.A. |
|
Argentina |
|
50.0% |
|
Financial institution |
|
58,636.85 |
|
| BBVA Asset Management Argentina S.A.U. Sociedad Gerente de Fondos Comunes de Inversión. |
|
Argentina |
|
100.0% |
|
Investment fund manager |
|
83,784.11 |
|
| Consolidar Administradora de Fondos de Jubilaciones y Pensiones S.A. (undergoing liquidation proceedings) (1) |
|
Argentina |
|
53.9% |
|
Pension fund manager |
|
383.48 |
|
| Volkswagen Financial Services Cía. Financiera S.A. |
|
Argentina |
|
51.0% |
|
Financial institution |
|
88,312.53 |
|
| FCA Compañía Financiera S.A. |
|
Argentina |
|
50.0% |
|
Financial institution |
|
62,068.31 |
|
______________
(1)Total shareholders’ equity as of December 31, 2025.
(2)Statutory shareholders’ equity, adjusted for purposes of consolidation so as to apply an accounting criterion uniform with that of BBVA Argentina, if applicable.
Below is a description of our subsidiaries:
•PSA Finance Argentina Compañía Financiera S.A.
The share capital of PSA Finance Argentina Compañía Financiera S.A (“PSA Finance”) is held, in equal parts, by BBVA Argentina and Stellantis Financial Services Europe, a company related to the Stellantis Group, based in France. As explained in Note 2.2. of the Consolidated Financial Statements, the Bank controls PSA Finance.
PSA Finance is primarily engaged in financing new and used vehicles sold through the network of dealers of the Peugeot, Citroën and DS brands. Such financing takes the form of secured auto loans, personal loans and vehicle lease transactions. In addition, it finances the stock of vehicles and spare parts to dealers and official workshops of such brands, an activity that is known as “floor plan”.
In 2025, the automotive market performed well, driven mainly by the recovery of domestic credit conditions and the normalization of vehicle supply and access to financing as a result of the downward trend in market interest rates.
During the year, the aggregate number of new loans granted by PSA Finance increased by 110% compared to 2024.
PSA Finance achieved a penetration rate of 35.4% in vehicle registration of its brands (measured on the basis of new vehicle financing as a percentage of cars sold), showing an 11.1% increase compared to the penetration rate achieved in the previous year.
In this context, PSA Finance participated in 27,951 transactions in 2025 relating to personal loans and secured auto loans for new and used vehicles, as well as vehicles sold through vehicle lease transactions, for an aggregate amount of Ps. 381,952 million, representing a 168.5% increase in total financed volume compared to the previous year.
As of December 31, 2025, the customer portfolio was valued at Ps. 307,407 million, while the dealer network was valued at Ps. 85,335 million, resulting in a total financing portfolio of Ps. 392,742 million.
With respect to its product offering, during 2025 PSA Finance continued to collaborate with the Peugeot, Citroën and DS brands on the development of exclusive and differentiated financial products tailored to specific vehicles.
A strong and competitive product offering was also maintained, supported by continuous commercial efforts throughout the dealer network.
In 2025, PSA Finance offered a wide range of financing products, driven by a lower cost of access to financing resulting from the downward trend in market interest rates, supported by the Milei administration’s stabilization and inflation containment policies. In this scenario, PSA Finance recorded strong growth in retail contract volumes compared to 2024, also supported by ongoing collaboration with the brands. PSA Finance improved its financial results in 2025 compared to 2024, as a result of the following factors:
•Growth in the volume of the financed product portfolio.
•Strong focus on profitability and origination margins.
•A significant decline in inflation, which helped reduce the associated monetary loss.
As a result of the foregoing, net income from financial intermediation activities amounted to a profit of Ps. 47,257 million. After considering other income(loss), profit before income tax amounted to Ps. 48,763 million, and after recognition of income tax and inflation adjustment, PSA Finance reported a final net income of Ps. 22,719.27 million.
During 2025, no transactions requiring extraordinary financing were carried out.
On February 28, 2025, PSA issued two series of Corporate bonds. The first series, Series No. 31, for a total amount of Ps. 3,537 million, equivalent to UVA (inflation-indexed unit of account) 2,590,901, with a 24-month tenor and an interest rate of 8.0%; and the second series, Series No. 32, for a total amount of Ps. 19,813 million, with a 12-month tenor and an interest rate of TAMAR + 3.20%.
On December 19, 2025, PSA issued three additional series of Corporate bonds. The first series, Series No. 34, for a total amount of Ps. 20,412 million, equivalent to UVA (inflation-indexed unit of account) 12,066,894, with a 24-month tenor and an interest rate of 8.89%; the second series, Series No. 35, for a total amount of Ps. 13,788 million, with a 12-month tenor and an interest rate of TAMAR + 4.24%; and the third series, Series No. 36, for a total amount of Ps. 10,800 million, with a 9-month tenor and a monthly effective interest rate of 2.65%.
In 2026, PSA Finance is expected to continue to collaborate with the Peugeot, Citroën and DS brands and to maintain its sales strategy.
The development of digitalization is expected to continue to progress, as it is a key component of PSA Finance’s mission to efficiently reach a customer profile whose purchasing behavior is constantly evolving and who increasingly relies on new technologies to obtain information and compare products. In this regard, PSA Finance expects to continue developing tools that allow customers to access loans for the first time through various digital platforms.
•BBVA Asset Management Argentina S.A.U. Sociedad Gerente de Fondos Comunes de Inversión (“BBVA AMA”).
In 2025, the Argentine mutual fund industry recorded a slight increase compared to the previous year in terms of assets under management. According to preliminary data prepared by the Argentine Chamber of Mutual Funds (Cámara Argentina de Fondos Comunes de Inversión – CAFCI), assets under management increased by 2.3% in 2025 compared to the previous year.
The main driver of this increase was an 8.8% growth in time deposit funds, which was partially offset by a decrease in market funds and fixed income funds of 6.0% and 6.3%, respectively.
As of December 31, 2025, assets under management of BBVA AMA amounted to Ps. 3,938,101.38 million, representing a Ps. 59,202.55 million decrease, or 1.5%, compared to the previous year. This decrease was primarily attributable to a decrease in assets under management in certain product categories, including time deposit funds, which was partially offset by an increase in assets under management in other product categories, reflecting changes in the composition of the mutual fund market and investor preferences during the year.
The composition of assets under management as of December 31, 2025 was as follows:
|
|
|
|
|
|
|
|
|
| Name of investment fund |
|
Millions
of pesos |
| FBA Renta Pesos |
|
3,230,239.62 |
| FBA Renta Fija Dólar I |
|
202,187.20 |
| FBA Ahorro Pesos |
|
121,400.37 |
| FBA Acciones Argentinas |
|
91,180.40 |
| FBA Horizonte |
|
76,422.76 |
| FBA Bonos Argentina |
|
67,093.73 |
| FBA Money Market Dólar |
|
60,811.42 |
| FBA Renta Fija Plus |
|
28,738.30 |
| FBA Renta Fija Dólar Plus I |
|
21,651.25 |
| FBA Renta Mixta |
|
14,365.95 |
| FBA Acciones Latinoamericanas |
|
12,948.04 |
| FBA Renta Pública I |
|
10,598.64 |
| FBA Renta Fija Dólar Latam I |
|
145.11 |
| FBA Renta Mixta Dólar I |
|
145.11 |
| FBA Acciones Globales Dólar I |
|
145.10 |
| FBA Bonos Globales |
|
10.45 |
| FBA Horizonte Plus |
|
10.26 |
| FBA Money Market Pesos Plus |
|
5.03 |
| FBA Retorno Total I |
|
2.29 |
| FBA Gestión I |
|
0.35 |
|
|
|
| Total |
|
3,938,101.38 |
According to the (provisional) assets under management ranking prepared by CAFCI, BBVA AMA’s market share as of December 31, 2025 was 5.1%, ranking fifth among competitors.
In the time deposit fund category, BBVA AMA had assets under management of Ps. 3,291,056 million as of December 31, 2025, recording a decrease of Ps. 107,010.26 million, which represented a 3.2% decline compared to the previous year.
In turn, within market funds, BBVA AMA recorded an increase of Ps. 47,796.07 million, representing a 8.0% increase during the year. Market funds’ total assets under management as of December 31, 2025 amounted to Ps. 647,045 million.
Fees generated by BBVA AMA amounted to Ps. 65,372 million during the year, reflecting a 27.6% increase compared to the fees accrued in the previous year.
As of December 31, 2025, BBVA AMA had 20 funds under management registered with the CNV.
On April 30, 2025, the CNV issued Resolution RESFC-2025-23115-APN-DIR#CNV, approving the registration of BBVA AMA with the Registry of Full Clearing and Settlement Agents (Agentes de Liquidación y Compensación Integral – ALYC INTEGRAL).
This registration allows BBVA AMA to expand its operational and service capabilities within the regulatory framework established by Law No. 26,831 and the CNV rules.
In 2026, mutual funds are expected to continue to be considered an efficient investment alternative. In this context, BBVA AMA expects to continue redefining and developing products tailored to client needs, seeking to adapt its product offering to market conditions and to enhance risk management for unitholders.
•Consolidar A.F.J.P. S.A. (undergoing liquidation proceedings)
On December 4, 2008, Law No. 26,425 was enacted, providing for the elimination of the capitalization regime that was part of the Integrated Retirement and Pension System, and its subsequent merger into and replacement with a single pay-as-you go system named Argentine Integrated Retirement and Pensions System. Consequently, Consolidar A.F.J.P. S.A. (undergoing liquidation proceedings) ceased to manage the resources that were part of the individual capitalization accounts of participants and beneficiaries of the capitalization regime of the Integrated Retirement and Pension System, which were transferred to the Guarantee Fund for the Sustainability of the Argentine Retirement and Pension Regime as they were already invested, and the Argentine Social Security Office (“ANSES”) is now the sole and exclusive owner of those assets and rights.
Likewise, on October 29, 2009, the ANSES issued Resolution No. 290/2009, whereby retirement and pension funds managers interested in reconverting their corporate purpose to manage the funds for voluntary contributions and deposits held by participants in their capitalization accounts had 30 business days to express their intention to that end.
Based on the foregoing and taking into consideration that it was impossible for Consolidar A.F.J.P. S.A. to comply with the corporate purpose for which it was incorporated, its shareholders, gathered at a unanimous general and extraordinary shareholders’ meeting held on December 28, 2009, and resolved to approve the dissolution and subsequent liquidation of that company effective as of December 31, 2009, based on the best interests of the company’s creditors and shareholders. Furthermore, in compliance with the terms of the Argentine Companies Law, the extraordinary shareholders’ meeting appointed Mr. Gabriel Orden and Mr. Rubén Lamandia, both of them certified public accountants, as liquidators of Consolidar A.F.J.P. S.A. Since December 31, 2009, they have assumed the role of the company’s legal representatives. To date, they are taking all necessary actions leading to the liquidation of Consolidar A.F.J.P. S.A.
In this regard, on January 28, 2010, the dissolution of Consolidar A.F.J.P. S.A. and the list of designated liquidators were registered with the IGJ.
In addition, on October 19, 2009, the general extraordinary shareholders’ meeting of Consolidar A.F.J.P S.A. (undergoing liquidation proceedings) approved a voluntary reduction of the company’s capital stock by Ps. 75 million. The IGJ approved such capital reduction on January 11, 2010 so that on January 19, 2010, capital contributions were transferred to the company’s shareholders, pursuant to the aforementioned capital stock reduction.
BBVA Argentina, as shareholder, requested Consolidar A.F.J.P. S.A. (undergoing liquidation proceedings) to give notice to the Argentine Ministry of Economy and Public Finance and to the ANSES of its intention to engage in discussions, under the terms of Law No. 26,425, to find one or more remedies to address the consequences from the events occurred after the enactment of such Law. Consolidar A.F.J.P. S.A. (undergoing liquidation proceedings) gave such notice on June 11, 2010.
On December 7, 2010, Consolidar A.F.J.P. S.A. (undergoing liquidation proceedings) filed a complaint for damages against the Argentine government and the Ministry of Labor, Employment and Social Security, which was heard by Federal Court of Original Jurisdiction in Administrative Matters No. 4, Division No. 7, under File No. 40,437/2010. Such complaint was ratified by BBVA Argentina in its capacity as majority shareholder of the company. On July 15, 2011, Consolidar A.F.J.P. S.A. (undergoing liquidation proceedings) and BBVA Argentina made a filing with such court to expand the scope of the complaint for the assessment of damages. On March 9, 2012, such court ordered that notice of the complaint be served upon the National Government.
On May 13, 2013, the acting court resolved to initiate the trial period, upon which the company started to produce the pertinent testimonial, documentary, and expert evidence. On May 28, 2013, the company filed its witnesses’ question sheets and testimonies.
Judgment was rendered on July 1, 2021 dismissing the complaint. An appeal was lodged and admitted by the acting Court, for the decision to be reviewed before the Court of Appeals.
On September 30, 2021, notice was served that the case would be heard by Panel I of the Federal Court of Appeals in Administrative Matters, where the appellant was required to file the basis of his appeal. Such filing was made on October 12, 2021. Then, on October 14, 2021 the Court of Appeals ordered that notice of the basis of appeal brief be served upon the National Government.
On October 22, 2021, the Court of Appeals considered that the National Government had answered the service of notice, and ordered that the record of the case be submitted for final judgment.
On August 9, 2022, Chamber I of the Federal Administrative Litigation Chamber issued a sentence which ratified the first instance ruling. On August 25, 2022, an Extraordinary Federal Appeal was filed against this resolution. On September 15, 2022 such chamber partially granted the appeal. On September 21, 2022 a Complaint Appeal was filed before the Supreme Court of Justice.
The Attorney General of the Nation has been notified and issued two non-binding opinions recommending to the Supreme Court of Justice of the Nation the rejection of the appeals filed by Consolidar AFJP S.A.
As of the date of this annual report on Form 20-F, BBVA Argentina cannot estimate the outcome of such motion, if admitted, or the outcome of the review of the case by the CSJN.
•Volkswagen Financial Services Compañía Financiera S.A.
Volkswagen Financial Services Compañía Financiera S.A. (“VWFS”) is primarily engaged in the business of granting secured auto loans and vehicle lease transactions for the purchase of new Volkswagen Group-branded cars and offering wholesale financing to the VW Group’s dealers for the purchase of brand vehicles. In addition, VWFS also provides financing for the purchase of used vehicles and financed maintenance services, all within the territory of the Argentine Republic.
In 2025, the automotive market experienced a 47.8% increase in vehicle registrations compared to the previous year, driven mainly by economic growth, the normalization of supply, and improved access to credit. In this context, and as a result of the normalization of overall financial market conditions, the share of market units financed through secured loans increased from 40.4% in 2024 to 45.5% in 2025.
The Volkswagen Group reached the second market position in terms of vehicle registrations, achieving a year-on-year growth of 48.6%. The percentage of financed units reached 26.0% in 2025, compared to 20.0% in 2024. In 2025, the Volkswagen Group achieved a 16.9% market share in the automotive market, ranking second in terms of sales, representing an improvement compared to the 16.5% achieved in the previous year.
In the retail segment, VWFS increased its share of Volkswagen Group financed unit sales by 2.5 percentage points, reaching 92.0% (excluding trucks and Audi vehicles).
In terms of its share of total Volkswagen Group sales, VWFS increased its share to 23.9%, an increase of 6.0 percentage points compared to 2024. This increase was primarily driven by the close collaboration with the Volkswagen Group and the Volkswagen Group’s dealer network, which included the offering of subsidized-rate financing campaigns at attractive conditions in a context of declining interest rates.
As of December 31, 2025, VWFS maintained a solid capitalization position aimed at supporting the development of its business. In addition, throughout 2025, VWFS expanded its funding sources with other commercial banks, reaching Ps. 766,500 million in credit lines.
On December 11, 2025, VWFS issued three series of Corporate bonds. The first series, for a total amount of Ps. 21,142 million, with a 12-month tenor and a cut-off spread of 4.5% over BADLAR; the second series, for a total amount of Ps. 3,274 million, with a 9-month tenor and a monthly effective interest rate of 2.6%; and the third series, for a total amount of Ps. 5,584 million, equivalent to UVA (inflation-indexed unit of account) 3,341,676, with a 24-month tenor and a 9.0% interest rate. In order to capitalize on potential capital markets future opportunities, VWFS maintains strategic relationships with leading investment banks.
In 2025, VWFS did not launch any new products. Nevertheless, due to enhanced financial market conditions, VWFS was able to resume the offering of 0% interest rate financing. In this regard, VWFS focused on promoting its traditional fixed-rate secured auto loan products, with terms of up to 60 months, financing up to 80% of the purchase price of new Volkswagen vehicles.
As part of its continuous improvement initiatives, VWFS sought to enhance its services to the dealer network through improved communication, training, and strong response times.
During 2025, VWFS’ main objective was to offer customers competitive financing products and services, underpinned by a commercial policy aimed at fostering dealer loyalty. In 2025, VWFS provided a total of 23,044 secured auto loans, representing a 95.2% increase compared to the previous year, in line with the increased availability of new vehicles from the VW Group.
As of December 31, 2025, net income after income tax amounted to Ps. 12,459.48 million, representing a significant increase compared to net income after income tax of Ps. 1,483.55 million in the previous year. This increase was mainly attributable to improved product profitability despite a highly competitive industry environment.
In 2026, VWFS seeks to maintain its share of financed vehicle sales, with retail loan production expected to remain in line with 2025, as well as increase the size of its wholesale portfolio. VWFS also seeks to implement certain strategic projects aimed at improving internal processes, enhancing service quality for customers, and strengthening service to the dealer network.
To fund its secured auto loan portfolio, VWFS expects to continue diversifying its funding sources through its main commercial partner, other commercial banks through funding from time deposits, and the issuance of notes.
•FCA Compañía Financiera S.A.
FCA CF’s share capital is held equally by BBVA Argentina and Stellantis Financial Services Europe, a company affiliated with the Stellantis Group, based in France. As explained in Note 2.2. of the Consolidated Financial Statements, the Bank controls FCA CF.
Its core business consists of providing financing through secured auto loans and vehicle lease transactions for the acquisition of new and used vehicles, light commercial vehicles, and sport utility vehicles (“SUVs”) of the Fiat, Jeep and RAM brands, as well as any other brand marketed by the FCA Group.
FCA CF also provides wholesale financing to the FCA Group’s authorized dealers for the acquisition of brand vehicles, spare parts sales, or as commercial credit lines to support short-term working capital needs.
In 2025, the market share of the Fiat, Jeep and RAM brands increased from 16.4% to 17.6%.
Supported by price stability and declining interest rates, bank financing for customers of these brands grew significantly. In 2025, FCA CF financed a total of 23,787 new vehicles, achieving a penetration rate of 23.3% over vehicle registrations, representing an increase of 8.4 percentage points compared to the previous year. In the aggregate, including used vehicle financing, FCA CF financed 24,045 vehicles, representing a 148.5% increase in financed units compared to the previous year. This performance reflects the offering of innovative and competitive financial products, high quality service , and the flexibility with which such products are adapted to market and customer needs.
At year-end, FCA CF’s funding structure consisted of: (a) utilization of local credit lines from local Financial Institutions totaling Ps. 154,628 million; (b) time deposits from qualified investors amounting to Ps. 25,906 million, all indexed to UVA; and (c) corporate bonds totaling Ps. 26,770 million.
FCA CF plans to continue to develop products and services aimed at sustaining its performance in the coming year. FCA CF also plans to continue to offer financial products tailored to market needs for the purchase of passenger vehicles and light commercial vehicles of the Fiat, Jeep and RAM brands.
In particular, in 2026, FCA CF seeks to (i) preserve its leadership position in the secured auto loan market through competitive financial products that maintain an appropriate risk–return ratio, while continuing to improve service levels for customers and the dealer network; (ii) maintain high credit quality across its portfolio; and (iii) control its cost structure in line with the level of business activity.
FCA CF also plans to continue to monitor developments in financial market variables and the needs of the credit market aimed at consumption and investment by potential end customers. This is expected to enable FCA CF to continue offering financial products that rank among the most attractive options for such customers, always in line with the profitability and risk parameters required by its shareholders.
•Joint venture
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Joint Venture |
|
Country of
Incorporation/
Residence |
|
BBVA Argentina
Ownership
and Voting Power
(in percentages)
|
|
Principal Activity |
|
Stockholders’
Equity
(in millions of
Ps.) (1)
|
| Rombo Compañía Financiera S.A. |
|
Argentina |
|
40.0 |
% |
|
Financial institution |
|
56,114.45 |
|
_____________
(1)Total shareholders’ equity as of December 31, 2025.
Below is a description of our joint venture:
•Rombo Compañía Financiera S.A.
Rombo Compañía Financiera S.A (“RCF”) is the main finance company of the Renault’s network of dealers, both for new and used vehicles. During 2025, Renault achieved a 10.2% market share in the car market (9.12% in 2024), ranking fourth in terms of sales volume.
Nissan had a 2.7% market share (3.3% in 2024). The Renault brand has continued to rank high among competitors, mainly driven by the high level of financing provided by RCF and Plan Rombo.
RCF’s financing penetration in Renault vehicle sales increased significantly, reaching 46.0% in 2025 compared to 32.3% in 2024. A similar trend was observed for Nissan, where financing penetration rose to 27.9% in 2025 from 15.3% in 2024.
In terms of the share of the financed vehicle market, Renault ranked among the top three brands, while Nissan ranked sixth, according to data published by the Asociación de Concesionarios de Automotores de la República Argentina (“ACARA”).
As of December 31, 2025, customer loyalty rates remained strong, at 94% for Renault and 86% for Nissan.
Renault Argentina and Nissan provided strong support to credit activity by contributing significant commercial incentives (interest rate subsidies) for both new and used vehicles.
As a result, in 2025, RCF financed 31,397 new Renault and Nissan vehicles compared to 13,469 in 2024 and 5,231 used vehicles compared to 3,421 in 2024. In 2025, the total financed amount reached Ps. 450,663 million, representing an increase of 131.9% compared to Ps. 194,334 million during the year ended December 31, 2024.
Indicators measuring risk and portfolio quality remained stable compared to the previous year. The number of cases under litigation remained low, and collections performance was strong, mainly due to settlement agreements. The level of non-performing loans increased from 0.2% as of December 31, 2024 to 0.4% as of December 31, 2025.
RCF has established a USD 150 million note program in order to finance its operations. RCF’s total outstanding balance of corporate bonds as of December 31, 2025 under such program amounted to Ps. 69,729 million. The program has an “AA” rating assigned by Fix SCR S.A. Agente Calificadora de Riesgo.
•Associates
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|
|
| Associate |
|
Country of
Incorporation/
Residence |
|
BBVA Argentina
Ownership
and Voting Power
(in percentages) |
|
Principal Activity |
|
Shareholders’
Equity
(in
millions of Ps.) |
| BBVA Seguros Argentina S.A.(1) |
|
Argentina |
|
12.2 |
% |
|
Insurance |
|
69,873.37 |
|
| Interbanking S.A.(3) |
|
Argentina |
|
11.1 |
% |
|
Information services for financial markets |
|
62,763.79 |
|
| Play Digital S.A.(2) |
|
Argentina |
|
12.2 |
% |
|
Development, offer and implementation of a digital payment solution |
|
10,713.75 |
|
| OpenPay Argentina S.A.(1) |
|
Argentina |
|
12.5 |
% |
|
Development, offer and implementation of a digital payment solution |
|
7,248.28 |
|
_____________
(1)Total shareholders’ equity as of December 31, 2025.
(2)Total shareholders’ equity as of September 30, 2025.
(3)Total shareholders’ equity as of December 31, 2024.
Below is a description of our associates:
•BBVA Seguros Argentina S.A.
BBVA Seguros Argentina S.A. (“BBVA Seguros”) operates in the following insurance lines: fire, homeowners’ and comprehensive home insurance, theft and similar risks, personal accident, group life, credit life, funeral, car insurance and miscellaneous risks, through various channels, including the Bank, telephone operators and insurance brokers.
During 2025, written premiums reached Ps. 113,609.64 million, a 41.2% increase compared to the previous year.
The business strategy combines a broad product offering with multiple distribution and service channels based on customers’ needs.
Claims paid during 2025 totaled Ps. 32,149.12 million, representing 28.3% of written premiums for the year.
Net income for 2025 amounted to Ps. 6,921.23 million, and shareholders’ equity as of December 31, 2025 totaled Ps 69,873.37 million.
BBVA Seguros’ investment strategy was based on the following guidelines:
• Credit Risk: Compliance with regulations, counterparty selection based on criteria established by the investment committee, and ongoing monitoring are essential to the security of the portfolio. In light of the macroeconomic environment characterized by declining inflation during 2025, BBVA Seguros’ exposure was diversified into sovereign assets adjusted by C.E.R. (inflation-linked coefficient) and assets accruing interest at fixed rate (LECAPS), most of which are short term instruments, to keep a balance between profitability and volatility. To diversify credit risk, positions were held in money market funds and short-term fixed-income fund. Additionally, the portfolio is comprised of corporate bonds (Obligaciones Negociables) and mutual funds authorized by the National Superintendency of Insurance.
• Instrument Liquidity: The portfolio of BBVA Seguros has been structured considering instruments that provide the necessary liquidity to adequately meet the requirements demanded by its business dynamics.
The surplus of minimum capital as of December 31, 2025 was Ps. 52,219.71 million, an excess of 337.9% over the required minimum capital.
For 2026, BBVA Seguros seeks to expand its value proposition with new insurance products tailored to its customers’ real needs, adding additional channels to improve the simulation, contracting, and management process. BBVA Seguros’ goal is to achieve further growth that in the medium and long term translates into increased business volumes and enhanced profitability for shareholders, while delivering differentiated customer service excellence through well-trained personnel committed to BBVA Seguros’ goals.
•Interbanking S.A.
Interbanking S.A. (“Interbanking”) is a nationwide company with over 30 years of experience in the market. It offers a broad range of services focused on digital treasury solutions tailored to the needs of each of its customers, including multinational corporations, large enterprises and SMEs, as well as organizations, public entities and government institutions.
Through its business-to-business digital service, Interbanking allows its customers to manage all their administrative and financial operations in a single, simple, agile and secure ecosystem.
BBVA Argentina, as a member and shareholder of Interbanking, together with other leading Argentine banks, offers an electronic communications system that enables customers to optimize their banking transactions.
Corporate customers of BBVA Argentina may access the service from their personal computers at any time and check their accounts at any member bank, send messages, transfer funds, execute electronic payroll payments, make supplier and tax payments, and access market data.
Through Interbanking, the Bank offers differentiated electronic products for each segment of its corporate customer base and processes online transfers, enabling debit and credit transactions to be automatically settled and reflected in the relevant accounts in real time.
Shareholders at the shareholders’ meeting of Interbanking held on July 3, 2025, approved the distribution of a dividend totaling Ps. 17,330.15 million. Based on shareholding in Interbanking, BBVA Argentina is entitled to receive Ps. 1,925.57 million. As of December 31, 2025, such dividend remained outstanding.
•Play Digital S.A.
Play Digital S.A. (“Play Digital”) is a digital-native company established in 2020, whose primary purpose is the development, operation and continuous evolution of technological solutions designed to facilitate user interaction with financial system products and services, promoting interoperability, efficiency and security in electronic payment methods.
Its shareholders include the vast majority of public, private and cooperative banking institutions in Argentina. BBVA Argentina currently holds 12.2% of its capital.
Play Digital has developed and operates the MODO platform, a digital payment solution that enables end users to link, within a single environment, their bank accounts and payment methods, allowing them to make transfers, pay in physical and online stores, access promotions and benefits, and use additional functionalities, all under high standards of security, traceability and user experience.
Through MODO and technology placed at the service of users, Argentine banks are taking steps towards open banking, fostering greater integration of all payment methods. MODO offers a payment solutions platform to its clients—account and payment method issuers—for the development of features they offer to their customers, who are the users of MODO. Thus, users can register with MODO through their banking app or directly via the MODO app and link their phone number. Once registered, they can link their bank accounts, credit cards, debit cards, and prepaid cards, then choose how and with which products to transact at any time. In this way, users have all their bank accounts in one place, enabling them to view balances, send or request money, and make payments at stores. They can also access all the benefits, promotions, discounts, and installment plans offered by the banks within the ecosystem where they already have a bank account.
With an ambitious value proposition, MODO follows the example of similar initiatives in other countries, such as Bizum (Spain), Zelle (United States), Paylib (France), MobilePay (Denmark), Swish (Sweden) and PayNow (Singapore).
During 2025, Play Digital remained focused on:
•The operational and technological consolidation of the MODO platform.
•The expansion of functionalities and continuous enhancement of the user experience.
•Strengthening its integration with participating financial institutions.
•The optimization of operating costs and improvement of economic efficiency.
As a result of these initiatives, Play Digital experienced revenue growth and a decrease in operating expenses compared to the previous year.
Looking ahead to 2026, Play Digital plans to closely monitor developments in the international economic and financial environment and, in particular, trends in inflation, economic activity, exchange rates and public spending in Argentina.
In the digital wallet industry, Play Digital is expected to continue to operate in a highly competitive environment with low barriers to entry, requiring ongoing monitoring of competitor developments.
During 2026, Play Digital intends to continue increasing its business volume through the development of new functionalities and technological enhancements, reinforcing its role as a leading industry player.
•OpenPay Argentina S.A.
Openpay Argentina S.A. (“Openpay”) was formed on May 11, 2021, and is part of the BBVA Group. As of December 31, 2025, its shareholders are BBV América S.L., which holds 87.5% of its share capital, and BBVA Argentina, which holds the remaining 12.5%.
Openpay’s purpose is to operate as a payment processor, creating a link between its customers and the acquirers Payway, American Express and Naranja.
In the future, Openpay expects to also engage in the payment aggregator business, offering the service and physical infrastructure to process payments with credit and debit cards, QR code payments, and payment links, with the aim of simplifying the operations for merchants using the platform.
Openpay’s platform provides security and adaptability, which significantly contributes to the development of both physical and electronic commerce thanks to its easy to implement and functional dashboard, which in turn enables merchants to view their transactions in real time with different payment methods.
In 2025, Openpay achieved the following goals:
•In March, the API Checkout plug-in was successfully integrated into Tiendanube, Argentina’s leading e-commerce platform. This strategic alliance facilitated payment processing for entrepreneurs and SMEs, strengthening Openpay’s footprint in the online sales market.
•In June, smart point-of-sale (“SmartPOS”) terminals were officially launched, completing the suite of in-store solutions.
•During the second half of 2025, the security ecosystem was strengthened by enhancing the two-factor authentication and optimizing OpenControl. In addition, advanced tools such as Emailage were integrated, raising fraud prevention standards for card-not-present transactions.
Openpay aims to provide a differentiated service to its clients by integrating various types of services (card-present and card-not-present payments), while promoting financial inclusion for small merchants and entrepreneurs.
During 2026, Openpay plans to prioritize the rollout and mass deployment of the SmartPOS product with the purchase of 7,000 terminal units aimed at strengthening the service offering in the in-store channel.
Additionally, Openpay seeks to enhance the client ecosystem through joint campaigns with the Bank. These initiatives will be aimed at accelerating the onboarding of Openpay accounts, strategically focusing on entrepreneurs and SMEs, and providing them with comprehensive financial tools to support their growth.
With respect to the card-not-present channel, the focus is expected to remain on continuing to develop and enhance existing e-commerce products, specifically API checkout solutions and plug-ins, in order to maintain competitiveness and facilitate technological integration for our affiliated merchants.
Additionally, Openpay seeks to continue to develop QR interoperability to enable the acceptance of credit and debit cards enrolled in the main digital wallets of the market (such as MercadoPago or Cuenta DNI) and eliminate payment acceptance barriers for clients.
All of the above is expected to be carried out through the continued development of innovative products expected to enable Openpay to further increase its market share.
Equity Investments
The following were all the positions that we held in non-financial institutions where we owned more than 2% of the invested companies’ equity as of December 31, 2025.
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| Investment |
|
Country |
|
% of Shares
Owned
(in percentages) |
|
Principal Activity |
|
Total
Stockholders’
Equity (in
millions of pesos) |
| Coelsa S.A. |
|
Argentina |
|
9.5 |
% |
|
Clearing house |
|
49,567.17 |
|
| Argencontrol S.A. |
|
Argentina |
|
7.8 |
% |
|
Agent mandatory |
|
157.04 |
|
| Sedesa S.A. |
|
Argentina |
|
8.4 |
% |
|
Deposit guarantee fund |
|
4,315.78 |
|
D.Property, plants and equipment
BBVA Argentina is domiciled in Argentina and has its principal executive offices at Av. Córdoba 111, C1054AAA Buenos Aires, Argentina. The principal executive offices, which we own, are approximately 37,041 square meters in area.
At December 31, 2025, our branch network consisted of 234 retail branches, of which 120 were located in properties that we own and 114 were located in properties leased to us. The branches are located throughout all of the 23 Argentine provinces as well as the City of Buenos Aires.
E.Selected statistical information
The following information is included for analytical purposes and should be read in conjunction with the Consolidated Financial Statements as well as “Item 5. Operating and Financial Review and Prospects”. This information has been prepared from our financial records, which are maintained in accordance with IFRS-BCRA. The Consolidated Financial Statements and the selected statistical information below have been adjusted to comply with IFRS-IASB for the sole purpose of filing this annual report on Form 20-F with the SEC. The information below has been produced in accordance with the requirements of Subpart 1400 of Regulation S-K.
Average Balance Sheets, Interest Earned on Interest-Earning Assets and Interest Paid on Interest-Bearing Liabilities
The average balances of interest-earning assets and interest-bearing liabilities, including the related interest earned or paid, were calculated on a daily basis for the years ended December 31, 2025, 2024 and 2023. Average balances have been separated between those denominated in pesos and in foreign currencies.
This selected statistical information has been prepared taking into account the effect of hyperinflation adjustments, which requires that in the financial statements of an entity whose functional currency is the currency of a hyperinflationary economy, the assets, liabilities, income and expenses of such entity be stated in terms of the measuring unit current at the end of the reporting period (December 31, 2025).
The real interest rate is the amount of interest earned or paid during the period divided by the related average balance.
Included in interest earned are the net gains on our portfolio of government securities and related differences in market quotations. We manage our trading activities in government securities as an integral part of our business. We do not, as a matter of practice, distinguish between interest income and gain or loss on our government securities portfolio.
The following tables show average balances, interest amounts and average real rates for our interest-earning assets and interest-bearing liabilities for the fiscal years ended December 31, 2025, 2024 and 2023.
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| |
|
|
Fiscal Year ended December 31, |
| |
|
|
2025 |
|
2024 |
|
2023 |
| |
|
|
Average
balance (1) |
|
Interest
earned/paid |
|
Average
real rate (2) |
|
Average
balance (1) |
|
Interest
earned/paid |
|
Average
real rate (2) |
|
Average
balance (1) |
|
Interest
earned/paid |
|
Average
real rate (2) |
|
|
|
|
|
|
|
|
|
|
|
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|
|
| |
|
|
(in thousands of pesos, except percentages) |
| ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Interest-earning assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Government securities (3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Pesos |
|
|
3,191,501,349 |
|
|
1,188,302,359 |
|
|
37.2 |
% |
|
4,132,490,463 |
|
|
3,250,074,911 |
|
|
78.6 |
% |
|
5,914,609,725 |
|
|
5,484,920,874 |
|
|
92.7 |
% |
| Foreign currencies |
|
|
145,166,927 |
|
|
3,705,927 |
|
|
2.6 |
% |
|
306,560,842 |
|
|
— |
|
|
0.0 |
% |
|
289,384,051 |
|
|
— |
|
|
0.0 |
% |
| Total |
|
|
3,336,668,276 |
|
|
1,192,008,286 |
|
|
35.7 |
% |
|
4,439,051,305 |
|
|
3,250,074,911 |
|
|
73.2 |
% |
|
6,203,993,776 |
|
|
5,484,920,874 |
|
|
88.4 |
% |
| Loans and advances (4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| To customers/financial institutions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Pesos |
|
|
9,533,035,961 |
|
|
3,934,614,161 |
|
|
41.3 |
% |
|
5,287,109,347 |
|
|
2,882,161,213 |
|
|
54.5 |
% |
|
5,437,625,948 |
|
|
3,604,272,639 |
|
|
66.3 |
% |
| Foreign currencies |
|
|
2,567,277,145 |
|
|
164,497,694 |
|
|
6.4 |
% |
|
844,204,188 |
|
|
35,744,360 |
|
|
4.2 |
% |
|
378,851,230 |
|
|
11,719,245 |
|
|
3.1 |
% |
| Total |
|
|
12,100,313,106 |
|
|
4,099,111,855 |
|
|
33.9 |
% |
|
6,131,313,535 |
|
|
2,917,905,573 |
|
|
47.6 |
% |
|
5,816,477,178 |
|
|
3,615,991,884 |
|
|
62.2 |
% |
| To central bank |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Pesos |
|
|
50,120 |
|
|
— |
|
|
0.0 |
% |
|
105,248 |
|
|
— |
|
|
0.0 |
% |
|
141,037 |
|
|
— |
|
|
0.0 |
% |
| Foreign currencies |
|
|
— |
|
|
— |
|
|
0.0 |
% |
|
12 |
|
|
— |
|
|
0.0 |
% |
|
6,162 |
|
|
— |
|
|
0.0 |
% |
| Total |
|
|
50,120 |
|
|
— |
|
|
0.0 |
% |
|
105,260 |
|
|
— |
|
|
0.0 |
% |
|
147,199 |
|
|
— |
|
|
0.0 |
% |
| Other assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Pesos |
|
|
178,186,662 |
|
|
2,867,079 |
|
|
1.6 |
% |
|
142,517,471 |
|
|
8,151,371 |
|
|
5.7 |
% |
|
154,485,125 |
|
|
18,431,474 |
|
|
11.9 |
% |
| Foreign currencies |
|
|
121,076,780 |
|
|
2,410,904 |
|
|
2.0 |
% |
|
100,570,600 |
|
|
1,682,365 |
|
|
1.7 |
% |
|
100,113,671 |
|
|
1,473,689 |
|
|
1.5 |
% |
| Total |
|
|
299,263,442 |
|
|
5,277,983 |
|
|
1.8 |
% |
|
243,088,071 |
|
|
9,833,736 |
|
|
4.0 |
% |
|
254,598,796 |
|
|
19,905,163 |
|
|
7.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total interest-earning assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Pesos |
|
|
12,902,774,092 |
|
|
5,125,783,599 |
|
|
39.7 |
% |
|
9,562,222,529 |
|
|
6,140,387,495 |
|
|
64.2 |
% |
|
11,506,861,835 |
|
|
9,107,624,987 |
|
|
79.1 |
% |
| Foreign currencies |
|
|
2,833,520,852 |
|
|
170,614,525 |
|
|
6.0 |
% |
|
1,251,335,642 |
|
|
37,426,725 |
|
|
3.0 |
% |
|
768,355,114 |
|
|
13,192,934 |
|
|
1.7 |
% |
| Total |
|
|
15,736,294,944 |
|
|
5,296,398,124 |
|
|
33.7 |
% |
|
10,813,558,171 |
|
|
6,177,814,220 |
|
|
57.1 |
% |
|
12,275,216,949 |
|
|
9,120,817,921 |
|
|
74.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year ended December 31, |
|
2025 |
|
2024 |
|
2023 |
|
Average
balance (1) |
|
Interest
earned/paid |
|
Average
real rate (2) |
|
Average
balance (1) |
|
Interest
earned/paid |
|
Average
real rate (2) |
|
Average
balance (1) |
|
Interest
earned/paid |
|
Average
real rate (2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands of pesos, except percentages) |
| Non interest-earning assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Cash, cash balances at central bank and other demand deposits |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Pesos |
1,116,804,642 |
|
|
|
|
|
|
637,083,279 |
|
|
|
|
|
|
521,193,971 |
|
|
|
|
|
| Foreign currencies |
2,799,009,983 |
|
|
|
|
|
|
2,528,250,799 |
|
|
|
|
|
|
2,008,677,623 |
|
|
|
|
|
| Total |
3,915,814,625 |
|
|
|
|
|
|
3,165,334,078 |
|
|
|
|
|
|
2,529,871,594 |
|
|
|
|
|
| Investments in joint ventures and associates |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Pesos |
25,504,515 |
|
|
|
|
|
|
23,321,426 |
|
|
|
|
|
|
23,018,663 |
|
|
|
|
|
| Foreign currencies |
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
| Total |
25,504,515 |
|
|
|
|
|
|
23,321,426 |
|
|
|
|
|
|
23,018,663 |
|
|
|
|
|
| Tangible and intangible assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Pesos |
1,199,213,972 |
|
|
|
|
|
|
1,099,972,588 |
|
|
|
|
|
|
1,030,697,426 |
|
|
|
|
|
| Foreign currencies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total |
1,199,213,972 |
|
|
|
|
|
|
1,099,972,588 |
|
|
|
|
|
|
1,030,697,426 |
|
|
|
|
|
| Allowance for loan losses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Pesos |
(472,703,010) |
|
|
|
|
|
|
(156,236,674) |
|
|
|
|
|
|
(186,555,988) |
|
|
|
|
|
| Foreign currencies |
(10,200,950) |
|
|
|
|
|
|
6,517,146 |
|
|
|
|
|
|
(20,049,533) |
|
|
|
|
|
| Total |
(482,903,960) |
|
|
|
|
|
|
(149,719,528) |
|
|
|
|
|
|
(206,605,521) |
|
|
|
|
|
| Other assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Pesos |
818,765,333 |
|
|
|
|
|
|
698,715,324 |
|
|
|
|
|
|
675,898,406 |
|
|
|
|
|
| Foreign currencies |
159,158,855 |
|
|
|
|
|
|
60,269,281 |
|
|
|
|
|
|
25,986,110 |
|
|
|
|
|
| Total |
977,924,188 |
|
|
|
|
|
|
758,984,605 |
|
|
|
|
|
|
701,884,516 |
|
|
|
|
|
| Total non interest-earning assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Pesos |
2,687,585,452 |
|
|
|
|
|
|
2,302,855,943 |
|
|
|
|
|
|
2,064,252,478 |
|
|
|
|
|
| Foreign currencies |
2,947,967,888 |
|
|
|
|
|
|
2,595,037,226 |
|
|
|
|
|
|
2,014,614,200 |
|
|
|
|
|
| Total |
5,635,553,340 |
|
|
|
|
|
|
4,897,893,169 |
|
|
|
|
|
|
4,078,866,678 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| TOTAL ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Pesos |
15,590,359,544 |
|
|
5,125,783,599 |
|
|
32.9 |
% |
|
11,865,078,472 |
|
|
6,140,387,495 |
|
|
51.8 |
% |
|
13,571,114,313 |
|
|
9,107,624,987 |
|
|
67.1 |
% |
| Foreign currencies |
5,781,488,740 |
|
|
170,614,525 |
|
|
3.0 |
% |
|
3,846,372,868 |
|
|
37,426,725 |
|
|
1.0 |
% |
|
2,782,969,314 |
|
|
13,192,934 |
|
|
0.5 |
% |
| Total |
21,371,848,284 |
|
|
5,296,398,124 |
|
|
24.8 |
% |
|
15,711,451,340 |
|
|
6,177,814,220 |
|
|
39.3 |
% |
|
16,354,083,627 |
|
|
9,120,817,921 |
|
|
55.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year ended December 31, |
|
2025 |
|
2024 |
|
2023 |
|
Average
balance (1) |
|
Interest
earned/paid |
|
Average
real rate (2) |
|
Average
balance (1) |
|
Interest
earned/paid |
|
Average
real rate (2) |
|
Average
balance (1) |
|
Interest
earned/paid |
|
Average
real rate (2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands of pesos, except percentages) |
| LIABILITIES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Interest-bearing liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Saving accounts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Pesos |
2,703,428,812 |
|
|
352,323,346 |
|
|
13.0 |
% |
|
2,344,082,332 |
|
|
653,798,658 |
|
|
27.9 |
% |
|
2,596,301,159 |
|
|
922,811,813 |
|
|
35.5 |
% |
| Foreign currencies |
3,693,263,159 |
|
|
2,391,914 |
|
|
0.1 |
% |
|
2,277,411,411 |
|
|
159,495 |
|
|
0.0 |
% |
|
1,428,647,490 |
|
|
110,331 |
|
|
0.0 |
% |
| Total |
6,396,691,971 |
|
|
354,715,260 |
|
|
5.5 |
% |
|
4,621,493,743 |
|
|
653,958,153 |
|
|
14.2 |
% |
|
4,024,948,649 |
|
|
922,922,144 |
|
|
22.9 |
% |
| Time deposits |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Pesos |
5,146,348,143 |
|
|
1,909,371,957 |
|
|
37.1 |
% |
|
2,772,416,181 |
|
|
1,583,245,512 |
|
|
57.1 |
% |
|
3,857,969,165 |
|
|
3,549,865,580 |
|
|
92.0 |
% |
| Foreign currencies |
591,888,199 |
|
|
13,690,283 |
|
|
2.3 |
% |
|
260,048,077 |
|
|
1,392,107 |
|
|
0.5 |
% |
|
216,260,007 |
|
|
386,372 |
|
|
0.2 |
% |
| Total |
5,738,236,342 |
|
|
1,923,062,240 |
|
|
33.5 |
% |
|
3,032,464,258 |
|
|
1,584,637,619 |
|
|
52.3 |
% |
|
4,074,229,172 |
|
|
3,550,251,952 |
|
|
87.1 |
% |
| Banks loans – Central bank |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Pesos |
53,468,597 |
|
|
1,480,482 |
|
|
2.8 |
% |
|
— |
|
|
— |
|
|
0.0 |
% |
|
— |
|
|
— |
|
|
0.0 |
% |
| Foreign currencies |
— |
|
|
— |
|
|
0.0 |
% |
|
1,012,154 |
|
|
— |
|
|
0.0 |
% |
|
1,154,914 |
|
|
— |
|
|
0.0 |
% |
| Total |
53,468,597 |
|
|
1,480,482 |
|
|
2.8 |
% |
|
1,012,154 |
|
|
— |
|
|
0.0 |
% |
|
1,154,914 |
|
|
— |
|
|
0.0 |
% |
| Banks loans – Other financial institutions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Pesos |
284,065,792 |
|
|
135,922,330 |
|
|
47.8 |
% |
|
100,838,771 |
|
|
57,046,304 |
|
|
56.6 |
% |
|
79,461,400 |
|
|
(30,546,587) |
|
|
(38.4 |
%) |
| Foreign currencies |
123,537,878 |
|
|
11,600,656 |
|
|
9.4 |
% |
|
25,884,051 |
|
|
2,409,870 |
|
|
9.3 |
% |
|
10,083,002 |
|
|
1,364,748 |
|
|
13.5 |
% |
| Total |
407,603,670 |
|
|
147,522,986 |
|
|
36.2 |
% |
|
126,722,822 |
|
|
59,456,174 |
|
|
46.9 |
% |
|
89,544,402 |
|
|
(29,181,839) |
|
|
(32.6 |
%) |
| Debt securities issued |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Pesos |
258,990,487 |
|
|
104,781,013 |
|
|
40.5 |
% |
|
31,181,332 |
|
|
20,060,495 |
|
|
64.3 |
% |
|
7,651,088 |
|
|
9,827,483 |
|
|
128.4 |
% |
| Foreign currencies |
113,980,919 |
|
|
6,400,017 |
|
|
5.6 |
% |
|
— |
|
|
— |
|
|
0.0 |
% |
|
— |
|
|
— |
|
|
0.0 |
% |
| Total |
372,971,406 |
|
|
111,181,030 |
|
|
29.8 |
% |
|
31,181,332 |
|
|
20,060,495 |
|
|
64.3 |
% |
|
7,651,088 |
|
|
9,827,483 |
|
|
128.4 |
% |
| Other liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Pesos |
37,011,796 |
|
|
40,731,893 |
|
|
110.1 |
% |
|
3,964,532 |
|
|
6,703,810 |
|
|
169.1 |
% |
|
551,853 |
|
|
5,585,254 |
|
|
1012.1 |
% |
| Foreign currencies |
64,330,110 |
|
|
4,892 |
|
|
0.0 |
% |
|
1,284,041 |
|
|
— |
|
|
0.0 |
% |
|
8,719,178 |
|
|
— |
|
|
0.0 |
% |
| Total |
101,341,906 |
|
|
40,736,785 |
|
|
40.2 |
% |
|
5,248,573 |
|
|
6,703,810 |
|
|
127.7 |
% |
|
9,271,031 |
|
|
5,585,254 |
|
|
60.2 |
% |
| Total interest-bearing liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Pesos |
8,483,313,627 |
|
|
2,544,611,021 |
|
|
30.0 |
% |
|
5,252,483,148 |
|
|
2,320,854,779 |
|
|
44.2 |
% |
|
6,541,934,665 |
|
|
4,457,543,543 |
|
|
68.1 |
% |
| Foreign currencies |
4,587,000,265 |
|
|
34,087,762 |
|
|
0.7 |
% |
|
2,565,639,734 |
|
|
3,961,472 |
|
|
0.2 |
% |
|
1,664,864,591 |
|
|
1,861,451 |
|
|
0.1 |
% |
| Total |
13,070,313,892 |
|
|
2,578,698,783 |
|
|
19.7 |
% |
|
7,818,122,882 |
|
|
2,324,816,251 |
|
|
29.7 |
% |
|
8,206,799,256 |
|
|
4,459,404,994 |
|
|
54.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year ended December 31, |
|
2025 |
|
2024 |
|
2023 |
|
Average
balance (1) |
|
Interest
earned/paid |
|
Average
real rate (2) |
|
Average
balance (1) |
|
Interest
earned/paid |
|
Average
real rate (2) |
|
Average
balance (1) |
|
Interest
earned/paid |
|
Average
real rate (2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands of pesos, except percentages) |
| Non-interest-bearing liabilities and stockholders´ equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Checking accounts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Pesos |
1,254,546,362 |
|
|
|
|
|
|
1,061,552,873 |
|
|
|
|
|
|
1,443,448,489 |
|
|
|
|
|
| Foreign currencies |
780,157,234 |
|
|
|
|
|
|
835,311,123 |
|
|
|
|
|
|
628,144,105 |
|
|
|
|
|
| Total |
2,034,703,596 |
|
|
|
|
|
|
1,896,863,996 |
|
|
|
|
|
|
2,071,592,594 |
|
|
|
|
|
| Other liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Pesos |
2,608,341,185 |
|
|
|
|
|
|
2,218,644,973 |
|
|
|
|
|
|
2,479,258,571 |
|
|
|
|
|
| Foreign currencies |
252,334,544 |
|
|
|
|
|
|
241,714,580 |
|
|
|
|
|
|
248,061,450 |
|
|
|
|
|
| Total |
2,860,675,729 |
|
|
|
|
|
|
2,460,359,553 |
|
|
|
|
|
|
2,727,320,021 |
|
|
|
|
|
| Shareholders’ equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Pesos |
3,406,155,067 |
|
|
|
|
|
|
3,536,104,909 |
|
|
|
|
|
|
3,348,371,756 |
|
|
|
|
|
| Foreign currencies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total |
3,406,155,067 |
|
|
|
|
|
|
3,536,104,909 |
|
|
|
|
|
|
3,348,371,756 |
|
|
|
|
|
| Total non-interest-bearing liabilities and shareholders’ equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Pesos |
7,269,042,614 |
|
|
|
|
|
|
6,816,302,755 |
|
|
|
|
|
|
7,271,078,816 |
|
|
|
|
|
| Foreign currencies |
1,032,491,778 |
|
|
|
|
|
|
1,077,025,703 |
|
|
|
|
|
|
876,205,555 |
|
|
|
|
|
| Total |
8,301,534,392 |
|
|
|
|
|
|
7,893,328,458 |
|
|
|
|
|
|
8,147,284,371 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Pesos |
15,752,356,241 |
|
|
2,544,611,021 |
|
|
16.2 |
% |
|
12,068,785,903 |
|
|
2,320,854,779 |
|
|
19.2 |
% |
|
13,813,013,481 |
|
|
4,457,543,543 |
|
|
32.3 |
% |
| Foreign currencies |
5,619,492,043 |
|
|
34,087,762 |
|
|
0.6 |
% |
|
3,642,665,437 |
|
|
3,961,472 |
|
|
0.1 |
% |
|
2,541,070,146 |
|
|
1,861,451 |
|
|
0.1 |
% |
| Total |
21,371,848,284 |
|
|
2,578,698,783 |
|
|
12.1 |
% |
|
15,711,451,340 |
|
|
2,324,816,251 |
|
|
14.8 |
% |
|
16,354,083,627 |
|
|
4,459,404,994 |
|
|
27.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
2025 |
|
2024 |
|
2023 |
| Net Interest Margin and Spread |
|
|
|
|
|
Net interest income (5) |
|
|
|
|
|
| Pesos |
2,581,172,578 |
|
|
3,819,532,716 |
|
|
4,650,081,444 |
|
| Foreign currencies |
136,526,763 |
|
|
33,465,253 |
|
|
11,331,483 |
|
| Total |
2,717,699,341 |
|
|
3,852,997,969 |
|
|
4,661,412,927 |
|
Net interest margin (6) |
|
|
|
|
|
| Pesos |
20.0 |
% |
|
39.9 |
% |
|
40.4 |
% |
| Foreign currencies |
4.8 |
% |
|
2.7 |
% |
|
1.5 |
% |
| Weighted average rate |
17.3 |
% |
|
35.6 |
% |
|
38.0 |
% |
Yield spread, nominal basis (7) |
|
|
|
|
|
| Pesos |
9.7 |
% |
|
20.0 |
% |
|
11.0 |
% |
| Foreign currencies |
5.3 |
% |
|
2.8 |
% |
|
1.6 |
% |
| Weighted average rate |
13.9 |
% |
|
27.4 |
% |
|
20.0 |
% |
_____________
(1)For 2025, the average balances are presented in terms of the measuring unit current at December 31, 2025. For 2024 and 2023 average balances were restated in terms of the measuring unit current at the end of the reporting period (December 31, 2025).
(2)Interest earned/paid divided by average balance.
(3)Includes trading gains and losses in all fiscal years. Unrealized gains and losses arising from changes in the market value of our trading portfolio of government securities and yield on our investment portfolio of government securities are included.
(4)Loan amounts are stated before deduction of the allowance for loan losses.
(5)Net interest income is defined as interest earned less interest paid. Trading results from our portfolio of government securities are included in interest.
(6)Net interest margin is net interest income stated as a percentage of average interest-earning assets.
(7)Yield spread nominal basis is defined as the difference between the average nominal rate on interest-earning assets and the average nominal rate on interest-bearing liabilities.
Changes in Interest Income and Interest Expense; Volume and Rate Analysis
The following tables allocate, by currency of denomination, changes in our interest income and interest expense between changes in the average volume of interest-earning assets and interest-bearing liabilities and changes in their respective average interest rates for the year ended December 31, 2025 compared with the year ended December 31, 2024 and the year ended December 31, 2024 compared with the year ended December 31, 2023. Volume and rate variances have been calculated based on movements in average balances over the period and changes in average interest rates on average interest-earning assets and average interest-bearing liabilities. The net change attributable to changes in both volume and rate has been allocated to volume. Trading gains and losses and yield on government trading and investment accounts results are included in the computation of interest income in all fiscal years.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Year ended December 31, 2025/2024
Increase (Decrease) Due to
Changes in |
|
Year ended December 31, 2024/2023
Increase (Decrease) Due to
Changes in |
| |
Volume |
|
Rate |
|
Net change |
|
Volume |
|
Rate |
|
Net change |
| ASSETS |
|
|
|
|
|
|
|
|
|
|
|
| Interest-earning assets |
|
|
|
|
|
|
|
|
|
|
|
| Government securities |
|
|
|
|
|
|
|
|
|
|
|
| Pesos |
(350,361,620) |
|
|
(1,711,410,932) |
|
|
(2,061,772,552) |
|
|
(1,401,581,239) |
|
|
(833,264,724) |
|
|
(2,234,845,963) |
|
| Foreign currencies |
(4,120,181) |
|
|
7,826,108 |
|
|
3,705,927 |
|
|
— |
|
|
— |
|
|
— |
|
| Total |
(354,481,801) |
|
|
(1,703,584,824) |
|
|
(2,058,066,625) |
|
|
(1,401,581,239) |
|
|
(833,264,724) |
|
|
(2,234,845,963) |
|
| Loans and advances |
|
|
|
|
|
|
|
|
|
|
|
| To customers/financial institutions |
|
|
|
|
|
|
|
|
|
|
|
| Pesos |
1,752,440,991 |
|
|
(699,988,043) |
|
|
1,052,452,948 |
|
|
(82,051,095) |
|
|
(640,060,331) |
|
|
(722,111,426) |
|
| Foreign currencies |
110,405,504 |
|
|
18,347,830 |
|
|
128,753,334 |
|
|
19,703,460 |
|
|
4,321,655 |
|
|
24,025,115 |
|
| Total |
1,862,846,495 |
|
|
(681,640,213) |
|
|
1,181,206,282 |
|
|
(62,347,635) |
|
|
(635,738,676) |
|
|
(698,086,311) |
|
| To central bank |
|
|
|
|
|
|
|
|
|
|
|
| Pesos |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
| Foreign currencies |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
| Total |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
| Other assets |
|
|
|
|
|
|
|
|
|
|
|
| Pesos |
573,928 |
|
|
(5,858,220) |
|
|
(5,284,292) |
|
|
(684,497) |
|
|
(9,595,606) |
|
|
(10,280,103) |
|
| Foreign currencies |
408,323 |
|
|
320,216 |
|
|
728,539 |
|
|
7,644 |
|
|
201,032 |
|
|
208,676 |
|
| Total |
982,251 |
|
|
(5,538,004) |
|
|
(4,555,753) |
|
|
(676,853) |
|
|
(9,394,574) |
|
|
(10,071,427) |
|
| Total interest-earning assets |
|
|
|
|
|
|
|
|
|
|
|
| Pesos |
1,402,653,299 |
|
|
(2,417,257,195) |
|
|
(1,014,603,896) |
|
|
(1,484,316,831) |
|
|
(1,482,920,661) |
|
|
(2,967,237,492) |
|
| Foreign currencies |
106,693,646 |
|
|
26,494,154 |
|
|
133,187,800 |
|
|
19,711,104 |
|
|
4,522,687 |
|
|
24,233,791 |
|
| Total |
1,509,346,945 |
|
|
(2,390,763,041) |
|
|
(881,416,096) |
|
|
(1,464,605,727) |
|
|
(1,478,397,974) |
|
|
(2,943,003,701) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Year ended December 31, 2025/2024
Increase (Decrease) Due to
Changes in |
|
Year ended December 31, 2024/2023
Increase (Decrease) Due to
Changes in |
| |
Volume |
|
Rate |
|
Net change |
|
Volume |
|
Rate |
|
Net change |
| LIABILITIES |
|
|
|
|
|
|
|
|
|
|
|
| Interest-bearing liabilities |
|
|
|
|
|
|
|
|
|
|
|
| Saving accounts |
|
|
|
|
|
|
|
|
|
|
|
| Pesos |
46,831,695 |
|
|
(348,307,007) |
|
|
(301,475,312) |
|
|
(70,347,499) |
|
|
(198,665,656) |
|
|
(269,013,155) |
|
| Foreign currencies |
916,966 |
|
|
1,315,453 |
|
|
2,232,419 |
|
|
59,442 |
|
|
(10,278) |
|
|
49,164 |
|
| Total |
47,748,661 |
|
|
(346,991,554) |
|
|
(299,242,893) |
|
|
(70,288,057) |
|
|
(198,675,934) |
|
|
(268,963,991) |
|
| Time deposits |
|
|
|
|
|
|
|
|
|
|
|
| Pesos |
880,764,183 |
|
|
(554,637,738) |
|
|
326,126,445 |
|
|
(619,927,449) |
|
|
(1,346,692,619) |
|
|
(1,966,620,068) |
|
| Foreign currencies |
7,675,411 |
|
|
4,622,765 |
|
|
12,298,176 |
|
|
234,409 |
|
|
771,326 |
|
|
1,005,735 |
|
| Total |
888,439,594 |
|
|
(550,014,973) |
|
|
338,424,621 |
|
|
(619,693,040) |
|
|
(1,345,921,293) |
|
|
(1,965,614,333) |
|
| Banks loans – Central bank |
|
|
|
|
|
|
|
|
|
|
|
| Pesos |
1,480,482 |
|
|
— |
|
|
1,480,482 |
|
|
— |
|
|
— |
|
|
— |
|
| Foreign currencies |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
| Total |
1,480,482 |
|
|
— |
|
|
1,480,482 |
|
|
— |
|
|
— |
|
|
— |
|
| Banks loans – Other financial institutions |
|
|
|
|
|
|
|
|
|
|
|
| Pesos |
87,672,097 |
|
|
(8,796,071) |
|
|
78,876,026 |
|
|
12,093,563 |
|
|
75,499,328 |
|
|
87,592,891 |
|
| Foreign currencies |
9,170,049 |
|
|
20,737 |
|
|
9,190,786 |
|
|
1,471,117 |
|
|
(425,995) |
|
|
1,045,122 |
|
| Total |
96,842,146 |
|
|
(8,775,334) |
|
|
88,066,812 |
|
|
13,564,680 |
|
|
75,073,333 |
|
|
88,638,013 |
|
| Debt securities issued |
|
|
|
|
|
|
|
|
|
|
|
| Pesos |
92,165,833 |
|
|
(7,445,315) |
|
|
84,720,518 |
|
|
15,138,171 |
|
|
(4,905,159) |
|
|
10,233,012 |
|
| Foreign currencies |
6,400,017 |
|
|
— |
|
|
6,400,017 |
|
|
— |
|
|
— |
|
|
— |
|
| Total |
98,565,850 |
|
|
(7,445,315) |
|
|
91,120,535 |
|
|
15,138,171 |
|
|
(4,905,159) |
|
|
10,233,012 |
|
| Other liabilities |
|
|
|
|
|
|
|
|
|
|
|
| Pesos |
36,368,881 |
|
|
(2,340,798) |
|
|
34,028,083 |
|
|
5,770,656 |
|
|
(4,652,100) |
|
|
1,118,556 |
|
| Foreign currencies |
4,794 |
|
|
98 |
|
|
4,892 |
|
|
— |
|
|
— |
|
|
— |
|
| Total |
36,373,675 |
|
|
(2,340,700) |
|
|
34,032,975 |
|
|
5,770,656 |
|
|
(4,652,100) |
|
|
1,118,556 |
|
| Total interest-bearing liabilities |
|
|
|
|
|
|
|
|
|
|
|
| Pesos |
1,145,283,171 |
|
|
(921,526,929) |
|
|
223,756,242 |
|
|
(657,272,558) |
|
|
(1,479,416,206) |
|
|
(2,136,688,764) |
|
| Foreign currencies |
24,167,237 |
|
|
5,959,053 |
|
|
30,126,290 |
|
|
1,764,968 |
|
|
335,053 |
|
|
2,100,021 |
|
| Total |
1,169,450,408 |
|
|
(915,567,876) |
|
|
253,882,532 |
|
|
(655,507,590) |
|
|
(1,479,081,153) |
|
|
(2,134,588,743) |
|
Investment Portfolio: weighted average yield by remaining maturities
The following table shows the weighted average yield by remaining maturities of our debt securities not carried at fair value as of December 31, 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maturing |
|
|
Within 1 year |
|
After 1 year but
within 5 years
|
|
After 5 years but
within 10 years |
|
After 10 years |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average yield |
|
|
(in percentages) |
Government securities (1) |
|
|
|
|
|
|
|
|
|
|
| In Pesos: |
|
|
|
|
|
|
|
|
|
|
| Argentine bonds |
|
8.4 |
% |
|
7.1 |
% |
|
|
|
|
|
|
| Total government securities in pesos |
|
8.4 |
% |
|
7.1 |
% |
|
|
|
|
|
|
| Total government securities |
|
8.4 |
% |
|
7.1 |
% |
|
|
|
|
|
|
(1)The weighted average yield has been determined based on the price calculated by the Market Risks Area at December 31, 2025 plus the coupon pending collection considering the contractual maturity and amortization profile of each bond.
Maturity Composition of the Loan Portfolio
The following table shows our loan portfolio as of December 31, 2025 by type of loan and by the time remaining to maturity. Loans are stated before deduction of the allowance for loan losses. We expect most loans to be repaid at maturity in cash or through refinancing at market terms.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maturing |
|
|
Amount as of
December 31, 2025 |
|
Within
3 months
|
|
After 3
months but
within 1 year
|
|
After 1 year
but within
5 years
|
|
After 5 years
but
within 15 years
|
|
After 15 years |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands of pesos, except percentages) |
| To government sector |
|
3,152,686 |
|
|
3,115,787 |
|
|
14,981 |
|
|
21,918 |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| To Central Bank |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| To financial institutions |
|
232,957,607 |
|
|
153,351,685 |
|
|
57,749,782 |
|
|
21,856,140 |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| To the non-financial private sector and residents abroad |
|
14,829,251,920 |
|
|
8,884,468,533 |
|
|
3,269,386,146 |
|
|
2,065,318,232 |
|
|
292,431,206 |
|
|
317,647,803 |
|
| Credit Cards |
|
3,324,652,080 |
|
|
2,605,634,311 |
|
|
719,017,769 |
|
|
— |
|
|
— |
|
|
— |
|
| Loans for the prefinancing and financing of exports |
|
2,320,420,414 |
|
|
1,138,012,614 |
|
|
919,127,766 |
|
|
262,878,694 |
|
|
401,340 |
|
|
— |
|
| Commercial papers |
|
900,926,315 |
|
|
809,463,102 |
|
|
91,463,213 |
|
|
— |
|
|
— |
|
|
— |
|
| Other financing |
|
1,992,127,004 |
|
|
1,352,322,417 |
|
|
441,897,868 |
|
|
197,906,719 |
|
|
— |
|
|
— |
|
| Consumer loans |
|
1,435,813,194 |
|
|
365,067,747 |
|
|
274,978,279 |
|
|
795,128,857 |
|
|
638,311 |
|
|
— |
|
| Overdrafts |
|
1,187,162,393 |
|
|
1,170,577,279 |
|
|
16,566,220 |
|
|
18,894 |
|
|
— |
|
|
— |
|
| Notes |
|
2,110,791,712 |
|
|
1,015,102,697 |
|
|
540,921,179 |
|
|
554,614,699 |
|
|
153,137 |
|
|
— |
|
| Pledge loans |
|
745,011,668 |
|
|
374,519,837 |
|
|
240,749,199 |
|
|
129,737,838 |
|
|
4,794 |
|
|
— |
|
| Real estate mortgage |
|
620,063,658 |
|
|
12,276,778 |
|
|
16,227,642 |
|
|
90,036,947 |
|
|
240,457,037 |
|
|
261,065,254 |
|
| Loans to employees |
|
132,386,032 |
|
|
1,608,342 |
|
|
3,470,641 |
|
|
19,963,662 |
|
|
50,760,838 |
|
|
56,582,549 |
|
| Receivables from financial leases |
|
39,907,599 |
|
|
19,893,558 |
|
|
4,966,370 |
|
|
15,031,922 |
|
|
15,749 |
|
|
— |
|
| Documents purchased |
|
19,989,851 |
|
|
19,989,851 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
| Total |
|
15,065,362,213 |
|
|
9,040,936,005 |
|
|
3,327,150,909 |
|
|
2,087,196,290 |
|
|
292,431,206 |
|
|
317,647,803 |
|
| Percentage of total loan portfolio |
|
100.0 |
% |
|
60.0 |
% |
|
22.1 |
% |
|
13.9 |
% |
|
1.9 |
% |
|
2.1 |
% |
Interest Rate Sensitivity of Outstanding Loans
The following table shows, by currency of denomination, the interest rate sensitivity of our loan portfolio as of December 31, 2025. Loans are stated before deduction of the allowance for loan losses.
|
|
|
|
|
|
|
|
| |
|
|
As of December 31, 2025 |
| |
|
|
(in thousands of pesos) |
| Variable Rate |
|
|
|
| Pesos - including Adjustable Loans |
|
|
253,723,104 |
|
| Foreign Currency |
|
|
— |
|
| Sub-total |
|
|
253,723,104 |
|
| Fixed Rate |
|
|
|
| Pesos |
|
|
13,086,744,759 |
|
| Foreign Currency |
|
|
979,205,828 |
|
| Sub-total |
|
|
14,065,950,587 |
|
| Non - performing |
|
|
|
| Pesos |
|
|
739,798,406 |
|
| Foreign Currency |
|
|
5,890,116 |
|
| Sub-total |
|
|
745,688,522 |
|
| Total |
|
|
15,065,362,213 |
|
The following table sets forth a breakdown of our fixed and variable rate loans by maturity as of December 31, 2025.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Sensitivity of
Outstanding Loans Maturing in |
|
|
Less Than One Year |
|
More Than One Year |
|
|
Fixed rate |
Variable rate |
|
Fixed rate |
Variable rate |
|
|
|
|
|
|
|
|
|
(in thousands of pesos) |
| To government sector |
|
3,130,768 |
|
— |
|
|
21,918 |
|
— |
|
|
|
|
|
|
|
|
| To Central Bank |
|
— |
|
— |
|
|
— |
|
— |
|
|
|
|
|
|
|
|
| To financial institutions |
|
211,101,467 |
|
— |
|
|
21,856,140 |
|
— |
|
|
|
|
|
|
|
|
| To the non-financial private sector and residents abroad |
|
11,900,135,161 |
|
253,719,518 |
|
|
2,675,393,656 |
|
3,585 |
|
| Credit Cards |
|
3,324,652,080 |
|
— |
|
|
— |
|
— |
|
| Notes |
|
1,319,936,278 |
|
236,087,598 |
|
|
554,767,836 |
|
— |
|
| Overdrafts |
|
1,187,130,247 |
|
13,252 |
|
|
18,894 |
|
— |
|
| Loans for the prefinancing and financing of exports |
|
2,057,140,380 |
|
— |
|
|
263,280,034 |
|
— |
|
| Consumer loans |
|
636,414,418 |
|
3,631,608 |
|
|
795,767,168 |
|
— |
|
| Commercial papers |
|
900,926,315 |
|
— |
|
|
— |
|
— |
|
| Real estate mortgage |
|
28,493,900 |
|
10,520 |
|
|
591,559,238 |
|
— |
|
| Pledge loans |
|
615,268,514 |
|
522 |
|
|
129,742,632 |
|
— |
|
| Receivables from financial leases |
|
13,683,385 |
|
11,176,543 |
|
|
15,047,671 |
|
— |
|
| Loans to employees |
|
5,077,578 |
|
1,405 |
|
|
127,303,464 |
|
3,585 |
|
| Documents purchased |
|
19,989,851 |
|
— |
|
|
— |
|
— |
|
| Other financing |
|
1,791,422,215 |
|
2,798,070 |
|
|
197,906,719 |
|
— |
|
|
|
|
|
|
|
|
| Total |
|
12,114,367,396 |
|
253,719,518 |
|
|
2,697,271,714 |
|
3,585 |
|
Foreign Country Outstanding Positions
The following table sets forth, as of December 31, 2025 and 2024 the aggregate amount of “cross-border outstandings” exceeding 1% of our total assets at such date. Cross-border outstandings are defined as loans (including accrued interest), acceptances, interest-bearing deposits with other banks, other interest-bearing investments and any other monetary assets which are denominated in dollars or other non-local currency.
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year ended December 31, |
|
2025 |
|
2024 |
|
|
|
|
|
(in thousands of pesos) |
| Cash and cash equivalents |
1,243,129,905 |
|
|
365,010,492 |
|
| Financial assets at fair value through other comprehensive income |
1,374,295 |
|
|
4,430,294 |
|
| Financial assets at amortized cost |
75,938,165 |
|
|
88,916,421 |
|
| Total |
1,320,442,365 |
|
|
458,357,207 |
|
Credit ratios
See “Item 5. Operating and Financial Review and Prospects—A. Operating Results—Financial Position”.
Composition of Deposits
The following table sets out the composition of each category of deposits that exceeded 10% of average total deposits in each of the fiscal years ended December 31, 2025 and 2024.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Fiscal Year ended December 31, |
| |
|
2025 |
|
2024 |
|
|
|
|
|
| |
|
(in thousands of pesos, except percentages) |
| Deposits in Domestic Bank Offices |
|
|
|
|
| Non—interest-bearing liabilities |
|
|
|
|
| Checking accounts |
|
|
|
|
| Average |
|
|
|
|
| Pesos |
|
1,254,546,362 |
|
|
1,061,552,873 |
|
| Foreign currencies |
|
780,157,234 |
|
|
835,311,123 |
|
| Total |
|
2,034,703,596 |
|
|
1,896,863,996 |
|
|
|
|
|
|
| Interest-bearing liabilities |
|
|
|
|
| Saving Accounts |
|
|
|
|
| Average |
|
|
|
|
| Pesos |
|
2,703,428,812 |
|
|
2,344,082,332 |
|
| Foreign currencies |
|
3,693,263,159 |
|
|
2,277,411,411 |
|
| Total |
|
6,396,691,971 |
|
|
4,621,493,743 |
|
| Average real rate |
|
|
|
|
| Pesos |
|
13.0 |
% |
|
27.9 |
% |
| Foreign currencies |
|
0.1 |
% |
|
— |
% |
| Total |
|
5.5 |
% |
|
14.2 |
% |
| Time Deposits |
|
|
|
|
| Average |
|
|
|
|
| Pesos |
|
5,146,348,143 |
|
|
2,772,416,181 |
|
| Foreign currencies |
|
591,888,199 |
|
|
260,048,077 |
|
| Total |
|
5,738,236,342 |
|
|
3,032,464,258 |
|
| Average real rate |
|
|
|
|
| Pesos |
|
37.1 |
% |
|
57.1 |
% |
| Foreign currencies |
|
2.3 |
% |
|
0.5 |
% |
| Total |
|
33.5 |
% |
|
52.3 |
% |
Uninsured deposits
|
|
|
|
|
|
|
|
|
|
|
|
| |
Fiscal Year ended December 31, |
| |
2025 |
|
2024 |
|
|
|
|
|
(in thousands of pesos) |
| Uninsured deposits |
12,381,482,052 |
|
|
8,321,269,591 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Fiscal Year ended December 31, |
| |
2025 |
|
2024 |
|
|
|
|
| |
(in thousands of pesos) |
Deposits in excess of insurance limit with a maturity of: |
|
|
|
| Within 3 months |
11,022,126,460 |
|
|
7,574,834,310 |
|
| After 3 but within 6 months |
917,579,723 |
|
|
495,523,273 |
|
| After 6 but within 12 months |
354,399,908 |
|
|
213,830,194 |
|
| After 12 months |
87,375,960 |
|
|
37,081,814 |
|
|
|
|
|
| Total |
12,381,482,052 |
|
|
8,321,269,591 |
|
For more information about uninsured deposits see “Item 4. Information on the Company—F. The Argentine Banking System and Its Regulatory Framework—Deposit Guarantee Insurance System”.
F.The Argentine Banking System and Its Regulatory Framework
Argentine Banking System
According to data from the Central Bank as of December 31, 2025, Argentina’s banking system consisted of 60 commercial banks, 14 of which were government-owned or government-related banks and 46 of which were Argentine private banks. In addition, the financial system also includes 13 financial companies. The principal regulators of financial institutions in Argentina are the Central Bank, the Superintendence and, in the case of financial institutions that publicly offer their own securities and/or corporate bonds in Argentina or otherwise engage in the offering or trading of third parties’ securities in Argentina, the CNV.
Private Sector Banks
According to data from the Central Bank as of December 31, 2025, the largest Argentine private banks, in terms of total assets, were Banco de Galicia y Buenos Aires S.A.U., Banco Santander Argentina S.A., Banco BBVA Argentina S.A., Banco Macro S.A. and Industrial and Commercial Bank of China S.A.U. Some of these banks, including BBVA Argentina, have one or more significant foreign investors. Argentine private banks accounted for 63.3% of total gross loans and 60.3% of total deposits in the Argentine financial sector, of which the ten largest Argentine private banks accounted for 56.0% of total gross loans and 52.1% of total deposits in the Argentine financial sector. Foreign banks compete under the same regulatory conditions as Argentine banks.
Public Sector Banks
The principal state-owned banks are Banco de la Nación Argentina, Banco de la Provincia de Buenos Aires and Banco de la Ciudad de Buenos Aires. As of December 31, 2025, based on the available data of the Central Bank, these three institutions accounted for 28.5% of total gross loans and 33.1% of total deposits in the Argentine financial sector.
Under the provisions of the Argentine financial institutions Law No. 21,526 (the “Financial Institutions Law”), government-owned or government-related banks and private banks have similar rights and obligations except that the former have the sole right and obligation to handle public revenues and promote regional development. Government-owned banks are required to meet the credit needs of public sector entities. Moreover, the Bylaws of some government-owned banks, which include federal, provincial and locally-owned banks, require their shareholders to guarantee their commitments.
Central Bank
The Financial Institutions Law regulates banking activities in Argentina and places the supervision and control of the Argentine banking system in the hands of the Central Bank, an autonomous institution. The Financial Institutions Law provides the Central Bank with broad access to the accounting systems, books, correspondence, documents and other paperwork of banking institutions. The Central Bank regulates the provision of credit and supervises the liquidity and the general operation of Argentine financial markets. The Central Bank enforces the Financial Institutions Law and authorizes banks to operate in Argentina. Since an amendment to the Financial Institutions Law of 1994, there is no distinction between domestically-owned and foreign-owned financial institutions.
The Central Bank establishes “technical ratios” to limit the levels of indebtedness, liquidity, maximum credit that may be granted per customer and foreign exchange assets and liabilities positions of financial institutions, among others. The Central Bank carries out formal inspections from time to time of all banking institutions to monitor their compliance with legal and regulatory requirements. The Central Bank supervises banks on a consolidated basis. It has a supervision department of internal and external auditors of financial institutions that evaluate performance comprehensively in internal audit areas as well as firms and professionals working as external auditors of financial institutions. When a financial institution does not comply with the mandatory technical ratios, it must explain such noncompliance to the Central Bank. There are specific regulations governing reorganization plans and other measures arising from non-compliance with these plans. Moreover, the Central Bank has the authority to impose sanctions for non-compliance, ranging from a warning to the revocation of banking licenses.
In addition, financial entities need the authorization from the Central Bank for certain actions, such as opening, moving or closing branches or ATMs, acquiring share interests in other financial institutions or non-financial corporations and establishing liens over their assets, among others.
The Central Bank requires financial institutions to submit information to it on a daily, monthly, quarterly, semiannual and annual basis. These reports contain, among other important information, balance sheets and income statements, information relating to reserve funds and use of deposits and indicators on portfolio quality, including details on principal debtors and any loan-loss provisions. The reports are designed to allow the Central Bank to monitor the financial institutions’ business practices. If the Central Bank’s rules are breached, various sanctions may be imposed depending on the gravity of the violation, ranging from simple reprimanding to the imposition of fines or even the revocation of a bank’s operating license.
Moreover, noncompliance with certain rules may result in the mandatory submission by the infringing financial institution to the Central Bank of specific capital adequacy or regularization plans. These plans must be approved by the Central Bank for a financial institution to maintain its license.
The Financial Institutions Law, as amended by Law No. 25,780, provides that:
•Unless expressly provided otherwise by law, the Central Bank shall not be affected by regulations of a general nature that have been or may be enacted with reference to public administration entities and which introduce limitations on the authority or powers of the Central Bank established in its Charter.
•The Central Bank is authorized to make temporary advances to the federal government up to an amount equivalent to 12% of the monetary base, which for this purpose includes monetary circulation plus deposits at sight of financial institutions in the Central Bank, whether in current account or in special accounts. It may also grant advances up to an amount not exceeding 10% of the cash resources obtained by the federal government in the previous twelve months. At no time may the amount granted as temporary advances, excluding those exclusively destined to the payment of obligations with multilateral lending institutions, exceed 12% of the monetary base. All advances thus granted must be repaid within the following twelve months; if any of these advances remain unpaid after their expiration date, it will not be possible to use again these powers until all amounts owed have been repaid.
•The validity of Sections 44, 46 (c), 47 and 48 of the Charter, with respect to the powers of the Superintendent of Financial and Exchange Entities (Superintendente de Entidades Financieras y Cambiarias) under the terms of the text approved as Article 1 of the Law No. 24,144.
•A transitional provision is introduced authorizing the Central Bank to: (i) provide assistance to financial entities with liquidity and / or solvency problems (already authorized under Decree No. 214/02), including those in process of restructuring by resolution of the Central Bank in terms of Article 35 bis of the Financial Institutions Law; and (ii) authorize the integration of reserve requirements of financial institutions with financial assets other than cash, in the form of demand deposits at the Central Bank or in foreign currency accounts according to Article 28 of the Central Bank’s Charter
Amendments to the Central Bank’s Charter and the Convertibility Law
The amendments introduced by law No. 26,739 may be grouped under two subjects: (i) amendments to the functions and powers of the Central Bank as the regulatory and supervisory authority of the financial sector; and (ii) the expansion of the federal government’s access to financing from the Central Bank. We briefly explain below the most relevant aspects of each.
•Functions and powers of the Central Bank:
•Purpose of the Central Bank. The Central Bank has multiple purposes, including “promoting currency stability, financial stability, employment and economic development with social equity”.
•Relationship of the Central Bank with the executive branch and Congress. Under the Charter, the Central Bank remains a “self-governed entity” and (i) in the exercise of its powers and faculties, the Central Bank shall not be subject to the instructions of the executive branch, and (ii) the Central Bank may not enter into any obligation that implies a restriction or a delegation of its powers, without Congress’ express authorization. However, the Charter provides that the Central Bank’s purpose must be fulfilled “within the framework of the policies set by the federal government”.
•Obligations and powers of the Central Bank related to economic information. The Central Bank’s ability to supply economic information is limited to: (i) the requirement to report the expected rate of inflation for each year; (ii) the publication of statistics regarding the balances of payment and the national accounts of the Republic; and (iii) the requirement that the entity’s financial statements reflect the amount and composition of the reserves and of the monetary base were removed from the Charter.
•Functions and powers of the Central Bank. New powers were vested in the Central Bank, including: (i) to regulate the amount of money and the interest rates, and direct credit policies; (ii) to regulate payment systems, liquidating and clearing houses, fund remittance entities and transportation of valuables; and (iii) to protect the rights of consumers of financial services and fair competition within the financial sector.
•Powers of the Central Bank’s president. The amendments strengthened the powers of the president of the Central Bank’s board of directors. In this respect: (i) the Superintendence is now under the president’s supervision; (ii) the president was empowered to operate directly in the currency and foreign exchange markets (formerly, these powers were vested in the Central Bank’s board of directors); and (iii) the president’s powers in emergency situations were increased.
•Powers of the Central Bank’s board of directors. New regulatory powers were expressly conferred to the board, such as: (i) to establish the information and accounting regime for the entities subject to the Central Bank’s supervision; (ii) to regulate credit conditions and policies; (iii) to enact rules that preserve competition in the financial markets; and (iv) to regulate the capture (through negotiable instruments or otherwise) of foreign currency funds by financial institutions.
•Financing of the federal government:
•Temporary Advances. Pursuant to its Charter, the Central Bank may grant temporary advances to the federal government. See “—Central Bank” above.
•Powers of the Central Bank’s board of directors. See “—Central Bank—Functions and powers of the Central Bank” above.
•Determination and application of “freely available” reserves. The Central Bank’s board of directors may determine the amount of reserves necessary to carry out the foreign exchange policy, taking into consideration the evolution of the external accounts. Consequently, the “freely available” reserves will no longer be constituted by those that exceed the amount necessary to underpin up to 100% of the monetary base. The “freely available” reserves will now be those which exceed the amount determined by the board of directors in the manner contemplated above. The amendments also expanded the scope of application of “freely available” reserves. In addition to the payment of obligations with international financial institutions, pursuant to the reform approved by Congress, the “freely available” reserves may also be applied to the payment of “official bilateral external debt”, which includes the debt that the Republic has with creditors grouped together in the “Paris Club”.
•Argentine Fund for Indebtedness Reduction. This fund was created through Decree No. 298/10 in order to apply “freely available” reserves of the Central Bank to the payment of sovereign debt held by private creditors. This Fund is composed by the “freely available” reserves allocated for each fiscal year. Law No. 26,739 provides that this fund will continue to operate until the purpose for which it was created has been fulfilled.
Supervision on a consolidated basis
Argentine financial institutions are subject to supervision on an individual and consolidated basis by the Central Bank. Therefore, the financial statements and other information of financial institutions must reflect the transactions of their head office as well as those of their branches domestically and offshore, and those of any domestic and foreign “significant subsidiaries” (as defined below). The requirements as to liquidity, solvency, minimum capital, risk concentration, and provisions for loan losses, among others, must be calculated on a consolidated basis.
Financial institutions must submit certain financial information to the Central Bank, including the following:
•financial statements and other monthly, quarterly and annual reports reflecting on a consolidated basis the transactions of the financial institution, its domestic and foreign branches and its domestic and foreign “significant subsidiaries” (as defined below); and
•financial statements and other monthly, quarterly and annual reports reflecting on a consolidated basis the transactions of the financial institution, its domestic and foreign branches, its domestic and foreign “significant subsidiaries” (as defined below) or entities or companies in the Republic and abroad where the financial institution owns or controls more than 12.5% of the shares entitled to vote (in those cases determined by the Superintendence), and those companies not subject to consolidated supervision which the financial institution may have chosen to include with the prior approval of the Superintendence.
For the purposes of these regulations:
•A “subsidiary” of a domestic financial institution is any domestic or foreign financial institution or company where:
(1)the domestic financial institution has direct or indirect control of more than 50% of the total votes of any instrument with voting rights in such entity or company;
(2)the domestic financial institution has direct or indirect control as to determining by itself the composition of most of the management bodies of such entity or company; or
(3)a majority of the directors of the domestic financial institution is also a majority of the directors of such entity or company.
The possession or control by the financial institution is considered indirect if exercised through another legal person, its controlling shareholders or directors appointed by such controlling shareholders or persons linked to them, who is also in control of more than 50% (measured as a whole) of the total votes of any instrument with voting rights in another entity or company. Any other form of control or interest where, in the opinion of the Superintendence, and even if the shareholders’ interest does not exceed 50%, a situation of control, and therefore the subsidiary character of an entity or company, is established or can be inferred from the evidence collected.
•A “significant subsidiary” is any subsidiary:
(1)whose assets, possible commitments and other transactions recorded in off-balance sheet accounts represent 10% or more of the total capital of the local financial institution and its subsidiaries abroad; or
(2)whose results of operations corresponding to the current fiscal year represent 10% or more of the aggregate results of operations for the current fiscal year of the local financial institution and its subsidiaries abroad.
Acquisition of Shares of Financial Entities
The Central Bank regulations require the approval of the Central Bank as a condition to the consummation of an acquisition of shares of a financial entity if such acquisition is likely to modify the control or the structure of the shareholders’ groups controlling a financial entity (“Significant Acquisitions”). In addition, any acquisition, other than a Significant Acquisition, in a public offering of 2% or more of the capital stock of a financial entity, such entity must report the identity, nationality and domicile of each purchaser to the Central Bank.
Legal Reserve
The Central Bank requires that financial institutions allocate on an annual basis a certain percentage of their net income in accordance with BCRA rules to a legal reserve. Such percentage is currently set at 20%. This reserve can only be used during periods in which a financial institution has incurred losses and has exhausted all unappropriated retained earnings and other reserves. Financial institutions may not pay dividends if the legal reserve has been impaired. However, when the legal reserve is used to absorb losses, no profits may be distributed until such losses are fully refunded. If the legal reserve balance before any loss absorption exceeds 20% of the capital stock plus a capital adjustment, profits may be distributed once the latter value (capital stock plus the capital adjustment) is reached.
Reserve Requirements and Liquidity Requirements
Reserve and liquidity requirements are determined on the basis of average daily balances of sight and time deposits, and other financial institutions’ liabilities (in pesos and foreign currency), government and private securities, and BCRA monetary policy instruments recorded at the end of each calendar day.
The following liabilities are excluded: payments to the BCRA, to local financial institutions, and to banks located abroad for foreign trade credit lines, and forward and unsettled spot purchases and sales; sight liabilities arising from transfers abroad; liabilities to foreign correspondent banks; and liabilities to stores for sales on credit or purchase cards.
Minimum cash requirements shall be calculated by applying the rates shown in the following chart to: (i) institutions belonging to Group “A” and branches or subsidiaries of foreign banks rated as global systemically important banks (“G-SIB”) not included in that group; and (ii) the remaining financial institutions.
The table below indicates the minimum cash requirements for each type of account as of December 31, 2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2025 |
|
|
Categories |
| Type of Account |
|
Group “A” institutions and G-SIBs not included in that Group |
|
Remaining
institutions
|
| Current accounts and demand accounts open in Credit Unions |
|
45.0% |
|
20.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2025 |
|
|
Categories |
| Type of Account |
|
Group “A” institutions and G-SIBs not included in that Group |
|
Remaining
institutions
|
| Other demand deposits, basic account and universal free account |
|
|
|
|
| In pesos |
|
45.0% |
|
20.0 |
% |
| In foreign currency |
|
25.0% |
|
25.0 |
% |
| Unused balances from current account advances effected |
|
45.0% |
|
20.0 |
% |
| Current accounts of non-bank financial institutions |
|
100.0% |
|
100.0 |
% |
| Fixed-term deposits, bonds for acceptances (including liabilities for the sale or assignment of credits to subjects other than financial institutions), reverse repurchases, bonds and stock exchange reverse swaps, investments at constant term, with advanced cancellation or renewal option: |
|
|
|
|
| In pesos |
|
|
|
|
| Up to 29 days |
|
28.5% |
|
14.5 |
% |
| From 30 to 59 days |
|
17.5% |
|
10.5 |
% |
| From 60 to 89 days |
|
7.5% |
|
5.5 |
% |
| More than 90 days |
|
3.5% |
|
3.5 |
% |
| In foreign currency |
|
|
|
|
| Up to 29 days |
|
23.0% |
|
23.0 |
% |
| From 30 to 59 days |
|
17.0% |
|
17.0 |
% |
| From 60 to 89 days |
|
11.0% |
|
11.0 |
% |
| From 90 to 179 days |
|
5.0% |
|
5.0 |
% |
| From 180 to 365 days |
|
2.0% |
|
2.0 |
% |
| More than 365 days |
|
0.0% |
|
0.0 |
% |
| Demand and term deposits made by judicial order with funds originated in legal actions currently under course and their immobilized balances |
|
|
|
|
| In pesos |
|
|
|
|
| Up to 29 days |
|
25.5% |
|
13.5 |
% |
| From 30 to 59 days |
|
17.5% |
|
10.5 |
% |
| From 60 to 89 days |
|
7.5% |
|
5.5 |
% |
| More than 90 days |
|
3.5% |
|
3.5 |
% |
| In foreign currency |
|
15.0% |
|
15.0 |
% |
| Special deposits related to funds revenues from abroad – Decree No. 616/05 |
|
100.0% |
|
100.0 |
% |
| Term investments instrumented by nominative non-transferable certificates in pesos, corresponding to public sector security holders, entitled to exercise the prepayment option within a term not greater than 30 days after constitution thereof |
|
28.5% |
|
14.5 |
% |
| Deposits and term investments of “UVA” and “UVI” – including savings accounts in “UVA” and “UVI” |
|
|
|
|
| Up to 29 days |
|
10.5% |
|
10.5 |
% |
| From 30 to 59 |
|
8.5% |
|
8.5 |
% |
| From 60 to 89 days |
|
6.5% |
|
6.5 |
% |
| More than 90 days |
|
3.5% |
|
3.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2025 |
|
|
Categories |
| Type of Account |
|
Group “A” institutions and G-SIBs not included in that Group |
|
Remaining
institutions
|
| Labor Closure Fund for Workers of the Construction Industry in “UVA” |
|
10.5% |
|
10.5 |
% |
| Deposits and term investments that are constituted on behalf of minors by funds received gratuitously |
|
3.5% |
|
3.5 |
% |
| Sight deposits in pesos recorded as credit in money market mutual investment funds |
|
40.0% |
|
40.0 |
% |
| Deposits in pesos in the accounts of Payment Service Providers (PSPs) offering payment accounts in which the funds of their customers are deposited |
|
100.0% |
|
100.0 |
% |
| Deposits in exporters special accounts |
|
|
|
|
| In pesos |
|
3.5% |
|
3.5 |
% |
| In foreign currency |
|
0.0% |
|
0.0 |
% |
| Securities borrowing collateral: |
|
|
|
|
| Up to a 29-day residual term |
|
40.0% |
|
40.0 |
% |
| From a 30-day residual term |
|
35.0% |
|
35.0 |
% |
In addition, the requirement to maintain a minimum daily balance equal to 25% of the prior month’s requirement (or 50% in the event of a shortfall) was suspended effective July 1, 2025. Subsequently, from November 1, 2025, to December 1, 2025, financial institutions were required to maintain a minimum daily integration in pesos equal to 95% of the requirement of the relevant period. On December 1, 2025, such threshold was reduced to 75%.
Reduction of the average requirement in pesos:
•The requirement is reduced for the share of loans to MSMEs in pesos to the non-financial private sector, according to the following table (only applicable to financial institutions that meet the MSMEs minimum quota):
|
|
|
|
|
|
|
|
|
|
|
Participation of the financing to
MSMEs in the total financing granted by the
entity to the non-financial private sector. |
|
Reduction (on the total of items
included in pesos). In % |
|
|
| Less than 4 |
|
0.0 |
|
|
|
| Between 4 and less than 6 |
|
0.5 |
|
|
|
| Between 6 and less than 8 |
|
0.6 |
|
|
|
| Between 8 and less than 10 |
|
0.8 |
|
|
|
| Between 10 and less than 12 |
|
0.9 |
|
|
|
| Between 12 and less than 14 |
|
1.0 |
|
|
|
| Between 14 and less than 16 |
|
1.1 |
|
|
|
| Between 16 and less than 18 |
|
1.3 |
|
|
|
| Between 18 and less than 20 |
|
1.4 |
|
|
|
| Between 20 and less than 22 |
|
1.5 |
|
|
|
| Between 22 and less than 24 |
|
1.6 |
|
|
|
| Between 24 and less than 26 |
|
1.8 |
|
|
|
| 26 or more |
|
1.9 |
|
|
|
•The requirement shall be reduced by 50% of loans in pesos granted from October 1, 2020 to January 31, 2022; and by 40% of loans in pesos granted from February 1, 2022 under the “Ahora 12” program, either directly or through a credit card issuing non-financial company, at a maximum interest rate of 17%.
Financial institutions participating in the “Cuota Simple” program shall comply with the minimum cash requirement reduced by 30% of the loans in pesos granted up to March 21, 2024, and by 15% of the loans in pesos granted up to May 23, 2024.
Deductions shall not be higher than 8% of the average items in pesos subject to the requirement of the month preceding the date of calculation.
•The requirement is reduced for cash withdrawals made through ATMs, assigning greater significance to withdrawals made at ATMs located in areas that have less economic activity.
•The requirement shall be reduced by 40% of the financings set forth in paragraph 4.1. of the “Credit Line for Productive Investment for MSMEs” granted at an annual nominal interest rate not exceeding the one set forth in paragraph 5.1.1. of that regulation, calculated as the monthly average of the daily balances of the previous month.
For financing granted after January 1, 2025, the deduction has been eliminated. Financial entities may continue to apply the reduction in the minimum cash requirement for the residual balances of financing that have been agreed upon until December 31, 2024 (Communication “A” 8159).
•The minimum cash requirement of financial institutions offering the Universal Free Account (Cuenta Gratuita Universal) remotely and in person may be reduced in terms of loans granted from April 1, 2021 to natural persons and MSMEs not reported by financial institutions to the Financial System’s Central Credit Database.
For financing granted after January 1, 2025, the deduction has been eliminated. Financial entities may continue to apply the reduction in the minimum cash requirement for the residual balances of financing that have been agreed upon until December 31, 2024 (Communication “A” 8159).
•Based on the balances of financing disbursed until September 30, 2022:
(1)In the case of institutions belonging to Group “A”, and branches or subsidiaries of foreign banks rated as G-SIB not included in Group “A”, the requirement shall be reduced by 30% of all financings in pesos granted to MSMEs (either directly or indirectly through other financial institutions) at a maximum fixed 40% annual nominal rate through February 16, 2020 (which may be calculated until paid up in full) and a fixed 35% annual nominal rate from February 17, 2020.
(2)The requirement shall be reduced by 40% of all financings in pesos granted (either directly or indirectly through other institutions) at a maximum annual nominal interest rate of 24% for: (i) MSMEs that allocate at least 50% to working capital; (ii) human health service providers rendering inpatient services in the context of the health emergency that allocate funds for the purchase of medical supplies and equipment; and (iii) non-MSME customers that allocate funds for the purchase of machinery and equipment manufactured by domestic MSMEs.
(3)The requirement shall be lowered by 60% of the sum of “zero interest rate credits”, “subsidized interest rate credits for companies” and “zero interest rate credits for culture” granted in the context of the health emergency caused by the Covid-19 pandemic, and disbursed until November 5, 2020; by 24% of the “subsidized interest rate credits for companies” disbursed from November 6, 2020 at an annual nominal rate of 27%; and by 7% of the “subsidized interest rate credits for companies” disbursed from November 6, 2020 at an annual nominal rate of 33%.
(4)The requirement will be reduced by an amount equivalent to 60% of the sum of the “Zero Rate Credits 2021” granted within the framework of Decree No. 512/21 calculated as the monthly balance in the period prior to the computation of the requirement.
Additional requirement: The institutions that fail to comply with the regulations on lending capacity in foreign currency are bound by an additional minimum cash requirement for the excess amount and in the same currency.
Lending Capacity Provided by Deposits in Foreign Currency
The lending capacity provided by deposits denominated in foreign currency must be calculated in the same currency of the underlying deposits. Deposits denominated in foreign currency also include deposits denominated in dollars but payable in pesos. The transactions below must be financed in foreign currency:
(1)Prefinancing and financing of exports carried out directly or through agents, consignees or other proxies acting for the account and order of the owner of the goods. It also comprises the financing of suppliers of services to be exported. This includes those transactions carried out for the purpose of financing working capital and/or the acquisition of objects related to the production of goods to be exported, provided the flow of income in foreign currency deriving from such exports is sufficient to settle such transactions.
(2)Other financing to exporters who can rely on a flow of future income in foreign currency and who, in the year prior to the finance being granted, can provide evidence of invoicing in foreign currency − brought into the Republic − for an amount reasonably proportional to such financing.
(3)Financing transactions granted to goods, producers or processors, provided:
•They have firm sale contracts for the goods to be produced for an exporter, with prices fixed or to be fixed in a foreign currency (regardless of the currency in which the transaction is settled) and involving fungible goods with a regular and customary quotation in foreign currency which is widely known and easily accessed by the public in local or international markets. In all cases of term purchase and sale agreements for a price to be fixed, such price must be in direct relation with the price of such products in local markets.
•Their main activity is the production, processing and/or storage of fungible goods with a normal and regular foreign currency quotation in markets abroad that is widely known and easily accessible to the public and provided there is evidence, in the year prior to obtaining the financing, that total revenue from sales of such goods bears a reasonable proportion to that activity and its financing.
This category also includes transactions to finance suppliers of services directly used in the process of exporting goods.
(4)Financing transactions for producers of goods to be exported, either in the same condition or as part of other goods, by third-party purchasers, provided they have total pledges or guarantees in foreign currency from such third parties.
(5)Financings to suppliers of goods and/or services that form part of the production process of perishable items with prices quoted in foreign currency, being customarily used in local markets or abroad, widely spread and with easy access to public knowledge, provided they enter into firm sales agreements for such goods and/or services in foreign currency.
(6)Financing of investment projects, working capital and/or the acquisition of any kind of goods, including temporary importation of commodities, which may increase or be related to the production of goods for exportation. Even though income from exporter companies does not totally derive from sales abroad, financing may only be allocated if the income flow deriving from exportation is sufficient.
This category also includes those transactions where financing is granted via the bank’s participation in “syndicated loans”, be they with domestic or foreign entities.
(7)Financing to clients from the commercial portfolio and of a commercial nature who receive treatment for their consumption or housing credits –under the provisions of the “Debtors’ Classification” regulations – destined to the importation of capital goods (“BK” according to the Common Nomenclature for the MERCOSUR attached as Annex I to Decree No. 690/02 and other complementary provisions) which will result in an increase in the production of goods destined to domestic consumption.
(8)Debt securities or certificates of participation in financial trusts in foreign currency, including other collection rights specifically acknowledged in the trust agreement to be constituted within the framework of loans established by multilateral credit institutions of which Argentina is a party, whose assets under management are loans originated by financial institutions under the terms described in (1) through (4) and the first paragraph of (6) above or documents denominated in foreign currency, bought by the trustee for the purpose of financing transactions on the terms and conditions mentioned in the points above.
(9)Financing transactions for purposes other than mentioned in (1) to (4) and the first paragraph of (6) above, included in the credit program “IDB Loan No. 1192/OC-AR”, without exceeding 10% of the lending capacity.
(10)Loans to financial institutions (any interfinancing loans granted with such resources must be identified).
(11)Notes and bills issued by the Central Bank denominated in U.S. dollars.
(12)Direct investments abroad by companies residing in the Republic, whose purpose is to develop production activities of non-financial goods and/or services, be they through contributions and/or purchases of participations in companies, as far as they are incorporated in countries or territories considered as cooperators regarding tax transparency in terms of article 1 of Decree No. 589/13, as amended.
(13)Financing of investment projects, including their working capital, which permit increasing production in the power sector, and having firm sales agreements and/or full sureties or guaranties in foreign currency.
(14)Debt instruments in foreign currency of the national treasury, up to an amount equivalent to one third the total amount of applications made according to this article.
(15)Financing of investment projects for bovine cattle, including their working capital, without exceeding 5% of the entity’s deposits in foreign currency.
(16)Financing to foreign importers for the acquisition of goods and/or services produced in the Republic, either directly or through lines of credit to foreign banks.
(17)Financing to residents guaranteed by stand-by letters of credit issued by foreign banks that comply with the provisions of section 3.1 of the rules on “Credit assessments”, requiring to this effect an international rating of investment grade risk, insofar as such letters of credit are unrestricted and the accreditation of the funds is carried out immediately at the simple request of the beneficiary entity.
The lending capacity of a financial institution will result from the sum of all deposits in foreign currency plus all inter-financial loans received, as reported by the granting financial institution, as originated in its lending capacity for this type of deposit, after deduction of the minimum reserve requirements applicable to deposits.
Any deficiencies in the application of foreign currency lending capacity, net of a portion of: (i) cash balances; (ii) cash under custody in other financial institutions; (iii) cash in transit; and (iv) cash with armored car transport companies, up to the amount of such deficiency, require an equivalent increase in the minimum cash requirement discussed in “—Reserve Requirements and Liquidity Requirements” above. Any deficiencies arising from debt restructuring transactions arranged by the national executive power are excluded from this requirement and cannot be compensated by foreign currency purchases.
Limitations on Types of Business
Argentine commercial banks may conduct all activities and operations that are not specifically prohibited by law or by regulations of the Central Bank. Banks are permitted, among other things, to:
•make loans in pesos and foreign currency;
•receive deposits in pesos and foreign currency;
•issue guarantees;
•underwrite, place and broker equity and debt securities in the over-the-counter market, subject to the prior approval of the CNV;
•conduct transactions in foreign currency;
•act as fiduciary; and
•issue credit cards.
According to the Financial Institutions Law, banks in Argentina are prohibited from investing in commercial, industrial or agricultural entities, or other entities without the express authorization of the Central Bank. The Central Bank may then impose conditions and limits to guarantee the safety and soundness of the financial institutions.
These limitations include:
•the prohibition of a bank from pledging its shares;
•restriction on incurring any liens upon its properties without prior approval from the Central Bank; and
•limitations on transactions with directors or officers, including any company or person related to such directors or officers, on terms more favorable than those normally provided to clients. See “—Lending and Investment Limits—Related Persons” below in this section.
Notwithstanding the foregoing, banks may own shares in other financial institutions with the prior approval of the Central Bank and in public service companies if necessary to obtain public services.
Prudential Regulations and Minimum Capital Requirements
The Central Bank establishes prudential regulations that require financial institutions to maintain sufficient capital to absorb losses under stress scenarios and ensure the stability of the financial system. These rules apply both on an individual and consolidated basis.
Minimum Capital Requirements
Financial institutions must comply with the higher of: (i) the minimum core capital established by the BCRA, and (ii) the capital requirement derived from credit, market and operational risk exposures.
Risk-weighted assets (“RWAs”) are calculated by applying regulatory risk weights to different asset classes, off-balance-sheet exposures and derivative positions. The BCRA categorizes institutions into two groups: (i) Group 1, systemically important domestic banks and local subsidiaries of global systemically important banks, and (ii) Group 2, all other financial institutions.
Credit Risk
Credit risk requirements reflect the size and type of exposures, using risk weights similar to international Basel standards. Lower-risk assets—such as cash, certain government exposures and highly rated counterparties—receive lower risk weights, while loans, corporate exposures, overdue financings, and certain off-balance-sheet commitments receive higher weights. Certain specific exposures, such as credit card purchases of travel services abroad or non-performing loans, carry significantly higher risk weights.
Risk weights generally range from 0% for certain low-risk sovereign exposures to up to 1,250% for higher-risk or specialized positions, depending on the regulatory classification.
The principal exposure categories include:
•Sovereign and central bank exposures, which may receive preferential risk weights depending on credit standing and regulatory classification, generally ranging from 0% to 150%;
•Financial institutions, with differentiated treatment depending on regulatory grouping and counterparty credit profile, generally ranging from 20% to 150%;
•Corporate exposures, including investment-grade companies, MSMEs and certain specialized or project financings, typically ranging from 65% to 130%, with a standard weight of 100% for other corporate exposures;
•Retail exposures, subject to regulatory classification criteria, generally ranging from 45% to 100%;
•Mortgage-secured exposures, where qualifying residential mortgages may benefit from preferential treatment (generally starting at 20% for the secured portion), while non-qualifying or commercial exposures are subject to higher risk weights, which may reach 150%;
•Past-due or non-performing exposures, which are subject to elevated risk weights depending on provisioning levels, generally ranging from 50% to 150%;
•Equity and subordinated instruments, which are generally assigned higher risk weights, generally ranging from 150% to 250%; and
•Other assets and certain off-balance sheet exposures, which are typically assigned a standard risk weight of 100%, unless subject to specific regulatory treatment.
Certain exposures — including securitizations, derivative transactions, settlement exposures and exposures to central counterparties — are subject to specific regulatory methodologies under BCRA rules.
Institutions must also consider counterparty credit risk in settlement failures and derivative transactions, as well as exposures to securitizations and off-balance-sheet commitments.
Market Risk
Market risk is defined as the risk of loss arising from adverse movements in interest rates, foreign exchange rates, equity prices, commodities and options. The BCRA applies a standardized methodology to measure these risks. Institutions must comply with market risk requirements daily, while reporting is submitted monthly.
Operational Risk
Operational risk is defined as the risk of loss resulting from failures in processes, systems, personnel or external events. In this sense, Group 1 financial institutions calculate their minimum capital requirements to cover operational risk based on a business indicator that reflects the scale of their operations while Group 2 institutions apply a formula based on gross income over the last 36 months.
Regulatory Capital Structure
Since the introduction of Basel I, financial institutions must keep an amount of total capital of not less than 8% of their risk weighted assets. Items going towards compliance with this capital requirement are classified in two groups:
• Tier 1 Capital: Common Equity Tier 1—mainly paid-in capital, retained earnings and other comprehensive income—plus Additional Tier 1 instruments;
• Tier 2 Capital: Subordinated instruments and certain loan-loss provisions.
According to Basel II, at least half of the capital requirement should be composed of core capital, preferably common equity, a category that includes both common shares and retained earnings.
Basel III established more demanding requirements, as banks must comply with three minimum ratios in relation to their risk-weighted assets. As a result, the BCRA requires financial institutions to meet the following minimum ratios:
• Common Equity Tier 1: 4.5%
• Tier 1 Capital: 6%
• Regulatory Capital: 8%
Supervisory Approach
In addition to minimum capital requirements, the BCRA reviews how Argentine financial institutions manage the risks not explicitly covered by capital rules—including interest rate risk in the banking book, concentration risk and strategic risk. The BCRA may require additional capital if it deems that a bank’s risk profile warrants it.
Institutions under consolidated supervision must also comply with capital requirements at the holding-company level and across all subsidiaries.
The following table presents, at December 31, 2025, both the calculation of our ratio of capital to risk-weighted assets computed under the Basel Accord and our capital under the minimum capital rules of the Central Bank.
|
|
|
|
|
|
|
December 31, 2025 |
|
(in millions of pesos,
except percentages) |
| Basel Accord |
|
| Total capital |
3,313,689.4 |
|
| Risk-weighted assets |
17,911,071.2 |
|
Ratio of total capital to risk-weighted assets (1) |
18.5 |
% |
| Required capital |
1,432,885.7 |
|
| Excess capital |
1,880,803.7 |
|
|
|
Central Bank’s Rules (2) |
|
| Total capital |
3,047,646.5 |
|
| Risk-weighted assets |
17,445,766.5 |
|
Ratio of total capital to risk-weighted assets (3) |
17.5 |
% |
| Required capital |
1,435,705.8 |
|
| Excess capital |
1,611,940.7 |
|
_____________
(1)Under the risk-based capital requirements of the Basel Accord, the Bank would be required to maintain a minimum ratio of total capital to risk-weighted assets of 8%.
(2)Calculated on a consolidated basis in accordance with Central Bank requirements.
(3)Under the risk-based capital requirements of the Central Bank, we are required to maintain a minimum ratio of total capital to risk and fixed weighted assets of 10% and 8%, respectively, depending upon the nature of the asset by application of an alpha correction factor equal to 0.15 over financing to the national public sector granted up to May 31, 2003.
Liquidity Coverage Ratio (LCR)
By Communication “A” 5693, the BCRA ordered the application of the Liquidity Coverage Ratio, or “LCR”, which took effect as of January 30, 2015.
This Communication sets forth that financial institutions must have an adequate stock of high-quality liquid assets (HQLA) free of any restrictions which can be immediately converted into cash in order to cover their liquidity needs during a period of 30 days in case of a stress scenario. Also, financial institutions must carry out their own stress tests to determine the liquidity level that they should maintain in other scenarios, considering a period greater than 30 calendar days. The LCR must be equal to or greater than 1.00 (the stock of high-quality liquid assets must not be lower than the total net cash outlays) in the absence of a financial stress scenario. The LCR may fall below 1.00 in other scenarios.
The BCRA describes how to categorize a stress scenario, taking into account the following: the partial loss of retail deposits; the partial loss of wholesale non-guaranteed funding capacity; the partial loss of guaranteed funding; additional fund outlays due to situations contractually provided for as a consequence of a significant decline in the financial institution’s credit quality; market volatility increases that have an effect on the quality of guarantees or on the potential future exposure of positions in derivatives; the unforeseen use of credit and liquidity facilities compromised and available but not used that the financial institution may have granted to its clients; and/or the need that the financial institution may experience to repurchase debt or to comply with non-contractual obligations so as to mitigate its reputational risk.
The LCR calculation must be made on a permanent and monthly basis.
In order to calculate the LCR, the related assets include, among others, cash in hand, cash in transit, in armored transportation companies and ATMs; deposits with the BCRA, certain national public bonds in pesos or in foreign currency, securities issued or guaranteed by the Banco de Pagos Internacionales, the IMF, the European Central Bank, the European Union or Multilateral Development Banks that comply with certain conditions and debt securities issued by other sovereign entities (or their central banks).
BBVA Argentina’s LCR was 128% as of December 31, 2025, 141% as of December 31, 2024, and 271% as of December 31, 2023.
CAMEL Quality Rating System
Under Law No. 24,144, the Central Bank established the “CAMEL” quality rating system, which is based on weighting consistent and comparable criteria, creditworthiness, compliance with the Financial Institutions Law, its administrative order and the general operating solvency of the entity. Each letter of the CAMEL system corresponds to the following areas of the operations of each bank that is being rated: “C” represents capital, “A” represents assets, “M” represents management, “E” represents earnings and “L” represents liquidity. Each factor is evaluated and rated on a scale from 1 to 5, 1 being the highest rating an institution can receive. By combining the individual factors that are under evaluation, a combined index can be obtained which represents the final rating for the entity. The rating a bank receives from the CAMEL system is used by the Central Bank in making decisions such as determining the levels of minimum capital or the amount of contributions a bank is required to contribute to the insurance guarantee system.
Foreign Currency Position
General Exchange Position
The Central Bank defines the general foreign-exchange position as the sum of the following items:
•gold and foreign currency resources available in the Republic;
•gold and foreign currency resources available abroad;
•foreign public and corporate securities;
•cash or future foreign-exchange purchases pending settlement;
•cash or future public and private security purchases pending settlement;
•cash or future foreign-exchange sales pending settlement;
•cash or future public and private security sales pending settlement; and
•foreign-exchange holdings in the form of deposits and investments at any term in banks from abroad and all kinds of liquid investments abroad.
The general foreign exchange position does not include foreign assets of third parties under custody, purchases and sales of foreign currencies or securities at a term and direct investments abroad.
In addition to the limit described above, all funds from foreign currency deposits and received financial loans granted with funds from foreign currency deposits must be applied mainly to the financing of foreign trade transactions, any deficiencies in the application of foreign currency lending capacity, net of a portion of: (i) cash balances, (ii) cash under custody in other financial institutions, (iii) cash in transit and (iv) cash with armored car transport companies, requires an equivalent increase in the minimum cash requirement. See “Item 4. Information on the Company—F. The Argentine Banking System and Its Regulatory Framework—Lending Capacity Provided by Deposits in Foreign Currency” above.
Through Communication “A” 6244 dated May 19, 2017, the Central Bank provided that financial entities may freely determine the level and use of their general foreign exchange position. Thus, financial entities are enabled to manage their foreign currency positions, both in terms of the composition of their assets, and the possibility of entering and withdrawing their holdings of the Republic, with its consequent impact on reserves.
Global Net Position
The global net position of a financial institution may not exceed the following limits:
•Monthly average negative global net position of foreign currency (liabilities exceeding assets), may not exceed 30% of the RPC of the last immediately preceding month;
•Daily positive global net position of foreign currency (assets exceeding liabilities), may not exceed 5% of the RPC of the last immediately preceding month; and
•An additional daily limit to the positive global net position for cash, which may not exceed 0% of the RPC.
Effective December 1, 2025, the Central Bank introduced amendments to the foreign currency net position framework. Pursuant to these amendments, the daily positive global net position of foreign currency must remain within a range between negative 30% and 0% of the RPC of the preceding month and may not increase on the last business day of the month compared to the prior day’s balance. In addition, the negative global net foreign currency position is monitored on a daily basis.
The global net position in foreign currency will include all assets and liabilities from financial intermediation in foreign currency and securities in foreign currency (deriving from cash and term transactions) including those contracts for derivatives linked to these concepts, those items which must be included in the general foreign exchange position, all deposits in such currency in accounts opened with the Central Bank, as well as the gold position, any Central Bank bills in U.S. dollars as well as foreign currency subordinated debt and foreign currency debt securities. Term transactions made within a framework agreement in the area of self-regulatory markets of the Republic based on liquidation by difference will be also computed, without delivery of the negotiated underlying asset. Furthermore, the pass-through certificates or debt securities issued by financial trusts, as well as the credit rights regarding ordinary trusts, in the pertinent proportion, when their underlying asset is constituted by assets in foreign currency, will also be considered.
Any excess above the limits will be subject to a charge equivalent to three times the Argentine Wholesale Rate (TAMAR).
In addition to the above-mentioned charge, sanctions set forth in Section 41 of the Financial Institutions Law shall apply (including: caution; warning; fine; temporary or permanent disqualification to dispose of a banking current account; temporary or permanent disqualification to act as promoters, founders, directors, administrators, members of surveillance committees, comptrollers, liquidators, managers, auditors, partner or shareholders; and license revocation).
Fixed Assets and Other Items
The Central Bank requires that the fixed assets and other items maintained by financial institutions must not exceed 100% of the entity’s RPC. The BCRA has resolved to increase by 50 percentage points the specified limit to the extent that the immobilization of the assets is originated in the holding of national public securities and/or monetary regulation instruments of the BCRA appropriated as guaranteed by financial institutions in favor of such entity according to the regulations in force for transactions implemented by the ALADI (Asociación Latinoamericana de Integración) reciprocal payments and credits agreement.
Such fixed assets and other items include the following:
•shares of local companies;
•various credits;
•property for own use;
•various other property items;
•debt securities or financial trust participation certificates whose underlying assets are the above-mentioned loans, computed in their respective proportion; and
•financing transactions for related clients.
Excluded from the above items are those assets deductible for calculating the entity’s RPC and assets used as a guarantee for certain transactions mainly related to derivatives, as well as the financing transactions with certain related companies, provided the participation in the company exceeds 50% of the corporate capital and 50% of the votes.
The calculation of such assets must be done according to the balances at the close of each month, net of depreciations, accumulated amortizations and bad debt risk allowances (except the allowance on the portfolio in a normal situation and grants covered by preferred guarantees “A”, which have been computed to determine the complementary net equity of the rules on minimum capital). It is also possible to deduct certain liabilities related to the assets being calculated. In the case of financing transactions with related clients, the calculation is based on the balance at the close of each month or the largest assistance provided to each client during the period in question.
Any excess in this relationship generates an equivalent increase of the minimum capital requirements. Furthermore, any entity incurring noncompliance violations in three consecutive or four non-consecutive months within a period of twelve consecutive months must submit a regularization program.
Lending and Investment Limits
Private sector
Central Bank rules limit the amount of credit, including guarantees, that a financial institution may extend to, and the amount of equity that it may invest in, any entity at any time. These limits are based on the Bank’s allowable capital base, or “ACB” (basic net equity) on the last day of the immediately preceding month.
According to Central Bank rules, a financial institution may not extend credit to a single non-related client and its affiliates, or invest in that client’s equity, in an amount in excess of 15% of the bank’s ACB. However, it may extend additional credit to that client up to 25% of the bank’s ACB if that additional credit is secured with certain senior preferred liquid assets, including public or private debt securities.
Total loans or other extensions of credit that a financial institution may grant to any particular borrower and its affiliates are also limited based on the borrower’s net worth. Total loans or other extensions of credit to any particular borrower and its affiliates may not exceed, in general, 100% of such borrower’s net worth, but such limit may be increased to 200% of the borrower’s net worth if such amount does not exceed 2.5% of the bank’s RPC or 300% in the case of reciprocal guarantee companies and public guarantee funds registered (in both cases) with the pertinent registry authorized at the Central Bank, and provided it does not exceed 10% of relevant entity’s RPC.
The Central Bank requires that extensions of credit in any form in excess of 2.5% of a bank’s ACB must be approved by the relevant branch manager, regional manager, relevant first line administrative officer of the credit area, general manager and credit committee, if any, of the bank, as well as by its board of directors, administration council or similar corporate body.
In addition, an equity investment of a financial institution in another company that does not provide services that are complementary to the services provided by a financial institution may not exceed 12.5% of the shareholders’ equity of such company.
Related Persons
The Central Bank limits the amount a bank can lend to, and the amount of equity it may invest in, a “Related Person”. A Related Person is defined to include:
•any individual or entity controlling a bank, controlled by a bank or affiliated with a bank, as defined by the Central Bank;
•any entity that both controls the bank and has common directors to the extent such directors, voting together, will constitute a simple majority of the boards of directors of the bank and such entity; or
•in certain exceptional cases, any individual or entity that the Central Bank has determined to be in a position to adversely affect the financial condition of the bank.
•“Control” is defined as:
•holding or controlling, directly or indirectly, 25% of the voting stock of the controlled entity;
•having held 50% or more of the voting stock of the controlled entity at the time of the last election of such entity’s board of directors;
•any type of equity holding that creates the ability to vote or direct the vote so as to prevail on any issue considered at the controlled entity’s general shareholders’ meeting or meeting of the board of directors; or
•when a person is determined by the board of directors of the Central Bank to be exercising any influence, directly or indirectly, on the management or policies of the bank.
The Central Bank requires that the total amount of financing that a financial institution may provide to a related company or person may not exceed the following percentages of the bank’s ACB as of the last day of the immediately prior month:
(i)Local financial sector
a.By a controlling relationship
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| Lender entity |
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Borrowing entity |
|
General |
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Additional |
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Tranche I |
|
Tranche II |
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Tranche III |
| CAMEL 1 to 3 |
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CAMEL 1 (*) |
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100% |
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25% earmarked by the financial institution acquiring assistance to finance transactions that comply with certain conditions. |
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25% in the event of financing transactions with guarantee or assignment of credit portfolio where assignor is responsible provided the requirements of Tranche I are met. |
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— |
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CAMEL 2 (*) |
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20% |
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25% earmarked by the financial institution acquiring assistance to finance transactions that comply with certain conditions. |
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25% if the financing transactions involve guarantee or assignment of credit portfolio where assignor is responsible provided the requirements of Tranche I are met. |
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55% for financing transactions for an agreed initial term of up to 180 days. |
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CAMEL 3 (*) |
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10% |
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20% earmarked by the financial institution acquiring assistance to finance transactions that comply with certain conditions. |
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20% if the financing transactions involve guarantee or assignment of credit portfolio where assignor is responsible provided the requirements of Tranche I are met. |
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— |
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Not meet any of the above conditions |
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10% |
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— |
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— |
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— |
_____________
(*)Subject to consolidation with the lender.
b.By a relationship that is not controlling
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|
|
|
|
|
|
|
|
|
|
|
|
| Lender entity |
|
Borrowing entity |
|
Maximum limits |
| CAMEL 1 to 3 |
|
CAMEL 1 to 3 provided that it belongs to the same consolidation group of the lender. |
|
25 |
% |
|
|
|
|
|
|
|
Not meet any of the above conditions |
|
10 |
% |
| CAMEL 4 or 5 |
|
|
|
0 |
% |
(ii)Foreign financial sector
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Lender entity |
|
Borrowing entity |
|
Maximum limits |
| CAMEL 1 to 3 |
|
To each foreign related bank: |
|
|
|
|
• With “Investment Grade” classification |
|
10 |
% |
|
|
• Without “Investment Grade” classification: |
|
|
|
|
Financing without computable warranty |
|
5 |
% |
|
|
Financing with/without computable warranty |
|
10 |
% |
|
|
|
|
|
| CAMEL 4 or 5 |
|
To each foreign related bank subject to consolidation and parent company: |
|
|
|
|
• With “Investment Grade” classification |
|
10 |
% |
|
|
• Without “Investment Grade” classification: |
|
|
|
|
Financing without computable warranty |
|
5 |
% |
|
|
Financing with/without computable warranty |
|
10 |
% |
|
|
|
|
|
|
|
To each foreign related bank not subject to consolidation: |
|
|
|
|
• With “Investment Grade” classification |
|
10 |
% |
|
|
• Without “Investment Grade” classification |
|
5 |
% |
|
|
|
|
|
|
|
To each foreign related bank that does not meet any of the above conditions |
|
0 |
% |
(iii)Local complementary services companies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Lender entity |
|
Borrowing entity |
|
General |
|
Additional |
|
|
|
Tranche I |
|
Tranche II |
|
Tranche III |
| CAMEL 1 |
|
Stock exchange agent or other broker, leasing, factoring or temporary acquisition of participation in companies to sell the holdings afterwards (**) |
|
100 |
% |
|
— |
|
— |
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
Debit/credit card issuers (**) |
|
100 |
% |
|
25% earmarked by the financial institution acquiring assistance to finance transactions that comply with certain conditions. |
|
25% in the event of financing transactions with guarantee or assignment of credit portfolio where assignor is responsible provided the requirements of Tranche I are met. |
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Not meet any of the above conditions |
|
10 |
% |
|
— |
|
— |
|
— |
|
|
|
|
|
|
|
|
|
|
|
| CAMEL 2 |
|
Stock exchange agent or other broker, leasing, factoring or temporary acquisition of participation in companies to sell the holdings afterwards (**) |
|
10 |
% |
|
— |
|
— |
|
90% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Debit/credit card issuers (**) |
|
20 |
% |
|
25% earmarked by the financial institution acquiring assistance to finance transactions that comply with certain conditions. |
|
25% if the financing transactions involve guarantee or assignment of credit portfolio where assignor is responsible provided the requirements of Tranche I are met. |
|
55% for financing transactions for an agreed initial term of up to 180 days. |
|
|
Not meet any of the above conditions |
|
10 |
% |
|
— |
|
— |
|
— |
|
|
|
|
|
|
|
|
|
|
|
| CAMEL 3 |
|
Debit/credit card issuers (**) |
|
10 |
% |
|
20% earmarked by the financial institution acquiring assistance to finance transactions that comply with certain conditions. |
|
20% if the financing transactions involve guarantee or assignment of credit portfolio where assignor is responsible provided the requirements of Tranche I are met. |
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
Not meet any of the above conditions |
|
10 |
% |
|
— |
|
— |
|
— |
|
|
|
|
|
|
|
|
|
|
|
| CAMEL 4 or 5 |
|
Complementary services companies (**) |
|
10 |
% |
|
— |
|
— |
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
Not meet any of the above conditions |
|
0 |
% |
|
— |
|
— |
|
— |
_____________
(**)Subject to consolidation with the lender.
3.Foreign complementary services companies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Lender entity |
|
Borrowing entity |
|
Maximum limits |
| CAMEL 1 to 3 |
|
To each complementary services related companies: |
|
|
|
|
• Financing without computable warranty |
|
5 |
% |
|
|
• Financing with/without computable warranty |
|
10 |
% |
|
|
|
|
|
| CAMEL 4 or 5 |
|
To each complementary services companies subject to consolidation with the lender: |
|
|
|
|
• Financing without computable warranty |
|
5 |
% |
|
|
• Financing with/without computable warranty |
|
10 |
% |
|
|
|
|
|
|
|
To each complementary services related companies that do not meet any of the above conditions |
|
0 |
% |
4.Other clients related by controlling relationship
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Lender entity |
|
Borrowing entity |
|
Maximum limits |
| CAMEL 1 to 3 |
|
To each related borrower: |
|
|
|
|
• Financing without computable warranty |
|
5 |
% |
|
|
• Financing with/without computable warranty |
|
10 |
% |
| CAMEL 4 or 5 |
|
• To each related company (only equity investment) (***) |
|
5 |
% |
|
|
• To each related borrower that does not meet any of the above conditions |
|
0 |
% |
_____________
(***)Admitted activity under Section 3 of the rules on “Complementary services of the financial activity and permitted activities”.
5.By personal relationship
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Lender entity |
|
Borrowing entity |
|
Maximum limits |
| CAMEL 1 a 3 |
|
To each related borrower |
|
5 |
% |
|
|
|
|
|
| CAMEL 4 or 5 |
|
• To each related person to use exclusively for personal or family purposes |
|
30 times the minimum vital and mobile salary (****) |
|
|
|
|
|
|
|
• To each related borrower that does not meet any of the above conditions |
|
0 |
% |
_____________
(****)Established by the National Employment, Productivity and Minimum, Vital and Mobile Salary Council for monthly workers who complete the full legal working day, in effect at the time of granting the loan in question.
The total financing granted to all related clients (subject to maximum individual limits exceeding 10%) may not exceed 20% of the ACB of the entity.
Failure to properly observe these requirements can result in an increase of the minimum capital requirements for credit risk in an amount equal to 100% of the daily excess amounts over the requirements beginning on the month when the excess amounts are not corrected and continuing while the excess amounts remain. In the case of information registered out of term, this increase will be applied beginning on the month when the information is registered and for as long as the default exists. Moreover, once the default has been corrected, the increase will be applied for a number of months equal to the period during which the Central Bank was not informed. For repeated defaults the increase can reach up to 130% of the excess amount.
At December 31, 2025, the aggregate of computable loans, other extensions of credit and equity investments by BBVA Argentina on a consolidated basis to related persons totaled Ps. 121,711 million, or 4.1% of BBVA Argentina’s RPC.
Non-financial Public Sector
The non-financial public sector includes, inter alia:
•the federal government;
•provincial governments;
•the city of Buenos Aires;
•municipal governments;
•central administration, ministries, departments and their decentralized and autonomous entities and other official bodies; and
•trusts and trust funds whose final beneficiary or trustee, as determined by the respective contracts or applicable regulations, belongs to the non-financial public sector, including other trusts or trust funds where such sector is the final destination of the financed works.
In certain circumstances the Central Bank may apply to state-owned companies governed by Law No. 20,705 the provisions applicable to non-financial private sector corporations, provided such state-owned companies:
•do not require resources from the state budget whether national, municipal, provincial or belonging to the Autonomous City of Buenos Aires for such items as transfers, capital contributions (excepting those corresponding to their incorporation) or reimbursable financial assistance to be used for covering expenses and/or investments made in the course of their normal and customary businesses, except those which may have been contemplated in the 2001 and 2002 budgets;
•maintain technical and professional independence of their management for implementing corporate policies;
•trade their goods and/or services at market prices;
•possess fixed assets; the use of which in the activity is not subject to any condition from their shareholders; and
•do not distribute dividends among their shareholders.
Compliance with all the above conditions must have been verified continuously during at least the ten years immediately preceding the date of the granting of financial assistance.
The Central Bank may also apply the provisions applicable to non-financial private sector corporations to state-owned companies that are not governed by Law No. 20,705, provided that such state-owned companies not governed by Law No. 20,705 comply with the following requirements:
•their creation must have been ordered by a national law or decree by the federal executive;
•they must create a limited liability company according to the rules of Chapter II, Sections V and VI of the Argentine Companies Law No. 19,550;
•the public state must hold a majority interest, direct or indirect;
•they must be the purpose of developing activities for oil reserves, its transportation, distribution, commercialization and industrialization or the generation and/or sale of electric energy; and
•they must be subject to internal and external control by the national public sector in terms of the Financial Administration Law and the National Public Sector’s Control System Law No. 24,156.
Consequently, those corporations receiving the treatment set forth in this resolution are exempted from the application of the provisions regarding financial assistance to the owners of entities in the non-financial public sector.
All financing granted to the above entities may not exceed the following limits with respect to the entity’s RPC as at the last day of the preceding month:
•for transactions in the national public sector: 50%, which includes loans granted to governments from other jurisdictions guaranteed by their participation in the federal tax collection system;
•for all transactions granted to each provincial jurisdiction and the City of Buenos Aires (excluding those comprised in the previous paragraph which must be guaranteed by the collection of local taxes or by pledge or implemented under leasing agreements): 25%. This limit includes financing transactions granted to municipal governments in the respective jurisdiction and guaranteed by their participation in the collection of provincial taxes;
•for all transactions with each municipal jurisdiction, which must be guaranteed by the collection of local taxes or by pledge, or implemented under leasing agreements: 3%;
•the limits mentioned above may be increased by 15 percentage points, provided that the increases are applied to a specific purpose;
•total financing granted through the acquisition of public securities issued in pesos by the central administration of the provincial non-financial public sector and / or the CABA, which do not have any of the guarantees provided: 5%;
•for all transactions granted to provincial, CABA and municipal jurisdiction: 25%,
•for all transactions to municipal jurisdictions: 15%; and
•for all transactions referred to in the first three points above: 75%.
The limits mentioned in the two bullets immediately above may be increased by 50 percentage points, provided that the increases are applied to a specific purpose and the available unused quota of the limit mentioned in the last bullet above may be used for transactions in the national and / or provincial public sector – including CABA.
In addition, the monthly average of the daily balances of the set of transactions corresponding to holders of debt of the non-financial public sector (national, provincial, CABA and municipal), with the exception of those carried out with the BCRA, cannot exceed 35% of the total assets on the last day of the previous month.
The following financial assistance will be excluded from compliance with the limits provided above:
•financing covered by cash guarantees, which constitute preferred “A” guarantees;
•financing covered by bonds of fixed-term certificates of deposit issued by the financial institution itself, which constitute preferred “A” guarantees;
•export financing when the transactions are automatically reimbursed by the BCRA, in accordance with regimes of bilateral or multilateral foreign trade agreements;
•financing covered by guarantees of monetary regulation instruments of the Central Bank, which constitute preferred guarantees “A”;
•credits for cash transactions to be liquidated, without prejudice to the calculation of the credits for the liquidation mismatches that occur;
•loans corresponding to claims covered by the National State (Law No. 20,299) in export financing;
•premiums for purchase and sale options taken;
•financing and guarantees, bonds and other responsibilities granted by local branches or subsidiaries of foreign financial entities, on behalf and order of its parent company or its branches in other countries or of the controlling entity, under certain conditions; and
•primary subscriptions of national government securities that shall be paid with funds produced from the collection of financial services of other national government securities, provided that the period between the subscription date and the collection date does not exceed three business days.
Loan Loss Allowances
The loan loss allowances presented in our Consolidated Financial Statements included in this Form 20-F are prepared in accordance with IFRS-IASB (see Note 2.3.4.g) to the Consolidated Financial Statements), which differs from the statutory consolidated annual financial statements and the regulatory framework applicable to us (IFRS-BCRA).
The section below describes the treatment of loan loss allowances pursuant to BCRA-GAAP as they are applicable to the regulatory framework of the Argentine banking system.
Classification System According to Central Bank Regulations
The Central Bank has established specific loan loss allowance requirements for loans to borrowers classified as “Substandard”, “Medium Risk”, “High Risk of Insolvency”, “High Risk”, “Irrecoverable” and “Irrecoverable for Technical Decision”. In addition, the Central Bank established a mandatory general allowance requirement for all performing loans.
A.Debtor classification
The Central Bank establishes guidelines for classifying debtors depending on their credit quality and compliance with their commitments, according to the evaluation performed for that purpose by the financial institution.
1.The guidelines vary depending on whether they relate to commercial loans or consumer or housing loans:
a)Commercial loans: commercial financing of more than Ps. 2,742,160,000 and consumer loans of more than Ps.2,742,160,000 whose repayment is not linked to fixed or periodic income of the client, but to the evolution of its productive or commercial activity.
b)Consumer or housing loans: Personal, family and professional loans for the acquisition of consumer goods, credit card financing, or the purchase, construction or rehabilitation of the creditor’s own home. In addition, commercial loans up to Ps. 2,742,160,000 whose repayment is linked to the relevant client’s fixed or periodic income but to the evolution of his productive or commercial activity.
2.Debtors and all their loans are included in one of five categories or situations of decreasing credit quality:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Commercial Loans |
|
Consumer or Housing Loans |
|
Arrears |
1.Normal |
|
1.Normal (1) |
|
up to 31 days |
2.Low risk (2) |
|
2.Low risk (5) |
|
up to 90 days |
3.Medium risk |
|
3.Medium risk |
|
up to 180 days |
4.High risk (3) |
|
4.High risk |
|
up to 1 year |
5.Irrecoverable (4) |
|
5.Irrecoverable (4) |
|
more than a year |
_____________
(1)Current account overdrafts are considered to be performing until 61 days have elapsed from the date granted.
(2)Commercial loans in category 2 are divided into loans:
•under observation, which include debtors up to 90 days in arrears in situations that, if not controlled or corrected in a timely manner, could compromise their repayment capacity, and
•under negotiation or with refinancing agreements, which include debtors that although unable to pay their obligations under the agreed conditions, have declared their intention of refinancing their debts no later than 60 days after becoming past due. The borrower must enter into an agreement with the lender within 90 days (if up to two lenders are involved) or 180 days (if more than two lenders are involved) after the date on which the obligations become overdue. If no agreement has been reached within the established deadline, the borrower must be reclassified to the next category below according to the indicators established for each level.
(3)This category includes debtors that have filed for creditor protection or an out-of-court preventive measure, or for which payment has been demanded in court. In the case of the consumer portfolio, debtors that have filed for creditor protection or are covered by out-of-court measures can record arrears of up to 540 days.
(4)This category includes mainly insolvent debtors facing bankruptcy or liquidation processes.
(5)The low risk consumer or housing loan portfolio is divided into:
•Customers with more than 31 days’ and up to 90 days’ arrears in payment of principal, interest or otherwise in respect of any of their loans.
•“Special tracking”: For refinancing arrangements granted for the first time within the calendar year, and once the customer has settled the first installment under such refinancing arrangement, it may be reclassified into this category one time only. After such refinancing and for purposes of the classification, only customers’ obligations in arrears should be considered. For subsequent refinancing arrangements, customers will be afforded the general treatment set forth in these provisions.
3.The basic criterion for the evaluation and classification of clients is their repayment capacity of the debt or commitments guaranteed by a financial institution.
a)For the commercial portfolio, evaluation is made on the basis of repayment capacity and debtor cash flows. Indicators used include liquidity, financing structure, compliance with payment of obligations, quality of management and administration, IT systems, prospects for the client’s business sector, its position within the sector, its legal standing and the existence of refinancing or debt discounts.
b)For the consumer and housing loans portfolio, evaluation is based on debt payment compliance and the legal status of the debtor. The evaluation criteria is exclusively objective – the degree of compliance with the obligations, the legal situation of the debtor and the existence of refinancing or debt discounts.
An evaluation of the payment capacity based on the borrower’s income is not mandatory as long as other specific evaluation methods are used or the borrower’s loans are for minimal amounts as determined by the BCRA.
4.When loans are fully collateralized by preferred class A collateral, evaluation of the repayment capacity is not required.
5.Minimum classification frequency. Debtors and loans must be valuated and classified with a minimum frequency depending on the type of clients, as described below.
a)Consumer portfolio clients: monthly.
b)Commercial portfolio clients: annually. However classification should be performed:
•During the course of each quarter for clients whose debts are equivalent to 5% or more of the financial institution’s total capital;
•During the course of each half-year in the case of clients whose debt at some moment has totaled between 1% of the financial institution’s total capital or the equivalent to Ps.2,742,160,000 whichever is lower, and less than 5% of the financial institution’s total capital.
•During the course of the year for the rest of clients who are considered part of the commercial portfolio.
•In addition, the bank should review a debtor’s situation when any of the following circumstances occur:
a)when there are changes to any of the objective classification criteria (arrears or legal situation);
b)when a credit rating agency lowers the rating of securities issued by the client by more than one level;
c)notification of the final determination of the Superintendency of the adjustment of provisions, as a result of inspection tasks; or
d)when there is more than a one-level discrepancy between the classification assigned by the financial institution and at least two other institutions, and certain requirements have been met.
6.Mandatory reclassification of clients. One-level discrepancy is allowed in relation to the information submitted by financial institutions to the credit information database. If there is a greater discrepancy between the rating of the bank and the lower classification awarded by at least two other banks, and total loans from such banks account for 40% or more of the total informed, the bank will be required to reclassify the debtor to at least the level immediately above that registering the highest level of indebtedness with the comparison institutions.
7.Criterion for an improving credit rating. For a debtor to be categorized as “normal”, up to two refinancings must have taken place within the last twelve months and it must be no more than 31 days in arrears since the date of the last refinancing. For all other scenarios, the basic criterion is that the highest penalty must be applied to borrowers who have delays after refinancing, such that:
The borrower must accumulate a greater number of down payments (as shown in table (i) below) or increase his repayment percentage (as shown in table (ii) below) in order to improve his situation. The BCRA regulations provide that those clients whose debts have been refinanced via obligations subject to regular payments (monthly or bi-monthly) may be reclassified at the immediately upper level if they have complied punctually (or with delays not exceeding 31 days) with the payment of the established installments or who have repaid at least a certain specified percentage of their refinanced principal obligations.
Table (i) – Enhanced situation by the payment of installments. Consumer portfolio (*)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Quantity of payments |
| Change of category |
|
from
Irrecoverable |
|
from
High Risk |
|
from
Medium Risk |
|
from
Low Risk |
| Change to High Risk |
|
3 |
|
— |
|
— |
|
— |
| Change to Medium Risk |
|
6 |
|
3 |
|
— |
|
— |
| Change to Low Risk |
|
8 |
|
5 |
|
2 |
|
— |
| Change to Normal |
|
9 |
|
6 |
|
3 |
|
1 |
_____________
(*)The refinancing requires a punctual payment or with delays of not more than 31 days according to the German or French Amortization System. Regularity may be monthly or bimonthly.
Table (ii) – Enhanced situation by cancellation percentage of repayment of outstanding amount. Consumer and commercial portfolios (**)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Percentage of repayment of outstanding amount |
| Change of category |
|
from
Irrecoverable
|
|
from
High Risk
|
|
from
Medium Risk
|
|
from
Low Risk
|
| Change to High Risk |
|
15 |
% |
|
— |
|
|
— |
|
|
— |
|
| Change to Medium Risk |
|
25 |
% |
|
10 |
% |
|
— |
|
|
— |
|
| Change to Low Risk |
|
30 |
% |
|
15 |
% |
|
5 |
% |
|
— |
|
| Change to Normal |
|
35 |
% |
|
20 |
% |
|
10 |
% |
|
5 |
% |
_____________
(**)For amortization systems with periods greater than bimonthly or irregular.
Recoverables are not applied and rebates may not be counted in order to improve the situation (they belong to the debt preceding the signing of the refinancing agreement), so no quantification was made. Up-front payments may be computed as per their equivalent in installments or amortization percentage in order to improve the borrower’s situation.
8.Refinancing. This refers to the criterion for deteriorating situation as a result of non-compliance with refinancing requirements. Arrears are considered to exist in a refinancing scenario if a delay exceeding 31 days from the due date occurs.
a)Tranches of arrears are allocated in any applicable situation according to the table below:
|
|
|
|
|
|
|
|
|
| Situation |
|
Minimum delay time
(in days) |
| Normal |
|
0 |
| Low Risk |
|
92 |
| Medium Risk |
|
151 |
| High Risk |
|
241 |
| Irrecoverable |
|
More than 1 year |
b)Afterwards the refinancing arrears must be taken into account to determine the situation in which the refinanced client must be placed at.
B.Provisioning
1.Loan provisioning must be performed on the basis of the classification assigned to the debtor. No provision is required for loans for up to 30 days granted to other financial institutions (if not past due), for loans granted to the public non-financial sector, or unused balances of current account overdraft agreements.
2.The following minimum provisioning levels are to be applied on total debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debtor Category |
|
With preferred
collateral
“A” (1)
|
|
With preferred
collateral
“B” (2)
|
|
Without
preferred
collateral
|
| 1. Normal |
|
1 |
% |
|
1 |
% |
|
1 |
% |
| 2. a) Under observation and low risk |
|
1 |
% |
|
3 |
% |
|
5 |
% |
| b) Under negotiation or with refinancing agreements |
|
1 |
% |
|
6 |
% |
|
12 |
% |
| c) Special treatment |
|
1 |
% |
|
8 |
% |
|
16 |
% |
| 3. Substandard and medium risk |
|
1 |
% |
|
12 |
% |
|
25 |
% |
| 4. High insolvency risk and high risk |
|
1 |
% |
|
25 |
% |
|
50 |
% |
| 5. Irrecoverable |
|
1 |
% |
|
50 |
% |
|
100 |
% |
_____________
(1)Consists of titles or documents that the creditor can easily liquidate to settle an unpaid debt without following the normal procedure of bankruptcy. They include foreign currencies, certificates of deposit, government securities and other.
(2)Includes mortgages and pledges in the first degree for which it must comply with legal enforcement procedures;
Banks are required to establish provisions equal to 100% of any interest accrued on loans to borrowers classified as “Substandard and Medium Risk” or lower. The Bank chooses to interrupt interest accrual accounting as permitted by the regulation.
By Communication “A” 4683, the BCRA introduced the possibility for debtors of the consumer and consumer-like portfolio to be assigned a percentage above the minimum estimate for a particular category without having to be automatically reclassified to the next category. BBVA Argentina has used this possibility.
3.Procedure for constituting provisions above the minimum ones established by the regulations for a portfolio in a normal situation.
The main criterion is based on the provisions of point 7.1. of the “Debtor Classification Standard” and “Debt Provisions Standard”, more stringent criteria may be adopted on the basis of the objective guidelines mentioned in the first paragraph of the same point, provided this constitutes a generally applied policy which must be duly detailed in the “Debtor Classification and Provision Procedures Manual”, without this affecting the rating that must be allocated to eligible borrowers as provided hereunder, and provided this is duly grounded on objective criteria based on behavioral studies that give support to the higher provisions (be it for the active portfolio as a whole or by type of financing).
4.Allowance percentages used by BBVA Argentina.
The allowance percentages being used by the Bank for the commercial, consumer and consumer-like portfolios approved by the Risk Management Committee following the guidelines of BCRA regulations are the following:
•Percentages of allowance for consumer portfolio and consumer-like portfolio clients:
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| Situation |
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Category |
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Without
Preferred
Guarantees |
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With Preferred
Guarantees B |
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With Preferred
Guarantees A |
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| |
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(in percentages) |
| 1 |
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Normal |
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1 |
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1 |
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1 |
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| 2 |
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Low Risk |
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5 |
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3 |
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1 |
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| 2.b. |
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Special treatment |
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16 |
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8 |
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1 |
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| 3 |
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Medium Risk |
|
100 |
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12 |
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1 |
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| 4 |
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High Risk |
|
100 |
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25 |
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1 |
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| 5 |
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Irrecoverable |
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100 |
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50 |
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1 |
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•Percentages of allowance for commercial portfolio clients:
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| Situation |
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Category |
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Without
Preferred
Guarantees |
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With Preferred
Guarantees B |
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With Preferred
Guarantees A |
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(in percentages) |
| 1 |
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Under Observation |
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1 |
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1 |
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1 |
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| 2.a. |
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Under Observation |
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5 |
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3 |
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1 |
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| 2.b. |
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Under Negotiation |
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12 |
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6 |
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1 |
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| 2.c. |
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Special treatment |
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16 |
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8 |
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1 |
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| 3 |
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Substandard |
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25 |
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12 |
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1 |
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| 4 |
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High Risk |
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50 |
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25 |
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1 |
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| 5 |
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Irrecoverable |
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100 |
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50 |
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1 |
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4.1.Classification/Allowance Manual Adjustment Procedure.
The “Classification/Allowance Manual Adjustment Procedure” will apply in exceptional cases, as authorized by the Wholesale Risk Monitoring Committee, a sub-committee of the Risk Management Committee, defining the classifications and/or percentages of allowances to be manually applied to certain customers. This procedure supplements the one established in our classification manual.
The “Classification/Allowance Manual Adjustment Procedure” for customers within the commercial or consumer-like portfolio is based on:
•Expert analysis criteria warranting changes to the classification/allowance required by the Central Bank;
•Requests for changes to the customer’s situation, based on court decisions; and
•Changes to the customer’s situation pursuant to national and/or provincial laws.
All these aspects will be discussed by the Wholesale Risk Monitoring Committee in order to determine any potential change to a customer’s situation or allowance from time to time.
Once approved by the Wholesale Risk Monitoring Committee, notice is given to Financial & Risk Reporting, which is in charge of administering and monitoring that the allowances and situations determined by the Wholesale Risk Monitoring Committee comply with the regulations on minimum allowances laid down by the Central Bank.
Following review by Financial & Risk Reporting, the list is approved and reported to our Accounting Department at the end of each month, which is responsible for changing the relevant customers’ situation or allowance, based on the information reported in the list of manual adjustments in the Bank’s computing system.
Once the relevant change has been implemented, the Accounting Department is required to report these changes to Financial & Risk Reporting which is to ensure that the changes so made are as requested in the list of manual adjustments. If the change has not been adequately implemented, Financial & Risk Reporting, will cause the pertinent corrections to be made.
5.The Superintendence may require additional provisioning if it determines that the current level is inadequate.
6.Accrual of interest on client debts classified as “under negotiation or with refinancing agreements” when arrears of more than 90 days in the payment of obligations are recorded, and those in the “substandard” or “medium risk”, “high risk”, and “irrecoverable” categories must be provided for at 100% as from the moment they are classified in any of those categories. The financial institution may opt to interrupt interest accrual.
7.Client debt classified as “irrecoverable” and fully provided for must be written off as from the seventh month subsequent to that in which such actions were taken. These loans should be booked in off-balance sheet accounts.
8.Provisioning for the normal portfolio is of a global nature, while for other categories, the allocation of provisions for each debtor is made on an individual basis.
Priority of Deposits
Law No.
24,485, as amended (including through Communication “A” 8407), effective as of April 1, 2026, sets forth that in case of judicial liquidation or bankruptcy of a financial institution, all depositors, irrespective of the type, amount or currency of their deposits, would be senior to the other remaining creditors (such as the shareholders of the bank), with exceptions made for certain labor creditors (Article 53 paragraphs “a” and “b”) and for those creditors backed by a pledge or mortgage, in the following order of priority: (a) deposits of up to Ps.50,000,000 per person (including any amount of said person deposited with a financial institution), or their equivalent in foreign currency, in accordance with the provisions of Communication “A” 7661 of the Central Bank ; (b) any and all deposits higher than Ps.50,000,000, or their equivalent in foreign currency; and (c) the liabilities originated in commercial lines granted to the bank and that directly affect international commerce.
Furthermore, pursuant to article 53 of the Financial Institutions Law, as amended, Central Bank credits will have absolute priority over other credits, except for pledged or mortgaged credits, certain labor credits, the depositors’ credits as per art. 49, paragraph e), points i) and ii), credits granted under Article 17, paragraphs (b), (c) and (f) of the Central Bank’s Charter (including discount granted by financial institutions due to temporary lack of liquidity, advances in favor of financial institutions with security interest, assignment of rights, pledge or special assignment of certain assets) and credits granted by the fund Fondo de Liquidez Bancaria backed by pledge or mortgage.
The Financial Institutions Law as amended, sets forth that if a financial institution is in a situation where the Central Bank may revoke its authorization to operate and become subject to dissolution or liquidation by judicial resolution, the Central Bank’s Board may decide by absolute majority to transfer assets and liabilities of the bank in favor of financial trusts or other financial institutions and the Central Bank may totally or partially exclude the liabilities mentioned in article 49, paragraph e) of the Financial Institutions Law, as well as its credits defined in art. 53, observing the order of priority among its creditors. Regarding the partial exclusion of the liabilities mentioned in article 49, paragraph e) of the Financial Institutions Law, the order of priority set forth therein must be followed, without assigning, in any case, a differentiated treatment to liabilities of the same grade.
Capital Markets
Under the Financial Institutions Law, financial institutions may underwrite and place both equity and debt securities. There are currently no statutory limitations on the size of a financial institution’s underwriting commitments. However, a financial institution’s underwriting commitment would be treated as an extension of credit subject to the limitations discussed under “Item 4. Information on the Company—F. The Argentine Banking System and Its Regulatory Framework—Lending and Investment Limits”.
Commercial banks are authorized to trade public and private debt securities in the Argentine over-the-counter market if they are members of the A3 and authorized to act as over-the-counter brokers. In our capacity as an over-the-counter broker, we are subject to A3 rules and the supervision of the CNV, and accordingly, we must comply with certain reporting requirements.
Since 1990, the Buenos Aires Stock Exchange (BCBA) (now the ByMA) has authorized brokerage firms or houses organized as sole purpose corporations to operate as securities brokers on the ByMA. Commercial banks may freely own a securities brokerage company, as there are no current restrictions on ownership, and most of the principal commercial banks operating in Argentina have already established their own securities brokerage company. An agreement between the ByMA and representatives of the A3 dealers provides that trading in shares and other equity securities will be conducted exclusively on the ByMA and that all debt securities listed on ByMA may also be traded on the A3. Trading in Argentine government securities, which are not covered by the agreement, is conducted mainly on the A3. The agreement does not extend to other Argentine exchanges.
Commercial banks may operate as both managers and custodians of Argentine investment funds; provided, however, that a bank may not act simultaneously as manager and custodian for the same fund.
We have been registered as an over-the-counter broker since 1989. In 1991, we created Francés Valores Sociedad de Bolsa S.A., renamed later as BBVA Francés Valores S.A., by virtue of the name change registered before the IGJ on April 4, 2014 under No. 5,883 Book 68 of Corporations. In the shareholders’ meetings held on April 24, 2019 and May 15 2019, the shareholders of BBVA Francés Valores S.A. resolved to change the company’s corporate name to “BBVA Valores Argentina SA”, and the corresponding name change was registered before the IGJ on February 20, 2020, under No. 3405 Book 99 of Corporations.
On December 28, 2012 Law No. 26,831, the “Capital Markets Law” was enacted, and was supplemented by the CNV by Resolution No. 622/13 dated September 5, 2013. According to section 47 of the such law, all agents acting in the different exchange markets, must receive the prior approval of, and be registered with, the CNV. In 2014, the Bank and BBVA Valores Argentina S.A. completed their registration as settlement and integral compensation agents.
On March 8, 2019, the respective boards of directors of the Bank and BBVA Valores Argentina S.A. approved the merger of the two companies, which was ratified by the respective shareholders’ meetings of the Bank and BBVA Valores Argentina S.A. on April 24, 2019. The merger was registered before the IGJ on August 27, 2021, under No. 13335, Book 104 of Corporations.
Financial Institutions with Economic Difficulties
Under the Financial Institutions Law, if a financial institution:
•evidences a cash reserve deficiency,
•has not satisfied certain technical standards,
•has not maintained minimum net worth standards, or
•is deemed by the Central Bank to have impaired solvency or liquidity;
then such financial institution must submit a regularization plan under such terms and conditions as may be established by the Central Bank within a term that may not exceed thirty days. This notwithstanding, the Central Bank may appoint overseers with veto powers and/or demand the creation of guarantees and restrict or prohibit the distribution of dividends or profits. The lack of submission, the rejection of or any noncompliance with the regularization plan entitle the Central Bank to revoke the authorization to operate as a financial institution and to apply sanctions. If the plan is accepted, the Central Bank may grant a temporary exemption with respect to the observance of the technical regulations and excuse or postpone the payment of fines (if any).
Likewise, and prior to the revocation of the authorization to operate as a financial institution, the Central Bank may authorize the restructuring of the entity for the protection of its depositors, by applying any of the following decisions or a combination thereof in a sequential, gradual or direct manner: reduction, increase and assignment of the corporate capital, exclusion of assets and liabilities and their transfer to other financial institutions, judicial intervention, and responsibility for and transfer of excluded assets or liabilities.
Dissolution and Liquidation of Financial Institutions
As provided in the Financial Institutions Law, the Central Bank must be notified of any decision adopted by a financial institution’s legal or corporate authorities concerning its dissolution. The Central Bank, in turn, must then submit such decision to a competent court, which must determine whether the corporate authorities or an appointed independent liquidator will liquidate the entity. The court’s decision must be based on whether or not there is sufficient assurance that the corporate authorities are capable of carrying out such liquidation properly.
Pursuant to the Financial Institutions Law, the Central Bank no longer acts as liquidator of financial institutions. However, if a restructuring plan has failed or is not deemed feasible, or violations of local laws and regulations have been incurred, or significant changes have occurred in the institution’s condition since the original authorization was granted, then the Central Bank may revoke a bank’s license to operate as a financial institution. In this event, the law allows for judicial or extra-judicial liquidation. During the liquidation process and once the license to operate as a financial institution has been revoked, a court of competent jurisdiction may adjudge the former financial institution in bankruptcy or a petition in bankruptcy may be filed by any creditor of the bank after a period of 60 calendar days has elapsed since the license was revoked.
Money Laundering
The concept of money laundering is generally used to denote transactions intended to introduce criminal proceeds into the institutional system and thus to transform profits from illegal activities into assets of a seemingly legitimate origin. On April 13, 2000, the Argentine Congress passed Law No. 25,246 (as amended, the “Anti-Money Laundering Law”), which defines money laundering as a type of crime. The Anti-Money Laundering Law established severe penalties for anyone participating in any such criminal activity and created the UIF as the agency responsible for the analysis, treatment and transmission of information, with the aim of preventing money laundering resulting from different crimes and the financing of terrorism.
Below is a summary of certain provisions of the anti-money laundering regime set forth by the Anti-Money Laundering Law, as amended and supplemented by other rules and regulations, including regulations issued by the UIF, the Central Bank, the CNV and other regulatory entities. Investors are advised to consult their own legal counsel and to read the Anti-Money Laundering Law and its statutory regulations.
In line with internationally accepted practices, the Anti-Money Laundering Law does not merely assign responsibility for controlling criminal transactions to government agencies, but also assigns certain duties to various private sector entities such as financial institutions, stockbrokers, brokerage houses and insurance companies, which become legally bound reporting parties. These duties basically consist of information-capturing functions.
According to the Anti-Money Laundering Law, the following persons, among others, are subject to report to the UIF: (i) financial institutions and insurance companies; (ii) exchange agencies and individuals or legal entities authorized by the Argentine Central Bank to operate in the purchase and sale of foreign currency in the form of cash or checks drawn in foreign currency or by means of credit or debit cards or in the transfer of funds within Argentina or abroad; (iii) broker-dealers, over-the-counter market agents, and intermediaries engaged in the purchase, lease, or borrowing of securities; (iv) issuers, operators and providers of collection and/or payment services; (v) non-financial credit providers; (vi) virtual asset service providers; (vii) armored transportation services companies and companies or concessionaires rendering postal services that carry out foreign currency transfers or remittance of different types of currency or notes; (viii) governmental organizations, such as the Central Bank, the Argentine Tax Authority, the National Superintendency of Insurance (Superintendencia de Seguros de la Nación), the CNV and the IGJ; (ix) professionals in economics sciences and notaries public; and (x) individuals and legal entities acting as trustees of any kind and individuals or legal entities related directly or indirectly to trust accounts, trustees and trustors under trust agreements.
Individuals and entities subject to the Anti-Money Laundering Law must comply with some duties that include: (i) obtaining documentation from their customers that irrefutably evidences their identity, legal status, domicile, and other data stipulated in each case (know your customer policy); (ii) reporting any suspicious event or transaction (which according to the customary practices of the field involved, as well as to the experience and competence of the parties who have the duty to inform, are those transactions attempted or consummated that, having been previously identified as unusual transactions by the legally bound reporting party, or have no economic or legal justification or are unusually or unjustifiably complex, whether performed on a single occasion or repeatedly (regardless its amount)); and (iii) abstaining from disclosing to customers or third parties any act performed in compliance with the Anti-Money Laundering Law. Within the framework of analysis of a suspicious transaction report, the aforementioned individuals and entities cannot refrain from disclosing to the UIF any information required from it by claiming that such information is subject to bank, stock market or professional secret, or legal or contractual confidentiality agreements. Revenue and Customs Control Agency (Agencia de Recaudación y Control Aduanero, or “ARCA”) shall only disclose to UIF the information in its possession when the suspicious transaction report has been made by such entity and refers to the individuals or entities involved directly with the reported transaction. In all other cases the UIF shall request that the federal judge holding authority in a criminal matter order the ARCA to disclose the information in its possession.
Argentine financial institutions must comply with all applicable anti-money laundering regulations as provided by the Central Bank, the UIF, and, if applicable, the CNV. In this regard, in accordance with Resolution No. 229/2014 of the UIF, both the Central Bank and the CNV are considered “Specific Control Organs”. In such capacity, they must cooperate with the UIF in the evaluation of the compliance with the anti-money laundering proceedings by the legally bound reporting parties subject to their control. In that respect, they are entitled to supervise, monitor and inspect such entities, and if necessary, to implement certain corrective measures and actions. Resolution No. 14/2023 issued by the UIF, as amended (“Resolution No. 14”), is applicable to financial entities subject to the FIL, to entities subject to the Law No. 18,924, as amended, and to individuals and legal entities authorized by the Central Bank to intervene in the purchase and sale of foreign currency through cash or checks issued in foreign currency or through the use of credit or payment cards, or in the transfer of funds within or outside the national territory. Resolution No. 78/2023 of the UIF, as amended (“Resolution No. 78”), is applicable to brokers and brokerage firms, agents of the over-the-counter market, intermediaries in the purchase or leasing of securities affiliated with stock exchange entities with or without associated markets, and intermediary agents registered on forwards or option markets. Resolution No. 14 and Resolution No. 78 regulate, among other things, the obligation to collect documentation from clients and the terms, obligations and restrictions for compliance with the reporting duty regarding suspicious money laundering and terrorism financing transactions.
Resolution No. 14 and Resolution No. 78 establish general and specific guidelines, based on a risk-regarding customer identification approach, due diligence to be applied depending on the level of risk assigned and procedures to detect and report suspicious transactions. They also establish that failure to update client files, due to the absence of collaboration or reluctance on the part of the client to deliver the required updated data or documents, will require the financial institution to conduct a client analysis in order to evaluate the continuity or not of the relationship with such client and, if appropriate, to report such client’s operations as suspicious.
Additionally, as mentioned, each financial institution must appoint a member of the Board of Directors as the person responsible for money laundering prevention, in charge of centralizing any information the Central Bank may require on its own initiative or at the request of any competent authority and reporting any suspicious transactions to the UIF. Notwithstanding the officer’s role as a liaison with the UIF, all board members have personal, joint, several and unlimited responsibility for the entity’s compliance with its reporting duties with the UIF. In addition, this officer will be responsible for the implementation, tracking and control of internal procedures to ensure compliance with the regulations in financial institutions and its subsidiaries.
The CNV Rules include a specific chapter regarding “Prevention of Money Laundering and the Financing of Terrorism” and state that the persons set forth therein (Negotiation Agents, Clearing and Settlement Agents (which are stockbrokers), Distribution and Placement Agents, Brokerage Agents, Collective Depositary Agents, issuers with respect to capital contributions, irrevocable capital contributions for future capital increases or significant loans that have been made in its benefit, specifically with respect to the identity of contributors and/or creditors and the origin and legality of the funds so contributed or loaned) are to be considered legally bound to report under the Anti-Money Laundering Law, and therefore must comply with all the laws and regulations in force in connection with anti-money laundering and terrorism financing, as well the financing of the proliferation of weapons of mass destruction, including resolutions issued by the UIF, presidential decrees referring to resolutions issued by the United Nations Security Council in connection with the fight against terrorism and the resolutions (and its annexes) issued by the Ministry of Foreign Affairs.
Deposit Guarantee Insurance System
The Bank is included in the Deposit Guarantee System established by Law No. 24,485, Regulatory Decrees No. 540/95, No. 1292/96, 1127/98 and No. 30/18 and Communication “A” 5943 issued by the BCRA.
Such law provided for the creation of the company “Seguros de Depósitos S.A.” (“SEDESA”) for purposes of managing the Deposit Guarantee Fund (the “DGF”), whose shareholders, in accordance with the changes introduced by Decree No. 1292/96, shall be the BCRA with one share as a minimum and the trustees of the trust created by the financial institutions in such proportion as may be determined for each by the BCRA according to their contributions to the DGF. This guarantee system does not include:
•transferable certificates of deposit whose ownership has been acquired by way of endorsement;
•the higher of (i) demand deposits for which the interest rate is higher than the benchmark interest rate and deposits and term investments that exceed 1.3 times that rate or (ii) the benchmark interest rate plus five percentage points. They will also be excluded when those interest rate limits are distorted by incentives or additional remuneration;
•deposits made by other financial institutions, including certificates of deposit acquired by secondary trading;
•deposits made by persons directly or indirectly related to the financial institution;
•certificates of deposit of securities, acceptances or guarantees; or
•fixed amounts from deposits and other excluded transactions.
We held a 9.65% equity interest in SEDESA as of December 31, 2025 (BCRA Communication “B” 12,955). Through Communication “B” 13,138 of March 18, 2026, the BCRA updated the Bank’s participation to 11.35%.
Pursuant to Communication “A” 7985, the amount covered by the deposit guarantee system is Ps.25,000,000 per person and per deposit. In the case of transactions in the name of two or more persons, the guarantee will be prorated among the respective holders. The total guarantee amount by persons may not exceed Ps.25,000,000 regardless of the number of accounts and/or deposits.
Through Communication “A” 8407 of March 5, 2026, the BCRA increased the abovementioned amount to Ps.50,000,000, effective from April 1, 2026.
The Central Bank may decide at any time to amend the guarantee system cover amount based on the continued consolidation of the Argentine financial sector or any other indicators.
The Argentine insurance system is financed by monthly contributions from all the financial institutions that operate in Argentina. These contributions are equivalent to 0.015% of average daily balances of demand deposits, time deposits, term investments, salary account of social security and fixed assets of previous concepts.
Furthermore, institutions must make an additional contribution which will depend on the rating assigned by the Central Bank, the excess recorded in the integration of the RPC and the portfolio quality. This additional contribution may not exceed the standard contribution.
SEDESA may issue nominative non-endorsable securities to be offered to depositors as payment of the deposit guarantee whenever it did not have sufficient funds for such purpose. Such securities, whose conditions would be established for general purposes by the Central Bank, must be accepted by the financial institutions in order to constitute deposits.
Credit Cards Law No. 25,065
Law No. 25,065, enacted in 1999, governs different aspects of the credit, purchase and debit card system. This law (i) creates an obligation to sign a contract between the bank and the holder of the credit card before the card is issued, (ii) fixes a maximum limit to financial interest charged on balances, which may not exceed by more than 25% the rate applied to personal loan transactions and (iii) prohibits providing information to financial background databases regarding credit card holders in delinquent payment situations.
Law No. 26,361, enacted in 2008, amended article 50 of Law No. 25,065, empowering the Secretariat of the Domestic Commerce, dependent on the Ministry of Economy and Production, to issue regulatory provisions and to exercise powers of control, survey and ensure compliance with the law. The City of Buenos Aires and the provinces act as local authorities of application, with powers which they may delegate, if applicable, to their dependent bodies or to municipalities. Irrespective of the above, the national authority of application may act concurrently, even if the presumed infringements occur only within the scope of the Autonomous City of Buenos Aires or the provinces.
Since the enforcement of Law No. 25,065, the Central Bank is the relevant authority in matters related to the credit, purchase and debit card system.
Disclosure of Iranian Activities Pursuant to Section 13(r) of the Exchange Act
The Bank discloses the following information pursuant to Section 13(r) of the Exchange Act, which requires an issuer to disclose whether it or any of its affiliates knowingly engaged in certain activities, transactions or dealings relating to Iran or with natural persons or entities designated by the U.S. government under specified executive orders, including activities not prohibited by U.S. law and conducted outside the United States by non-U.S. affiliates in compliance with local law.
To the Bank’s knowledge, neither the Bank nor any of its affiliates have knowingly engaged in any activities, transactions, or dealings during the period covered by this annual report on Form 20-F, that are required to be disclosed under Section 13(r) of the Exchange Act.
ITEM 4A. UNRESOLVED STAFF COMMENTS
None.
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
Economic conditions
2025
During 2025 economic activity measured by GDP grew 4.4% compared to 2024. This growth was mainly driven by the agricultural sector, oil and gas and mining. On the other hand, industrial production and construction underperformed compared to the overall growth of economic activity.
The unemployment rate increased to 7.4% on average in 2025, compared to the 7.1% on average in 2024.
The national CPI increased by 31.5% in 2025, reflecting a significant deceleration of inflation compared to 117.8% in 2024.
The domestic public sector had a primary fiscal surplus of 1.4% of GDP.
2024
During 2024 economic activity measured by GDP fell 1.3% compared to 2023.
The unemployment rate increased to 7.1% on average in 2024, compared to the 6.1% on average in 2023.
The national CPI increased by 117.8% in 2024, reflecting a significant deceleration of inflation compared to 211.4% in 2023.
The domestic public sector had a primary fiscal surplus of 1.8% of GDP.
2023
During 2023 economic activity measured by GDP fell 1.9% compared to 2022 primarily due to the severe drought suffered in recent years, import restrictions, the inflationary acceleration and the two corrections of the exchange rate that took place in August 2023 and December 2023.
The unemployment rate decreased to an average of 6.1% in 2023, from an average of 6.8% in 2022.
The national CPI increased by 211.4% in 2023, reflecting a significant acceleration of inflation compared to 94.8% in 2022, mainly driven by the two corrections of the exchange rate that took place in August 2023 and December 2023.
The domestic public sector had a primary fiscal deficit of 2.7% of GDP.
Effects of Recent Regulatory Changes on BBVA Argentina
Below is a summary of the main rules and regulations enacted in recent years which have had an impact on the Bank.
New Regulatory Scheme of Financial Incentives for MSMEs
By means of Communication “A” 7983, the BCRA has established a scheme of incentives to boost financing targeted to MSMEs, consisting of a reduction in minimum cash requirements if an MSMEs minimum quota is met. As a result, financial institutions benefit from a reduction in minimum cash requirements (reserve requirements) if (i) their average stock of loans to MSMEs equals at least 7.5% of their deposits from the non-financial private sector in pesos and (ii) 30% of such amount is channeled to investment projects with a minimum average term of 24 months. Applicable interest rates may be freely agreed by the parties.
Additionally, financial institutions that finance MSMEs’ investment projects with an average duration that is equal to or greater than 36 months, may reduce their minimum cash requirement by 40% of the aggregate amount used for such financing projects.
Outstanding Credit Card Balances
The Central Bank established a limit for credit card financing (Communication “A” 7181). Effective as of February 2021, the limited rate applies up to Ps.200,000 of the total financed amount (Communication “A” 7198). This maximum annual nominal current rate is 122% (Communication “A” 7862) and is not applicable if the monthly consumption in foreign currency is higher than 200 U.S. dollars.
Pursuant to Communication “A” 8026, since June 2024, limits for credit card financing are no longer in effect.
Minimum Cash Rules
–Minimum Cash Requirement:
The structure of deductions as of the date of this annual report is as follows:
•Participation of loans granted to MSMEs on the total financing to the non-financial private sector in pesos. From July 2024 this deduction is only available to financial institutions that meet the MSMEs minimum quota. On April 1, 2025, the deduction percentage was reduced by half (Communication “A” 8159).
•Financing under the “AHORA 12” Program. Since May 24, 2024, only the residual balance disbursed up to that date may continue to be computed.
•Financing included in the “Credit Line for MSME’s Productive Investment”.
•Special for financial institutions offering the “Universal Free Account” in terms of loans granted to individuals and / or MSMEs not informed in the “Central of debtors of the financial system”, under certain conditions.
The deductions related to the financing included in the “Credit Line for MSME’s Productive Investment” and the “Universal Free Account” are no longer available for financing granted after January 1, 2025 (Communication “A” 8159).
During 2025, the Central Bank introduced several significant amendments to the minimum cash rules, including the following:
•Increases in reserve requirements applicable to demand deposits, money market mutual investment funds, and repurchase and securities lending transactions.
•Adjustments to compliance measurement criteria, shifting from a monthly average calculation to mandatory daily monitoring, which was subsequently replaced by a minimum daily integration requirement of 95%, subsequently reduced to 75%.
•Greater flexibility in reserve integration using government securities, through the expansion of limits and conditions applicable to reserves integrated with government bonds acquired through primary issuance.
•Reintroduction and subsequent elimination of additional requirements, including a temporary increase of 3.5 percentage points introduced in August 2025 and eliminated in December 2025, while a separate additional requirement of 5% of demand deposits, money market mutual investment funds, and repurchase and securities lending transactions remained in effect through. The Central Bank did not extend this measure beyond its original term and accordingly, such additional requirement expired on March 31, 2026.
Minimum Capital - Alignment with Basel III
The Central Bank has issued a series of regulations aimed at converging with the standards established by the Basel III framework. Below are the main amendments made pursuant to such regulations:
•Credit Risk Coverage - Communication “A” 8066, which is effective since October 2024:
New eligible assets and guarantors were incorporated to improve credit risk coverage.
•Standardized Approach to Credit Risk - Communication “A” 8067, which is effective since January 2025:
The changes introduced modify risk weights, adjust exposure classifications, and establish new criteria to enhance credit risk measurement.
• Classification of Exposures:
-Differentiated weights for SMEs (85%), investment-grade companies (65%), and pre-operational infrastructure projects (130%).
-Retail exposures with specific weights based on whether they are transactional normative (45%), non-transactional normative (75%), or non-normative (100%).
•Capital Instruments and Subordinated Debt:
-The risk weight for equity instruments was increased to 250% and for subordinated debt to 150%.
•Review of Defaulted Exposures:
-Criteria for considering an exposure in default was expanded to include certain situations, such as bankruptcy or restructuring with significant debt reduction.
•Off-Balance Sheet Items:
-The credit conversion factor (“CCF”) for unused balances of credit cards and current accounts was increased from 0% to 10%.
-Credit commitments were unified with a CCF of 40%, regardless of their duration.
•Operational Risk - Communication “A” 8068, which is effective since March 2025:
New approaches are defined to measure operational risk based on the size and systemic importance of financial entities:
•Entities classified as Global Systemically Important Banks (“GSIB”) or Domestic Systemically Important Banks (“DSIB”) will adopt the Basel III standardized method, including with respect to:
-Separation of results into components (interest, services, financial results, and monetary results).
-Restatement of items in a homogeneous currency.
•Entities that are not considered to be DSIBs or GSIBs will continue to apply the basic indicator method, incorporating monetary results and restating items in a homogeneous currency.
Profit Distribution
By Communication “A” 7719 dated March 9, 2023, the Central Bank enabled financial entities, with its prior authorization, to distribute dividends for up to 40% of their “distributable profit” in six equal, monthly and consecutive installments from April 1, 2023 to December 31, 2023.
On March 21, 2024 the BCRA issued Communication “A” 7984, effective until December 31, 2024, which established that financial institutions, with its prior authorization, may distribute dividends for up to 60% of their “distributable profit” in six equal, monthly and consecutive installments once authorization is obtained by the BCRA.
Subsequently, on April 30, 2024, the BCRA issued Communication “A” 7997, which further modified the dividend distribution framework, enabling financial entities, with its prior authorization, to distribute dividends for up to 60% of their “distributable profit” in three equal, monthly and consecutive installments. Additionally, non-resident shareholders have the option to receive their dividends in a single cash payment, provided that such funds are directly allocated to the subscription of BOPREAL bonds, in accordance with foreign exchange regulations.
Pursuant to Communication “A” 8214 dated March 13, 2025, up to December 31, 2025, the Central Bank enabled financial entities that obtained its prior authorization, to distribute dividends for up to 60 % of their “distributable profit” in ten equal, monthly and consecutive installments, starting from June 30, 2025 and with each such installment being paid no earlier than the day prior to the last business day of each subsequent month. The installments had to be paid in homogenous currency.
Pursuant to Communication “A” 8410 dated March 19, 2026, up to December 31, 2026, the Central Bank enabled financial entities that obtained its prior authorization, to distribute dividends for up to 60% of their “distributable profit” for the 2025 fiscal year in three equal, monthly and consecutive installments, starting from the third business day of May 2026 and with each such installment being paid no earlier than the third business day of each subsequent month.
As a result of these regulations, our ability to distribute dividends is heavily regulated.
Exchange Market Regulations
By means of Communication “A” 7106 dated September 15, 2020, even though the US$200 limit individuals could buy per month was maintained, effective September 1, 2020 payments for foreign currency-denominated purchases made abroad with credit or debit cards started to be considered within such limit and any excess would be deducted from the subsequent months’ limit. Communication “A” 7106 further stated that individuals who had refinanced outstanding credit card balances (Communication “A” 6949) and/or who had benefitted from frozen installments (Decree No. 319/20) could not access the exchange market, or otherwise engage in transactions or complete sales of securities in the country to be settled in foreign currency or transfer such securities to foreign depositary institutions, until the total payment of the outstanding balances or for as long as the benefit is in place, as the case may be. This communication also established the requirement to submit a refinancing plan to the BCRA for those who recorded scheduled capital maturities between October 15, 2020 and March 31, 2021 based on the following criteria:
•Access to the MULC (“Mercado Único y Libre de Cambio”, in Spanish) in the original term for up to 40% of the expiring capital;
•Rest refinanced with an average life of at least two years; and
•Applicable to amounts greater than US$1 million per month.
This requirement was extended to those who register capital maturities for amounts greater than US$2 million per month between April 1, 2021 and June 30, 2022 through Communications “A” 7230 and “A” 7416. Such term was further extended until December 31, 2023 by Communication “A” 7621.
Since November 26, 2021, purchases of air tickets, hotel accommodation, or any tourist service provided abroad, are forbidden to be paid through local credit card installments.
On July 26, 2022, the Central Bank set up a regime for the sale of soybean which was in effect until August 31, 2022. During such period, producers could acquire foreign currency for up to 30% of the funds obtained from the sale of soybean grains and maintain the remaining 70% into a freely available deposit with variable remuneration dependent on the evolution of the official exchange rate (Communication “A” 7556).
Through Decree No. 576/22 of September 5, 2022, the government established the “Export Increase Program”, which established an exchange rate of Ps.200 for every US$1 for exports of soybean until September 30, 2022.
This program was extended several times, and by means of Decree No. 28/23 effective since December 13, 2023 exporters were allowed to settle 80% of their foreign currency at the official exchange rate, while the remaining 20% had to be channeled through purchase and sale transactions of securities purchased in foreign currency and sold in local currency.
By means of Communication “A” 7917, effective December 13, 2023, the Central Bank established a new scheme to access the Free and Single Foreign Exchange Market (Mercado Único y Libre de Cambio, or “MULC” by its Spanish acronym) for importing goods and services aimed at normalizing the flow of imports which were halted due to the accumulated commercial debt. The Central Bank established different payment terms, depending on the tariff position of the imports of goods and services involved. This measure is aimed at managing foreign currency in the beginning of the year characterized by seasonally low exports.
By means of Communications “A” 8073 and 8074, the BCRA has taken further measures to remove and loosen the restrictions affecting access to the exchange market. The BCRA decided to shorten the term for companies to access the MULC to pay for their imports, decrease the amount that exporters of services are required to settle in the MULC, and allow people who had received state aid during the Covid-19 pandemic or who benefited from subsidies in public utility rates to carry out foreign exchange transactions through securities in foreign currency.
During 2025, the Central Bank implemented several measures to ease foreign exchange controls, as part of a process aimed at the partial dismantling of capital controls, encouraging capital inflows and simplifying foreign trade operations. The main measures implemented by the Central Bank included:
•Facilitating the access to the foreign exchange market for individuals by allowing payments abroad under simplified conditions and eliminating affidavit requirements related to securities transactions.
•The partial reopening of dividend and profit remittances, authorizing payments to non-resident shareholders in respect of fiscal years beginning on or after January 1, 2025.
•Greater flexibility for payments related to imports and services, including the elimination of waiting periods for import payments and the extension of certain benefits to SMEs.
•Elimination of the US$ 36,000 annual cap applicable to service exporters.
•Partial liberalization of repatriation of funds and payments of financial debt to related parties, allowing access to the foreign exchange market without prior regulatory approval, provided that the funding remains in Argentina for at least 180 days.
Other Regulations
•New Monetary Policy
Effective December 6, 2024, the Central Bank reduced the monetary policy rate from 35% to 32%. Subsequently, on January 31, 2025, the BCRA reduced the monetary policy rate from 32% to 29% .
On July 2025, the BCRA eliminated the monetary policy rate, which is typical of an inflation-targeting regime. This decision allowed the BCRA to regain control over the money supply and delegate to the market the determination of the interest rate.
•Deposits and Interest Rates
By means of Communication “A” 7978 dated March 11, 2024 and effective since March 12, 2024, the Central Bank eliminated the minimum interest rate for time deposits.
Critical Accounting Policies
The Consolidated Financial Statements as of December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024 and 2023 were prepared by the Bank’s management in compliance with IFRS-IASB, and by applying the basis of consolidation, accounting policies and measurement bases, described in Note 2 to the Consolidated Financial Statements, so that they present fairly the Bank’s total equity and financial position as of December 31, 2025 and 2024, and its results of operations and consolidated cash flows for the years ended December 31, 2025, 2024 and 2023.
In preparing the Consolidated Financial Statements, estimates were made in order to recognize and measure the assets, liabilities, income, expenses and commitments reported therein. These estimates relate mainly to the following:
•Financial instruments – Impairment.
•Fair value of financial instruments.
•Derivatives and other future transactions.
•Business combinations.
•Income tax.
•Contingent liabilities.
Although these estimates were made on the basis of the best information available as of December 31, 2025 and 2024 respectively, events that take place in the future might make it necessary to revise these estimates (upwards or downwards) in coming years.
Note 2.3 to our Consolidated Financial Statements contains a summary of our significant accounting policies. We consider certain of these policies to be particularly important due to their effect on the financial reporting of our financial condition and results of operations and because they require management to make difficult, complex or subjective judgments, some of which may relate to matters that are inherently uncertain. Our reported financial condition and results of operations are sensitive to accounting methods, assumptions and estimates that underlie the preparation of our Consolidated Financial Statements. The nature of critical accounting policies, the judgments and other uncertainties affecting application of those policies and the sensitivity of reported results to changes in conditions and assumptions are factors to be considered when reviewing our Consolidated Financial Statements and the discussion below.
We have identified the accounting policies enumerated below as critical to the understanding of our financial condition and results of operations, since the application of these policies requires significant management assumptions and estimates that could result in materially different amounts to be reported if the assumptions used or underlying circumstances were to change.
•Financial instruments – Impairment
IFRS 9 became effective as of January 1, 2018 and replaced IAS 39 regarding the classification and measurement of financial assets and liabilities, the impairment of financial assets and hedge accounting. For information regarding the classification and measurement of financial instruments under IFRS 9, see Note 2.3.4 to our Consolidated Financial Statements.
•Fair value of financial instruments
The fair value of an asset or a liability on a given date is taken to be the price that would be received upon the sale of an asset, or paid upon the transfer of a liability in an orderly transaction between market participants at the measurement date. The most objective and common reference for the fair value of an asset or a liability is the price that would be paid for it on an organized, transparent and active market (“quoted price” or “market price”).
If there is no market price for a given asset or liability, its fair value is estimated on the basis of the price established in recent transactions involving similar instruments and, in the absence thereof, by using mathematical measurement models sufficiently tried and trusted by the international financial community. Such estimates would take into consideration the specific features of the asset or liability to be measured and, in particular, the various types of risk associated with the asset or liability. However, the limitations inherent to the measurement models developed and the possible inaccuracies of the assumptions required by these models may signify that the fair value of an asset or liability thus estimated does not coincide exactly with the price for which the asset could be sold or the price that would be paid for the transfer of a liability on the date of its measurement.
•Derivatives and other future transactions
These instruments include outstanding foreign currency purchase and sale transactions, outstanding securities purchase and sale transactions, futures transactions relating to securities, exchange rates or interest rates, forward interest rate agreements, options relating to exchange rates, securities or interest rates and various types of financial swaps.
All derivatives are recognized at fair value from the date of arrangement. If the fair value of a derivative is positive, it is recorded as an asset and if it is negative, it is recorded as a liability. Unless there is evidence to the contrary, it is understood that on the date of arrangement the fair value of the derivatives is equal to the transaction price. Changes in the fair value of derivatives after the date of arrangement are recognized in the heading “Gains (losses) on financial assets and liabilities designated at fair value through profit or loss, net” in the consolidated statement of profit or loss.
Specifically, the fair value of the standard financial derivatives included in the held for trading portfolios is equal to their daily quoted price. If, under exceptional circumstances, their quoted price cannot be established on a given date, these derivatives are measured using methods similar to those used to measure over-the-counter (“OTC”) derivatives.
The fair value of OTC derivatives is equal to the sum of the future cash flows arising from the instruments discounted at the measurement date (“present value” or “theoretical value”). These derivatives are measured using methods recognized by the financial markets, including the net present value method and option price calculation models.
•Business combinations
Business combinations are accounted for using the acquisition method when we take effective control of the acquired company. We recognize in our financial statements the acquired identifiable assets, the assumed liabilities, any non-controlling interest and goodwill according to IFRS 3, if any. The acquisition cost is measured as the aggregate of the transferred consideration, measured at fair value on the acquisition date, and the amount of any non-controlling interest in the acquiree. Goodwill is measured at cost, as excess of the transferred consideration regarding the acquired identifiable assets and net assumed liabilities. If the fair value of the net assets acquired is higher than the consideration paid, we reassess whether we have properly identified all the assets acquired and all the liabilities assumed and review the procedures used to measure the amounts to be recognized at the acquisition date. If the reassessment still results in an excess of the fair value of the net assets acquired in comparison to the consideration paid, then the gain is recognized in the consolidated statement of income.
As described in Note 2.2. of the Consolidated Financial Statements, we completed the acquisition of FCA CF on December 10, 2025 for a purchase consideration of Ps.37,271 million. Such business combination was accounted for using the “acquisition method” set forth in IFRS 3. As a result of the application of such method, we consider that the purchase consideration is lower than the fair value of the assets acquired and liabilities assumed at the acquisition date. We reassessed whether we had properly identified all the assets acquired and all the liabilities assumed and reviewed the procedures used to measure the amounts to be recognized at the acquisition date. After such reassessment there was still an excess of the fair value of the net assets acquired in comparison to the purchase consideration paid. Therefore, we recognized a gain from bargain purchase amounting to Ps.1,037 million in the consolidated statement of income for the year ended December 31, 2025.
•Income tax
In estimating accrued taxes, we assess the relative merits and risks of the appropriate tax treatment considering statutory, judicial and regulatory guidance in the context of the tax position.
Because of the complexity of tax laws and regulations, interpretation can be difficult and subject to legal judgment. It is possible that others, given the same information, may reach different reasonable conclusions regarding the estimated amounts of accrued taxes.
Changes in the estimate of accrued taxes may occur due to changes in tax rates, interpretations of the status of examinations being conducted by various taxing authorities, and newly-enacted statutory and regulatory guidance that affect the relative merits and risks of tax positions. These changes, when they affect accrued taxes, could affect our operating results.
•Contingent liabilities
We are subject to proceedings, lawsuits and other claims related to labor, commercial, civil and other matters. We make determinations of the amount of provisions required, if any, for these contingencies after a careful analysis of each individual issue. The required provisions may change in the future due to new developments in each matter or changes in the settlement strategy.
A.Operating Results
The Consolidated Financial Statements have been prepared in accordance with IFRS-IASB.
Results of Operations for the Fiscal Years Ended December 31, 2025, 2024 and 2023
Overview
The table below shows the Bank’s consolidated statements of profit or loss and comprehensive income for 2025, 2024 and 2023.
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Year ended December 31, |
|
Variation |
| |
2025 |
|
2024 |
|
2023 |
|
2025 vs 2024 |
|
2024 vs 2023 |
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| |
(in thousands of pesos) (1) |
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|
|
| Interest income |
5,296,398,124 |
|
|
6,177,814,220 |
|
|
9,120,817,921 |
|
|
(881,416,096) |
|
|
(14.3 |
%) |
|
(2,943,003,701) |
|
|
(32.3 |
%) |
| Interest expenses |
(2,578,698,783) |
|
|
(2,324,816,251) |
|
|
(4,459,404,994) |
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|
(253,882,532) |
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(10.9 |
%) |
|
2,134,588,743 |
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|
47.9 |
% |
| NET INTEREST INCOME |
2,717,699,341 |
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3,852,997,969 |
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4,661,412,927 |
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|
(1,135,298,628) |
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(29.5 |
%) |
|
(808,414,958) |
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(17.3 |
%) |
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| Fee and commission income |
873,504,172 |
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|
721,987,819 |
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|
728,596,716 |
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|
151,516,353 |
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|
21.0 |
% |
|
(6,608,897) |
|
|
(0.9 |
%) |
| Fee and commission expense |
(364,482,949) |
|
|
(350,254,964) |
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|
(330,541,540) |
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|
(14,227,985) |
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(4.1 |
%) |
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(19,713,424) |
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(6.0 |
%) |
| Gains (Losses) on financial assets and liabilities at fair value through profit or loss, net |
125,391,611 |
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200,864,657 |
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(59,277,667) |
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(75,473,046) |
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(37.6 |
%) |
|
260,142,324 |
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|
438.9 |
% |
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Year ended December 31, |
|
Variation |
| |
2025 |
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2024 |
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2023 |
|
2025 vs 2024 |
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2024 vs 2023 |
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(in thousands of pesos) (1) |
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| Gains (Losses) on derecognition of financial assets not measured at fair value through profit or loss, net |
145,667,587 |
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317,914,205 |
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116,276,972 |
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(172,246,618) |
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(54.2 |
%) |
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201,637,233 |
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173.4 |
% |
| Exchange differences, net |
193,086,874 |
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|
71,873,198 |
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601,886,838 |
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|
121,213,676 |
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168.6 |
% |
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(530,013,640) |
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|
(88.1 |
%) |
| Other operating income |
249,179,345 |
|
|
187,838,081 |
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|
192,640,163 |
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|
61,341,264 |
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|
32.7 |
% |
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(4,802,082) |
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|
(2.5 |
%) |
| Other operating expenses |
(767,996,198) |
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|
(646,127,369) |
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|
(752,265,130) |
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(121,868,829) |
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(18.9 |
%) |
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106,137,761 |
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|
14.1 |
% |
| GROSS INCOME |
3,172,049,783 |
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|
4,357,093,596 |
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5,158,729,279 |
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(1,185,043,813) |
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(27.2 |
%) |
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(801,635,683) |
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(15.5 |
%) |
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| Administrative costs |
(1,252,485,611) |
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(1,420,552,293) |
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(1,425,341,263) |
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168,066,682 |
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11.8 |
% |
|
4,788,970 |
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|
0.3 |
% |
| Personnel benefits |
(603,906,929) |
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(678,255,559) |
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(710,717,613) |
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74,348,630 |
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11.0 |
% |
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32,462,054 |
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|
4.6 |
% |
| Other administrative expenses |
(648,578,682) |
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|
(742,296,734) |
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(714,623,650) |
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|
93,718,052 |
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|
12.6 |
% |
|
(27,673,084) |
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(3.9 |
%) |
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| Depreciation and amortization |
(111,138,349) |
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|
(104,727,608) |
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(82,149,812) |
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(6,410,741) |
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(6.1 |
%) |
|
(22,577,796) |
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(27.5 |
%) |
| Impairment of financial assets |
(729,389,894) |
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|
(382,024,738) |
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(382,719,950) |
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(347,365,156) |
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(90.9 |
%) |
|
695,212 |
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0.2 |
% |
| Gains (Losses) on net monetary position |
(571,171,770) |
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|
(1,869,623,082) |
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(2,374,269,202) |
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1,298,451,312 |
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69.4 |
% |
|
504,646,120 |
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|
21.3 |
% |
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| NET OPERATING INCOME |
507,864,159 |
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|
580,165,875 |
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|
894,249,052 |
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(72,301,716) |
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(12.5 |
%) |
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(314,083,177) |
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(35.1 |
%) |
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| Shared of profit or loss of entities accounted using the equity method |
11,954,310 |
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|
66,766 |
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3,313,332 |
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11,887,544 |
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n.m |
|
(3,246,566) |
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(98.0 |
%) |
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| PROFIT BEFORE TAX |
519,818,469 |
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|
580,232,641 |
|
|
897,562,384 |
|
|
(60,414,172) |
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(10.4 |
%) |
|
(317,329,743) |
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|
(35.4 |
%) |
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|
|
|
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|
|
| Income tax (expense) benefit |
(187,245,787) |
|
|
(100,324,865) |
|
|
(447,083,204) |
|
|
(86,920,922) |
|
|
(86.6 |
%) |
|
346,758,339 |
|
|
77.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| PROFIT FOR THE YEAR |
332,572,682 |
|
|
479,907,776 |
|
|
450,479,180 |
|
|
(147,335,094) |
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|
(30.7 |
%) |
|
29,428,596 |
|
|
6.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Attributable to owners of the Bank |
315,143,929 |
|
|
474,106,223 |
|
|
449,341,296 |
|
|
(158,962,294) |
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|
(33.5 |
%) |
|
24,764,927 |
|
|
5.5 |
% |
| Attributable to non-controlling interest |
17,428,753 |
|
|
5,801,553 |
|
|
1,137,884 |
|
|
11,627,200 |
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|
200.4 |
% |
|
4,663,669 |
|
|
409.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| PROFIT (LOSS) FOR THE YEAR |
332,572,682 |
|
|
479,907,776 |
|
|
450,479,180 |
|
|
(147,335,094) |
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|
(30.7 |
%) |
|
29,428,596 |
|
|
6.5 |
% |
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|
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| Items that are or may be reclassified to profit or loss |
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| Profit or loss for financial instruments at fair value through Other comprehensive income (FVOCI) |
|
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|
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|
| Gains (losses) for the year for financial instruments at FVOCI |
(91,932,589) |
|
|
(486,897,993) |
|
|
939,653,706 |
|
|
394,965,404 |
|
|
81.1 |
% |
|
(1,426,551,699) |
|
|
(151.8 |
%) |
| Adjustment for reclassifications for the year |
(145,667,587) |
|
|
(161,288,552) |
|
|
(99,736,956) |
|
|
15,620,965 |
|
|
9.7 |
% |
|
(61,551,596) |
|
|
(61.7 |
%) |
| Related income tax (expense) benefit |
83,160,063 |
|
|
223,182,909 |
|
|
(243,271,929) |
|
|
(140,022,846) |
|
|
(62.7 |
%) |
|
466,454,838 |
|
|
191.7 |
% |
|
(154,440,113) |
|
|
(425,003,636) |
|
|
596,644,821 |
|
|
270,563,523 |
|
|
63.7 |
% |
|
(1,021,648,457) |
|
|
(171.2 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Items that will not be reclassified to profit or loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Fair value changes for equity instruments at FVOCI |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Gains (losses) for the year for equity instruments at FVOCI |
3,464,708 |
|
|
966,651 |
|
|
4,650,515 |
|
|
2,498,057 |
|
|
258.4 |
% |
|
(3,683,864) |
|
|
(79.2 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,464,708 |
|
|
966,651 |
|
|
4,650,515 |
|
|
2,498,057 |
|
|
258.4 |
% |
|
(3,683,864) |
|
|
(79.2 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Other comprehensive income (expense), net of tax |
(150,975,405) |
|
|
(424,036,985) |
|
|
601,295,336 |
|
|
273,061,580 |
|
|
64.4 |
% |
|
(1,025,332,321) |
|
|
(170.5 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total comprehensive income for the year |
181,597,277 |
|
|
55,870,791 |
|
|
1,051,774,516 |
|
|
125,726,486 |
|
|
225.0 |
% |
|
(995,903,725) |
|
|
(94.7 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| COMPREHENSIVE INCOME (EXPENSE): |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Attributable to owners of the Bank |
164,168,537 |
|
|
52,003,501 |
|
|
1,048,702,258 |
|
|
112,165,036 |
|
|
215.7 |
% |
|
(996,698,757) |
|
|
(95.0 |
%) |
| Attributable to non-controlling interests |
17,428,740 |
|
|
3,867,290 |
|
|
3,072,258 |
|
|
13,561,450 |
|
|
350.7 |
% |
|
795,032 |
|
|
25.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| OTHER: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit for the year attributable to owners of the Bank per ordinary share (2)(3) |
514.34 |
|
|
773.79 |
|
|
733.37 |
|
|
|
|
|
|
|
|
|
Profit for the year attributable to owners of the Bank per ADS (2)(3)(5) |
1,543.02 |
|
|
2,321.37 |
|
|
2,200.11 |
|
|
|
|
|
|
|
|
|
Diluted profit for the year attributable to owners of the Bank per ordinary share (2)(3) |
514.34 |
|
|
773.79 |
|
|
733.37 |
|
|
|
|
|
|
|
|
|
Diluted profit for the year attributable to owners of the Bank per ADS (2)(3)(5) |
1,543.02 |
|
|
2,321.37 |
|
|
2,200.11 |
|
|
|
|
|
|
|
|
|
Declared dividends per ordinary share (2)(3)(4) |
191.9692 |
|
|
1,089.5986 |
|
|
364.1024 |
|
|
|
|
|
|
|
|
|
Declared dividends per ordinary share (in US$)(1) |
0.1413 |
|
|
0.5334 |
|
|
0.1501 |
|
|
|
|
|
|
|
|
|
Declared dividends per ADS (2)(3)(4)(5) |
575.9075 |
|
|
3,268.7959 |
|
|
1,092.3071 |
|
|
|
|
|
|
|
|
|
Declared dividends per ADS (in US$)(1) |
0.4240 |
|
|
1.6002 |
|
|
0.4503 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Year ended December 31, |
|
Variation |
| |
2025 |
|
2024 |
|
2023 |
|
2025 vs 2024 |
|
2024 vs 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
(in thousands of pesos) (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net operating income per ordinary share (2)(3) |
828.88 |
|
|
946.88 |
|
|
1,459.50 |
|
|
|
|
|
|
|
|
|
Net operating income per ADS (2)(3)(5) |
2,486.64 |
|
|
2,840.64 |
|
|
4,378.50 |
|
|
|
|
|
|
|
|
|
Average ordinary shares outstanding (000s) (3) |
612,710 |
|
|
612,710 |
|
|
612,710 |
|
|
|
|
|
|
|
|
|
_____________
(1)Except percentages, declared dividends per ordinary share (in US$), declared dividends per ADS (in US$), net operating income per ordinary share and net operating income per ADS data and financial ratios. Amounts in US$ were translated at the applicable exchange rate as of December 31 of each respective year.
(2)Based on the average number of ordinary shares outstanding during the year.
(3)The average number of ordinary shares outstanding during a year was computed as the average number of shares outstanding during the twelve months taking into account the outstanding amounts as of the end of each month.
(4)For the fiscal year ended December 31, 2024, the dividends in kind and cash declared at the ordinary and extraordinary shareholders’ meeting held on April 23, 2025 were Ps.89,413 million (nominal value) and in turn authorization was requested from the Central Bank to distribute Ps.89,413 million (nominal value).
For the fiscal year ended December 31, 2023, the dividends in kind and cash declared at the ordinary and extraordinary shareholders’ meeting held on April 26, 2024 were Ps.264,227 million (nominal value) and in turn authorization was requested from the Central Bank to distribute Ps.264,227 million (nominal value).
By Communication “A” 7719 dated March 9, 2023, the Central Bank enabled financial entities, with its prior authorization, to distribute dividends for up to 40% of their “distributable profit” in six equal, monthly and consecutive installments from April 1, 2023 to December 31, 2023. On March 21, 2024 the BCRA issued Communication “A” 7984, effective until December 31, 2024, which established that financial institutions, with its prior authorization, may distribute dividends for up to 60% of their “distributable profit” in six equal, monthly and consecutive installments once authorization is obtained by the BCRA. Subsequently, on April 30, 2024, the BCRA issued Communication “A” 7997, which further modified the dividend distribution framework, enabling financial entities, with its prior authorization, to distribute dividends for up to 60% of their “distributable profit” in three equal, monthly and consecutive installments. Additionally, non-resident shareholders have the option to receive their dividends in a single cash payment, provided that such funds are directly allocated to the subscription of Bonds for the reconstruction of a free Argentina (BOPREAL bonds), in accordance with foreign exchange regulations.
Pursuant to Communication “A” 8214 dated March 13, 2025, up to December 31, 2025, the Central Bank enabled financial entities that obtained its prior authorization, to distribute dividends for up to 60 % of their “distributable profit” in ten equal, monthly and consecutive installments, starting from June 30, 2025 and with each such installment being paid no earlier than the day prior to the last business day of each subsequent month. The installments had to be paid in homogenous currency. Pursuant to Communication “A” 8410 dated March 19, 2026, up to December 31, 2026, the Central Bank enabled financial entities that obtained its prior authorization, to distribute dividends for up to 60% of their “distributable profit” for the 2025 fiscal year in three equal, monthly and consecutive installments, starting from the third business day of May 2026 and with each such installment being paid no earlier than the third business day of each subsequent month.
(5)Each ADS represents three ordinary shares.
The changes in our consolidated statement of profit or loss for 2025, 2024 and 2023 were as follows:
Interest income
The components of our interest income are reflected in the following table.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Year ended December 31, |
|
Variation |
| |
2025 |
|
2024 |
|
2023 |
|
2025 vs 2024 |
|
2024 vs 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
(in thousands of pesos, except percentages) |
| Interest from commercial papers and notes |
936,559,886 |
|
|
762,890,456 |
|
|
952,693,896 |
|
|
173,669,430 |
|
|
22.8 |
% |
|
(189,803,440) |
|
|
(19.9 |
%) |
| Interest from government securities |
813,984,609 |
|
|
835,435,997 |
|
|
3,290,206,169 |
|
|
(21,451,388) |
|
|
(2.6 |
%) |
|
(2,454,770,172) |
|
|
(74.6 |
%) |
| Interest from credit card loans |
784,477,707 |
|
|
568,139,062 |
|
|
803,661,172 |
|
|
216,338,645 |
|
|
38.1 |
% |
|
(235,522,110) |
|
|
(29.3 |
%) |
| Interest from consumer loans |
757,233,199 |
|
|
401,920,077 |
|
|
373,169,446 |
|
|
355,313,122 |
|
|
88.4 |
% |
|
28,750,631 |
|
|
7.7 |
% |
| Interest from other loans |
545,679,227 |
|
|
325,990,376 |
|
|
486,600,151 |
|
|
219,688,851 |
|
|
67.4 |
% |
|
(160,609,775) |
|
|
(33.0) |
% |
| Interest from overdrafts |
459,785,211 |
|
|
398,613,271 |
|
|
504,122,894 |
|
|
61,171,940 |
|
|
15.3 |
% |
|
(105,509,623) |
|
|
(20.9) |
% |
| CER clause adjustment (1) |
377,730,451 |
|
|
1,301,945,014 |
|
|
1,085,457,592 |
|
|
(924,214,563) |
|
|
(71.0 |
%) |
|
216,487,422 |
|
|
19.9 |
% |
| UVA clause adjustment (2) |
180,275,695 |
|
|
290,768,978 |
|
|
319,910,898 |
|
|
(110,493,283) |
|
|
(38.0 |
%) |
|
(29,141,920) |
|
|
(9.1) |
% |
| Interest from pledge loans |
147,917,688 |
|
|
81,996,072 |
|
|
105,405,119 |
|
|
65,921,616 |
|
|
80.4 |
% |
|
(23,409,047) |
|
|
(22.2 |
%) |
| Interest from loans for the prefinancing and financing of exports |
115,867,339 |
|
|
21,916,652 |
|
|
6,888,212 |
|
|
93,950,687 |
|
|
428.7 |
% |
|
15,028,440 |
|
|
218.2 |
% |
| Interest on loans to the financial institutions |
72,744,244 |
|
|
22,095,661 |
|
|
18,348,721 |
|
|
50,648,583 |
|
|
229.2 |
% |
|
3,746,940 |
|
|
20.4 |
% |
| Interest from mortgage loans |
36,002,504 |
|
|
20,174,400 |
|
|
18,510,280 |
|
|
15,828,104 |
|
|
78.5 |
% |
|
1,664,120 |
|
|
9.0 |
% |
| Interest from financial leases |
16,891,440 |
|
|
17,042,378 |
|
|
27,087,723 |
|
|
(150,938) |
|
|
(0.9 |
%) |
|
(10,045,345) |
|
|
(37.1 |
%) |
| Interest from private securities |
4,425,625 |
|
|
5,733,351 |
|
|
9,921,173 |
|
|
(1,307,726) |
|
|
(22.8) |
% |
|
(4,187,822) |
|
|
(42.2) |
% |
| Premium for reverse repurchase agreements |
293,225 |
|
|
1,112,693,899 |
|
|
1,112,100,220 |
|
|
(1,112,400,674) |
|
|
(100.0 |
%) |
|
593,679 |
|
|
0.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Other financial interest income |
46,530,074 |
|
|
10,458,576 |
|
|
6,734,255 |
|
|
36,071,498 |
|
|
344.9 |
% |
|
3,724,321 |
|
|
55.3 |
% |
|
5,296,398,124 |
|
|
6,177,814,220 |
|
|
9,120,817,921 |
|
|
(881,416,096) |
|
|
(14.3 |
%) |
|
(2,943,003,701) |
|
|
(32.3 |
%) |
(1)The Reference Stabilization Coefficient (CER) is an index that reflects the variation in inflation in Argentina and is calculated based on the daily variations in the CPI as determined by the INDEC.
(2)The UVA (Purchasing Value Unit) is an index determined by the Central Bank, reflecting the variation of one one-thousandth of the average value of a square meter built for housing in Argentina (such that 1,000 UVAs are equivalent to one square meter). This value was initially set at Ps.14.05 and is updated daily based on the variation in the CER since March 31, 2016.
The following table details the results of financial assets adjusted for CER and UVA, respectively:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, |
|
2025 |
|
2024 |
|
2023 |
|
(in thousands of pesos) |
| Government securities |
(377,730,451) |
|
|
(1,301,945,014) |
|
|
(1,085,457,592) |
|
|
|
|
|
|
|
|
(377,730,451) |
|
|
(1,301,945,014) |
|
|
(1,085,457,592) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, |
|
2025 |
|
2024 |
|
2023 |
|
(in thousands of pesos) |
| Mortgage loans |
(151,999,416) |
|
|
(270,795,180) |
|
|
(278,668,959) |
|
| Pledge loans |
(21,987,232) |
|
|
(5,488,060) |
|
|
(2,743,743) |
|
| Financial institutions |
(216,939) |
|
|
(376,247) |
|
|
(811,064) |
|
| Other loans |
(6,072,109) |
|
|
(14,109,490) |
|
|
(37,687,133) |
|
|
|
|
|
|
|
|
(180,275,695) |
|
|
(290,768,978) |
|
|
(319,910,898) |
|
See “Item 3. Key Information—D. Risk Factors—Risks Relating to the Argentine Financial System and to BBVA Argentina—Mismatch between UVA loans and UVA deposits could adversely affect our profitability”.
The Bank’s interest income decreased significantly in 2025 compared to 2024 primarily due to a significant decrease in interest from premium for reverse repurchase agreements mainly due to lower interest rates and reduced volumes of short-term liquidity placements and a decrease in interest from the CER clause adjustment mainly due to lower inflation levels, which reduced income generated from inflation-indexed securities and other financial instruments linked to inflation, which were partially offset by an increase in interest from consumer loans, mainly due to the growth of the Bank’s consumer loan portfolio and an increase in interest from other loans due to the expansion of corporate lending activities, including syndicated loans and bilateral financing transactions.
The Bank’s interest income decreased significantly in 2024 compared to 2023 primarily due to a significant decrease in interest from government securities mainly due to the decrease in the monetary policy rate, combined with the cancellation of BCRA liquidity bills (LELIQ) in December 2023 and a decrease in interest from credit card loans mainly due to the fall in average interest rates and increased competition, which was partially offset by an increase in interest from the CER clause adjustment, mainly due to increased interest income from securities linked to this index, and to a significantly lesser extent, an increase in interest from consumer loans due to the growth of the Bank’s consumer loan portfolio.
The variation in the interest component of interest income for the year ended December 31, 2025 resulted from a decrease in the average real rates of interest-earning assets partially offset by an increase in the average volume of interest-earning assets.
The variation in the interest component of interest income for the year ended December 31, 2024 resulted both from a decrease in the average real rates of interest-earning assets and a decrease in the average volume of interest-earning assets.
The following table sets forth the changes in the interest component of interest and other income due to increases or decreases in the volume of interest-earning assets and increases or decreases in the average real rates of interest-earning assets.
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2025
vs.
December 31, 2024
Increase (Decrease) |
|
December 31, 2024
vs.
December 31, 2023
Increase (Decrease) |
|
|
|
|
| Change in interest income due to change in: |
(in thousands of pesos) |
| the volume of interest-earning assets |
1,509,346,945 |
|
|
(1,464,605,727) |
|
| average real rates of interest-earning assets |
(2,390,763,041) |
|
|
(1,478,397,974) |
|
| Net Change |
(881,416,096) |
|
|
(2,943,003,701) |
|
Interest expenses
The components of our interest expenses are reflected in the following table.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Year ended December 31, |
|
Variation |
| |
2025 |
|
2024 |
|
2023 |
|
2025 vs 2024 |
|
2024 vs 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
(in thousands of pesos, except percentages) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Interest from time deposits |
1,908,545,742 |
|
|
1,393,518,433 |
|
|
3,333,345,256 |
|
|
515,027,309 |
|
|
37.0 |
% |
|
(1,939,826,823) |
|
|
(58.2 |
%) |
| Interest from current accounts deposits |
345,796,839 |
|
|
625,752,727 |
|
|
892,453,109 |
|
|
(279,955,888) |
|
|
(44.7 |
%) |
|
(266,700,382) |
|
|
(29.9 |
%) |
| Interest from other financial liabilities |
139,874,624 |
|
|
28,621,067 |
|
|
13,257,467 |
|
|
111,253,557 |
|
|
388.7 |
% |
|
15,363,600 |
|
|
115.9 |
% |
| Interest from bank loans |
120,259,285 |
|
|
55,224,623 |
|
|
72,491,430 |
|
|
65,034,662 |
|
|
117.8 |
% |
|
(17,266,807) |
|
|
(23.8) |
% |
| Premium for reverse repurchase agreements |
26,679,410 |
|
|
1,066,557 |
|
|
71,578 |
|
|
25,612,853 |
|
|
n.m |
|
994,979 |
|
|
n.m |
| UVA clause adjustment (1) |
14,186,559 |
|
|
175,464,814 |
|
|
122,418,032 |
|
|
(161,278,255) |
|
|
(91.9) |
% |
|
53,046,782 |
|
|
43.3 |
% |
| Borrowing surety bond transactions |
10,268,952 |
|
|
15,654,376 |
|
|
— |
|
|
(5,385,424) |
|
|
(34.4) |
% |
|
15,654,376 |
|
|
N/A |
| Interest from savings accounts deposits |
8,077,793 |
|
|
24,119,382 |
|
|
20,500,688 |
|
|
(16,041,589) |
|
|
(66.5 |
%) |
|
3,618,694 |
|
|
17.7 |
% |
| Interest on the lease liability |
5,009,579 |
|
|
5,394,272 |
|
|
4,867,434 |
|
|
(384,693) |
|
|
(7.1) |
% |
|
526,838 |
|
|
10.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,578,698,783 |
|
|
2,324,816,251 |
|
|
4,459,404,994 |
|
|
253,882,532 |
|
|
10.9 |
% |
|
(2,134,588,743) |
|
|
(47.9 |
%) |
(1)The UVA is an index determined by the Central Bank, reflecting the variation of one one-thousandth of the average value of a square meter built for housing in Argentina (such that 1,000 UVAs are equivalent to one square meter). This value was initially set at Ps.14.05 and is updated daily based on the variation in the CER since March 31, 2016.
The following table details the results of financial liabilities adjusted for UVA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, |
|
2025 |
|
2024 |
|
2023 |
|
(in thousands of pesos) |
| Time deposits |
14,186,559 |
|
|
175,464,813 |
|
|
122,418,031 |
|
|
|
|
|
|
|
|
14,186,559 |
|
|
175,464,813 |
|
|
122,418,031 |
|
See “Item 3. Key Information—D. Risk Factors—Risks Relating to the Argentine Financial System and to BBVA Argentina—Mismatch between UVA loans and UVA deposits could adversely affect our profitability”.
The Bank’s interest expenses increased in 2025 compared to 2024 primarily due to an increase in interest expenses from time deposits, mainly due to higher fixed-term deposit rates offered during the year to retain peso-denominated deposits within the financial system and discourage dollarization, and an increase in interest expenses from other financial liabilities due to interest accrued on corporate bonds issued by the Bank, which were partially offset by a decrease in interest expenses from current accounts deposits due to lower interest paid on mutual fund related transactions and in interest expenses from the UVA clause adjustment, primarily as a result of lower inflation levels during the year, which reduced adjustments on inflation-indexed liabilities.
The Bank’s interest expenses decreased significantly in 2024 compared to 2023 primarily due to a decrease in interest expenses from time deposits, mainly due to the deregulation of the time deposit rate at the end of March 2024, and a decrease in interest expenses from current accounts deposits due to a decrease in interest paid on mutual fund transactions, which were partially offset by an increase in interest expenses from UVA clause adjustment due to the early cancellation of related time deposits and interest expenses from new operations related to borrowing surety bond transactions.
The variation in the interest component of interest expenses for the year ended December 31, 2025 resulted primarily from an increase in the volume of interest-bearing liabilities partially offset by a decrease in the average real rates of interest-bearing liabilities.
The variation in the interest component of interest expenses for the year ended December 31, 2024 resulted mostly from a decrease in the average real rates of interest-bearing liabilities and, to a significantly lesser extent, a decrease in the volume of interest-bearing liabilities.
The following table sets forth the changes in the interest component of interest expenses due to increases or decreases in the volume of interest-bearing liabilities and increases or decreases in the average nominal rates of interest-bearing liabilities.
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2025
vs.
December 31, 2024
Increase (Decrease) |
|
December 31, 2024
vs.
December 31, 2023
Increase (Decrease) |
|
|
|
|
| Change in interest expenses due to change in: |
(in thousands of pesos) |
| the volume of interest-bearing liabilities |
1,169,450,408 |
|
|
(655,507,590) |
|
| average real rates of interest-bearing liabilities |
(915,567,876) |
|
|
(1,479,081,153) |
|
| Net Change |
253,882,532 |
|
|
(2,134,588,743) |
|
Net interest income
The following table sets forth the changes in the components of our net interest income for the periods discussed herein:
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2025
vs.
December 31, 2024
Increase (Decrease) |
|
December 31, 2024
vs.
December 31, 2023
Increase (Decrease) |
|
|
|
|
| Net interest income due to changes in: |
(in thousands of pesos) |
| the volume of interest-earning assets and interest-bearing liabilities |
339,896,537 |
|
|
(809,098,137) |
|
| average real rates of interest-earning assets and interest-bearing liabilities |
(1,475,195,165) |
|
|
683,179 |
|
| Net Change |
(1,135,298,628) |
|
|
(808,414,958) |
|
The changes in net interest income are due to the changes in interest income and interest expense as explained above.
See “Item 4. Information on the Company—E. Selected Statistical Information—Average Balance Sheets, Interest Earned on Interest-Earning Assets and Interest Paid on Interest-Bearing Liabilities” and “Item 4. Information on the Company—E. Selected Statistical Information—Interest-Earning Assets: Net Interest Margin and Spread”.
Fee and commission income
The following table provides a breakdown of our fee and commission income by category.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Year ended December 31, |
|
Variation |
| |
2025 |
|
2024 |
|
2023 |
|
2025 vs 2024 |
|
2024 vs 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
(in thousands of pesos, except percentages) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Linked to credit cards |
463,057,688 |
|
|
352,594,809 |
|
|
334,058,009 |
|
|
110,462,879 |
|
|
31.3 |
% |
|
18,536,800 |
|
|
5.5 |
% |
| Linked to deposits and other |
233,022,865 |
|
|
203,535,200 |
|
|
241,575,652 |
|
|
29,487,665 |
|
|
14.5 |
% |
|
(38,040,452) |
|
|
(15.7 |
%) |
| Linked to loans and other |
89,122,870 |
|
|
78,575,023 |
|
|
73,679,635 |
|
|
10,547,847 |
|
|
13.4 |
% |
|
4,895,388 |
|
|
6.6 |
% |
| From foreign currency transactions |
32,549,075 |
|
|
34,152,439 |
|
|
31,038,074 |
|
|
(1,603,364) |
|
|
(4.7 |
%) |
|
3,114,365 |
|
|
10.0 |
% |
| Insurance agent fees |
31,443,824 |
|
|
26,019,023 |
|
|
27,601,275 |
|
|
5,424,801 |
|
|
20.8 |
% |
|
(1,582,252) |
|
|
(5.7) |
% |
| Linked to securities |
21,532,541 |
|
|
25,421,570 |
|
|
19,174,761 |
|
|
(3,889,029) |
|
|
(15.3 |
%) |
|
6,246,809 |
|
|
32.6 |
% |
| Fees linked to loan commitments |
2,425,110 |
|
|
1,106,426 |
|
|
1,167,201 |
|
|
1,318,684 |
|
|
119.2 |
% |
|
(60,775) |
|
|
(5.2) |
% |
| From guarantees granted |
350,199 |
|
|
583,329 |
|
|
302,109 |
|
|
(233,130) |
|
|
(40.0) |
% |
|
281,220 |
|
|
93.1 |
% |
|
873,504,172 |
|
|
721,987,819 |
|
|
728,596,716 |
|
|
151,516,353 |
|
|
21.0 |
% |
|
(6,608,897) |
|
|
(0.9 |
%) |
The Bank’s fee and commission income increased in 2025 compared to 2024 primarily due to an increase in fee and commission income linked to credit cards, as a result of increased commission prices and a higher volume of credit card transactions, and an increase in fee and commission income linked to deposits and other, particularly related to savings accounts, which were partially offset by a decrease in fee and commissions linked to securities due to lower volumes and commissions from purchase and sale of securities and shares and a decrease in fee and commission income from foreign currency transactions, mainly due to a lower volume of operations associated with letters of credit.
The Bank’s fee and commission income decreased in 2024 compared to 2023 primarily due to a decrease in fee and commission income linked to deposits and other, particularly related to savings accounts, which was partially offset by an increase in fee and commissions linked to credit cards, mainly due to higher commission prices and a higher volume of credit card transactions, and an increase in fee and commission income linked to securities due to higher commissions for purchase and sale of securities and shares.
Fee and commission expense
The table below shows a breakdown of our fee and commission expense by category.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Year ended December 31, |
|
Variation |
| |
2025 |
|
2024 |
|
2023 |
|
2025 vs 2024 |
|
2024 vs 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
(in thousands of pesos, except percentages) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| For credit and debit cards |
199,282,212 |
|
|
175,131,305 |
|
|
188,721,046 |
|
|
24,150,907 |
|
|
13.8 |
% |
|
(13,589,741) |
|
|
(7.2) |
% |
| For foreign trade transactions |
83,104,463 |
|
|
81,365,404 |
|
|
53,017,161 |
|
|
1,739,059 |
|
|
2.1 |
% |
|
28,348,243 |
|
|
53.5 |
% |
| For payment of wages |
29,166,195 |
|
|
32,622,130 |
|
|
32,592,700 |
|
|
(3,455,935) |
|
|
(10.6 |
%) |
|
29,430 |
|
|
0.1 |
% |
| For new channels |
18,180,048 |
|
|
24,872,539 |
|
|
17,303,981 |
|
|
(6,692,491) |
|
|
(26.9 |
%) |
|
7,568,558 |
|
|
43.7 |
% |
| For data processing |
11,495,555 |
|
|
15,446,484 |
|
|
12,548,826 |
|
|
(3,950,929) |
|
|
(25.6 |
%) |
|
2,897,658 |
|
|
23.1 |
% |
| For advertising campaigns |
1,889,796 |
|
|
867,973 |
|
|
2,903,904 |
|
|
1,021,823 |
|
|
117.7 |
% |
|
(2,035,931) |
|
|
(70.1) |
% |
| Linked to transactions with securities |
931,041 |
|
|
169,823 |
|
|
193,133 |
|
|
761,218 |
|
|
448.2 |
% |
|
(23,310) |
|
|
(12.1) |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Other commission expenses |
20,433,639 |
|
|
19,779,306 |
|
|
23,260,789 |
|
|
654,333 |
|
|
3.3 |
% |
|
(3,481,483) |
|
|
(15.0 |
%) |
|
364,482,949 |
|
|
350,254,964 |
|
|
330,541,540 |
|
|
14,227,985 |
|
|
4.1 |
% |
|
19,713,424 |
|
|
6.0 |
% |
The Bank’s fee and commission expense increased in 2025 compared to 2024 primarily due to higher fee and commission expenses for credit and debit cards, driven by increased cashback and promotions, as well as higher Visa processing charges associated with a higher volume of credit card transactions, and an increase in fee and commission expenses for foreign trade transactions, mainly as a result of higher fees paid to foreign banks, account maintenance charges and foreign exchange brokerage fees. These increases were partially offset by a decrease in fee and commission expense for new channels and data processing due to lower activity levels with commercial partners, which resulted in lower commissions paid.
The Bank’s fee and commission expense increased in 2024 compared to 2023 primarily due to an increase in fee and commissions expenses for foreign trade transactions, as a result of higher processing expenses and Visa royalties in foreign currency, and an increase in fee and commission expenses for new channels, which was partially offset by a decrease in fee and commission expense for other commission expenses, primarily related to refunds to customers related to MODO promotions.
Gains/(Losses) on financial assets and liabilities at fair value through profit or loss, net
The table below shows a breakdown of our gain (loss) on financial assets and liabilities at fair value through profit or loss, net by category:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Year ended December 31, |
|
Variation |
| |
2025 |
|
2024 |
|
2023 |
|
2025 vs 2024 |
|
2024 vs 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
(in thousands of pesos, except percentages) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Gain (Loss) from government securities |
121,633,115 |
|
|
203,511,150 |
|
|
(149,667,823) |
|
|
(81,878,035) |
|
|
(40.2 |
%) |
|
353,178,973 |
|
|
236.0 |
% |
| Gain (Loss) from private securities |
18,049,293 |
|
|
14,492,706 |
|
|
21,042,736 |
|
|
3,556,587 |
|
|
24.5 |
% |
|
(6,550,030) |
|
|
(31.1 |
%) |
| Gain (Loss) from corporate bonds |
4,265 |
|
|
1,989,908 |
|
|
3,935,954 |
|
|
(1,985,643) |
|
|
(99.8 |
%) |
|
(1,946,046) |
|
|
(49.4 |
%) |
| Gain (Loss) from put options |
— |
|
|
(902,112) |
|
|
(1,495,859) |
|
|
902,112 |
|
|
100.0 |
% |
|
593,747 |
|
|
39.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Interest rate swaps |
(188,203) |
|
|
1,355,571 |
|
|
(509,265) |
|
|
(1,543,774) |
|
|
(113.9 |
%) |
|
1,864,836 |
|
|
366.2 |
% |
| Gain (Loss) from foreign currency forward transactions |
(14,328,887) |
|
|
(19,586,349) |
|
|
67,416,100 |
|
|
5,257,462 |
|
|
26.8 |
% |
|
(87,002,449) |
|
|
(129.1) |
% |
| Others |
222,028 |
|
|
3,783 |
|
|
490 |
|
|
218,245 |
|
|
n.m |
|
3,293 |
|
|
n.m |
|
125,391,611 |
|
|
200,864,657 |
|
|
(59,277,667) |
|
|
(75,473,046) |
|
|
(37.6 |
%) |
|
260,142,324 |
|
|
438.9 |
% |
The Bank’s gains/(losses) on financial assets and liabilities at fair value through profit or loss, net, decreased in 2025 compared to 2024 primarily due to a decrease in gain (loss) from government securities mainly due to a reduction in the average volume of public securities measured at fair value through profit or loss and lower valuation gains compared to 2024, which was partially offset by a gain (loss) from foreign currency forward transactions due to increased activity in foreign exchange derivatives used for trading and client transactions, in line with the increase in foreign exchange transactions following the partial easing of controls during 2025.
The Bank’s gains/(losses) on financial assets and liabilities at fair value through profit or loss, net, increased in 2024 compared to 2023 primarily due to an increase in gain (loss) from government securities due to the increase in their market value during the year, which was partially offset by a gain (loss) from foreign currency forward transactions due to the evolution of the exchange rate during the year.
Gains/(Losses) on derecognition of financial assets not measured at fair value through profit or loss, net
The table below shows a breakdown of our gains on derecognition of financial assets not measured at fair value through profit or loss, net by category:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Year ended December 31, |
|
Variation |
| |
2025 |
|
2024 |
|
2023 |
|
2025 vs 2024 |
|
2024 vs 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
(in thousands of pesos, except percentages) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Gain (Loss) from sale of government securities |
143,842,636 |
|
|
310,931,829 |
|
|
95,066,799 |
|
|
(167,089,193) |
|
|
(53.7 |
%) |
|
215,865,030 |
|
|
227.1 |
% |
| Gain (Loss) from sale of private securities |
1,824,951 |
|
|
6,982,376 |
|
|
21,210,173 |
|
|
(5,157,425) |
|
|
(73.9 |
%) |
|
(14,227,797) |
|
|
(67.1 |
%) |
|
145,667,587 |
|
|
317,914,205 |
|
|
116,276,972 |
|
|
(172,246,618) |
|
|
(54.2 |
%) |
|
201,637,233 |
|
|
173.4 |
% |
The Bank’s gains on derecognition of financial assets not measured at fair value through profit or loss, net, decreased in 2025 compared to 2024 primarily due to lower income from the derecognition of public securities measured at fair value through Other Comprehensive Income (OCI). In accordance with IFRS 9, upon the derecognition of these securities, any cumulative gains or losses previously recognized in equity must be reclassified to the statement of profit or loss for the period.
The Bank’s gains on derecognition of financial assets not measured at fair value through profit or loss, net, increased in 2024 compared to 2023 primarily due to an increase in income from sale of government securities, mainly due to the sale of National Treasury bonds adjusted by CER from the OCI portfolio, which was partially offset by a decrease in income from sale of private securities, primarily due to a decrease in the volume of these transactions.
Exchange differences, net
The following table provides a breakdown of our exchange differences, net by category:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Year ended December 31, |
|
Variation |
| |
2025 |
|
2024 |
|
2023 |
|
2025 vs 2024 |
|
2024 vs 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
(in thousands of pesos, except percentages) |
| Income from trading in foreign currency |
206,848,887 |
|
|
77,670,011 |
|
|
113,369,449 |
|
|
129,178,876 |
|
|
166.3 |
% |
|
(35,699,438) |
|
|
(31.5) |
% |
| Conversion of foreign currency assets and liabilities into pesos |
(13,762,013) |
|
|
(5,796,813) |
|
|
488,517,389 |
|
|
(7,965,200) |
|
|
(137.4) |
% |
|
(494,314,202) |
|
|
(101.2 |
%) |
|
193,086,874 |
|
|
71,873,198 |
|
|
601,886,838 |
|
|
121,213,676 |
|
|
168.6 |
% |
|
(530,013,640) |
|
|
(88.1) |
% |
The Bank’s exchange differences, net, increased substantially in 2025 compared to 2024, primarily due to higher income from trading in foreign currency due to increased demand for foreign exchange transactions and higher trading volumes. This increase is consistent with the gradual relaxation of controls affecting the foreign exchange market during 2025.
The Bank’s exchange differences, net, decreased substantially in 2024 compared to 2023, primarily due to a lower conversion of foreign currency assets and liabilities into pesos, mainly due to dual bonds (bonds that allow obtaining a return linked to inflation or the price of the US dollar, whichever is higher), and also a decrease in income from trading in foreign currency.
For more information see “Item 3. Key Information—D. Risk Factors—Risks relating to Argentina— Exchange controls and restrictions on capital inflows and outflows could have a material adverse effect on Argentine public sector activity, and, as a result, on our business”.
Other operating income
The following table shows a breakdown of other operating income by category:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Year ended December 31, |
|
Variation |
| |
2025 |
|
2024 |
|
2023 |
|
2025 vs 2024 |
|
2024 vs 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
(in thousands of pesos, except percentages) |
| Adjustments and interest on miscellaneous receivables |
47,907,049 |
|
|
60,684,923 |
|
|
78,865,374 |
|
|
(12,777,874) |
|
|
(21.1) |
% |
|
(18,180,451) |
|
|
(23.1) |
% |
| Rental of safe deposit boxes |
38,332,161 |
|
|
29,343,229 |
|
|
23,115,682 |
|
|
8,988,932 |
|
|
30.6 |
% |
|
6,227,547 |
|
|
26.9 |
% |
| Loans recovered |
33,031,118 |
|
|
15,584,214 |
|
|
19,725,329 |
|
|
17,446,904 |
|
|
112.0 |
% |
|
(4,141,115) |
|
|
(21.0) |
% |
| Debit and credit card commissions |
30,064,234 |
|
|
18,742,485 |
|
|
15,305,433 |
|
|
11,321,749 |
|
|
60.4 |
% |
|
3,437,052 |
|
|
22.5 |
% |
| Punitive interest |
27,479,487 |
|
|
9,609,897 |
|
|
7,392,962 |
|
|
17,869,590 |
|
|
185.9 |
% |
|
2,216,935 |
|
|
30.0 |
% |
| Reversal of impairment loss (Note 10.2) |
9,753,067 |
|
|
6,020,461 |
|
|
3,270,432 |
|
|
3,732,606 |
|
|
62.0 |
% |
|
2,750,029 |
|
|
84.1 |
% |
| Rent |
9,206,831 |
|
|
7,458,885 |
|
|
6,896,946 |
|
|
1,747,946 |
|
|
23.4 |
% |
|
561,939 |
|
|
8.1 |
% |
| Fees expenses recovered |
7,526,209 |
|
|
5,882,044 |
|
|
6,702,876 |
|
|
1,644,165 |
|
|
28.0 |
% |
|
(820,832) |
|
|
(12.2) |
% |
| Commission from syndicated transactions |
3,428,346 |
|
|
2,001,074 |
|
|
2,666,800 |
|
|
1,427,272 |
|
|
71.3 |
% |
|
(665,726) |
|
|
(25.0) |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Allowances reversed |
52,219 |
|
|
6,151,542 |
|
|
3,828,802 |
|
|
(6,099,323) |
|
|
(99.2) |
% |
|
2,322,740 |
|
|
60.7 |
% |
| Other operating income |
42,398,624 |
|
|
26,359,327 |
|
|
24,869,527 |
|
|
16,039,297 |
|
|
60.8 |
% |
|
1,489,800 |
|
|
6.0 |
% |
|
249,179,345 |
|
|
187,838,081 |
|
|
192,640,163 |
|
|
61,341,264 |
|
|
32.7 |
% |
|
(4,802,082) |
|
|
(2.5 |
%) |
The Bank’s other operating income increased in 2025 compared to 2024 primarily due to an increase in operating income from punitive interest income, mainly resulting from late payments on credit card balances and personal loan installments, and an increase in operating income from loans recovered, mainly due to improved recovery management efforts on previously impaired loans and higher transaction volumes during the year, which were partially offset by a decrease in operating income from adjustments and interest on miscellaneous receivables mainly due to lower interest earned on personal loans granted to employees of the Bank, and a decrease in operating income from allowances reversed due to the reversal of tax contingencies and allowances for credit losses during 2024.
The Bank’s other operating income decreased in 2024 compared to 2023 primarily due to a decrease in adjustments and interest on miscellaneous receivables mainly due to the lower profit generated by the credit card guarantee fund, which is valued in foreign currency with a lower currency devaluation, and a decrease as a result of loans related to the sale of our ownership stake in Prisma Medio de Pago S.A., which were partially offset by an increase in operating income from the rental of safe deposit boxes due to a higher volume of transactions, and an increase in other operating income due to commissions charged to the issuer Visa International and the recovery of expenses for letters of credit.
Other operating expenses
The following table shows a breakdown of other operating expenses by category:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Year ended December 31, |
|
Variation |
| |
2025 |
|
2024 |
|
2023 |
|
2025 vs 2024 |
|
2024 vs 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
(in thousands of pesos, except percentages) |
| Turnover tax |
524,719,983 |
|
|
419,942,618 |
|
|
582,934,196 |
|
|
104,777,365 |
|
|
25.0 |
% |
|
(162,991,578) |
|
|
(28.0 |
%) |
| Loss on initial recognition of loans bearing below market interest rate (1) |
112,481,960 |
|
|
34,961,531 |
|
|
33,433,520 |
|
|
77,520,429 |
|
|
221.7 |
% |
|
1,528,011 |
|
|
4.6 |
% |
| Contributions to the Deposits Guarantee Fund (Note 41) |
23,871,317 |
|
|
14,383,350 |
|
|
16,409,043 |
|
|
9,487,967 |
|
|
66.0 |
% |
|
(2,025,693) |
|
|
(12.3 |
%) |
| Provisions for legal and administrative proceedings |
15,366,596 |
|
|
61,222,919 |
|
|
59,455,607 |
|
|
(45,856,323) |
|
|
(74.9) |
% |
|
1,767,312 |
|
|
3.0 |
% |
| Damage claims |
14,057,172 |
|
|
5,449,311 |
|
|
7,289,360 |
|
|
8,607,861 |
|
|
158.0 |
% |
|
(1,840,049) |
|
|
(25.2 |
%) |
| Adjustment for restatement of dividends in constant currency |
3,294,680 |
|
|
16,381,760 |
|
|
— |
|
|
(13,087,080) |
|
|
(79.9) |
% |
|
16,381,760 |
|
|
N/A |
| Loss from sale or impairment of investment properties and other non-financial assets |
1,022,274 |
|
|
49,445,726 |
|
|
682,681 |
|
|
(48,423,452) |
|
|
(97.9 |
%) |
|
48,763,045 |
|
|
n.m |
| Expected credit losses on financial guarantee and loan commitments |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
N/A |
|
— |
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Other operating expenses |
73,182,216 |
|
|
44,340,154 |
|
|
52,060,723 |
|
|
28,842,062 |
|
|
65.0 |
% |
|
(7,720,569) |
|
|
(14.8) |
% |
|
767,996,198 |
|
|
646,127,369 |
|
|
752,265,130 |
|
|
121,868,829 |
|
|
18.9 |
% |
|
(106,137,761) |
|
|
(14.1 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) See Note 2.3.4. (a) to the Consolidated Financial Statements.
The Bank’s other operating expenses increased in 2025 compared to 2024 primarily due to an increase in turnover tax, mainly due to a higher volume of lending activity and banking transactions during the year, and an increase in loss on initial recognition of loans bearing below market interest rate mainly due to a higher volume of loans originated during the year and the extension of loan maturities, which were partially offset by a decrease in the adjustment for restatement of dividends in constant currency due to lower dividends distributed during 2025 compared to 2024 and a significant drop in inflation for 2025 and a decrease in loss from the sale or impairment of investment properties and other non-financial assets due to lower write-downs.
The Bank’s other operating expenses decreased in 2024 compared to 2023 primarily due to a decrease in turnover tax, which was primarily due to a decrease in financial income as a result of a lower average interest rate on assets (particularly loans) and the transfer of debt from the Central Bank to the Treasury, which is exempt from gross income, and, to a significantly lesser extent, a decrease in provisions for legal and administrative proceedings, which were partially offset by an increase in loss from the sale or impairment of investment properties and other non-financial assets due to the book value of the properties being higher than their recoverable value.
Administrative costs
Administrative costs include personnel benefits and other administrative expenses.
The following table shows a breakdown of personnel benefits by category:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Year ended December 31, |
|
Variation |
| |
2025 |
|
2024 |
|
2023 |
|
2025 vs 2024 |
|
2024 vs 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
(in thousands of pesos, except percentages) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Salaries |
364,462,374 |
|
|
355,695,149 |
|
|
357,008,125 |
|
|
8,767,225 |
|
|
2.5 |
% |
|
(1,312,976) |
|
|
(0.4 |
%) |
| Social security charges |
109,101,968 |
|
|
108,537,358 |
|
|
117,085,257 |
|
|
564,610 |
|
|
0.5 |
% |
|
(8,547,899) |
|
|
(7.3 |
%) |
| Other short term personnel benefits |
89,377,438 |
|
|
120,956,054 |
|
|
189,564,774 |
|
|
(31,578,616) |
|
|
(26.1 |
%) |
|
(68,608,720) |
|
|
(36.2 |
%) |
| Personnel services |
19,543,362 |
|
|
17,044,327 |
|
|
14,717,079 |
|
|
2,499,035 |
|
|
14.7 |
% |
|
2,327,248 |
|
|
15.8 |
% |
| Personnel compensations and rewards |
19,243,474 |
|
|
71,889,505 |
|
|
21,970,362 |
|
|
(52,646,031) |
|
|
(73.2 |
%) |
|
49,919,143 |
|
|
227.2 |
% |
| Other long term benefits |
1,403,157 |
|
|
2,646,973 |
|
|
9,003,183 |
|
|
(1,243,816) |
|
|
(47.0 |
%) |
|
(6,356,210) |
|
|
(70.6 |
%) |
| Termination benefits |
775,156 |
|
|
1,486,193 |
|
|
1,368,833 |
|
|
(711,037) |
|
|
(47.8) |
% |
|
117,360 |
|
|
8.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
603,906,929 |
|
|
678,255,559 |
|
|
710,717,613 |
|
|
(74,348,630) |
|
|
(11.0 |
%) |
|
(32,462,054) |
|
|
(4.6 |
%) |
The Bank’s personnel benefits decreased in 2025 compared to 2024 primarily due to lower personnel compensations and rewards mainly as a result of lower severance payments and commercial incentives and, to a lesser extent, a decrease in other short-term personnel benefits mainly due to lower payments related to variable compensation not subject to social security contributions and lower provisions related to vacation contingencies, which were partially offset by an increase in salaries, due to salary adjustments in line with inflation and a higher number of employees and, to a significantly lesser extent, personnel services, mainly due to higher expenses related to employee housing allowances and the organization of internal tournaments and sports events for BBVA employees.
The Bank’s personnel benefits decreased in 2024 compared to 2023 primarily due to a decrease in other short-term personnel benefits and, to a lesser extent, a decrease in social security charges, as a result of a lower charge in variable remunerations and in the provision of vacations, which was adjusted with a downward inflation projection, which were partially offset by an increase in personnel compensations and rewards and, to a significantly lesser extent, personnel services, the latter due to an increased internal training effort.
The following table shows a breakdown of other administrative expenses by category:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Year ended December 31, |
|
Variation |
| |
2025 |
|
2024 |
|
2023 |
|
2025 vs 2024 |
|
2024 vs 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
(in thousands of pesos, except percentages) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Administrative services hired |
107,190,217 |
|
|
115,372,903 |
|
|
87,302,767 |
|
|
(8,182,686) |
|
|
(7.1 |
%) |
|
28,070,136 |
|
|
32.2 |
% |
| Taxes |
86,451,632 |
|
|
163,318,175 |
|
|
151,019,248 |
|
|
(76,866,543) |
|
|
(47.1) |
% |
|
12,298,927 |
|
|
8.1 |
% |
| Rent |
71,682,603 |
|
|
89,358,161 |
|
|
97,381,569 |
|
|
(17,675,558) |
|
|
(19.8 |
%) |
|
(8,023,408) |
|
|
(8.2 |
%) |
| Armored transportation services |
64,838,732 |
|
|
63,731,531 |
|
|
59,780,565 |
|
|
1,107,201 |
|
|
1.7 |
% |
|
3,950,966 |
|
|
6.6 |
% |
| Maintenance costs |
62,555,833 |
|
|
63,520,011 |
|
|
60,867,961 |
|
|
(964,178) |
|
|
(1.5) |
% |
|
2,652,050 |
|
|
4.4 |
% |
| Advertising |
50,890,096 |
|
|
45,086,683 |
|
|
39,366,763 |
|
|
5,803,413 |
|
|
12.9 |
% |
|
5,719,920 |
|
|
14.5 |
% |
| Documents distribution |
31,035,191 |
|
|
29,976,302 |
|
|
19,064,979 |
|
|
1,058,889 |
|
|
3.5 |
% |
|
10,911,323 |
|
|
57.2 |
% |
| Security services |
28,167,125 |
|
|
21,730,721 |
|
|
16,726,505 |
|
|
6,436,404 |
|
|
29.6 |
% |
|
5,004,216 |
|
|
29.9 |
% |
| Other fees |
28,041,297 |
|
|
22,598,257 |
|
|
20,906,394 |
|
|
5,443,040 |
|
|
24.1 |
% |
|
1,691,863 |
|
|
8.1 |
% |
| Electricity and communications |
27,577,411 |
|
|
25,980,833 |
|
|
24,009,518 |
|
|
1,596,578 |
|
|
6.1 |
% |
|
1,971,315 |
|
|
8.2 |
% |
| IT |
24,812,538 |
|
|
42,867,230 |
|
|
82,744,827 |
|
|
(18,054,692) |
|
|
(42.1 |
%) |
|
(39,877,597) |
|
|
(48.2 |
%) |
| Trade reports |
17,493,196 |
|
|
15,220,638 |
|
|
12,951,754 |
|
|
2,272,558 |
|
|
14.9 |
% |
|
2,268,884 |
|
|
17.5 |
% |
| Representation, travel and mobility |
6,476,595 |
|
|
4,998,396 |
|
|
4,570,162 |
|
|
1,478,199 |
|
|
29.6 |
% |
|
428,234 |
|
|
9.4 |
% |
| Insurance |
5,732,815 |
|
|
5,608,887 |
|
|
5,538,948 |
|
|
123,928 |
|
|
2.2 |
% |
|
69,939 |
|
|
1.3 |
% |
| Stationery and supplies |
1,092,998 |
|
|
1,152,020 |
|
|
1,077,332 |
|
|
(59,022) |
|
|
(5.1 |
%) |
|
74,688 |
|
|
6.9 |
% |
| Fees to Bank Directors and Supervisory Committee |
1,041,204 |
|
|
928,389 |
|
|
943,046 |
|
|
112,815 |
|
|
12.2 |
% |
|
(14,657) |
|
|
(1.6 |
%) |
| Other administrative expenses |
33,499,199 |
|
|
30,847,597 |
|
|
30,371,312 |
|
|
2,651,602 |
|
|
8.6 |
% |
|
476,285 |
|
|
1.6 |
% |
|
648,578,682 |
|
|
742,296,734 |
|
|
714,623,650 |
|
|
(93,718,052) |
|
|
(12.6 |
%) |
|
27,673,084 |
|
|
3.9 |
% |
The Bank’s other administrative expenses decreased in 2025 compared to 2024 primarily due to lower taxes, mainly due to a decrease in certain local operating taxes, and lower IT expenses related to digital processing and data services, as well as efficiency improvements in operational processes. These decreases were partially offset by higher security services expenses and higher advertising expenses, reflecting increased marketing and communication activities in line with the Bank’s growth strategy and focus on customers.
The Bank’s other administrative expenses increased in 2024 compared to 2023 primarily due to an increase in administrative services hired, which include expenses for contracted services for late payment management, expenses related to digital banking and IT expenses linked to Single Development Agenda (SDA) software development projects, among others, and an increase in taxes, which were partially offset by a decrease in IT expenses and rent expenses.
Depreciation and amortization
The following table shows a breakdown of depreciation and amortization by category:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Year ended December 31, |
|
Variation |
| |
2025 |
|
2024 |
|
2023 |
|
2025 vs 2024 |
|
2024 vs 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
(in thousands of pesos, except percentages) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Depreciation of property and equipment (See Note 10.1) |
79,752,750 |
|
|
70,985,296 |
|
|
59,220,318 |
|
|
8,767,454 |
|
|
12.4 |
% |
|
11,764,978 |
|
|
19.9 |
% |
| Amortization of intangible assets (See Note 11) |
21,431,224 |
|
|
24,843,024 |
|
|
10,677,437 |
|
|
(3,411,800) |
|
|
(13.7) |
% |
|
14,165,587 |
|
|
132.7 |
% |
| Amortization of rights to use leased real estate (See Note 10.1) |
6,427,856 |
|
|
5,345,168 |
|
|
6,880,790 |
|
|
1,082,688 |
|
|
20.3 |
% |
|
(1,535,622) |
|
|
(22.3 |
%) |
| Depreciation of investment properties (See note 10.2) |
3,487,869 |
|
|
3,541,684 |
|
|
3,073,720 |
|
|
(53,815) |
|
|
(1.5 |
%) |
|
467,964 |
|
|
15.2 |
% |
| Loss from sale or impairment of property and equipment (See Note 10.1) |
35,293 |
|
|
— |
|
|
2,283,500 |
|
|
35,293 |
|
|
N/A |
|
(2,283,500) |
|
|
(100.0) |
% |
| Depreciation of other assets |
3,357 |
|
|
12,436 |
|
|
14,047 |
|
|
(9,079) |
|
|
(73.0) |
% |
|
(1,611) |
|
|
(11.5 |
%) |
|
111,138,349 |
|
|
104,727,608 |
|
|
82,149,812 |
|
|
6,410,741 |
|
|
6.1 |
% |
|
22,577,796 |
|
|
27.5 |
% |
The Bank’s depreciation and amortization increased in 2025 compared to 2024 primarily due to higher depreciation of property and equipment mainly related to electronic and communication equipment supporting the Bank’s operational infrastructure, which was partially offset by a decrease in amortization of intangible assets.
The Bank’s depreciation and amortization increased in 2024 compared to 2023 primarily due to an increase in amortization of intangibles assets and an increase in depreciation of property and equipment, which were partially offset by a decrease in amortization of rights to use leased real estate and loss from sale or impairment of property and equipment as a result of recoveries.
Impairment of financial assets
As of December 31, 2025, the non-performing loan (NPL) ratio was 4.9%, compared to 1.5% as of December 31, 2024. This increase was primarily driven by a deterioration in the retail portfolio, mainly in the last quarter of 2025, particularly credit cards and personal loans, and, to a lesser extent, by the commercial portfolio, mainly related to corporate exposures.
The coverage ratio as of December 31, 2025 was 96.4%, compared to 177.0% as of December 31, 2024. This decrease in the coverage ratio is a direct result of the increase in the non-performing loan portfolio.
The NPL portfolio amounted to Ps.745,689 million at December 31, 2025 compared to Ps.148,410 million at December 31, 2024 and Ps.100,855 million at December 31, 2023.
Impairment of financial assets increased in 2025 compared to 2024 associated with the deterioration of the retail loan portfolio, particularly in credit cards and consumer loans, reflecting higher levels of delinquency in these segments during the year. This increase was also supported by the sustained growth of the Bank’s loan portfolio.
As of December 31, 2024, the NPL ratio was at 1.5%, with NPLs growing relatively less than the total portfolio, as new loans are rarely non-performing shortly after being made, compared to 1.3% as of December 31, 2023. The coverage ratio as of December 31, 2024 was 177.0%, compared to 165.3% as of December 31, 2023. This increase is due to higher requirements in provisions as a consequence of the significant growth of the credit portfolio in the last quarter of 2024.
Impairment of financial assets decreased slightly in 2024 compared to 2023 mainly due to a decrease in impairment of financial instruments related to the debt securities portfolio, which was partially offset by an increase in allowances for credit losses due to sustained growth in the loan portfolio.
Gains/(Losses) on net monetary position
In a hyperinflationary economy, reporting of operating results and financial position in the local currency without restatement is generally not considered useful to investors. Money loses purchasing power at such a rate that compares amounts from transactions and other events that have occurred at different times, even within the same accounting period, can be different or misleading.
The table below sets forth the Bank’s net monetary inflation adjustment effect, which has been calculated by applying the CPI to monetary assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Year ended December 31, |
|
Variation |
| |
2025 |
|
2024 |
|
2023 |
|
2025 vs 2024 |
|
2024 vs 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
(in thousands of pesos, except percentages) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Cash and cash equivalents |
(1,003,131,090) |
|
|
(2,202,662,658) |
|
|
(2,533,281,293) |
|
|
1,199,531,568 |
|
|
(54.5 |
%) |
|
330,618,635 |
|
|
(13.1 |
%) |
| Loans and other receivables, net |
(3,264,231,044) |
|
|
(6,313,260,329) |
|
|
(8,104,043,765) |
|
|
3,049,029,285 |
|
|
(48.3 |
%) |
|
1,790,783,436 |
|
|
(22.1 |
%) |
| Investment securities |
(925,955,007) |
|
|
(2,028,801,654) |
|
|
(5,228,733,255) |
|
|
1,102,846,647 |
|
|
(54.4 |
%) |
|
3,199,931,601 |
|
|
(61.2 |
%) |
| Financial assets pledged as collateral |
(176,166,296) |
|
|
(373,106,203) |
|
|
(609,474,590) |
|
|
196,939,907 |
|
|
(52.8 |
%) |
|
236,368,387 |
|
|
(38.8 |
%) |
| All other assets |
(190,024,623) |
|
|
(397,548,956) |
|
|
(608,571,202) |
|
|
207,524,333 |
|
|
(52.2 |
%) |
|
211,022,246 |
|
|
(34.7 |
%) |
| TOTAL ASSETS (A) |
(5,559,508,060) |
|
|
(11,315,379,800) |
|
|
(17,084,104,105) |
|
|
5,755,871,740 |
|
|
(50.9 |
%) |
|
5,768,724,305 |
|
|
(33.8 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| LIABILITIES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Deposits |
4,033,601,188 |
|
|
7,574,421,635 |
|
|
11,766,884,463 |
|
|
(3,540,820,447) |
|
|
(46.7 |
%) |
|
(4,192,462,828) |
|
|
(35.6 |
%) |
| Other financial liabilities |
470,729,454 |
|
|
890,205,506 |
|
|
1,410,558,810 |
|
|
(419,476,052) |
|
|
(47.1 |
%) |
|
(520,353,304) |
|
|
(36.9 |
%) |
| Bank loans |
120,066,325 |
|
|
77,609,307 |
|
|
128,319,627 |
|
|
42,457,018 |
|
|
54.7 |
% |
|
(50,710,320) |
|
|
(39.5 |
%) |
| Corporate bonds issued |
100,147,469 |
|
|
18,336,049 |
|
|
13,724,199 |
|
|
81,811,420 |
|
|
446.2 |
% |
|
4,611,850 |
|
|
33.6 |
% |
| Income tax liabilities |
9,125,473 |
|
|
232,644,467 |
|
|
196,805,989 |
|
|
(223,518,994) |
|
|
(96.1 |
%) |
|
35,838,478 |
|
|
18.2 |
% |
| All other liabilities |
254,666,381 |
|
|
652,539,754 |
|
|
1,193,541,815 |
|
|
(397,873,373) |
|
|
(61.0 |
%) |
|
(541,002,061) |
|
|
(45.3 |
%) |
| TOTAL LIABILITIES (B) |
4,988,336,290 |
|
|
9,445,756,718 |
|
|
14,709,834,903 |
|
|
(4,457,420,428) |
|
|
(47.2 |
%) |
|
(5,264,078,185) |
|
|
(35.8 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net monetary inflation adjustments (A) + (B) |
(571,171,770) |
|
|
(1,869,623,082) |
|
|
(2,374,269,202) |
|
|
1,298,451,312 |
|
|
(69.4 |
%) |
|
504,646,120 |
|
|
(21.3 |
%) |
The Bank’s net monetary inflation adjustment decreased in 2025 compared to 2024, primarily due to a significant decrease in the inflation rate during the year, which reduced the negative impact of the inflation adjustment on the Bank’s net monetary position.
The Bank’s net monetary inflation adjustment decreased in 2024 compared to 2023, primarily due to a decrease in the inflation rate during the year, despite the average net monetary position being slightly higher than the previous year.
•Exchange Rates
The following tables show the annual high, low, average and period-end exchange rate for US$1.00 for the periods indicated. The exchange rate is calculated by the Central Bank based on the information provided by financial institutions on the exchange rate for trading of U.S. dollars for settled transactions in Argentine pesos and U.S. dollars. Such information must be representative of the prevailing market conditions. After gathering this information, the Central Bank calculates the daily exchange rate using the formula set out in Annex I of Communication “A” 3500.
The Federal Reserve Bank of New York does not report a noon buying rate for pesos.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Year /Period |
|
High (1) |
|
Low (1) |
|
Average (2) |
|
Period-end |
|
|
|
|
|
|
|
|
|
(in pesos per US$1,00) |
|
|
|
|
|
|
|
|
|
| 2021 |
|
102.7500 |
|
|
84.7033 |
|
|
95.1615 |
|
|
102.7500 |
|
| 2022 |
|
177.1283 |
|
|
103.0400 |
|
|
130.8089 |
|
|
177.1283 |
|
| 2023 |
|
808.4833 |
|
|
178.1417 |
|
|
295.2123 |
|
|
808.4833 |
|
| 2024 |
|
1,032.5000 |
|
|
810.6500 |
|
|
916.2543 |
|
|
1,032.5000 |
|
| October 2025 |
|
1,487.0833 |
|
|
1,347.667 |
|
|
1,432.0227 |
|
|
1,443.0000 |
|
| November 2025 |
|
1,473.1667 |
|
|
1,388.0000 |
|
|
1,427.6176 |
|
|
1,450.7500 |
|
| December 2025 |
|
1,459.4167 |
|
|
1,437.4167 |
|
|
1,447.8377 |
|
|
1,459.4167 |
|
| 2025 |
|
1,487.0833 |
|
|
1,032.7500 |
|
|
1,244.2597 |
|
|
1,459.4167 |
|
| January 2026 |
|
1,472.7348 |
|
|
1,427.0331 |
|
|
1,449.3347 |
|
|
1,447.6657 |
|
| February 2026 |
|
1,451.7010 |
|
|
1,367.2357 |
|
|
1,409.6571 |
|
|
1,408.9662 |
|
| March 2026 |
|
1,418.2781 |
|
|
1,370.2909 |
|
|
1,396.3387 |
|
|
1,382.7578 |
|
| April 2026 (through April 7, 2026) |
|
1,395.0979 |
|
|
1,387.7212 |
|
|
1,391.5026 |
|
|
1,395.0979 |
|
_____________
(1)Source: BCRA.
(2)For annual averages, this is the average of monthly average rates during the period.
Fluctuations in the exchange rate between pesos and dollars affect the dollar equivalent of the peso price of the ordinary shares on the ByMA and as a result, would most likely affect the market price of the ADSs. Fluctuations in exchange rates also affect dividend income measured in dollars. The Bank of New York Mellon, as depositary for the ADSs is required, subject to the terms of the deposit agreement, to convert pesos to dollars at the prevailing exchange rate at the time of making any dividend payments or other distributions. The following table shows the rate of devaluation of the peso compared with the dollar at year end, the rate of exchange (number of pesos per dollar prevailing in the Argentine foreign exchange market at year end) and the rate of inflation for consumer price for the fiscal years ended December 31, 2025, 2024, 2023, 2022 and 2021.
Since the repeal of the Convertibility Law in January 2002, the peso has devalued 139,409.8% compared with the dollar.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
As of and for the year ended December 31, |
| |
2025 |
|
2024 |
|
2023 |
|
2022 |
|
2021 |
|
|
|
|
|
|
|
|
|
|
Devaluation Rate(1) |
41.3 |
% |
|
27.7 |
% |
|
356.4 |
% |
|
72.4 |
% |
|
22.1 |
% |
Exchange Rate(2) |
1,459.4167 |
|
1,032.5000 |
|
808.4833 |
|
177.1283 |
|
102.7500 |
Inflation Rate(3) |
31.5 |
% |
|
117.8 |
% |
|
211.4 |
% |
|
94.8 |
% |
|
50.9 |
% |
_____________
(1)For the twelve-month period then ended according to the Central Bank.
(2)Pesos per dollar according to the Central Bank.
(3)The inflation rate presented is for the CPI published by the Argentine National Statistics and Censuses Institute (“INDEC”) and is calculated over the prior twelve months.
Share of profit or loss of entities accounted investees using the equity method
Share of profit or loss of entities accounted investees using the equity method increased to a profit of Ps.11,954.3 million for the fiscal year ended December 31, 2025 from a profit of Ps.66.8 million for the fiscal year ended December 31, 2024, which in turn decreased from a profit of Ps.3,313.3 million for the fiscal year ended December 31, 2023. These variations are directly related to the profits or losses of the Bank’s subsidiaries and the result related to the acquisition of FCA CF in 2025.
Income tax (expense) benefit
Income tax expense for the fiscal year ended December 31, 2025 was Ps.187,245.8 million, compared to an expense of Ps.100,324.9 million for the fiscal year ended December 31, 2024 which decreased from a expense of Ps.447,083.2 million for the fiscal year ended December 31, 2023. These variations were mainly due to changes in income before income tax and the different impacts of the inflation adjustment in each year on the Bank’s taxable base, which affect the determination of current and deferred income taxes in Argentina.
The changes in our consolidated statement of comprehensive income for 2025, 2024 and 2023 were as follows:
Profit or loss for financial instruments at fair value through other comprehensive income (FVOCI)
Profit or loss for financial instruments at FVOCI for the fiscal year ended December 31, 2025 was a loss of Ps.154,440.1 million, compared to a loss of Ps.425,003.6 million for the fiscal year ended December 31, 2024 which, in turn, had decreased from a gain of Ps.596,644.8 million for the fiscal year ended December 31, 2023. These variations were primarily due to fluctuations in the market value of financial instruments measured under this model, as well as to the maturity and sale of such instruments.
The portfolio of financial instruments under the FVOCI model for the years ended December 31,2025, 2024, and 2023 was primarily composed of short-term public securities issued by the national government.
In 2023 and 2024, the volatility of public securities shifted from a scenario of extreme crisis and default parities to a recovery driven by the anchor of the fiscal surplus and the decline in inflation levels. This change in trend allowed for a sharp compression of rates. Specifically, the gain recorded in 2023 was largely due to an increase in the valuation of CER-linked bonds and dual bonds (bonds that remunerated through the payment of the maximum value resulting between the inflation adjustment —CER— or the variation of the official exchange rate —dollar-linked—), driven primarily by the significant adjustment of the official exchange rate carried out by the new government's economic authorities in December 2023 (which impacted dollar-linked bonds), and secondly by the inflationary spike in the last quarter of the year (which impacted CER-linked bonds). Conversely, the loss recorded in 2024 occurred mainly because the gap between the fair value of public securities and their technical value narrowed throughout the year, resulting in a decrease in the 2023 gain during the 2024 fiscal year.
In 2025, the price of Argentine public securities once again showed marked volatility, driven by a political scenario of high polarization, the persistence of exchange controls, and the scarce accumulation of international reserves by the BCRA. In this context, 2025 saw the sale of public securities from this portfolio starting in the third quarter, following an upward adjustment in bond prices caused by the ruling party’s victory in the midterm legislative elections.
Likewise, the “Reclassification adjustments” line reflects the realization of these gains and losses at the time of the sale or maturity of the instruments. According to IFRS 9, upon the derecognition of these securities, any accumulated gain or loss previously recognized in equity must be reclassified to the income statement for the period.
The table below shows a breakdown of most material variations for financial instruments at FVOCI by type of financial instrument for the years presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, |
|
2025 |
|
2024 |
|
2023 |
|
|
|
|
|
|
| Profit or loss for financial instruments at fair value through Other comprehensive income (FVOCI) |
|
|
|
|
|
|
|
|
|
|
|
| Gains (losses) for the year for financial instruments at FVOCI |
|
|
|
|
|
| Government securities |
(89,562,683) |
|
|
(484,146,868) |
|
|
911,668,512 |
|
| BCRA notes |
(3,385,979) |
|
|
954,532 |
|
|
— |
|
| Corporate bonds |
1,016,072 |
|
|
(3,705,656) |
|
|
27,985,194 |
|
|
(91,932,589) |
|
|
(486,897,993) |
|
|
939,653,706 |
|
|
|
|
|
|
|
| Adjustment for reclassifications for the year |
|
|
|
|
|
| Government securities |
(119,082,201) |
|
|
(154,309,077) |
|
|
(80,767,244) |
|
| BCRA notes |
(248,171) |
|
|
— |
|
|
— |
|
| Corporate bonds |
(26,337,215) |
|
|
(6,979,475) |
|
|
(18,969,712) |
|
|
(145,667,587) |
|
|
(161,288,552) |
|
|
(99,736,956) |
|
|
|
|
|
|
|
| Related income tax gains (losses) |
83,160,063 |
|
|
223,182,909 |
|
|
(243,271,929) |
|
|
|
|
|
|
|
|
(154,440,113) |
|
|
(425,003,636) |
|
|
596,644,821 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Fair value changes for equity instruments at FVOCI |
3,464,708 |
|
|
966,651 |
|
|
4,650,515 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Other comprehensive income (expense), net of tax |
(150,975,405) |
|
|
(424,036,985) |
|
|
601,295,336 |
|
Share in other comprehensive income (OCI)/loss from investees at equity-method
The Bank did not record a balance for share in other comprehensive income (OCI)/loss from investees at equity-method in 2025, 2024 nor 2023.
Fair value changes for hedging instruments—Cash flow hedge
The Bank did not record a balance for fair value changes for hedging instruments—Cash flow hedge in 2025, 2024 nor 2023.
Fair value changes for equity instruments at fair value through other comprehensive income (FVOCI)
Fair value changes for equity instruments at FVOCI for the fiscal year ended December 31, 2025 amounted to a gain of Ps.3,464.7 million compared to a gain of Ps.966.7 million for the fiscal year ended December 31, 2024, which had decreased from a gain of Ps.4,650.5 million for the fiscal year ended December 31, 2023.
Summary of Financial Position
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
As of December 31, |
|
|
|
|
Variation |
| |
2025 |
|
2024 |
|
2023 |
|
|
|
|
2025 vs 2024 |
|
2024 vs 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
(in thousands of pesos, except percentages) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Cash and cash equivalents |
4,752,284,950 |
|
|
3,714,135,212 |
|
|
3,273,349,599 |
|
|
|
|
|
1,038,149,738 |
|
|
28.0 |
% |
|
440,785,613 |
|
|
13.5 |
% |
| Financial assets at fair value through profit or loss |
366,127,508 |
|
|
145,446,037 |
|
|
687,660,816 |
|
|
|
|
|
220,681,471 |
|
|
151.7 |
% |
|
(542,214,779) |
|
|
(78.8 |
%) |
| Financial assets at amortized cost |
15,758,769,628 |
|
|
10,894,034,083 |
|
|
9,830,489,099 |
|
|
|
|
|
4,864,735,545 |
|
|
44.7 |
% |
|
1,063,544,984 |
|
|
10.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
As of December 31, |
|
|
|
|
Variation |
| |
2025 |
|
2024 |
|
2023 |
|
|
|
|
2025 vs 2024 |
|
2024 vs 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Financial assets at fair value through other comprehensive income |
3,094,969,178 |
|
|
3,244,216,748 |
|
|
2,417,371,145 |
|
|
|
|
|
(149,247,570) |
|
|
(4.6) |
% |
|
826,845,603 |
|
|
34.2 |
% |
| Investment in joint ventures and associates |
38,566,753 |
|
|
31,331,842 |
|
|
35,424,294 |
|
|
|
|
|
7,234,911 |
|
|
23.1 |
% |
|
(4,092,452) |
|
|
(11.6) |
% |
| Tangible assets |
1,078,121,034 |
|
|
1,025,825,762 |
|
|
1,026,598,004 |
|
|
|
|
|
52,295,272 |
|
|
5.1 |
% |
|
(772,242) |
|
|
(0.1 |
%) |
| Intangible assets |
119,335,631 |
|
|
91,069,334 |
|
|
94,926,544 |
|
|
|
|
|
28,266,297 |
|
|
31.0 |
% |
|
(3,857,210) |
|
|
(4.1 |
%) |
| Income tax assets |
66,039,571 |
|
|
96,736,436 |
|
|
8,611,513 |
|
|
|
|
|
(30,696,865) |
|
|
(31.7) |
% |
|
88,124,923 |
|
|
n.m |
| Other assets |
130,940,841 |
|
|
116,005,038 |
|
|
126,306,190 |
|
|
|
|
|
14,935,803 |
|
|
12.9 |
% |
|
(10,301,152) |
|
|
(8.2) |
% |
| Non-current assets held for sale |
3,236,214 |
|
|
4,932,578 |
|
|
2,441,220 |
|
|
|
|
|
(1,696,364) |
|
|
(34.4 |
%) |
|
2,491,358 |
|
|
102.1 |
% |
| TOTAL ASSETS |
25,408,391,308 |
|
|
19,363,733,070 |
|
|
17,503,178,424 |
|
|
|
|
|
6,044,658,238 |
|
|
31.2 |
% |
|
1,860,554,646 |
|
|
10.6 |
% |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Financial liabilities at fair value through profit or loss |
6,495,701 |
|
|
5,075,959 |
|
|
35,737,799 |
|
|
|
|
|
1,419,742 |
|
|
28.0 |
% |
|
(30,661,840) |
|
|
(85.8) |
% |
| Financial liabilities at amortized cost |
20,890,969,452 |
|
|
15,051,527,265 |
|
|
11,826,816,166 |
|
|
|
|
|
5,839,442,187 |
|
|
38.8 |
% |
|
3,224,711,099 |
|
|
27.3 |
% |
| Provisions |
50,305,226 |
|
|
61,956,873 |
|
|
59,365,841 |
|
|
|
|
|
(11,651,647) |
|
|
(18.8) |
% |
|
2,591,032 |
|
|
4.4 |
% |
| Income tax liabilities |
131,714,356 |
|
|
18,119,458 |
|
|
603,125,720 |
|
|
|
|
|
113,594,898 |
|
|
n.m |
|
(585,006,262) |
|
|
(97.0) |
% |
| Other liabilities |
785,552,700 |
|
|
785,983,479 |
|
|
925,325,597 |
|
|
|
|
|
(430,779) |
|
|
(0.1) |
% |
|
(139,342,118) |
|
|
(15.1) |
% |
| TOTAL LIABILITIES |
21,865,037,435 |
|
|
15,922,663,034 |
|
|
13,450,371,123 |
|
|
|
|
|
5,942,374,401 |
|
|
37.3 |
% |
|
2,472,291,911 |
|
|
18.4 |
% |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Equity attributable to owners of the Bank |
3,432,277,486 |
|
|
3,385,730,389 |
|
|
4,001,334,944 |
|
|
|
|
|
46,547,097 |
|
|
1.4 |
% |
|
(615,604,555) |
|
|
(15.4 |
%) |
| Non-controlling interests |
111,076,387 |
|
|
55,339,647 |
|
|
51,472,357 |
|
|
|
|
|
55,736,740 |
|
|
100.7 |
% |
|
3,867,290 |
|
|
7.5 |
% |
| TOTAL EQUITY |
3,543,353,873 |
|
|
3,441,070,036 |
|
|
4,052,807,301 |
|
|
|
|
|
102,283,837 |
|
|
3.0 |
% |
|
(611,737,265) |
|
|
(15.1 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| SELECTED RATIOS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Profitability and Performance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Return on average total assets (1) |
1.4 |
% |
|
2.6 |
% |
|
2.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
| Return on average total equity (2) |
9.2 |
% |
|
12.8 |
% |
|
12.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Capital |
13.5 |
% |
|
17.5 |
% |
|
22.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
| Total equity as a percentage of total assets |
13.9 |
% |
|
17.8 |
% |
|
23.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
| Total liabilities as a multiple of total equity |
6.17x |
|
4.6x |
|
3.32x |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Credit Quality |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Allowances for loan losses as a percentage of financial assets at amortized cost (loans and advances) |
3.9 |
% |
|
2.0 |
% |
|
1.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
| Allowances for loan losses |
620,572,636 |
|
|
221,033,364 |
|
|
174,660,284 |
|
|
|
|
|
399,539,272 |
|
|
180.8 |
% |
|
46,373,080 |
|
|
26.6 |
% |
| Financial assets at amortized cost (loans and advances) |
15,758,769,628 |
|
|
10,894,034,083 |
|
|
9,830,489,099 |
|
|
|
|
|
4,864,735,545 |
|
|
44.7 |
% |
|
1,063,544,984 |
|
|
10.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Charge-off during the period/ average amounts outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Loans and advances to government sector |
– |
% |
|
– |
% |
|
– |
% |
|
|
|
|
|
|
|
|
|
|
|
| Charge-off during the period |
– |
|
|
– |
|
|
– |
|
|
|
|
|
– |
|
|
N/A |
|
– |
|
|
N/A |
| Average amounts outstanding |
603,070 |
|
|
446,173 |
|
|
273,014 |
|
|
|
|
|
156,897 |
|
|
35.2 |
% |
|
173,159 |
|
|
63.4 |
% |
| Loans and advances to central bank |
N/A |
|
N/A |
|
– |
% |
|
|
|
|
|
|
|
|
|
|
|
| Charge-off during the period |
– |
|
|
– |
|
|
– |
|
|
|
|
|
– |
|
|
N/A |
|
– |
|
|
N/A |
| Average amounts outstanding |
– |
|
|
– |
|
|
1,022 |
|
|
|
|
|
– |
|
|
N/A |
|
(1,022) |
|
|
(100.0) |
% |
| Loans and advances to financial institutions |
– |
% |
|
– |
% |
|
– |
% |
|
|
|
|
|
|
|
|
|
|
|
| Charge-off during the period |
– |
|
|
– |
|
|
– |
|
|
|
|
|
– |
|
|
N/A |
|
– |
|
|
N/A |
| Average amounts outstanding |
119,795,857 |
|
|
11,650,392 |
|
|
27,805,339 |
|
|
|
|
|
108,145,465 |
|
|
n.m. |
|
(16,154,947) |
|
|
(58.1) |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
As of December 31, |
|
|
|
|
Variation |
| |
2025 |
|
2024 |
|
2023 |
|
|
|
|
2025 vs 2024 |
|
2024 vs 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Loans and advances to customers |
2.1 |
% |
|
1.4 |
% |
|
1.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
| Charge-off during the period |
247,706,795 |
|
|
85,242,339 |
|
|
80,081,775 |
|
|
|
|
|
162,464,456 |
|
|
190.6 |
% |
|
5,160,564 |
|
|
6.4 |
% |
| Average amounts outstanding |
11,867,695,301 |
|
|
6,138,324,592 |
|
|
5,795,011,271 |
|
|
|
|
|
5,729,370,709 |
|
|
93.3 |
% |
|
343,313,321 |
|
|
5.9 |
% |
(1)Profit or loss for the year attributable to owners of the Bank as a percentage of average total assets, computed as the average of fiscal-year-beginning and fiscal-year-ending balances.
(2)Profit or loss for the year attributable to owners of the Bank as a percentage of average shareholders’ equity, computed as the average of fiscal-year-beginning and fiscal-year-ending balances.
Significant changes in financial position
The Bank’s assets increased in 2025 compared to 2024 primarily due to an increase in financial assets at amortized cost mainly due to an increase in loans and advances to customers and debt securities, and an increase in cash and cash equivalents, which were partially offset by a decrease in financial assets at fair value through other comprehensive income.
Loans to the private sector in pesos increased 37.3% compared to 2024, primarily driven by a 217.5% increase in pledge loans, primarily due to the acquisition of FCA CF, a 127.9% increase in personnel loans and a 101.3% increase in mortgage loans. In line with the systemic context, the NPL ratio increased due to the increase in retail non-performing loans in credit cards and consumer loans.
Loans to the private sector denominated in foreign currency increased 98.0% compared to 2024 mainly due to a 414.0% increase in discounted instruments and a 75.7% increase in loans for the prefinancing and financing of exports.
The Bank’s liabilities also increased in 2025 compared to 2024 primarily due to an increase in financial liabilities at amortized cost due to an increase in the deposits’ portfolio, primarily due to the increase in time deposits portfolio due to the development of a new daily price update methodology, seeking to position its rate among other banks and maximize the profitability of the product, an increase in bank loans and an increase in repurchase agreements.
B.Liquidity and Capital Resources
Asset and Liability Management
The purpose of the asset and liability management is to structure our consolidated statement of financial position in light of interest rates, liquidity and foreign exchange risks, as well as market risk, public sector risk and our capital structure. Our Asset and Liability Committee establishes specific limits with respect to risk exposure, sets forth our policy with respect to pricing and approves commercial policies which may have a financial impact on our balance sheet. It is also responsible for the follow-up of monetary aggregates and financial variables, our liquidity position, regulations from the Central Bank and monitoring the competitive environment in assets, liabilities and interest rates.
Liquidity
Our asset and liability management policy attempts to ensure that sufficient liquidity is available to meet our funding requirements. As a measure of our liquidity, our ratio of liquid assets to total deposits was 44.17%, 54.15%, and 91.25%, at December 31, 2025, 2024 and 2023. Liquid assets include cash and cash equivalents and financial assets at fair value through profit or loss. The decrease in 2025 is mainly explained by an increase in total deposits relative to the smaller increase in liquid assets.
Our primary source of funds is our deposit base, which primarily consists of peso- and dollar-denominated deposits in checking accounts, savings accounts and time deposits from individuals and corporations. Deposits at December 31, 2025 totaled Ps.17,205,076 million compared with Ps.13,062,299 million at December 31, 2024.
As of December 31, 2025 and 2024, the outstanding principal and accrued interest on corporate bonds amounted to Ps.615,321,191 and Ps.152,462,334 respectively.
Dividends and other payments from our Argentine non-banking subsidiaries also provide an additional potential source of liquidity, even though relatively insignificant in amount. Each Argentine non-banking subsidiary is required to allocate 5% of its annual net income to a legal reserve until such reserve equals 20% of the subsidiary’s capital stock. This reserve cannot be used to pay us dividends.
In addition, the Bank ordinarily enters into transactions involving off-balance sheet financial instruments. We use these instruments to meet the risk management, trading and financing needs of clients or for our proprietary trading and asset and liability management purposes. These instruments are subject to varying degrees of credit and market risk. We monitor credit risk and market risk associated with on- and off-balance sheet financial instruments on an aggregate basis.
We use the same credit policies in determining whether to enter or extend call and put option contracts, commitments, conditional obligations and guarantees as we do for granting loans. Our management believes that the outstanding off-balance sheet items do not represent an unusual credit risk.
•Derivatives
The market risk of derivatives arises from the potential for changes in value due to fluctuations in market prices. We reduce our exposure to market risk, if necessary, by entering into offsetting transactions in accordance with the hedging global policy defined by the Bank and its subsidiaries. The credit risk of derivatives arises from the potential of a counterparty to default on its contractual obligations. The effect of such a default varies as the market value of derivative contracts changes. Credit exposure exists at a particular point in time when a derivative has a positive market value. We attempt to limit our credit risk by dealing with creditworthy counterparties and obtaining collateral where appropriate.
•Credit Commitments
Credit commitments are agreements to lend to a customer at a future date, subject to compliance with contractual terms. Credit commitments generally have fixed expiration dates or other termination clauses and may require the payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent actual future cash requirements for the Bank. The Bank evaluates each customer’s creditworthiness on a case-by-case basis. Foreign trade acceptances represent Bank customers’ liabilities on outstanding drafts or bills of exchange that have been accepted by the Bank and the Bank’s liability to remit payment upon the presentation of the accepted drafts or bills of exchange. The credit risk involved in foreign trade acceptances and guarantees granted is essentially the same as that involved in extending loan facilities to customers.
•Trust Activities
We act as trustee in several financial trusts established for various purposes. We are not personally liable for the liabilities assumed in the performance of the trust obligations. Any liabilities resulting from the trust are satisfied with and up to the full amount of the trust assets or their proceeds.
In addition, we act as trustee in 12 non-financial trusts. We are in no case personally liable for the liabilities assumed in the performance of the contract obligations. Any liabilities are satisfied with and up to the full amount of the trust assets and their proceeds. The non-financial trusts at issue were set up to secure the receivables of several creditors (beneficiaries) and the trustee was entrusted with the management, care, preservation and custody of the trust assets. The trust assets represented Ps.3,451.4 million as of December 31, 2025 and mainly consisted of cash, creditors’ rights, real estate and shares.
Capital Stock
As of December 31, 2025 and 2024 the Bank’s capital stock consisted of 612,710,079 ordinary shares, par value Ps.1,00 each, all of which were issued to the stockholders. The capital stock of the Bank, after taking into account the adjustment for inflation and share premium, amounted to Ps.1,197,067,692 as of December 31, 2025 and 2024.
Interest Rate Sensitivity
A key component of our asset and liability policy is the management of interest rate sensitivity. Interest rate sensitivity measures the exposure of net interest income to interest rate changes. For any given period, the pricing structure is matched when an equal amount of assets and liabilities reprice. Any mismatch of interest-earning assets and interest-bearing liabilities is known as a gap position and is shown in the following tables. A negative gap denotes liability sensitivity and normally means that a decline in interest rates would have a positive effect on net interest income while an increase in interest rates would have a negative effect on interest income.
Our interest rate sensitivity strategy, which seeks to maintain exposure within levels that are consistent with the Bank’s risk appetite framework approved by the Board of Directors, takes into account not only the rates of return and their underlying risk, but also liquidity requirements, including minimum regulatory cash reserves, mandatory liquidity ratios, withdrawal and maturity of deposits and additional demands for funds.
The following table shows the interest rate sensitivity of our interest-earning assets and interest-bearing liabilities. Variations in interest rate sensitivity may also arise within the repricing periods presented.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Remaining Maturity or Earliest Repricing Intervals at December 31, 2025 |
| |
0-3 months |
|
3 Months-
One Year
|
|
1-5 Years |
|
5-10 Years |
|
Over 10 Years |
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
| |
(in thousands of pesos, except percentages) |
| Interest-earning assets: |
|
|
|
|
|
|
|
|
|
|
|
| Interest earning deposits in banks |
160,331,540 |
|
|
5,908,080 |
|
|
52,290,587 |
|
|
— |
|
|
— |
|
|
218,530,207 |
|
| Government securities |
2,464,438,327 |
|
|
816,176,061 |
|
|
35,263,302 |
|
|
— |
|
|
— |
|
|
3,315,877,690 |
|
| Corporate bonds |
10,963,318 |
|
|
2,939,157 |
|
|
30,664,836 |
|
|
— |
|
|
— |
|
|
44,567,311 |
|
Loans and advances (1) |
9,040,936,005 |
|
|
3,327,150,909 |
|
|
2,087,196,290 |
|
|
156,208,642 |
|
|
453,870,367 |
|
|
15,065,362,213 |
|
| Total |
11,676,669,190 |
|
|
4,152,174,207 |
|
|
2,205,415,015 |
|
|
156,208,642 |
|
|
453,870,367 |
|
|
18,644,337,421 |
|
| Interest-bearing liabilities: |
|
|
|
|
|
|
|
|
|
|
|
| Deposits |
9,706,462,930 |
|
|
482,883,805 |
|
|
10,285 |
|
|
— |
|
|
— |
|
|
10,189,357,020 |
|
| Corporate bonds |
566,848,040 |
|
|
42,199,687 |
|
|
— |
|
|
— |
|
|
— |
|
|
609,047,727 |
|
| Due to other banks |
2,182,611,469 |
|
|
182,939,810 |
|
|
65,112,671 |
|
|
— |
|
|
— |
|
|
2,430,663,950 |
|
| Total |
12,455,922,439 |
|
|
708,023,302 |
|
|
65,122,956 |
|
|
— |
|
|
— |
|
|
13,229,068,697 |
|
| Asset/liability gap |
(779,253,249) |
|
|
3,444,150,905 |
|
|
2,140,292,059 |
|
|
156,208,642 |
|
|
453,870,367 |
|
|
5,415,268,724 |
|
| Cumulative sensitivity gap |
(779,253,249) |
|
|
2,664,897,656 |
|
|
4,805,189,715 |
|
|
4,961,398,357 |
|
|
5,415,268,724 |
|
|
|
| Cumulative sensitivity gap as a percentage of total interest-earning assets |
(4.2 |
%) |
|
14.3 |
% |
|
25.8 |
% |
|
26.6 |
% |
|
29.1 |
% |
|
|
_____________
(1)Loan and advances amounts are stated before deducting the allowance for loan losses.
The following table shows the interest rate sensitivity of our peso-denominated interest-earning assets and interest-bearing liabilities.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Remaining Maturity or Earliest Repricing Intervals at December 31, 2025 |
| |
0-3 months |
|
3 Months-
One Year
|
|
1-5 Years |
|
5-10 Years |
|
Over 10 Years |
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
| |
(in thousands of pesos, except percentages) |
| Interest-earning assets: |
|
|
|
|
|
|
|
|
|
|
|
| Interest earning deposits in banks |
159,689,394 |
|
|
5,908,080 |
|
|
17,017,384 |
|
|
— |
|
|
— |
|
|
182,614,858 |
|
| Government securities |
2,445,137,622 |
|
|
816,168,576 |
|
|
35,203,424 |
|
|
— |
|
|
— |
|
|
3,296,509,622 |
|
| Corporate bonds |
8,018,317 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
8,018,317 |
|
Loans and advances (1) |
8,227,977,820 |
|
|
3,179,396,038 |
|
|
2,062,813,402 |
|
|
156,208,642 |
|
|
453,870,367 |
|
|
14,080,266,269 |
|
| Total |
10,840,823,153 |
|
|
4,001,472,694 |
|
|
2,115,034,210 |
|
|
156,208,642 |
|
|
453,870,367 |
|
|
17,567,409,066 |
|
| Interest-bearing liabilities: |
|
|
|
|
|
|
|
|
|
|
|
| Deposits |
4,767,584,427 |
|
|
297,488,082 |
|
|
10,285 |
|
|
— |
|
|
— |
|
|
5,065,082,794 |
|
| Corporate bonds |
566,848,040 |
|
|
42,199,687 |
|
|
— |
|
|
— |
|
|
— |
|
|
609,047,727 |
|
| Due to other banks |
2,138,820,000 |
|
|
182,541,845 |
|
|
65,112,671 |
|
|
— |
|
|
— |
|
|
2,386,474,516 |
|
| Total |
7,473,252,467 |
|
|
522,229,614 |
|
|
65,122,956 |
|
|
— |
|
|
— |
|
|
8,060,605,037 |
|
| Asset/liability gap |
3,367,570,686 |
|
|
3,479,243,080 |
|
|
2,049,911,254 |
|
|
156,208,642 |
|
|
453,870,367 |
|
|
9,506,804,029 |
|
| Cumulative sensitivity gap |
3,367,570,686 |
|
|
6,846,813,766 |
|
|
8,896,725,020 |
|
|
9,052,933,662 |
|
|
9,506,804,029 |
|
|
|
| Cumulative sensitivity gap as a percentage of total interest-earning assets |
19.2 |
% |
|
39.0 |
% |
|
50.6 |
% |
|
51.5 |
% |
|
54.1 |
% |
|
|
_____________
(1)Loan and advances amounts are stated before deducting the allowance for loan losses.
The following table shows the interest rate sensitivity of our foreign currency denominated interest-earning assets and interest-bearing liabilities.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Remaining Maturity or Earliest Repricing Intervals at December 31, 2025 |
| |
0-3 months |
|
3 Months-
One Year
|
|
1-5 Years |
|
5-10 Years |
|
Over 10 Years |
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
| |
(in thousands of pesos, except percentages) |
| Interest-earning assets: |
|
|
|
|
|
|
|
|
|
|
|
| Interest earning deposits in banks |
642,146 |
|
|
— |
|
|
35,273,203 |
|
|
— |
|
|
— |
|
|
35,915,349 |
|
| Government securities |
19,300,705 |
|
|
7,485 |
|
|
59,878 |
|
|
— |
|
|
— |
|
|
19,368,068 |
|
| Corporate bonds |
2,945,001 |
|
|
2,939,157 |
|
|
30,664,836 |
|
|
— |
|
|
— |
|
|
36,548,994 |
|
Loans and advances (1) |
812,958,185 |
|
|
147,754,871 |
|
|
24,382,888 |
|
|
— |
|
|
— |
|
|
985,095,944 |
|
| Total |
835,846,037 |
|
|
150,701,513 |
|
|
90,380,805 |
|
|
— |
|
|
— |
|
|
1,076,928,355 |
|
| Interest-bearing liabilities: |
|
|
|
|
|
|
|
|
|
|
|
| Deposits |
4,938,878,503 |
|
|
185,395,723 |
|
|
— |
|
|
— |
|
|
— |
|
|
5,124,274,226 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Due to other banks |
43,791,469 |
|
|
397,965 |
|
|
— |
|
|
— |
|
|
— |
|
|
44,189,434 |
|
| Total |
4,982,669,972 |
|
|
185,793,688 |
|
|
— |
|
|
— |
|
|
— |
|
|
5,168,463,660 |
|
| Asset/liability gap |
(4,146,823,935) |
|
|
(35,092,175) |
|
|
90,380,805 |
|
|
— |
|
|
— |
|
|
(4,091,535,305) |
|
| Cumulative sensitivity gap |
(4,146,823,935) |
|
|
(4,181,916,110) |
|
|
(4,091,535,305) |
|
|
(4,091,535,305) |
|
|
(4,091,535,305) |
|
|
|
| Cumulative sensitivity gap, and as a percentage of total interest-earning assets |
(385.1 |
%) |
|
(388.3 |
%) |
|
(379.9 |
%) |
|
(379.9 |
%) |
|
(379.9 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
_____________
(1)Loan and advances amounts are stated before deducting the allowance for loan losses.
Exchange Rate Sensitivity
At December 31, 2025, our total foreign exchange-denominated asset position was Ps.7,089,919 million and our total foreign exchange-denominated liability position was Ps.7,247,460 million, resulting in a net liabilities currency position of Ps.(157,541) million. For a description of foreign exchange risk, see “Item 11. Quantitative and Qualitative Disclosures About Market Risk—Foreign Exchange Risk”.
Capital Requirements
As of December 31, 2025, we had consolidated excess capital of Ps.1,611,940.7 million pursuant to the Central Bank’s rules. At such date, total capital, subject to applicable deductions, amounted to Ps.3,047,646.5 million under the Argentine risk-based capital guidelines, which are based on the Basel Accord.
As of December 31, 2024, we had consolidated excess capital of Ps.1,733,515.2 million pursuant to the Central Bank’s rules. At such date, total capital, subject to applicable deductions, amounted to Ps 3,024,195.8 million under the Argentine risk-based capital guidelines, which are based on the Basel Accord.
As of December 31, 2025, we complied with the Central Bank’s capital requirements on a consolidated basis. See a description of the minimum capital requirements currently in effect in “Item 4. Information on the Company—F. The Argentine Banking System and Its Regulatory Framework”.
As of December 31, 2025, 2024 and 2023, our shareholders’ equity was Ps.3,543,353.9 million, Ps.3,441,070.0 million and Ps.4,052,807.3 million, respectively. At such dates, our ratio of average shareholders’ equity/average total assets was 15.6%, 20.3% and 20.8%, respectively.
In our opinion, our capital resources are sufficient for the Bank’s present requirements on an individual and a consolidated basis.
We are not aware of any legal or economic restrictions on the ability of our subsidiaries to transfer funds to us in the form of dividends, loans or advances, subject to the regulations of each industry, or corporate law requirements. However, there can be no assurance that in the future such restrictions will not be adopted and that, if adopted, they will not negatively affect our liquidity.
The following table sets forth, for the dates indicated, the calculation of our excess capital under the Central Bank’s rules and certain capital and liquidity ratios.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
At December 31, |
| |
2025 |
|
2024 |
|
2023 |
|
|
|
|
|
|
| |
(in thousands of pesos, except ratios and percentages) |
| Calculation of Excess Capital (1) |
|
|
|
|
|
| Allocated to assets at risk |
1,374,859,632 |
|
|
953,336,529 |
|
|
636,211,433 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Incremental minimum capital requirements originated in excesses in other regulations (2) |
— |
|
|
— |
|
|
50,147,024 |
|
|
|
|
|
|
|
| Credit risk |
1,374,859,632 |
|
|
953,336,529 |
|
|
686,358,457 |
|
| Market risk |
5,092,953 |
|
|
3,296,094 |
|
|
18,728,385 |
|
| Operational risk |
55,753,191 |
|
|
334,047,946 |
|
|
259,271,818 |
|
| Required minimum capital under Central Bank rules |
1,435,705,776 |
|
|
1,290,680,569 |
|
|
964,358,660 |
|
|
|
|
|
|
|
| Basic net worth |
3,009,706,218 |
|
|
3,006,486,737 |
|
|
3,256,908,996 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Minority interest |
37,940,285 |
|
|
17,709,078 |
|
|
10,619,899 |
|
| Total Capital under Central Bank rules |
3,047,646,503 |
|
|
3,024,195,815 |
|
|
3,267,528,895 |
|
|
|
|
|
|
|
| Excess capital |
1,611,940,727 |
|
|
1,733,515,246 |
|
|
2,303,170,235 |
|
|
|
|
|
|
|
| Selected Capital and Liquidity Ratios |
|
|
|
|
|
| Average stockholders´ equity as a percentage of average total assets (3) |
15.60 |
% |
|
20.33 |
% |
|
20.84 |
% |
| Total Liabilities as a multiple of total stockholders´ equity |
6.17x |
|
4.63x |
|
3.32x |
| Cash and due from banks as a percentage of total deposits |
27.62 |
% |
|
28.43 |
% |
|
31.40 |
% |
| Liquid assets as a percentage of total deposits (4) |
47.38 |
% |
|
54.15 |
% |
|
59.53 |
% |
| Loans as a percentage of total assets |
56.86 |
% |
|
51.21 |
% |
|
32.33 |
% |
_____________
(1)See “Item 4. Information on the Company—F. The Argentine Banking System and Its Regulatory Framework—Prudential Regulations and Minimum Capital Requirements” for a discussion of the Central Bank’s capital requirements.
(2)The increase in the minimum capital credit risk requirement results from the failure to comply with the maximum limit established by the BCRA for financing to the non-financial public sector for 15 days in December 2023. According to the provisions of the regulations, this non-compliance results in an increase in the minimum capital requirement for credit risk by an amount equivalent to 100% of the excess of the ratio, from the month in which the defaults are first registered and for as long as they remain. In the case of credit ratios, the calculation of the set-aside shall be made on the basis of the monthly average of the daily excesses. As of the date of this annual report on Form 20-F, the aforementioned situation has been regularized.
(3)Average shareholders’ equity and average total assets computed as the average of period-beginning and period-ending balances.
(4)At December 31, 2025, 2024 and 2023, “Liquid Assets” includes cash and cash equivalents and financial assets at fair value through profit or loss.
Market discipline
The BCRA imposed by Communication “A” 5394 the mandatory publication on the website of financial institutions of certain information in order to allow market participants to assess the information related to capital, risk exposures, assessment processes risk and capital adequacy of each of them. Financial institutions must provide appropriate information to ensure transparency in the management and measurement of risks and the adequacy of their capital.
This standard applies to the highest level of consolidation of each entity. Information concerning BBVA Argentina is available at: https://ir.bbva.com.ar/informacion-financiera/disciplina-del-mercado/. Such information is not incorporated by reference in this document.
Credit Ratings
The cost and availability of debt financing are influenced by our credit ratings. A reduction in these ratings could increase the cost of and reduce our market access to debt financing. See “Item 3. Key Information—D. Risk Factors-Risks Relating to the Argentine Financial System and to BBVA Argentina—Our credit ratings depend on Argentine sovereign credit ratings, and such dependence limits our access to international financial markets”.
S&P Global Ratings
S&P Global Ratings issued during 2023 and 2024 in respect of BBVA Argentina, local long-term ratings ranging from raBBB- to raB+ and short-term ratings ranging from raA-3 to raB.
On February 7, 2025, S&P Global Ratings issued in respect of BBVA Argentina, local long-term ratings ranging from raA- and RaA-2 and short-term ratings ranging from raB+ and raB.
On October 27, 2025, S&P Global Ratings updated its national scale rating methodologies for financial institutions in Argentina to more accurately reflect local market characteristics. Following this update, S&P Global Ratings issued in respect of BBVA Argentina, local long-term ratings ranging from raA- to raAAA and short-term ratings ranging from raA-2 to raA-1, with stable outlook. As explained on the rating report: “The updated methodologies aim to enhance transparency and analytical consistency by considering local factors when determining financial institution ratings. Furthermore, we have adjusted our approach to analyzing capitalization and leverage risk fundamentals, placing greater emphasis on regulatory ratios to incorporate market-specific characteristics into our ratings”.
As of the date of this annual report on Form 20-F, S&P Global Ratings current long-term rating of BBVA Argentina is raAAA and short-term rating of BBVA Argentina is raA-1+, with a stable outlook.
Fix SCR
During 2023, 2024, 2025 and through the date of this annual report on Form 20-F, Fix SCR’s long-term national credit rating of BBVA Argentina has been AAA(arg), short-term national credit rating of BBVA Argentina has been A1+(arg), the rating of BBVA Argentina’s corporate bonds program has been AAA(arg) and the rating of BBVA Argentina´s subordinated tranches has been AA+(arg). As of the date of this annual report on Form 20-F, Fix SCR’s outlook with respect to BBVA Argentina’s ratings is stable.
Fitch Ratings
Fitch Ratings issued during 2023 and 2024 in respect of BBVA Argentina, foreign currency long-term ratings ranging from CCC- to CCC, local currency long-term ratings ranging from CCC- to CCC, and viability ratings ranging from CCC- to CCC.
On May 19, 2025, Fitch Ratings issued in respect of BBVA Argentina, foreign currency long-term ratings ranging from B- to CCC, local currency long-term ratings ranging from B- to CCC, and viability ratings ranging from CCC+ to CCC. This change followed the upgrade of sovereign rating of Argentina to CCC+ from CCC, and the upgrade of the operating environment score for the Argentinean banking system to CCC+ with a stable outlook, on the back of the removal of foreign exchange controls in April. As explained on the ratings’ report: “the parent's propensity to support BBVA Argentina is high given its strategic role in the group’s regional strategy, which underpins the assigned Shareholder Support Rating (SSR) of b–. The SSR is capped by the country ceiling of B–.”
As of the date of this annual report on Form 20-F, Fitch Ratings’ foreign currency long-term rating of BBVA Argentina is B-, local currency long-term rating of BBVA Argentina is B-, local and foreign currency short-term rating is B and BBVA Argentina’s viability rating is CCC+, while CreditWatch remains stable.
The following table sets forth the ratings issued by each of S&P Global Ratings, Fix SCR and Fitch Ratings in respect of BBVA Argentina as of December 31, 2025 and which continue to apply as of the date of this annual report on Form 20-F.
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2025 |
|
S&P Global Ratings |
Fix SCR |
Fitch Ratings |
| Local – Long Term Rating |
raAAA |
AAA(arg) |
|
| Local – Short Term Rating |
raA-1+ |
A1+(arg) |
|
| International – Foreign Currency – Long Term |
|
|
B- |
| International – Local Currency – Long Term |
|
|
B- |
| International – Local and Foreign Currency – Short Term |
|
|
B |
| Corporate Notes Global Program – up to USD 1.500 million |
|
AAA(arg) |
|
| Subordinated Tranches |
|
AA+(arg) |
|
| Viability Rating |
|
|
CCC+ |
| Creditwatch/Perspective |
Stable |
Stable |
Stable |
C.Research and Development, Patents and Licenses
We incur research and development expenses in connection with IT systems. The amount spent during each of the last three years was not material and we hold no material patents and do not license to others any of our intellectual property.
We are currently in the process of implementing the investment plan to strengthen the technological infrastructure (data processing, management, deployment of communication schemes, support for electronic channel platforms, information security management and asset protection) to cover the current and future demand for these services, supporting business growth.
D.Trend Information
We believe that the macroeconomic environment and the following trends in the Argentine financial system and in our business have affected and will, for the foreseeable future, continue to affect our results of operations and profitability. Our continued success and ability to increase our value to our shareholders will depend upon, among other factors, economic growth in Argentina and the corresponding growth of the market for long-term private sector lending and access to financial products and services by a larger segment of the population. This analysis should be read in conjunction with the discussion in “Item 3. Key Information—D. Risk Factors” and “Item 4. Information on the Company—Recent Political and Economic Developments in Argentina” of this annual report on Form 20-F.
Trends related to the international and local scenario
The global economy is undergoing significant changes, driven in part by the policies of the U.S. administration. Uncertainty surrounding the consequences of such changes is exceptionally high, substantially increasing geopolitical, economic and financial risks. The increase in U.S. tariffs on imports from its trade partners has triggered financial market volatility, reinforcing risks to the global economic outlook. The final level and duration of these tariffs, and the high uncertainty in connection therewith, could negatively impact the world economy, worsening the prospects for the macroeconomic environment. As a result of adopted or announced tariffs, global growth could slow or decline significantly. While fiscal stimulus and monetary easing measures could partially offset the impact of trade protectionism, particularly in the Eurozone, where significant public spending increases have been announced, the impact of higher U.S. tariffs could be amplified by the adoption of retaliatory measures by other countries, sustained uncertainty, weakening confidence levels and financial deterioration, among other factors. Increased tariffs also raise the risk of inflation in the United States and the Eurozone, which could further slow private demand and, at the same time, constrain the Federal Reserve’s and the ECB’s ability to lower rates if warranted by activity.
Beyond higher import tariffs, tighter U.S. controls on migration flows could also affect the labor market in the United States, add to inflationary pressures and weigh on economic growth. The U.S. administration’s fiscal, monetary, regulatory, industrial and foreign policies, among others, could likewise contribute to financial and macroeconomic volatility. This is compounded by concerns that the Fed’s independence in decision-making may be weakened by political considerations. Amid heightened uncertainty over U.S. policies and the prospect of large fiscal deficits, the U.S. risk premium has increased, and could rise further, pushing up long-term sovereign yields and further weakening the U.S. dollar. These developments could also spark episodes of volatility, especially given the high debt levels in both developed and emerging economies.
The relatively high valuations of AI-related stocks are also a source of uncertainty and may lead to financial market volatility. Rising trade protectionism and the U.S.-China rivalry could further heighten geopolitical tensions, especially against the backdrop of ongoing conflicts in Ukraine and the Middle East, recent tensions in Latin America and the Greenland crisis. In response to these risks and the changes in the foreign policy of the U.S. administration, the European Union (EU) has adopted measures to increase military spending, which could support growth but, to some extent, add pressure on inflation and interest rates in the region.
The strategic association agreement between the European Union and Mercosur establishes a comprehensive framework for commercial integration, eliminating tariff and non-tariff barriers for the majority of goods traded between the European Union and the countries comprising Mercosur. For Argentina, this treaty provides preferential and permanent access to the European market for its agro-industrial sectors, subject to new requirements for environmental traceability and sustainability. Conversely, Argentina has committed to a gradual opening of its industrial and services markets, providing enhanced legal certainty for foreign investment and facilitating the import of technology and capital goods. The strategic association agreement between the European Union and Mercosur consolidates a cooperation standard based on international rules, aligning local regulations with global practices regarding competition, intellectual property, and public procurement.
The armed conflict involving Israel, the United States and Iran could materially adversely affect Argentina’s macroeconomic framework and trade performance. Volatility affecting the global energy market could adversely affect domestic oil export valuations and Argentina’s fiscal structure of energy imports. Additionally, volatility in agricultural commodity prices and potential constraints in fertilizer supply chains could remain key to Argentina’s primary sector conditions.
Trends related to the Argentine financial system
Argentina has a small and under-penetrated system compared to its peers in Latin America. For this reason, we believe that the financial sector has potential room to grow if adequate policies are implemented and inflation and interest rates are normalized.
In terms of the distribution network, the financial sector has a good penetration, with points of sales covering all the provinces, advanced technology, strong regulations and good practices.
The Argentine banking system remains largely unconsolidated, with significantly more financial institutions compared to other countries of the region.
In terms of regulatory environment affecting the financial system, the Central Bank has reduced the restrictions affecting liquidity reserve requirements and floors and caps for interest rates. We expect the Central Bank to continue this deregulatory trend in 2026.
Trends related to BBVA Argentina
Argentina experienced an economic growth in GDP of 4.4% in 2025. The policies implemented by the Milei administration throughout 2025 resulted in a primary fiscal surplus of 1.7% primarily due to a lower level of public spending, with inflation falling to 31.5% from 117.8% in 2024. Inflation is expected to continue its downward trend throughout 2026, while GDP is expected to grow at a faster pace than in previous year.
Even though inflation and interest rates continued its downward trend, in 2025, markets experienced high volatility, fueled by the expectations regarding the results of the mid-term elections. The election outcome confirmed Milei’s support and paved the way for structural reforms. During 2025, the Central Bank was unable to accumulate foreign currency reserves and, as a result, the issuance of pesos and the growth of deposits were almost nil in real terms. The Central Bank announced measures to accumulate U.S. dollars through 2026, and therefore a better performance of peso-denominated deposits is expected during the year.
Given that the Milei administration has introduced various measures to reduce Argentina’s fiscal deficit, BBVA Argentina has increased its focus on lending to the private sector as opposed to lending to the public sector.
After years of stagnation, loans denominated in Argentine pesos started to grow in real terms in the third quarter of 2024 and continued to grow throughout 2025. Since the second half of 2025, primarily as a result of high interest rates and the decrease of inflation, retail loans faced a downturn in their performance and NPL ratios started to increase. For the coming years we expect the retail and commercial segments to continue to grow in real terms. U.S. dollar-denominated loans which, at a commercial level, outperformed Argentine peso-denominated loans, are expected to continue to show a better performance than Argentine peso-denominated loans as a consequence of demand from exporters and companies seeking funding for long term projects.
In terms of funding, peso and foreign-denominated deposits showed different behaviors. While U.S. dollar-denominated deposits increased around 25%, fostered by the removal of foreign exchange controls for the retail segment, Argentine peso-denominated deposits grew at a slower pace, as the Central Bank ceased to issue money to finance the public deficit and was not active in building foreign exchange reserves. In 2025, the Bank continued to increase its market share in both U.S dollar- and Argentine peso-denominated deposits, supported primarily by a strong performance in commercial deposits.
BBVA Argentina seeks to continue to increase its loan and deposit market share in 2026.
Throughout 2025, BBVA Argentina continued to issue corporate bonds in the Argentine market, for a total outstanding principal amount of Ps. 246 billion and US$ 192 million as of December 31, 2025. Additionally, the Bank has established long term credit lines with local and international institutions, such as the IFC. We expect these funding sources to represent a greater share of our liabilities in the coming years.
Liquidity in our balance sheet in pesos and U.S. dollars remained strong, although at lower levels than in 2024 as a result of an increased demand for loans. We aim to continue to hold robust liquidity levels in 2026.
The Central Bank liquidity reserve requirements in Argentine peso have been tightened through the second half of 2025. We expect this trend to slowly start to revert in 2026 as demand for pesos grows, in the context of the new liquidity framework announced by the Central Bank in December 2025 (such as the “Deepening of the Monetary Aggregates Framework: 2026 Re-monetization Phase” initiative announced on December 15, 2025).
The Bank’s public sector debt portfolio has continued to decline as a percentage of the Bank’s total assets. Although we expect this trend to continue in coming years, the Bank will continue to hold public sector debt, as it fulfills liquidity buffer purposes.
BBVA Argentina continued to show strong levels of solvency in 2025 (with a total capital ratio under the rules of the Central Bank of 17.5% as of December 31, 2025), comfortably above minimum capital requirements. The Bank’s capital ratio decreased compared to 2024 due to growth of credit in real terms. While we believe this trend could continue in the coming years, the Bank seeks to continue to hold a safe capital position.
BBVA Argentina seeks to keep the strong pace it has shown during the last years in terms of customer growth (both commercial and retail) and its digitalization strategy, as the transformation process in which BBVA Argentina embarked a few years ago is a key component of our strategy. In this sense, BBVA Argentina expects to continue to focus on tools like Net Promoter Score, which provides us information regarding the degree of satisfaction of our customers with our service in order to continue to improve our services. Regarding our digitalization strategy, the accelerated adoption of digital tools by our customers that began in 2020, is already consolidated. We expect to continue to develop new features and tools to improve our customers’ financial health. These are developed collaboratively among the countries in which the BBVA Group platform has been implemented, generating global synergies in the development of new features and the response to market.
Trends related to climate change
There is an increasing concern over ESG and climate change matters, which may result, among others, in changes in consumer preferences and additional legislation and regulatory requirements. Further, climate-related disasters could result in market volatility, negatively impact customers’ ability to pay outstanding loans, result in the deterioration of the value of collateral or in insurance shortfalls or otherwise disrupt the operations of banks or the operations of their customers or third parties on which they rely. See “Item 3. Key Information—D. Risk Factors—The Bank is exposed to various risks in connection with climate change”.
Argentina continues to pursue the CO2 emissions reduction which began in 2015, although there is still a long way to go. A World Bank study showed droughts and floods as major climate risk factors in Argentina, due to their strong impact on agricultural output and poverty, respectively. The environmental agenda should include structural measures to achieve the challenging goals proposed in the Paris agreement.
E. Critical Accounting Estimates
Not Applicable.
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
A.Directors and Senior Management
Directors
The Bylaws of BBVA Argentina state that the Bank’s management is led by a board of directors consisting of a minimum of three and a maximum of nine directors, who are elected by the shareholders to hold such office for a period of three years and who may be re-elected (the “Board” or the “Board of Directors”). The Bylaws also provide for the appointment of alternate directors. According to the Bank’s Bylaws, the Board shall meet at least once per month.
The table below indicates the names of the current members of our Board, their present position in the Board, their business background and the date of expiration of the period for which they were elected. According to regulation, the members of the Board whose appointment expired in December 2025, will remain as members of the Board at least until the next shareholders’ meeting.
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Date of Birth |
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Present principal occupations and business experience |
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| Lorenzo de Cristóbal de Nicolás (*) |
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December 2026 |
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Chairman |
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11/29/1964 |
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Present principal occupation: regular director at BBVA Argentina.
Business experience: Head of Options Desk at Bank of America in Madrid and held various executive positions at BBVA, such as: Director of Global Portfolio Management; Head of Market Risks; Director of Guaranteed and Quantitative Funds and Investment Director at BBVA Asset Management.
Mr. de Cristóbal de Nicolás was elected Director in April 2022. |
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| Jorge Delfín Luna |
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December-2025 |
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First Vice Chairman |
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11/17/1958 |
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Present principal occupation: regular director at BBVA Argentina; PSA Finance Argentina Compañía Financiera S.A., Rombo Compañía Financiera S.A. and FCA Compañía Financiera S.A.
Business experience: Commercial Director of BBVA; Committee Director Member at BBVA Argentina; regional interior Manager at Banco de Crédito Argentino; Director Business Banking and Foreign Trade; General Manager and Vice President of BBVA Uruguay; General Manager of Easy Bank (BBVA Argentina); and regional Manager at Citibank.
Mr. Luna was elected Director in March 2017. |
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| Ignacio Javier Lacasta Casado |
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December 2025 |
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Second Vice Chairman |
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02/24/1962 |
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Present principal occupation: regular director at BBVA Argentina.
Business experience: Chairman at BBVA Forum (Chile Consumer Credit Society); Vice President at BBVA Peru; BBVA Provincial (Venezuela) and BBVA Chile and Director at BBVA Mexico. He held various executive positions at the BBVA Group, such as: Head of Business Monitoring, Deputy Director General, Retail Banking Manager and Country Manager at BBVA Chile.
Mr. Lacasta Casado was elected Director in April 2024. |
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| Adriana M. Fernández de Melero (*) |
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December 2025 |
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Regular Director |
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04/02/1961 |
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Present principal occupation: regular director at BBVA Argentina.
Business experience: in charge of Profitability Analyses and Financial Planning at Banco Español; Development and Planning Human Resources Manager at Banco de Crédito Argentino; Human Resources Administration Manager at BBVA Argentina; Organization Manager and Productivity at BBVA Argentina; Development Business Manager at BBVA Argentina; Director of Corporate Development and Transformation at BBVA Argentina; Presidential Advisor at Banco Provincia.
Ms. Melero was elected Director in March 2017. |
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| Ernesto Mario San Gil (*) |
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December 2026 |
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Regular Director |
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02/21/1957 |
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Present principal occupation: regular director at BBVA Argentina.
Business experience: independent Director and Member of the Audit Committee of Ternium Argentina S.A. (ex Siderar S.A.); Member of the Ad honorem Strategic Board of the Ministry of Modernization of the Argentine Nation; Director of IDEA; different positions in EY Argentina (formerly Ernst & Young and Arthur Andersen) including: Chief Strategy Officer (CSO), President and CEO, Member of the Executive Committee of the EY South America region, partner in charge of the Transactions practice, partner specialized in Financial Institutions.
Mr. San Gil was elected Director in April 2021. |
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| Gustavo A, Mazzolini Casas |
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December 2025 |
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Regular Director |
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03/27/1967 |
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Present principal occupation: regular director at BBVA Argentina.
Business experience: CFO at BBVA; Financial Staff Country Monitoring at BBVA; Chief Strategy and Finance Officer at BBVA; Chief Financial Officer at Banco Provincial (BBVA Group); Head of the Finance Area Coordination Department for the Latam Group at BBVA; Chief Financial Planning Officer at Credilogros Compañía Financiera; and Chief Financial Officer at Corp Banca Argentina.
Mr. Mazzolini was elected Director in March 2017. |
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| Gabriel Alberto Chaufán |
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December 2026 |
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Regular Director |
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02/14/1966 |
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Present principal occupation: regular director at BBVA Argentina, PSA Finance Argentina Compañía Financiera S.A., Rombo Compañía Financiera S.A. and FCA Compañía Financiera S.A.; Chairman at BBVA Seguros Argentina S.A. and Alternate Director at Volkswagen Financial Services Compañía Financiera S.A.
Business experience: Chairman at AVIRA, Committee Director Member at BBVA; Chairman and Chief Executive Officer at Consolidar ART, Consolidar Seguros, Consolidar Salud, Consolidar Retiro and Consolidar AFJP (undergoing liquidation proceedings), Pensions and Insurance Business Manager; Head of the Pension Business and all lines of Insurance (Life, Heritage, Life Annuities, Health) and Group Technical Manager.
Mr. Chaufán was elected Director in April 2019. |
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| Gustavo Fabián Alonso (*) |
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December 2027 |
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Alternate Director |
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07/02/1964 |
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Present principal occupation: alternate director at BBVA Argentina.
Business experience: Commercial Director; Director of Innovation and Development; Retail Product Manager; Manager of Means of Payment and Consumption; Manager of Strategic Alliances and Products; Marketing manager; Zone Manager; and Branch Manager Pilar, San Nicolás and Rosario, all at BBVA Banco Francés.
Mr. Alonso was elected Director in April 2022. |
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| Carlos Eduardo Elizalde |
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December 2027 |
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Alternate Director |
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06/12/1961 |
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Present principal occupation: alternate director at BBVA Argentina.
Business experience: Regional Banking Director of Global Latam Operations at BBVA; General Manager at AL-Rajhi Bank; free-lance consultant in Riyadh KSA Buenos Aires; General Director at Citigroup Miami; Regional Head for Latin America at Citigroup Miami; and Head of Regional Sales at Citigroup Buenos Aires.
Mr. Elizalde was elected Director in April 2023. |
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| Juan Christian Kindt |
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December 2027 |
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Alternate Director |
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11/14/1969 |
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Present principal occupation: alternate director at BBVA Argentina.
Business experience: various positions at BBVA Argentina, including Director of Business Development; Business Execution Manager; Segments and Business Manager; Commercial Channels, Telemarketing, and Customer Service Manager; Financing and Consumer Manager in Retail Banking; Regional Manager for the Metro South area; Territorial Regional Manager for Buenos Aires; and Branch Manager of the Comodoro Rivadavia branch.
Mr. Kindt was elected Director in April 2025. |
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(*)Qualify as independent directors according to the independence criteria set forth by General Resolution No. 622 of the CNV.
At the ordinary and extraordinary shareholders’ meeting held on April 28, 2023, Carlos Eduardo Elizalde was elected as Alternate Director.
On December 21, 2023, Gabriel Eugenio Milstein passed away. The Board of Directors on January 12, 2024 in replacement decided to appoint Gabriel Alberto Chaufán who was acting as Alternate Director, as Regular Director.
At the ordinary and extraordinary shareholders’ meeting held on April 26, 2024, Ignacio Javier Lacasta Casado was elected as Alternate Director.
At the ordinary and extraordinary shareholders’ meeting held on April 23, 2025, Ignacio Javier Lacasta Casado who served as Alternate Director, was appointed as a Regular Director. In addition, Juan Christian Kindt was elected as Alternate Director.
Senior Management
Our senior management consists of the Chief Executive Officer and those executive officers who have decision-making powers and who report directly to the Chief Executive Officer. As described below, the main members of our senior management are members of the Management Committee. The table below shows the names of our senior managers and the year of their appointment to such position, as well as their business background.
The senior managers are appointed for an indefinite period.
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Appointed
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Current Position |
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Date of Birth |
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Background and Business Experience |
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| Jorge Alberto Bledel |
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2024 |
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Chief Executive Officer |
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01/04/1980 |
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Work Experience: Director of Business Development for South America at BBVA Spain; Business Development Director, Digital Banking and Transformation Director, Innovation and Business Models Manager, Investment and Insurance Manager, Asset Management Manager, Portfolio Manager, all at BBVA Argentina; Director at Prisma Medios de Pago S.A., Volkswagen Financial Services Compañía Financiera S.A., Neón (Brazil) and Openpay (Mexico).
Mr. Bledel joined the Bank in 2001. |
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| Carmen Morillo Arroyo |
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2022 |
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Chief Financial Officer |
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03/14/1976 |
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Work Experience: Global Financial Planning & Performance discipline leader; Director of Planning and Management Control for Businesses in South America; Manager of Planning and Management Control of South American Banks; Financial Analyst; Business Banking Manager BBVA Spain.
Ms. Morillo Arroyo joined the Bank in 2022. |
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| Leandro Alvarez |
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2020 |
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Director, Engineering & Data |
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03/26/1970 |
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Work Experience: Head of Solutions Development at Business Development Officer, Assistant Manager of Channels & Application Architecture; Regional manager for Latin America for the technological replacement of the bank branch systems where BBVA has been present (BBVA Aplica SA) and Assistant Manager of Channels and Markets.
Mr. Alvarez joined the Bank in 1994. |
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| Pablo Hernan Jordan |
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2024 |
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Director, Business Banking |
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06/13/1977 |
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Work Experience: Chief Commercial Officer at BBVA Argentina since October 2021. Previously, he served as Business Coordination Manager, Territorial Manager, Commercial Banking Manager, Deputy Territorial Manager for Retail Banking, Territorial Commercial Assistant, VIP Executive and Individual Banking Officer, all positions at BBVA Argentina; Director at Volkswagen Financial Services Compañía Financiera S.A.
Mr. Jordan joined the Bank in 1998. |
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| Javier Lipuzcoa Serón |
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2025 |
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Director, Retail Banking |
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04/13/1984 |
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Work Experience: several positions at BBVA, including Head of European Expansion for Digital Banking, Head of Open Market Customer Solutions, and Global Head of Sales Force Solutions. He also served as Head of Platform Implementation and Planning for Global Architecture and IT Innovation, as well as Head of Strategy and Control for Global Architecture and IT Innovation. Additionally, he was a member of the advisory board at Datio Big Data. Prior to joining BBVA, he held various roles at McKinsey & Co.
Mr. Lipuzcoa Serón joined the Bank in 2025. |
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Appointed
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Current Position |
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Date of Birth |
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Background and Business Experience |
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| Vanesa Erica Bories |
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2024 |
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Director, Talent & Culture |
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07/27/1972 |
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Work Experience: Head of Compensation, Organization, Administration, Payroll, and SAE in the Talent and Culture Department; Head of Country Manager’s Office; Head of Investor Relations and Planning; Head of Commercial Intelligence; Head of Management Schemes and Network Analysis in the Business Development Management of the Commercial Department; all at BBVA Argentina.
Ms. Bories joined the Bank in 1997. |
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| María Verónica Incera |
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2023 |
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Director, Corporate & Investment Banking |
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05/14/1970 |
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Work Experience: Head of Global Clients in the United States, having corporate governance responsibilities for the BBVA NY Branch; Industry Banker for Consumers. Before joining BBVA, she worked for Credit Agricole in Argentina and New York, where she held various positions.
Ms. Incera joined the Bank in 2023. |
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| Gerardo Fiandrino |
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2015 |
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Director, Risks |
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11/11/1965 |
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Work Experience: retail banking director for South América at BBVA; wholesale banking director for South América at BBVA; retail risks manager at BBVA Argentina; wholesales and corporate manager at BBVA Argentina; admission and control manager at BBVA Argentina; control and operational risks manager at BBVA Argentina; director at Rombo Compañía Financiera S.A.; alternate director at PSA Finance Argentina Compañía Financiera S.A. and FCA Compañía Financiera S.A.; portfolio control manager at Banco de Crédito Argentino; and senior investment banking officer at Banco de Crédito Argentino.
Mr. Fiandrino joined the Bank in 1992. |
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| Eduardo González Correas |
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2017 |
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Director, Legal Services |
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03/07/1982 |
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Work Experience: Legal manager Banking Business, Corporate & Investment Banking at BBVA Argentina; Legal Assistant Manager Corporate & Investment Banking at BBVA Argentina; lawyer Legal Assistant Management Corporate & Investment Banking at BBVA Argentina; lawyer at Estudio Jurídico Allende & Brea; lawyer at Estudio Jurídico Pérez Alati, Grondona, Benites, Arntsen & Martínez de Hoz (h).
Mr. González Correas joined the Bank in 2008. |
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| Beatriz Francia Guerrero |
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2025 |
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Chief Internal Control and Compliance Officer |
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11/12/1981 |
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Work Experience: Head of Regulation, Internal Control and Compliance at BBVA Uruguay; Head of the Customer Compliance Discipline, before Responsible for the Customer Compliance subunit, both in the Global Compliance Unit, within the Regulation and Internal Control Area; Regulatory Compliance Team Leader; Technician at the Bastanteos, Oficios and Testamentary Center, all at BBVA.
Ms. Francia Guerrero joined the Bank in 2025. |
The service agreements of the directors and the executive officers of the Bank do not provide for benefits upon termination of employment except as described in “—B. Compensation” below.
B.Compensation
The Bank has a Nomination and Remunerations Committee which was created on March 30, 2009. Its members must be directors with no executive functions and the presidency will be exercised by an independent director. Its main functions are to provide assistance to the Board in all issues regarding compensation policies and other benefits. Moreover, it is also in charge of stating the terms and conditions for the selection and hiring of the key principal executives of the Bank.
As of the date hereof it consists of (i) Gabriel Chaufán; (ii) Jorge Delfín Luna; (iii) Adriana Fernández de Melero, (iv) Ernesto San Gil, (v) Lorenzo de Cristóbal de Nicolás, (vi) Javier Pérez Cardete and (vii) Ignacio Javier Lacasta.
The aggregate amount of compensation paid by the Bank and its subsidiaries during the fiscal year ended December 31, 2025 to all directors and officers for services in all capacities, including salaries and bonuses, was Ps.11,224,435 million. This amount also included compensation accrued during 2024 and paid in 2025. Disclosure of the directors individual compensation is not required under Argentine law. Moreover, Argentine legislation requires approval of an aggregate amount of Director’s compensation in the annual ordinary shareholders’ meeting.
During the fiscal year ended December 31, 2025 and 2024, the Bank did not pay, set aside or accrue any amount as contribution to pension plans.
C.Board practices
Our corporate governance system is based on the distribution of functions between the Board and the several committees described below.
Supervisory Committee
The primary responsibilities of the Supervisory Committee are to monitor management’s compliance with Argentine corporate law, the Bylaws, the Bank’s internal regulations, if any, and the shareholders’ resolutions. It also performs other functions, including, but not limited to: (i) attending meetings of the Board, the Management Committee and shareholders’ meetings, (ii) calling extraordinary shareholders’ meetings when deemed necessary and ordinary and special shareholders’ meetings when not called by the Board, and (iii) investigating written complaints of shareholders. In performing these functions, the Supervisory Committee does not control our operations or assess the merits of the decisions made by the directors.
The Supervisory Committee has unlimited access to our books and records and a right to request as much information as necessary for the performance of its duties.
At the ordinary and extraordinary shareholders’ meeting of BBVA Argentina held on April 23, 2025, the following members were appointed to the Supervisory Committee:
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Expiration of term |
| Regular |
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Gonzalo José Vidal Devoto |
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December 31, 2025 |
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Vanesa Claudia Rodríguez |
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December 31, 2025 |
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Marcelino Agustín Cornejo |
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December 31, 2025 |
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| Alternate |
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Lorena Claudia Yansenson |
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December 31, 2025 |
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Magdalena Laudignon |
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December 31, 2025 |
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Julieta Paula Pariso |
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December 31, 2025 |
Both the regular and alternate members of the Supervisory Committee as of December 31, 2025 had represented, in their capacity as lawyers, to the Bank that: (a) they performed or were prepared to perform the function of legal advisors with the professional independence required by technical resolution No. 15 of the Argentine federation of professional councils in economic sciences; (b) they were members of Biscardi & Asociados S.R.L. and qualified as “independent” according to General Resolution No. 622 (New Text 2013), and (c) they disclosed all the information required by the CNV regarding their professional relations with the Bank.
Below is some background information of the current members of the Supervisory Committee.
•Gonzalo José Vidal Devoto: Lawyer, member of Biscardi & Asociados S.R.L.; regular member of the Supervisory Committee of Banco BBVA Argentina S.A.; Bimbo de Argentina S.A.; Rombo Compañía Financiera S.A.; PSA Finance Argentina Compañía Financiera S.A.; Volkswagen Financial Services Compañía Financiera S.A.; FCA Compañía Financiera S.A.; BBVA Broker S.A.; BBVA Consolidar Seguros S.A; Consolidar AFJP (undergoing liquidation proceedings); Centro Automotores S.A.; Centro del Norte S.A.; Cormasa S.A.; Courtage S.A.; Orazul Generating S.A.; Orazul Energy Southern Cone S.R.L.; INC S.A.; Plan Rombo S.A. de Ahorro para Fines Determinados; Santista Argentina S.A.; VTV Norte S.A.; Banco de Servicios Financieros S.A.; Alimentos Valente Argentina AVA S.A.; Rombo Compañía Financiera S.A.; Renault Argentina S.A.; VTV Metropolitana S.A.; Bimbo Frozen Argentina S.A. and Metalurgica Tandil S.A. He serves as an alternate member of the supervisory committee in: Consultatio Asset Management Gerente de Fondos Comunes de Inversión S.A.; Volkswagen Financial Services Compañía Financiera S.A.; Orazul Energy Cerros Colorados S.A. and Industrial Asset Management Sociedad Gerente de Fondos Comunes de Inversion S.A.
•Vanesa Claudia Rodríguez, Senior Lawyer at Biscardi & Asociados S.R.L. (she is in charge of the corporate law area of the firm); regular member of the Supervisory Committee of Banco BBVA Argentina S.A.; Rombo Compañía Financiera S.A. and PSA Finance Argentina Compañía Financiera S.A. From her position at Biscardi & Asociados S.R.L., she advises firms such as Compañía de Alimentos Fargo S.A., GDC Argentina S.A., Pandurata Argentina S.A., Daikin Air Conditioning Argentina S.A. (among others), in all matters related to corporate advice for companies. She worked at the Sáenz Valiente & Asociados Law Firm as a lawyer, and later as an associate, advising clients such as Grupo Clarín, Cablevisión S.A., Artear and AGEA, among others. Mrs. Rodríguez graduated from the National School of Commerce of Formosa with the title of commercial expert and later graduated as a lawyer at the Universidad Católica Argentina with diploma of honor. She specialized in Corporate Law at the Universidad Notarial Argentina, also pursuing postgraduate degrees at UADE and at the Universidad Católica Argentina. She also completed the Master of Laws at New York University (NYU), being admitted to practice law in the state of New York. She is a Professor of Private International Law at the Universidad Católica Argentina and UCES, a professor in Compliance specialization courses and a member of the Institute of Private International Law of the Bar Association of Buenos Aires.
•Marcelino Agustín Cornejo: Lawyer, member of Biscardi & Asociados S.R.L.; Academic Director of the Diploma in Public Management UNAB; Constitutional Law Teaching Assistant; Legal representative at Estudio Arrizabalaga, Biscardi & Asociados; INSSJP Legal Technical Secretary. He currently holds the position of regular member of the Supervisory Committee at: Banco BBVA Argentina S.A.; BBVA Broker S.A.; BBVA Consolidar Seguros S.A.; Consolidar AFJP S.A. (undergoing liquidation proceedings); Rombo Compañía Financiera S.A.; Volkswagen Financial Services Compañía Financiera S.A.; Compañía de Alimentos Fargo S.A. He serves as deputy member of the Supervisory Committee at PSA Finance Argentina Compañía Financiera S.A. and FCA Compañía Financiera S.A. Mr. Marcelino Agustin Cornejo studied Law with a focus on Public Administrative Law at the Universidad de Buenos Aires, completed a master’s degree in Economic Administrative Law (UCA) and obtained a specialization in Constitutional Law (UCASAL).
•Julieta Paula Pariso: Lawyer, member of Biscardi & Asociados S.R.L.; alternate member of the Supervisory Committee of: Banco BBVA Argentina S.A.; BBVA Broker S.A.; Consultatio Asset Management Gerente De Fondos Comunes De Inversión S.A.; Daikin Air Conditioning Argentina S.A.; Rombo Compañía Financiera S.A.; BBVA Consolidar Seguros S.A.; Centro Automotores S.A.; Centro del Norte S.A.; Consolidar AFJP S.A. (undergoing liquidation proceedings); Cormasa S.A.; Courtage S.A.; Orazul Energy Cerros Colorados S.A.; Orazul Generating S.A.; Orazul Energy Southern Cone S.R.L.; Industrial Valores S.A.; Metalúrgica Tandil S.A.; Plan Rombo S.A. De Ahorro Para Fines Determinados; Renault Argentina S.A.; Rombo Ahorro S.A. De Ahorro Para Fines Determinados; Santista Argentina S.A.; VTV Norte S.A.; Banco de Servicios Financieros S.A.; VTV Metropolitana S.A.; INC S.A. Industrial Asset Management Sociedad Gerente de Fondos Comunes de Inversión S.A. and Volkswagen Financial Services Compañía Financiera S.A.
•Lorena Claudia Yansenson: Lawyer, member of Biscardi & Asociados S.R.L.; alternate member of the Supervisory Committee of Banco BBVA Argentina S.A.; Bimbo de Argentina S.A.; Rombo Compañía Financiera S.A.; BBVA Broker S.A.; Consolidar Seguros S.A.; Consolidar AFJP S.A. (undergoing liquidation proceedings); Centro Automotores S.A.; Centro del Norte S.A.; Cormasa S.A.; Courtage S.A.; Orazul Generating S.A.; Orazul Energy Southern Cone S.R.L.; INC S.A.; Plan Rombo S.A. de Ahorro para Fines Determinados; Renault Argentina S.A.; Santista Argentina S.A.; VTV Norte S.A.; Banco de Servicios Financieros S.A.; Alimentos Valente Argentina AVA S.A.; VTV Metropolitana S.A.; Bimbo Frozen Argentina S.A. and Metalurgica Tandil S.A.
•Magdalena Laudignon: Lawyer in the litigation department at Biscardi & Asociados S.R.L.; alternate member of the Supervisory Committee of Banco BBVA Argentina S.A. and Volkswagen Financial Services Compañía Financiera S.A. Miss Laudignon received a Bilingual Bachelor’s degree with a Humanities Orientation from Highlands School. She later received her law degree from the Argentine Catholic University, where she also completed a Master’s Degree in Civil Property Law.
There are no agreements between the Bank and its directors, members of the Supervisory Committee or main executives, as a consequence of which the directors, members of the Supervisory Committee or main executives might have interests in opposition to those of the Bank, according to the provisions of Article 272 of the Argentine Companies Law.
Audit Committee
According to the Board’s resolution dated June 29, 2021, BBVA Argentina has an Audit Committee to comply with the provisions set out by the Central Bank in its Communication “A” 6552 and the standards of Law No. 26,831 as modified by Law No. 27,440, whose current composition is as follows:
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Members: |
Adriana Fernández de Melero |
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Ernesto San Gil |
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Ignacio Javier Lacasta Casado |
According to Section 303A.07(b) of the NYSE Listed Company Manual, all of the members of the Audit Committee must be “independent”. Moreover, according to Law No. 26,831 the Audit Committee must consist of at least three members of the Board, the majority of whom should be independent directors. Each of the members of the Audit Committee qualify as an independent director according to the independence criteria set forth by General Resolution No. 622 of the CNV.
The Audit Committee meets once a month. In each of these meetings, the Audit Committee shall be in charge of assisting the Board of Directors in the monitoring of the internal control environment and in the validation of existing facts or circumstances and improvement of controls covering the main risks of the Bank, financial statements, external auditors, directors’ fees, transactions with related parties and conflicts of interest.
The Audit Committee’s duties are set forth below:
1.Internal Control Environment and Financial Statements:
•Monitor the proper operation of internal controls and the development and publication of the administrative and accounting system.
•Ensure the consistency and integrity of all the documentation provided to the market.
•Evaluate observations on internal control weaknesses found by auditors and by comptroller bodies.
•Submit to the Board, at the time of publication of the year-end financial statements, a report on the status of the internal control system.
•Know and monitor the internal control environment and the controls that cover the main risks to which the Bank is exposed.
•Hold meetings with the Management Division for the purpose of reporting on the Bank’s exposure to the relevant risks.
•To know the results of the reports that the Bank’s Supervisory Committee and the different control committees established by the Central Bank issue in compliance with their duties.
•To engage independent counsel and other advisors as it deems necessary to carry out its duties, for which the Bank shall ensure that the Audit Committee has sufficient funding.
2.Internal Audit:
•Propose to the Board the selection, appointment, re-election and separation of the person responsible for the Internal Audit duty, on the basis of the candidates shortlisted within the executive scope by the Talent and Culture area.
•Oversee the independence, effectiveness and development of the Internal Audit function.
•Review and approve the annual work program and the reports issued by the Bank’s internal audit area, as well as its level of compliance, ensuring that it has adequate resources to carry out its duties and functions in the entity.
•Ensure that the Internal Audit is provided with the material and human resources necessary for the effective discharge of its functions, both in terms of staff, as well as material elements, systems, procedures and performance manuals.
•Analyze and, where appropriate, approve the annual work plan of the Internal Audit, as well as those additional plans of an occasional or specific nature to be implemented for reasons of regulatory changes or for the needs of the Bank’s business organization.
•Receive monthly information from the head of the Internal Audit on the activities carried out, as well as on incidents and obstacles that may arise and verify that the Senior Management takes into account the conclusions and recommendations of its reports. Similarly, monitor such plans, with the possibility to delegate to the Chairman the performance of preparatory tasks to facilitate the work of the Committee. In the event of substantial deviations in the timing of the implementation of the actions provided for in the plans, or in the scope of the reviews, the Audit Committee shall be informed of the reasons for such deviations by submitting for approval such amendments as may be appropriate to the plans of the Internal Audit. Notwithstanding the foregoing, the head of the Internal Audit shall also report to the Board in full, as often as appropriate, on the activities carried out by the Internal Audit department.
•To know the degree of compliance by the audited units with the corrective measures recommended by the Internal Audit in previous actions, and to report to the Board of Directors cases that may pose a relevant risk to the Bank.
•The Committee shall be informed of irregularities, anomalies or non-compliances that the Internal Audit department has detected in the course of its proceedings, provided that they are relevant. “Relevant” means those that may cause significant and material impact or damage to the Bank’s assets, results, or reputation, the assessment of which shall be at the discretion of the Internal Audit department.
3.External Audit:
•Review the external auditors’ plans, assess their performance and provide an opinion thereon in its Annual Management Report.
•Analyze the reasonableness of the fees billed by external auditors.
•Request the external auditor to report to the Audit Committee any relevant fact that has a significant impact on the Bank’s assets, results, or reputation, or that constitutes a relevant weakness in its internal controls.
•Meet with management and external auditors to discuss the annual and interim financial statements.
•Provide the mechanisms for the reports to be presented by the external and internal auditors of financial institutions to be presented in a timely manner.
•When shareholders representing not less than 5% of the share capital, request the Bank to appoint an external auditor proposed by them for the performance of one or more particular tasks, the Audit Committee shall previously issue an opinion and inform the CNV.
4.Issuance and Share Plans and Acquisition of Own Shares, Directors´ Fees:
•Give an opinion and make it public, on the compliance with legal requirements and on the reasonableness of the conditions for the issuance of shares or convertible securities in the event of a capital increase with exclusion or limitation preferred subscription rights.
•Issue a report prior to any decision of the Board of Directors to acquire the Bank’s own shares.
•Give an opinion on the reasonableness of the proposals made by the Board of Directors on fees and stock options plans for the Bank’s directors and managers.
5.Transactions with Related Parties and Conflict of Interest:
•Ensure that transactions between related parties are carried out in accordance with the provisions of Law No. 26,831, issuing an informed opinion regarding transactions with related parties in the established and specifically required cases.
•It shall immediately provide the market with full information on transactions in which there is or may be a conflict of interest between the Bank and members who participate in the corporate bodies or controlling shareholders of the Bank.
6.Standards of Conduct:
•Investigate the irregular behavior or that which may not be in conformity with the applicable regulations or with the BBVA Argentina Code of Conduct.
•Review the Bank’s rules of conduct, ensure that they are properly disseminated to all the Bank’s staff and verify compliance with those rules of conduct.
•Establish procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls or auditing matters, and for the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.
7.Action Plan and relationship with regulatory authorities:
•Annually present an action plan for the year, which will be submitted to the Board of Directors and the Supervisory Committee within 60 calendar days from the beginning of the financial year, in which it shall inform the treatment given during the year to the questions within its competence as provided for in Article 18 of Chapter III of the CNV Rules.
•Maintain constant communication with the Superintendence’s officers responsible for the control of the Bank in order to know their concerns, the problems detected in the inspections carried out and the actions for their solution.
All directors, members of the Supervisory Committee, managers and external auditors must, at the request of the Audit Committee, attend its sessions and cooperate with it, facilitating its access to such information as may be available to them. In order to ensure a more appropriate exercise of the powers and duties contemplated herein, the Audit Committee may request the advice of lawyers and other independent professionals and retain their services for the account of the Bank within the budget allocated for such purposes by the shareholders’ meeting. The Audit Committee shall have access to such information and documentation as it may deem necessary in order to comply with its obligations.
Nomination and Remunerations Committee
According to the Board’s resolution dated January 12, 2024, the composition of the Bank’s Nomination and Remunerations Committee is as follows:
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Members: |
Adriana Fernández de Melero |
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Jorge Delfín Luna |
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Gabriel Alberto Chaufán |
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Guest members: |
Vanesa Bories |
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Eduardo González Correas |
Its main purpose is to provide information and advice regarding the nomination and compensation of directors and executive officers. Its main functions are to:
•establish the requirements for the appointments of directors and executive officers;
•approve training programs for directors and executive officers;
•approve policies and criteria for the evaluation of performances of directors and executive officers;
•annually inform the Board of Directors of the criteria enforced to determine the compensation of directors and executive officers; and
•state the policies for the promotion, layoff, suspension and retirement of directors and executive officers.
Special Committees of the Bank’s Management
The Bank has the following special committees:
•Management Committee
As of the date of this annual report, the Management Committee consists of: (i) Jorge Alberto Bledel; (ii) Pablo Hernan Jordan; (iii) Javier Lipuzcoa Serón; (iv) Vanesa Bories; (v) Carmen Morillo Arroyo; (vi) Gerardo Fiandrino; (vii) Leandro Alvarez; (viii) María Verónica Incera; (ix) Eduardo González Correas and (x) Beatriz Francia Guerrero.
The obligations of the Management Committee are to: (i) establish the business and investment strategies, the general risks policies, and the human resources policies of the Bank and cooperate with the General Manager in their implementation; (ii) delegate powers to other officers; (iii) analyze and approve the general annual budget, monitor its evolution and determine corrective measures according to internal and market variables and (iv) create business synergies with other companies of the BBVA Group.
The Management Committee meets monthly.
•Information Technology Committee
The Information Technology Committee assists the Board of Directors to oversight the technological risk and cybersecurity management and in monitoring the technological and cybersecurity strategy and is responsible for the institutional treatment of the policies, goals and planning of the information systems area, and as of the date of this annual report consists of: (i) Leandro Alvarez; (ii) Gabriel Alberto Chaufán; (iii) Adriana María Fernández de Melero; (iv) Analía González; (v) Daniel Neme; (vi) Atilio Lucarelli; (vii) Alejandro Baccino; (viii) Marcelo Palmero; (ix) Lucía Femminella; (x) Lucrecia Eiriz; (xi) Ariel Barrios and (xii) Gabriela Molinengo. The Information Technology Committee meets quarterly.
•Disclosure Committee
As of the date of this annual report, the Disclosure Committee consists of: (i) the Chief Financial Officer, Carmen Morillo; (ii) the legal services director, Eduardo González; (iii) the accounting manager, Carlos Reinaudo; (iv) the ALM country Head, Diego Cesarini; (v) the Investor Relations Front Manager I, Belén Fourcade; (vi) the risks director, Gerardo Fiandrino; (vii) the Head of Secretary of the Board of Directors, Gabriela Verónica Valdez.
The general functions of the Disclosure Committee are to ensure, with respect to all information to be disclosed by the Bank to its shareholders, to the markets where its shares are listed and to the regulatory entities of said markets, (i) that the information required to be disclosed to the public (whether directly or through regulatory bodies) is recorded, processed, summarized and reported accurately and in a timely manner and (ii) that such information is collected and communicated to managers and directors in due time and form in order to take appropriate decisions on the required information.
The Disclosure Committee meets quarterly or as otherwise necessary.
•Asset Laundering and Terrorism Financing Prevention Committee
The Asset Laundering and Terrorism Financing Prevention Committee as of the date of this annual report consists of: (i) two directors, Gabriel Alberto Chaufán, who is the compliance officer on money laundering prevention before the anti-money laundering organism (Unidad de Información Financiera) and Gustavo Alberto Mazzolini; (ii) the compliance director, Beatriz Francia Guerrero; (iii) the official in charge of the compliance area processes, Leonardo Rojas and (iv) the responsible for the money laundering prevention area, Federico Maliandi.
In order to comply with its control and prevention purposes, the Asset Laundering and Terrorism Financing Prevention Committee assumes the following responsibilities:
-to deal with all matters related to the prevention of terrorism assets laundering and financing;
-to define operational policies and continuously monitor their degree of advancement; and
-to assign duties to the different areas involved.
Each member assumes the following functions:
-to render his or her area of activity more sensitive as to the importance of preventing terrorism assets laundering and financing;
-to detect any relevant situation which may occur in his or her area;
-to analyze any new product or service and evaluate potential asset laundering risks; and
-to assume the necessary commitments in his or her area in order to implement prevention systems in coordination with the officer responsible for asset laundering prevention.
The Asset Laundering and Terrorism Financing Prevention Committee meets every three months, or extraordinarily whenever the coordinator should deem it convenient due to the existence of relevant matters to be discussed.
Not later than five business days prior to any meeting the regulatory compliance director shall discuss with the secretary the agenda to be discussed at the meeting, and the secretary will submit such agenda to the members of the committee.
•Compliance Committee
The Compliance Committee consists of: (i) the executive director, Jorge Alberto Bledel; (ii) the compliance director, Beatriz Francia Guerrero; (iii) the Business Banking director, Pablo Hernán Jordan; (iv) the Chief Financial Officer, Carmen Morillo; (v) the legal services director, Eduardo González; (vi) the risks director, Gerardo Fiandrino and (vii) the internal audit director, Ana Karina Ortiz Cuéllar, who attends as an observer with voice but without vote.
The main functions of the Compliance Committee are to:
-set action plans and continuously review their progress;
-contribute to preserve the corporate integrity of BBVA Argentina, ensuring the effective application of the Code of Conduct and the Regulations of Conduct in the Capital Markets;
-encourage and promote a culture of ethics and integrity, promote the adoption of necessary measures to resolve queries, concerns, suggestions in relation to compliance and application of the Code of Conduct as well as ethically questionable actions that may arise in the context of the Bank’s operations;
-promote and monitor the operation and effectiveness of the Whistleblower Channel and the review of its most significant cases;
-ensure compliance with the provisions of the Protection of Users of Financial Services, considering the claims submitted by users and adopting actions that mitigate their occurrence;
-assume the necessary commitments and agree on actions to carry out prevention systems, in coordination with the Responsible for Asset Laundering and Terrorism Financing Prevention; and
-promote training and raise awareness about the importance of compliance with the Code of Conduct and the Compliance Committee’s actions.
The Compliance Committee meets on a monthly basis.
•Risk Management Committee
This committee consists of the risks director, the retail risk and process transformation manager, the wholesale risks manager, the internal risk control manager, a member of Internal Risk Control as Technical Secretary, the manager of financial risks and reporting, all of them as permanent participants; the Head of the subject area; the C&IB Director and/or the Manager of Global Transactional Banking and/or the Manager of Global Markets Argentina; the Commercial Director and/or the Retail Coordination Manager and/or the Business Coordination Manager; all of them as guests and the Business Development Director and/or the Business Implementation Manager as lecturer.
The main purpose of the Risks Management Committee is to:
-approve client transactions that exceed the powers granted to the Retail Risk Management and/or Recoveries units;
-approve refinancing, cancellations and penalties for individual or corporate clients;
-approve the retail portfolio transactions (risks concerning means of communications, public importance, political party officials, trade unions or associated companies of the Bank or its members);
-treat the proposal for delegation of powers that will then be submitted to the Board for approval;
-approve the Specific Risk Management Framework annually and periodically monitor the evolution of the metrics defined therein;
-define and approve the manuals, policies, practices and procedures to identify, evaluate, measure and handle the risks to which the entity is exposed to (credit, market, structure, liquidity, operational risks, among others);
-approve rating tools and models and campaigns of pre-approved items or massive campaigns);
-review and process proposals for strategic regulations (e.g., guidelines regarding regulatory development and governance, risk appetite, specific risk management frameworks, write-offs/remediation, Internal Capital Adequacy Assessment Process (ICAAP), and recovery plans), first-level risk management policies. delegation schemes (establishing criteria for delegated authority and decision-making scopes) or stress test results, in all cases for approval by the Board of Directors;
-call the Crisis Committee if necessary;
-submit to the Board those issues required by the local regulator;
-presentation and analysis of periodic management reports, which must subsequently be submitted to Senior Management and the Board. These reports should include the main aspects of the management of all the risks of the entity;
-approve quarterly the prioritization of SDA projects (Intradominium refinement);
-monthly review of IFRS 9 sanitation according to IFRS 9 methodology;
-ensure the promotion of a risk culture;
-approve temporary grants of power (for a 30-day period), which granting must subsequently be ratified by the Board of Directors;
-approve portfolio sale processes and their results, as well as the disposal of assets held in lieu of debt; and
-monitor on a semi-annual basis any requirements that may arise within the RMC (Risk Management Committee)
•Risks Committee
The Risks Committee advises the Board of Directors on matters related to the oversight and approvals required with respect to the management of various types of risks faced by BBVA Argentina in its ordinary course of business. This advice is given in accordance with corporate governance best practices, in particular, the regulations of the Central Bank and the principles set forth by the BBVA Argentina Group. The Risks Committee is composed of a minimum of two and a maximum of three directors, the majority of whom possess experience in risk management practices; the Executive Director of Internal Control and Compliance; and the Chief Risk Officer, who attends with the right to speak but not to vote.
The main responsibilities of the Risks Committee are the following:
–Review and propose the Bank’s Annual Risk Appetite Framework, which must incorporate the qualitative Risk Appetite Statement and its quantitative transformation through a series of risk indicators.
–Establish risk management policies and regulations within the Board’s purview, ensuring their proper dissemination among management bodies and their periodic review and update.
–Ensure that the Bank is equipped with the appropriate means, systems, structures, and resources to comply with its principles in this area.
–Conduct formal and periodic monitoring of the Bank’s risk profile to ensure that its evolution and trends are consistent with the Board’s objectives or, that pertinent corrective measures are taken.
–Monitor Senior Management activities regarding the management of credit, market, liquidity, operational, structural, concentration, and reputational risks, among others.
–Propose tolerance levels for each risk type to the Board and monitor compliance with the action plan linked to the BCRA’s “Guidelines for Risk Management in Financial Institutions”.
–Review the preliminary ICAAP report.
In this regard, the Risk Committee is responsible for overseeing the proper management of the credit, liquidity, market, interest rate, operational and concentration risks. The Risks Committee must analyze, review, oversight, provide adequate support and assistance to the Board with respect to these risks, facilitating the Board’s fulfilment of its objectives and related responsibilities.
The Risks Committee must have a Secretary, who may be the Secretary of the Board or their designee. The Risks Committee meets bimonthly. Additional meetings may be convened as circumstances require and at the proposal of any of its members.
•Corporate Assurance Committee
As of the date hereof, the Corporate Assurance Committee consists of the executive director as Chairman, the members of the Management Committee as permanent participants and the Secretary of the Committee, which is the non-Financial Risk Manager.
The main functions of this committee are:
–to promote and ensure the effectiveness of the control model and the necessary culture of transparency and self-criticism;
–to ensure the implementation and maintenance of the corporate assurance model within the BBVA Group entities;
–to prioritize control weaknesses identified by the expert areas and the internal audit bureau regarding adequacy, appropriateness and timeliness of the proposed remedial actions;
–to ensure that experts activities are carried out with self-criticism and transparency;
–to understand, evaluate, and assign responsibilities for managing risks that are submitted for consideration;
–to give timely follow up on agreed action plans to mitigate risks;
–to communicate to specialists and business units all decisions;
–to promote awareness of the operational risk model, as well as the dissemination of corporate policies governing the matter;
–to solve and take decisions regarding the operational risk, required by its materiality or importance;
–to ensure the implementation of the operational risk model and facilitate proper management for operational risks related to BBVA Argentina business;
–to supervise the proper implementation of tools and model methodology; and
–to deal with any matter that enhances the quality and reliability of BBVA Argentina internal controls and its affiliated companies.
Meetings of the Corporate Assurance Committee may be ordinary and extraordinary. The former, are held on a quarterly basis, summoned in advance by the secretary. The latter are held when summoned by the secretary or upon the request of one or more members of the committee when special circumstances so require it.
•Assets and Liabilities Committee
The Assets and Liabilities Committee consists of: (i) the executive director, Jorge Alberto Bledel; (ii) the retail banking director, Javier Lipuzcoa Serón; (iii) the Chief Financial Officer, Carmen Morillo Arroyo; (iv) the risks director, Gerardo Fiandrino; (v) the business banking director, Pablo Hernán Jordan; (vi) the corporate & investment banking director, María Verónica Incera; (vii) the Financial Management Manager, Diego Cesarini, all of them as permanent participants; (viii) the BBVA Research director, Marcos Dal Bianco; and (ix) the financial risks and reporting manager, Ezequiel Bulos, all of them as guests.
The main functions of this committee are:
-to monitor macroeconomic variables;
-to analyze and discuss domestic and foreign market conditions and forecast any potential impact on the Bank’s structural risks;
-to monitor and control limits and liquidity alerts, rates, change position and market risks, both internal and regulatory, and to define corrective actions if necessary;
-to analyze the historical evolution and projection of the balance sheet, deviations from budget, and comparison against the market and competition;
-to monitor the Bank’s excess liquidity, comparison of market and analysis of stress scenarios;
-to determine the resource allocation strategy;
-to determine price and products policy for assets and liabilities;
-to monitor the Bank’s financial margin and its main deviations;
-to determine the strategy to be applied for investments and surplus;
-to analyze risks associated with investments in the public sector;
-to analyze the historical and projected evolution of the capital position and projected dividends of the Bank; and
-to order financial or other analyzes deemed necessary to optimize management of the items mentioned above.
This committee meets on a monthly basis.
Also in compliance with resolutions of the Central Bank or other controlling bodies, the Bank has appointed different officers responsible for specific subjects, as detailed below:
-Responsible for Foreign Exchange Positions (Communication “A” 4246 BCRA)
Main Responsible Officer: Christian Angel Cavanagh Campos
Alternate Responsible Officer: Sofía Tedin
-Responsible for Foreign Exchange Control (Communication “A” 4246 BCRA)
Main Responsible Officer: Diego Rannazzo
Alternate Responsible Officer: Adolfo César Martinez Luque
-Responsible for costumer services in compliance with Communication “A” 5388 of BCRA,
Responsible Manager: Jorge Delfín Luna
Main Responsible Officer: Leonardo Daniel Rojas
Alternate Responsible Officer: Beatriz Francia Guerrero / Carolina Noelia Guevara
-Responsible for the Liquidity Policy (Communication “A” 2879 BCRA):
Main Responsible Officer: Diego Cesarini
-Responsible for Information Systems (Communication “A” 2593 BCRA)
Main Responsible Officer: Carmen Morillo Arroyo
Alternate Responsible Officer: Javier Lipuzcoa Serón
-Responsible for Market Relations (Law No. 26,831)
Main Responsible Officer: Eduardo González Correas / Carmen Morillo Arroyo
Alternate Responsible Officers: Rocío Carreras / Diego Cesarini
-Compliance Officer on Money Laundering Prevention (Communication “A” 5004 BCRA):
Main Responsible Officer: Gabriel Alberto Chaufán
Alternate Responsible Officer: Gustavo Alberto Mazzolini Casas
-Security Responsible for Financial Entities (Communications “A” 5120 and 5132 BCRA)
Main Responsible Officer: Juan Antonio Calderón
Alternate Responsible Officer: Victor Fabian Garibotto
Advisors
All internal legal advice is provided to the Bank by its own legal services department.
D.Employees
The following table shows the breakdown of our full-time payroll employees as of December 31, 2025, 2024 and 2023:
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As of December 31, |
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2025 |
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2024 |
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2023 |
| Main office |
4,429 |
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4,053 |
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3,795 |
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| Branches |
2,260 |
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2,236 |
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2,214 |
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| Total |
6,689 |
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6,289 |
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6,009 |
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Our employees are represented by a national bank union with optional membership. As of December 31, 2025, 2,305 employees were unionized. The union negotiates a collective bargaining agreement to establish minimum salaries for all of its members. We have not experienced any conflicts with the union for over 20 years and we consider relations with our employees to be satisfactory.
We have a personnel Training and Development Department, which is in charge of the training of all of the Bank’s employees. This includes in-house training courses and seminars in all areas: Operations, Technology and Business (Branches, Corporate Banking). We provide bonuses to individual employees on a discretionary basis, taking into consideration individual merit and overall profit levels. We do not have a formal profit-sharing plan.
The Bank does not employ a significant number of temporary employees.
E.Share Ownership
As of February 28, 2026, none of our directors or senior executives owned shares or options on shares of BBVA Argentina.
F.Disclosure of a registrant’s action to recover erroneously awarded compensation
Not applicable
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
A.Major Shareholders
The following table sets forth certain information regarding the beneficial ownership of our ordinary shares as of February 28, 2026, by each person who, to our knowledge, beneficially owned more than 5% of our ordinary shares as of such date. These persons do not have different voting rights.
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Ordinary Shares Beneficially Owned at February 28, 2026 |
| Beneficial Owner |
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Number of Shares |
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Percentage of Shares
Outstanding
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| Banco Bilbao Vizcaya Argentaria S.A. |
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245,154,707 |
|
40.0 |
% |
BBV América SL (1) |
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160,110,585 |
|
26.1 |
% |
The Bank of New York Mellon (2) |
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96,630,900 |
|
15.8 |
% |
| Administración Nacional de Seguridad Social |
|
48,487,648 |
|
7.9 |
% |
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(1)BBV América SL, is under the control of BBVA.
(2)As holder agent of ADSs.
Our capital stock at December 31, 2025 was 612,710,079 shares. As of such date, BBVA had an equity interest in the Bank of 66.55%.
We are a corporation registered under Argentine law whose shareholders restrict their liability to the shares they have subscribed and paid-in under the Argentine Companies Law. Therefore, and in terms of Law No. 25,738, no shareholder of the Bank, whether foreign or local, is liable beyond such paid-in shares for obligations deriving from transactions made by the Bank.
We are unaware of any arrangements the operation of which may, at a subsequent date, result in a change of control of BBVA Argentina.
As of December 31, 2025, according to our records 16 holders of ordinary shares and 33 registered holders of ADSs (in accordance with the records of the Bank of New York Mellon (“BoNY”), as depositary for the ADSs) have an address in the United States, representing 18.12% of our issued and outstanding ordinary shares.
B.Related Party Transactions
The following table presents the aggregate amounts of total financial exposure of BBVA Argentina to related parties for the two-month period ended February 28, 2026 and for the fiscal year ended December 31, 2025. Related parties include controlled companies, controlling shareholders and entities under common control, key management and directors and associated entities.
The financings described below (a) were made in the ordinary course of business, (b) were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons, and (c) did not involve more than the normal risk of collectability or present other unfavorable features.
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February 28, 2026 |
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December 31, 2025 |
| Related Party |
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Largest
Outstanding
Amount (1)(2)
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Interest
Rates
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Amount
Outstanding
(2)
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Interest
Rates
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Nature |
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Largest
Outstanding
Amount (1)(2)
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Interest
Rates
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Amount
Outstanding
(2)
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Interest
Rates
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Nature |
| Controlled, Controlling and Under Common Control Entities |
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| BBVA and subsidiaries |
|
25,335,184 |
|
— |
|
|
23,045,258 |
|
— |
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Guarantees given, correspondents and credit card loans |
|
32,411,410 |
|
— |
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16,248,817 |
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— |
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Guarantees given, other loans, credit card loans and correspondents |
| BBVA Asset Management S.A.U. |
|
95,687,811 |
|
32.73 |
% |
|
95,687,811 |
|
32.73 |
% |
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Other loans, credit card loans and equity investment |
|
84,122,798 |
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30.34 |
% |
|
84,122,798 |
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30.34 |
% |
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Other loans, credit card loans and equity investment |
| Consolidar AFJP S.A. (undergoing liquidation proceedings) |
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206,666 |
|
— |
|
|
203,854 |
|
— |
|
|
Other loans and equity investment |
|
206,667 |
|
— |
|
|
206,667 |
|
— |
|
|
Guarantees given and investment |
| PSA Finance S.A. |
|
147,645,186 |
|
51.36 |
% |
|
130,200,068 |
|
52.14 |
% |
|
Advances, call money, other loans and equity investment |
|
138,767,204 |
|
49.23 |
% |
|
133,010,855 |
|
50.11 |
% |
|
Advances, credit card loans, call money, other loans and equity investment |
| FCA Compañía Financiera S.A. |
|
112,767,490 |
|
51.16 |
% |
|
112,767,490 |
|
51.16 |
% |
|
Advances, credit card loans and equity investment |
|
74,327,000 |
|
49.73 |
% |
|
74,327,000 |
|
49.73 |
% |
|
Advances, credit card loans and equity investment |
| BBVA Seguros Argentina S.A. |
|
10,313,865 |
|
32.30 |
% |
|
10,313,865 |
|
32.30 |
% |
|
Credit card loans, other loans and equity investment |
|
10,975,886 |
|
30.32 |
% |
|
9,628,156 |
|
32.73 |
% |
|
Credit card loans, other loans and equity investment |
| Openpay Argentina S.A. |
|
4,732,070 |
|
42.58 |
% |
|
4,102,233 |
|
37.47 |
% |
|
Advances, credit card loans and equity investment |
|
4,573,602 |
|
35.28 |
% |
|
3,572,441 |
|
24.82 |
% |
|
Credit card loans and equity investment |
| Volkswagen Financial Services S.A. |
|
215,369,623 |
|
36.98 |
% |
|
215,369,623 |
|
36.98 |
% |
|
Credit card loans, other loans, call money and equity investment |
|
237,689,108 |
|
39.22 |
% |
|
221,531,057 |
|
39.19 |
% |
|
Advances, credit card loans, other loans, call money and equity investment |
| Associated Entities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Rombo Cia Financiera S.A. |
|
97,033,774 |
|
72.02 |
% |
|
97,033,774 |
|
72.02 |
% |
|
Call money, other loans and equity investment |
|
91,160,325 |
|
68.80 |
% |
|
89,594,308 |
|
70.75 |
% |
|
Call money, other loans and equity investment |
| Play Digital S.A. |
|
3,963,508 |
|
41.98 |
% |
|
2,835,610 |
|
38.81 |
% |
|
Advances, credit card loans and equity investment |
|
5,246,671 |
|
49.46 |
% |
|
2,134,360 |
|
29.20 |
% |
|
Advances, credit card loans and equity investment |
| Key Management Personnel (3) |
|
735,919 |
|
86.26 |
% |
|
686,275 |
|
84.22 |
% |
|
Credit card loans, personal loans, other loans, advances and real estate mortgage |
|
772,283 |
|
90.13 |
% |
|
665,943 |
|
105.02 |
% |
|
Credit card loans, personal loans, other loans, advances and real estate mortgage |
_____________
(1)Largest amount during the period indicated.
(2)In thousands of pesos.
(3)Key management personnel includes those having the authority and responsibility for planning, managing and controlling the Bank’s activities, whether directly or indirectly. Based on this definition, the Bank considers the members of the Board of Directors as key personnel.
The transactions included in this section (a) were made in the ordinary course of business, (b) were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons, and (c) did not involve more than the normal risk of collectability or present other unfavorable features.
As of December 31, 2025, the Bank did not have any outstanding financial assistance from BBVA.
C.Interest of Experts and Counsel
Not applicable.
ITEM 8. FINANCIAL INFORMATION
A.Financial Statements and Other Financial Information
See “Item 5. Operating and Financial Review and Prospects—A. Operating Results” and “Item 18. Financial Statements” and other financial information filed with this annual report.
Legal Proceedings
The Bank and its subsidiaries are involved in a number of legal and regulatory actions and proceedings, including legal claims and proceedings, civil and criminal regulatory proceedings, including class actions, governmental investigations and proceedings, tax proceedings and other proceedings. Legal and regulatory actions and proceedings are subject to many uncertainties, and their outcomes, including the timing thereof, the amount of fines or settlements or the form of any settlements, or changes in business practices we may need to introduce as a result thereof, any of which may be material, are often difficult to predict, particularly in the early stages of a particular legal or regulatory matter.
As of the date hereof, the Bank is involved in a number of legal and regulatory actions and proceedings, the adverse resolution of which may also adversely impact the Bank.
The Bank can provide no assurance that the legal and regulatory actions and proceedings to which it is subject, or to which it may become subject in the future or otherwise affected by, will not, if resolved adversely, result in a material adverse effect on the Bank’s financial position, results of operations or liquidity.
Criminal Foreign Exchange Summary Proceedings – Law No. 19. 359
•“Banco Francés S.A. s/ infracción a la Ley N° 19.359”: Criminal foreign exchange summary proceeding initiated by the BCRA and notified on February 22, 2008 (identified under No. 3511, Case File 100,194/05) for the offense of infringement of the Foreign Exchange Criminal Regime for the purchase and sale of U.S. dollars on behalf of the BCRA in excess of authorized amounts. This involves a total of 44 operations that included Branches 099, 342, 999, and 320. The defendants are (i) the Bank, (ii) two Regional Managers, (iii) four Branch Managers, (iv) four Administrative Management Heads, and (v) twelve tellers. On August 21, 2014, the Court acquitted all the defendants of guilt and charge. The Prosecutor’s Office appealed, and Chamber A of the Federal Economic Criminal Court of Appeals confirmed the acquittal of Bank and the other defendants. The Prosecutor’s Office filed an Extraordinary Appeal, which was granted. As of the date of this annual report on Form 20-F, the case is pending before the Supreme Court of Justice of the Nation (CSJN). The parties have been summoned to judgment.
•“Banco BBVA Argentina S.A. Criminal foreign exchange summary initiated by the BCRA”: Notified on October 25, 2022 (identified under No. 7835) and related to foreign exchange operations allegedly carried out failing to comply with the provisions of Communication “A” 6770 point 9 (A16 banknotes associated with operations between residents and advanced payment of imports). Due to subjective connectivity and procedural economy, the governing body proceeded to consolidate five case files. The defendants are the Bank, certain branch managers, a corporate manager and the officers who held the following positions as of the date of the alleged events: (i) the Operations Manager (and Head of Foreign Exchange Control), (ii) the Assistant Manager of Foreign Trade Operations. The current procedural status is the presentation of allegations. Regarding operations carried out by natural persons, in May, the application of the principle of non-retroactivity of the most lenient criminal law was raised following Communication “A” 8226 of the BCRA (dated April 11, 2025) and the final judgement is pending.
•“Banco BBVA Argentina S.A. Criminal foreign exchange summary initiated by the BCRA”: Notified on September 24, 2025 (identified under No. 8458) and related to foreign exchange operations allegedly carried out failing to comply with the Bank’s obligation to verify the nature and reasonableness of foreign exchange
operations and granting access to the foreign exchange market to prepay obligations abroad more than three business days prior to maturity without the Central Bank prior approval, in contravention with Communication “A” 6770. Due to subjective connectivity and procedural economy, the BCRA proceeded to consolidate several files. The defendants are the Bank and the officers who held the following positions at the time of the alleged events: (i) the Operations Manager, and (ii) the Assistant Manager of Trade Operations at the time of the events. The corresponding defenses were filed.
UIF Summary Proceedings - Law 25.246
•UIF Case File No. 45560101/2023: This proceeding was initiated in December 2023 for alleged non-compliance with Anti-Money Laundering and Counter-Terrorism Financing (AML/CFT) obligations. The main charges against the Bank and another individual defendant are:
1.Lack of effectiveness in the control system for the early detection of unusual activity regarding high-volume cash withdrawals in foreign currency; and failure to promptly cease operations for seven customers.
2.Alleged deficiencies in the account opening process related to ultimate beneficial owners.
Additionally, the Bank is involved in a number of proceedings whereby the Bank is challenging the constitutional nature of certain provisions of Argentine law that prevent the Bank from fully applying the inflation adjustment mechanism in certain of its tax returns. See “Item 3. Key Information—D. Risk Factors—Risks Relating to the Argentine Financial System and to BBVA Argentina—We may suffer adverse consequences related to our calculation of income tax for the years ended December 31, 2022” and Note 11.6 to the Consolidated Financial Statements.
Dividends
In Argentina, financial institutions may distribute dividends provided that (i) they are not covered by the terms of sections 34 “Regularization and recovery” and 35 bis “Institution restructuring to safeguard lending and bank deposits” of the Law on Financial Institutions (Law No. 21,526); (ii) they are not receiving financial assistance from the BCRA; (iii) they are not in arrears or non-compliance with the information regime established by the BCRA; (iv) they meet minimum capital requirements and cash requirements; and (v) they have complied with the additional capital margins applicable to it as provided for in Section 4 (Additional Capital Margins) of the BCRA’s Structured Income Distribution text.
Financial institutions not included in the above paragraph may distribute earnings up to an amount equal to retained earnings of legal reserves less the following items:
1.100% of the debit balance of each of the items recorded under other comprehensive income (loss);
2.income (loss) arising from the revaluation of property, plant and equipment, intangible assets and investment properties;
3.net positive amount arising from the difference between the measurement at amortized cost and the fair market value recorded by the financial institution with respect to public debt instruments and/or monetary regulation instruments of the BCRA valued at amortized cost, adjustments to asset valuations: (i) notified by the Superintendence—whether or not accepted by the institution—and/or (ii) required by external auditing and, in both cases, pending accounting registration; and
4.preferential asset valuation exemptions granted by the Superintendence on a case-by-case basis, including adjustments for failure to implement agreed adequacy plans.
Amounts available for dividend distributions are determined pursuant to Argentine law and IFRS-BCRA. As a result, dividends may be paid when the Bank has no income as determined under IFRS-IASB and, conversely, dividends may not be payable even if the Bank has income as determined under IFRS-IASB.
Communication “A” 6886 provides that financial institutions must have the formal authorization of the BCRA before making dividend distributions. In such authorization process, the Superintendence will take into account, among other factors, the potential effects of the application of International Accounting Standards according to Communication “A” 6430 (point 5.5, of IFRS 9) and the restatement of financial statements provided by Communication “A” 6651.
The Central Bank allowed banks to pay dividends in 2022, after a two-year ban. However, it did not provide banks with access to foreign currency to make payments to foreign shareholders.
By means of Communication “A” 7659 dated December 15, 2022, the Central Bank reinstated the suspension of profit distributions from January 1, 2023 to December 31, 2023.
By Communication “A” 7719 dated March 9, 2023, the Central Bank enabled financial entities with its prior authorization, to distribute dividends for up to 40% of their “distributable profit” in six equal, monthly and consecutive installments from April 1, 2023 to December 31, 2023.
On March 21, 2024 the BCRA issued Communication “A” 7984, effective until December 31, 2024, which established that financial institutions may, with its prior authorization, distribute dividends for up to 60% of their “distributable profit” in six equal, monthly and consecutive installments once authorization is obtained by the BCRA.
Subsequently, on April 30, 2024, the BCRA issued Communication “A” 7997, which further modified the dividend distribution framework, enabling financial entities, with its prior authorization, to distribute dividends for up to 60% of their “distributable profit” in three equal, monthly and consecutive installments. Additionally, non-resident shareholders had the option to receive their dividends in a single cash payment, provided that such funds were directly allocated to the subscription of BOPREAL bonds, in accordance with foreign exchange regulations.
The Board of Directors decided to propose for approval by the ordinary and extraordinary general meeting of shareholders held on April 26, 2024, and such ordinary and extraordinary general meeting of shareholders approved the payment of a dividend in the amount of Ps. 264,227,684,640 (in nominal values), through the partial write-off of the optional reserve for future distributions of income, payment which was subsequently approved by the Superintendency of Financial and Foreign Exchange Entities of the Central Bank.
Pursuant to Communication “A” 8214 dated March 13, 2025, up to December 31, 2025, the Central Bank enabled financial entities that obtained its prior authorization, to distribute dividends for up to 60 % of their “distributable profit” in ten equal, monthly and consecutive installments, starting from June 30, 2025 and with each such installment being paid no earlier than the day prior to the last business day of each subsequent month. The installments had to be paid in homogenous currency. In addition, the Central Bank authorized non-resident shareholders to choose to receive their dividends in full or in part in a single cash payment, provided that such funds were applied directly to the primary subscription of BOPREAL bonds, in accordance with foreign exchange regulations.
The Board of Directors decided to propose for approval by the ordinary and extraordinary general meeting of shareholders held on April 23, 2025, and such ordinary and extraordinary general meeting of shareholders approved the payment of a dividend in the amount of Ps. 89,413,163,000 (in nominal values), through the partial write-off of the optional reserve for future distributions of income, payment which was subsequently approved by the Superintendency of Financial and Foreign Exchange Entities of the Central Bank.
Pursuant to Communication “A” 8410 dated March 19, 2026, up to December 31, 2026, the Central Bank enabled financial entities that obtained its prior authorization, to distribute dividends for up to 60% of their “distributable profit” for the 2025 fiscal year in three equal, monthly and consecutive installments, starting from the third business day of May 2026 and with each such installment being paid no earlier than the third business day of each subsequent month.
Significant Changes
None.
ITEM 9. THE OFFER AND LISTING
We were one of the first companies listed on the BCBA (now the ByMA), quoting since 1888. Currently our shares are listed on the ByMA under the ticker BBAR. Since 1993 our shares have also been listed on the NYSE in the form of ADSs under the ticker BBAR and, since December 1999, our shares have also been listed on the Madrid Stock Exchange under the ticker XBBAR. We cannot give assurance that a public market in the United States for the ADSs will continue to exist.
The table below shows the quarterly high and low closing prices of our ordinary shares in pesos on ByMA for the periods indicated. The following prices have not been adjusted for any stock dividends.
|
|
|
|
|
|
|
|
|
|
|
|
|
Pesos Per
Ordinary Share (1)
|
|
High |
|
Low |
| April 2026 (through April 7, 2026) |
8,060.00 |
|
7,750.00 |
| First quarter |
10,540.00 |
|
6,330.00 |
| March 2026 |
7,940.00 |
|
6,330.00 |
| February 2026 |
9,955.00 |
|
7,285.00 |
| January 2026 |
10,540.00 |
|
8,585.00 |
| Fiscal year ended December 31, 2025 |
9,595.00 |
|
4,007.50 |
| Fourth quarter |
9,595.00 |
|
4,140.00 |
| December 2025 |
9,595.00 |
|
8,260.00 |
| November 2025 |
8,900.00 |
|
7,030.00 |
| October 2025 |
8,320.00 |
|
4,140.00 |
| Third quarter |
7,640.00 |
|
4,007.50 |
| Second quarter |
8,670.00 |
|
6,470.00 |
| First quarter |
9,480.00 |
|
7,050.00 |
| Fiscal year ended December 31, 2024 |
7,810.00 |
|
1765.05 |
| Fourth quarter |
7,810.00 |
|
4,310.00 |
| Third quarter |
4,930.00 |
|
3340.00 |
| Second quarter |
4,810.00 |
|
2842.25 |
| First quarter |
3,089.15 |
|
1765.05 |
| Fiscal year ended December 31, 2023 |
1,888.65 |
|
430.05 |
| Fiscal year ended December 31, 2022 |
455.20 |
|
185.25 |
| Fiscal year ended December 31, 2021 |
288.90 |
|
126.45 |
____________
(1)Pesos per ordinary share data reflect nominal prices at trading date.
Source: Bloomberg.
Our ordinary shares trade on the NYSE in the form of ADSs issued by The Bank of New York Mellon, as depositary. Each ADS represents three ordinary shares. The table below shows the quarterly high and low closing prices of the ADSs in dollars on the NYSE for the periods indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
Pesos Per
Ordinary Share (1)
|
|
High |
|
Low |
| April 2026 (through April 7, 2026) |
16.28 |
|
15.66 |
| First quarter |
21.04 |
|
12.87 |
| March 2026 |
16.06 |
|
12.87 |
| February 2026 |
19.98 |
|
14.99 |
| January 2026 |
21.04 |
|
17.27 |
| Fiscal year ended December 31, 2025 |
23.65 |
|
7.96 |
| Fourth quarter |
18.45 |
|
7.96 |
| December 2025 |
18.45 |
|
15.87 |
| November 2025 |
17.16 |
|
13.95 |
| October 2025 |
16.57 |
|
7.96 |
| Third quarter |
17.19 |
|
8.19 |
| Second quarter |
22.35 |
|
14.94 |
| First quarter |
23.65 |
|
17.22 |
| Fiscal year ended December 31, 2024 |
19.68 |
|
4.70 |
| Fourth quarter |
19.68 |
|
10.45 |
| Third quarter |
12.04 |
|
7.83 |
| Second quarter |
11.70 |
|
8.03 |
| First quarter |
8.50 |
|
4.70 |
| Fiscal year ended December 31, 2023 |
6.31 |
|
3.69 |
| Fiscal year ended December 31, 2022 |
3.90 |
|
2.15 |
| Fiscal year ended December 31, 2021 |
4.48 |
|
2.54 |
_____________
(1)Source: Bloomberg.
Trading on the ByMA
In Argentina, all publicly offered securities must be traded on markets authorized by the CNV. As of December 31, 2025, the Argentine capital market structure is consolidated primarily around two major authorized markets: Bolsas y Mercados Argentinos (ByMA), focused on equities and fixed income and which has recently integrated the Simultaneous Trading Segment through the Quantex trading platform; and A3 Mercados S.A. (“A3”), the entity resulting from the merger of MAE, Matba and Rofex. Consequently, A3 now centralizes the trading of fixed income, foreign exchange, commodities, and derivatives, replacing the former segmented market structure. Additionally, A3 is also expected to market securities traded through the Siopel platform in the future.
ByMA, originally founded as the BCBA in 1854, is the oldest and largest equity market in Argentina. Most equity transactions in Argentina are conducted on ByMA.
BBVA Argentina was one of the first companies to be listed on the ByMA, quoting since 1888. Currently, our shares are listed on ByMA under the ticker BBAR. Additionally, since 1993, our shares have been listed on the New York Stock Exchange (NYSE) as ADSs under the ticker BBAR and, since December 1999, on the Madrid-based Mercado de Valores Latinoamericanos (LATIBEX) under the ticker XBBAR. However, we cannot give assurance that a public market for the ADSs in the United States will continue to exist.
As of December 31, 2025, 62 domestic companies were listed on ByMA, excluding investment funds. During 2025, the effective trading volume of shares reached US$ 65.4 billion.
All agents authorized by the CNV can conduct transactions on authorized markets. These agents must be affiliated with ByMA if they want to trade on this market. Trading on ByMA is conducted through three different trading systems:
•the “Eomm”,
•the “Senebi”, and
•the “Sistaco”.
The electronic auction system, Eomm, operates from 10:30 a.m. to 5:00 p.m. on business days. In this system, brokers enter buy and sell orders, and the system matches the transactions. Eomm allows for the trading of securities, public and private bonds, futures and derivatives.
The Senebi system, an electronic market, also operates from 10:30 a.m. to 5:00 p.m. on business days. Through this system, brokers negotiate directly on their own, reporting transactions to ByMA for registration and publication. These transactions are not backed by ByMA’s Mandatory Guarantee Fund.
The Sistaco system enables Brokers of Negotiable Securities (“ACVN”) to report to ByMA on transactions involving tradable securities in external systems managed by ACVN. These transactions can be registered in the Senebi system or agreed upon under the Price-Time Priority (“PPT”) rule, which ensures that orders are executed based on the best price and, in case of identical prices, by order of entry.
In all markets, transactions may be executed in pesos or U.S. dollars from local or foreign accounts, subject to strict compliance with the prevailing regulations imposed by the CNV and the Central Bank. These regulations may establish minimum holding periods for securities purchased in pesos before they can be sold in foreign currency or transferred to a foreign depository, as well as restrictions on access to the MULC for entities engaging in such transactions.
The following table summarizes certain historical information about the ByMA.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
2025 |
|
2024 |
|
2023 |
| Market capitalization (US$ billion) |
65.4 |
|
55.1 |
|
52.0 |
| Number of companies listed |
62 |
|
78 |
|
79 |
Rate of return in US$ (1) |
0.0% |
|
1.2% |
|
0.8% |
Market/book ratio (2) |
2.1 |
|
1.8 |
|
2.5 |
_____________
(1)Based on the Merval Index.
(2)Based on IAMC report for S&P Merval Index.
Market Regulation
In November 2012, the Argentine Congress passed the Capital Markets Law, which abrogated Law No. 17,811 enacted in 1968. In July 2013, the Argentine executive branch issued implementing Decree No. 1023/13, and in September 2013, the CNV issued a new set of rules further implementing and administering the requirements of the Capital Markets Law (General Resolution 622/2013 and, together with Decree No. 1023/13, the “CNV Rules”).
The objectives of the Capital Markets Law are, among others, the promotion of the participation in the securities markets of small investors, including retail investors, trade unions, chambers of commerce, professional organizations, and small and medium-sized companies; the strengthening of mechanisms to protect and prevent abuses against such investors; and the simplification of the mechanisms by which persons trade on the market.
The Capital Markets Law introduced other important amendments, the most important of which are: (i) the end of the Argentine securities market’s self-regulation; (ii) new categories of licenses for participants in the public offering regime; (iii) the new powers conferred upon the CNV; and (iv) the mandatory tender offer rules. These amendments are briefly described below.
•End of Self-Regulation of the Securities Market
The Capital Markets Law brought to an end the self-regulation of the Argentine securities market. Prior to the Capital Markets Law, in order to trade on a market, broker-dealers had to be shareholders of the self-regulated organization (“SRO”) that operated such market. Accordingly, in the city of Buenos Aires, the only persons authorized to trade securities listed on ByMA were the shareholders of the Buenos Aires Stock Market, the entity overseeing brokerage activities and transactions on the Buenos Aires Stock Market.
Likewise, for persons to trade securities on the A3, they had to be shareholders of such entity. While these entities supervised their participants, the CNV, in turn, supervised the entities.
The Capital Markets Law expressly provided that stock exchanges and other securities markets could no longer impose as a requirement for membership to be a shareholder of the relevant exchange or market. It also established that markets must be organized as public companies (i.e., with listed shares), excluding other types of companies or civil associations.
Moreover, the CNV now directly authorizes, revokes the authorization of, regulates and supervises the securities markets, as well as any individuals and companies that in any manner participate in the public offering of securities. Accordingly, the indirect regulation through SROs was abandoned.
•Licenses for Participants in the Public Offering Regime
The Capital Markets Law sets several types of licenses for persons and companies already engaged, or wishing to engage, in the public offering of securities. Regarding the former, such as stockbrokers or A3 broker-dealers that already held a license, the CNV rules allowed them to choose until March 2014 among the new set of licenses and to comply with the requirements of each of them, with longer periods of time available to comply with certain specific requirements such as mandatory minimum capital requirements.
The new types of licenses included the following: Negotiating Agents (Agentes de Negociación–AN), for companies that wish to engage in the primary and secondary offer of securities; Liquidation and Compensation Agents (Agentes de Liquidación y Compensación–ALyC), for companies that, in addition to the primary and secondary offer of securities, wish to participate in the settlement of transactions; Soliciting Agents (Agentes Productores–AP), which allows individuals and companies to solicit clients for referral to either an AN or ALyC; Capital Market Advisors (Agentes Asesores de Mercados de Capitales–AA), for individuals or companies giving advice to the public relating to the capital markets; and Selling Agents (Agentes de Corretaje de Valores Negociables–ACVN), for ANs, ALyCs and other authorized participants to act as intermediaries among sellers and buyers through electronic platforms.
There are also specific licenses to act as central securities depositories or Collective Deposit Agents (Agente de Depósito Colectivo–ADC); or perform certain of their related activities as Custody and Payment Agents (Agente de Custodia, Registro y Pago–ACRyP).
The Capital Markets Law introduced the possibility for public universities to act as rating agencies, and therefore there are two categories in this area: rating agents (Agentes de Calificación de Riesgo–ACR) and public university rating agents (Agentes de Calificación de Riesgo–Universidades Públicas).
The Capital Markets Law maintained a similar scheme of licenses for collective investments, including investment funds and trusts, extending the requirement imposed on other non-banking entities to register with the CNV to banks, to act as financial trustees.
Finally, the Capital Markets Law requires all employees of registered entities who deal with the public, whether due to the provision of advisory services or any services, to be registered in a special registry to be kept by the CNV (Registry of Competent Agents or Registro de Idóneos), and, among others, complete the training programs mandated by the CNV.
•Powers Conferred on the CNV
The CNV directly regulates, supervises and disciplines individuals and companies that participate in any manner in the public offering of securities.
The CNV authorizes the public offering of securities and keeps a record of companies authorized to publicly offer their securities. Also, the CNV keeps a registry of, and grants, suspends or revokes the authorization to operate the markets (which governing rules will also approve), licensed agents, and of any other persons or companies that because of their activities are under the CNV supervision. It also approves the governing rules of the securities markets.
The CNV assumed the power to control the companies which hold the licenses described in “New Licenses for participants in the Public Offering Regime” section above. The CNV must carry on the permanent supervision of such companies, approving any amendments to their bylaws, variations of their capital, and their dissolution and liquidation.
The CNV enforces the Capital Markets Law, with the power to impose sanctions. The CNV may declare acts which are under its supervision null and void, without the need of prior administrative proceedings, when such acts were contrary to the Capital Markets Law. The courts reviewing the decisions of the CNV are the commercial courts instead of the administrative law courts.
In carrying out its duties, the CNV may, inter alia, request information, conduct inspections and investigations, request the assistance of law enforcement authorities, and file judicial complaints.
•Mandatory Tender Offers Rules
A mandatory tender offer for taking control of a company is now applicable to all companies admitted to the public offering regime, with no possibility to opt out of the regime.
In May 2024, the CNV issued General Resolution No. 1000, reducing the standard settlement period for transactions involving equity and fixed-income securities to T+1, in line with international standards. However, specific settlement rules and extended holding periods may apply to transactions aimed at transferring securities to foreign accounts, in accordance with CNV regulations designed to monitor cross-border capital flows.
Foreign Exchange Restrictions on Securities Trading
Transactions involving the purchase and sale of securities in foreign currency (commonly known as “MEP” or “Cable” transactions) are subject to specific regulatory requirements aimed at preserving Argentina's foreign exchange stability. Investors and market agents must comply with affidavit requirements confirming they have not accessed the official foreign exchange market for payment of imports or other restricted concepts within the periods established by applicable regulations.
ITEM 10. ADDITIONAL INFORMATION
A.Share Capital
Not applicable
B.Memorandum and Articles of Association
The following summarizes certain material provisions of our Bylaws and Argentine law, the main regulatory bodies governing BBVA Argentina. This summary is qualified in its entirety by reference to the Argentine Companies Law No. 19,550 (“Argentine Companies Law”), the Financial Institutions Law and our Bylaws, and corresponds to the last five years.
At the ordinary and extraordinary shareholders’ meeting held on April 20, 2021, our shareholders approved an amendment to section 22 of our Bylaws in order to include the possibility of holding remote Board meetings. This amendment was registered before the Public Registry of Commerce on July 21, 2021 under No. 11156, Book 103 of Corporations. A copy of our Bylaws as currently in effect was filed as an exhibit to our annual report on Form 20-F for the year ended December 31, 2021.
Registry and Company’s Objects and Purposes
BBVA Argentina is registered with the Public Registry of Commerce of the Argentina (Registro Público de Comercio) under company number 11,156, Book 103, of Local Corporate Bylaws, Section 3 of our Bylaws provides that the object of BBVA Argentina is to engage in the commercial banking business, including financial brokerage, whether in Argentina or abroad. Under our Bylaws, BBVA Argentina is authorized to perform the following activities:
•accept term and demand deposits;
•grant short-term bullet and other amortizable loans;
•discount, purchase and sell bills of exchange, promissory notes, pledges, checks, drafts and other negotiable instruments;
•grant guarantees, bonds or other forms of collateral; accept bills of exchange, drafts and other orders of payment, transfer funds and issue and accept letters of credit;
•grant advances on credits from property sales, acquire the same and undertake the risks resulting therefrom, take steps to collect them and offer technical and administrative assistance;
•invest in government securities;
•make temporary investments in liquid assets;
•invest in new stock or securities issues, in pursuance of such regulations as may be set forth to that purpose;
•accept securities in custody and provide other services related to the banking business;
•manage, on account of third parties, the purchase and sale of securities, and act as paying agents in relation to dividends, redemption and interest;
•engage in brokerage activities in the over-the-counter securities market;
•perform foreign exchange transactions;
•comply with agencies related to its operations;
•receive deposits of participation in mortgage loans and in special accounts;
•issue mortgage obligations;
•grant loans for the acquisition, construction, enlargement, repair, improvement and maintenance of urban or rural real estate, and for the substitution of mortgages taken out for that same purpose;
•receive loans from abroad and act as intermediary in local or foreign currency-denominated loans;
•issue private bonds;
•carry out such lending, borrowing and service-related operations as are not forbidden under the Financial Institutions Law; and
•serve and register before the CNV as management agent for collective investment products, custodian for collective investment products, trading agent, settlement and clearing agent, broker, capital market advisor agent, securities broker and/or custody, registration and paying agent, taking into account the compatibilities established by the Argentine Securities Commission and upon compliance with the requirements established by that entity.
Directors
Under Section 18 of our Bylaws, the Board of Directors receives an annual fee established by our shareholders. This fee is subject to the restrictions of Section 261 of the Argentine Companies Law, which provides that the aggregate compensation of the directors may not exceed 25% of the income of the Bank, or 5% of the income if no dividends were distributed to the shareholders.
The compensation of the members of the Board is previously approved by the Nominations and Compensation Committee and the Audit Committee of the Bank, taking into consideration the reasonability and legality of the amount proposed. The decision of these two committees regarding the compensation amount is then submitted to the approval of the Board of Directors and the annual shareholders’ meeting.
Under Section 272 of the Argentine Companies Law, a director may not vote in respect of any proposal in which such director, or any person connected to such director, has an interest contrary to the interests of BBVA Argentina, Moreover, directors are not entitled to carry out personal transactions with the company or its affiliates, other than the banking common operations, unless they are approved by a special procedure that guarantees the transparency of proposed transaction.
Directors need not hold shares in BBVA Argentina or any of our subsidiaries to qualify and be appointed as directors of BBVA Argentina.
The Bank has no policies regarding age limits or retirement age.
Rights Attaching to Shares
As of the date of this annual report, our capital is formed by a single class of shares, all of which are ordinary shares and have the same voting and economic rights. Shareholders participate in the distribution of dividends pro rata of the paid-in capital, Furthermore, shareholders are entitled to participate in the distribution resulting from the liquidation of BBVA Argentina in proportion to the paid-in capital.
Shareholders are entitled to vote cumulatively one-third of the vacancies of the Board of Directors. The Board may not be partially reelected if it impairs or prevents the exercise by shareholders of their cumulative voting rights.
Shareholders may no longer claim the payment of dividends from BBVA Argentina once three years have elapsed from the date on which the relevant dividend was made available to such shareholder.
Our Bylaws do not contain any provisions related to sinking funds or potential liability of shareholders of BBVA Argentina to make additional contributions.
Shareholders’ Meetings
Ordinary and extraordinary shareholders’ meetings are to be convened by the Board of Directors of the Bank or by the Supervisory Committee in such instances as set forth by law, or whenever they may deem it necessary, or upon requisition of shareholders representing at least 5% of our stock capital, as provided by Section 236 of the Argentine Companies Law.
Shareholders’ meetings are called by publication for five days, at least 20 and not more than 45 days before the date of the meeting, in the Official Gazette and in one of the most widely circulated newspapers in Argentina. The notice must include the nature, the date, time and place of the meeting, the agenda, and any special requirements in our Bylaws for the shareholders to attend.
In case of adjournment of a regular shareholders’ meeting, the meeting on second call may be held on the same date, at least one hour after the time set for the meeting on first call, in compliance with Section 237 of the Argentine Companies Law. In case of adjournment of a special shareholders’ meeting, the meeting on second call must be held within the following thirty days, and the publication must appear for three days at least eight days before the date set for that meeting.
In order to attend and vote at any shareholders’ meeting, shareholders must deposit with us their shares or a share certificate or a statement of account representing book-entry shares, as the case may be, issued by us, a securities depository or any other authorized institution, to be recorded in the record book of attendance, at least three business days before the date of the meeting.
Holders of registered or book-entry shares, the record of which we keep, are only required to notify us to register their names in the record book of attendance, at least three business days before the date of the meeting. We must provide such shareholders with certificates authorizing them to attend the meeting.
Shareholders may be present at meetings by power-of-attorney or proxy. In the latter case, the principal’s signature shall be certified by a court, notary public or bank. Directors, statutory auditors, managers or any other of our employees may not act as agents for these purposes.
Shareholders’ meetings may be held in person or remotely. In the case of remote meetings, they may be held using communication channels that allow the simultaneous transmission of sound, images, and words (videoconferencing system).
A quorum must be present at any regular shareholders’ meetings on first call upon the attendance of shareholders representing the majority of voting stock, On second call, there is a quorum with the attendance of any number of shares present. A quorum is present at any special shareholders’ meeting on first call upon the attendance of shareholders representing 60% of the voting stock, Shareholders representing 30% of our voting stock shall constitute a quorum at a special shareholders’ meeting on second call. In any case, resolutions require the absolute majority of the voting stock present.
Restrictions on Voting and Shareholding
There are no restrictions imposed by Argentine law or our Bylaws or other organizational documents regarding the rights of non-residents or foreign persons to hold or vote our ordinary shares or ADSs of the Bank.
Change of Control
There are no provisions in our articles of incorporation or Bylaws that would have the effect of delaying, deferring or preventing a change of control of BBVA Argentina and that would operate only with respect to a merger, acquisition, corporate restructuring involving BBVA Argentina or any of its subsidiaries.
Ownership Disclosure
There are no provisions in our Bylaws governing the ownership threshold above which shareholder ownership must be disclosed.
Change in the Capital
Our Bylaws do not establish conditions for the changes in the capital of BBVA Argentina more stringent than those conditions imposed by the Argentine Companies Law.
C.Material Contracts
None.
D.Exchange Controls
On January 7, 2002, the Congress approved the Public Emergency Law that introduced dramatic changes to the Republic’s economic model and amended the currency board that pegged the peso at parity with the U.S. dollar which had been in effect since April 1, 1991 pursuant to the Convertibility Law. The law empowered the executive branch to implement, among other things, additional monetary, financial and exchange measures to overcome the economic crisis in the medium term.
The Central Bank, among other restrictive measures, restricted the transfer of U.S. dollars abroad without its prior approval. In 2003 and 2004, the government substantially eased these restrictions. On June 10, 2005 the government issued Decree No. 616/05 establishing further restrictions on capital flows into Argentina, with the following provisions:
(i)all incoming and outgoing funds from the Argentine Exchange market, and any debt operation with non-residents which could demand future payments in foreign currency to non-residents, are subject to registration with the Central Bank for informative purposes;
(ii)any debt entered into between non-governmental persons or entities and non-residents must be agreed for a term of at least 365 days, except for the financing of import and export operations and the primary placements of public debt listed in an authorized stock exchange; and
(iii)all incoming funds relating to foreign private debt, and all incoming funds of non-residents, excluding foreign direct investments and certain types of portfolio investments (purchases in the primary market of debt instruments and equity, listed in authorized stock exchanges, etc.) regardless of the agreed payment procedure, must be agreed for at least 365 days, and 30% of incoming funds must be deposited with a bank in Argentina in a non-interest bearing account, known as “encaje” (legal reserve).
On December 16, 2015, the Ministry of Economy and Public Finances issued Resolution No. 3/2015 (published in the Official Gazette on December 18, 2015) amending Decree No. 616/05. Pursuant to such resolution, the mandatory waiting period was reduced from 365 to 120 calendar days and the mandatory deposit was reduced to zero percent.
Accompanying this resolution, the Central Bank issued new foreign exchange regulations on December 17, 2015 under which structural changes were made to the foreign exchange regime, easing the access to the foreign exchange market.
In February 2017, the Ministry of Economy and Public Finances issued Resolution No. 1/2017 eliminating the mandatory waiting period and, at the same time, the Central Bank issued new foreign exchange regulations in Communications “A” 6037, 6118, 6137, 6150, 6163 and 6174 that eased the access to the foreign exchange market in Argentina
On May 19, 2017, the Central Bank issued Communication “A” 6244 effective as of July 1, 2017, whereby all the rules that regulated trading in the foreign exchange market were significantly modified and rendered more flexible.
After some years of flexibility in foreign exchange matters, on September 1, 2019, the Central Bank issued Communication “A” 6770 that established new regulations, restricting access to the foreign exchange market. Accompanying this main resolution, new regulations, amendments and supplements, were issued in Communications “A” 6776, 6780, 6788, 6815, 6818 and 6844.
All exchange regulations in force up to 2020 were compiled by the Central Bank by means of Communication “A” 7914. After the appointment of Milei as president, the Central Bank issued Communication “A” 7017, which established that debts for goods and services prior to December 12, 2023 would require prior authorization from the Central Bank unless they were related to transactions financed prior to that date by local or foreign banks or by export credit agencies. Likewise, those importers of goods or services with debt outstanding as of December 12, 2023 were allowed to subscribe BOPREAL bonds granting them access to the foreign exchange market at the time of maturity of the corresponding debt or which could be transferred to the debt creditor.
With respect to imports of goods and services after December 13, 2023, soon after Javier Milei took office, the Central Bank established that access to the foreign exchange market would be given to importers depending on the type of the imported good within certain deadlines (e.g., immediately for imports of energy and derivatives, within 30 calendar days for pharmaceutical products and their supplies and within 180 days for cars and luxury goods). Debts for other goods or services could be paid with access to the foreign exchange market pursuant to a payment schedule that began 30 calendar days after the import of the merchandise and continued after 60, 90 and 120 calendar days, paying, in each case an amount no greater than 25% of the freight on board value of the goods. Throughout 2024, the deadlines for accessing the exchange market for payment of imported goods became more flexible, including, for example, the possibility of making advance payments with funds in foreign currency held by importers that are deposited in bank accounts in local banks. In April 2025, pursuant to Communication A 8226, all foreign exchange controls applicable to transactions by individuals were lifted and foreign exchange controls applicable to transactions by companies became more flexible, including by providing access to the foreign exchange market for the payment of dividends resulting from profits generated in fiscal years beginning on or after January 1, 2025. The regulations regarding financial debts, and transactions of non-residents were also modified. Finally, the Central Bank compiled all the new regulations in force to date into a new consolidated text published in August 2025.
A description of the restrictions and regulations currently in force is included below.
Cross Border Transfers of Funds, Foreign Debts
Up to September 2019, the repayment of principal and interest on foreign indebtedness did not require the entry and settlement of the disbursement through the foreign exchange market.
Since then, due to the changes introduced by the Central Bank, debts disbursed on or after September 1, 2019 are subject to the entry and mandatory settlement through the foreign exchange market, to the extent that the repayment of principal and interest is made with access to the exchange market.
As of the date of this annual report on Form 20-F, regardless of whether the financial indebtedness was incurred before or after September 1, 2019, repayments of principal and interest may be made no earlier than three business days prior to maturity. For any financial indebtedness that is repaid prior to three business days to maturity, such repayment needs to be authorized by the Central Bank.
The repayment of principal and interest corresponding to indebtedness between related counterparties requires prior authorization from the Central Bank except when the debt was entered and settled through the exchange market after October 2, 2020 and its average life is at least 180 days.
For those debts between related counterparties accrued before October 2, 2020, the access to the foreign exchange market remains available to pay interest accrued after January 1, 2025.
The remaining financial debts between related counterparties may be cancelled with access to the foreign exchange market through the amortization of BOPREAL bonds for those debtors who have subscribed to them or acquired them on the secondary market.
Regulations Regarding Exports, Imports, and Services
In 2022, the Ministry of Economy established the Export Increase Program by means of Decree 576/2022 with the aim of promoting the settlement of export charges at a differential exchange rate; however, this program was terminated in 2025 and therefore 100% of the exports of goods and services have to be settled by the exchange market.
Communication “A” 7917 established a specific treatment for debts existing prior to December 12, 2023 and a deadline scheme for new imports made after December 13, 2023.
As a result, debts existing prior to December 12, 2023 may subscribe BOPREAL bonds, under the terms of Communication “A” 7925, as amended, or have the prior approval of the Central Bank. Those importers interested in subscribing BOPREAL bonds had to subscribe them during the first months of 2024 and subsequently negotiate with their creditors the delivery of these bonds, or their sale in secondary markets with settlement abroad, or access the exchange market at the time of receiving the corresponding capital and interest payments, to pay off their debts.
New advance payments must receive prior authorization from the Central Bank, unless such advance payments are financed abroad and fall within one of the exceptions provided for in point 10.10.2. of the foreign exchange and trade rules compiled by the BCRA in August 2025.
In addition, through Communication “A” 8133, the Central Bank allows advances on capital goods to be financed with lines of credit granted by local banks or with foreign currency assets held by importers that are deposited in bank accounts at local banks. In 2025, importers were given the option to pay for imports in advance for up to 30% of the free on board value of capital goods, without the need to obtain financing.
The requirement to enter capital goods that have been paid in advance of shipment into the country within 270 days of the payment having been made remains in force and, similarly, those importers who pay in advance of shipment for any other goods must have the goods enter the country within 90 days from payment of the merchandise.
Following the new regulations implemented in April 2025 through Communication “A” 8226, payment for services rendered between unrelated parties may be made immediately after the service has been completed or accrued. Likewise, the new scheme established by the Central Bank for payments to foreign entities provides that access to the foreign exchange market for payments between related parties may only be made 90 days after the actual provision of the service, with the exception of payments abroad for transportation services which may be made once the goods arrive at their destination.
Purchase of Foreign Currency
A.Domestic individuals and companies
The regime applicable since September 2020, established in Communications “A” 6770 and “A” 7914 and their supplementary and amending provisions, regarding the purchase of foreign assets by legal persons for investment purposes (commonly known as hoarding), requires prior approval from the Central Bank in certain circumstances, such as: real estate investments abroad, loans granted to non-residents, contributions from Argentine residents of direct investments abroad, portfolio investments of Argentines abroad, certain other investments abroad made by Argentine residents, portfolio investments by Argentine legal persons abroad, or the purchase of foreign currency treasury bills to be carried out in Argentina. For individuals, since the entry into force of Communication “A” 8226 in April 2025, the limit to the purchase of foreign assets for investment purposes, which until then had been US$ 200, was lifted. Similarly, the restrictions imposed on the undertaking of simultaneous transactions between the foreign exchange market and the stock market was also lifted.
In summary, the exchange regulatory framework currently establishes:
•For the purchase of external assets, resident individuals may access the exchange market without limitation. Access to the exchange market by legal entities, requires the prior approval of the Central Bank irrespective of the price. Non-residents individuals and legal entities require the prior approval of the Central Bank to access the exchange market.
•Transfers in foreign currency for the formation of external assets must come from a bank account in the name of the transferor.
•The income from investments of residents and non-residents is not limited in amount and may be credited to accounts in foreign currency in Argentina.
B.Non-residents
Prior to September 1, 2019, per Communication “A” 6174, entities authorized to trade in the foreign exchange could sell currencies to non-residents without limitation if funds were properly credited to a local account in their name.
Currently, the operations of non-residents require the prior approval of the BCRA, except for those repatriation transactions of direct or portfolio investments described in applicable foreign exchange regulations.
Transfer of Dividends
Pursuant to Communication “A” 8226, the transfer abroad of profits and dividends to non-resident shareholders is authorized with access to the foreign exchange market when such profits or dividends result from distributable profits obtained in fiscal years starting on or after January 1, 2025.
The transfer of profits and dividends corresponding to distributable profits obtained in fiscal years starting before January 1, 2025 may be carried out through the amortization of BOPREAL bonds.
Direct Investments
The entrance of direct investments into Argentina is not restricted. Such investments may be credited in accounts in foreign currency and currently there is no minimum term.
The repatriation of direct investments in Argentina by non-residents requires the prior authorization of the BCRA, except for those repatriation transactions of direct investments described in applicable foreign exchange regulations.
Survey of External Assets and Liabilities
Communication “A” 6401 established a reporting regime for external assets and liabilities that replaced the regime established in previous Communications “A” 3602 and “A” 4237. Such reporting regime was updated and modified by Communication “A” 8304 in August 2025, which simplified the regime by spacing out the frequency with which taxpayers must submit their declarations if the sum of the taxpayer’s external assets and liabilities does not exceed USD 10 million at the end of each calendar quarter. In those cases where the taxpayer’s external assets and liabilities exceeds USD 10 million, the reporting requirements of Communication A 6401 remain unchanged, maintaining the quarterly filing requirements as before.
Future and Forward Operations
The exchange regulations require Argentine residents to obtain the prior authorization of the Central Bank to access the foreign exchange market for transfers abroad in derivatives with foreign counterparties, pursuant to Communication “A” 6780 of the Central Bank. The entry of foreign currency in Argentina as a result of transfers in derivatives with foreign counterparties is not subject to any restrictions.
Banking institutions must follow specific rules, depending on whether the derivative transaction is made with a central clearing counterparty or a foreign bank.
E.Taxation
The following is a summary of certain Argentine and United States federal income tax consequences of the ownership and disposition of our ADSs or ordinary shares by a U.S. Holder (as defined below). This summary is not a complete analysis or listing of all possible tax considerations that may be relevant to a holder of our ADSs or ordinary shares. Holders of our ADSs or ordinary shares should consult their own tax advisers as to Argentine, United States and other tax consequences of the ownership and disposition of ADSs or ordinary shares.
1.Argentine Taxes
General
The following is a summary of certain Argentine tax matters that may be relevant with respect to the ownership and disposition of ADSs or ordinary shares by U.S. Holders. Such summary is based upon the tax laws of Argentina, and regulations thereunder, in effect as of the date of this annual report and is subject to any subsequent change in Argentine laws and regulations which may come into effect after such date. Investors in ADSs or ordinary shares should consult their own tax advisers as to the Argentine, United States and other tax consequences of the ownership and disposition of ADSs or ordinary shares.
Taxation of Dividends
Law No. 27,630 enacted on June 16, 2021, introduced a system of tax rate by scales that will be in force for fiscal years beginning on or after January 1, 2021, and also, the rate applicable to dividends on profits generated in fiscal years started as of January 1, 2018 was unified at 7%.
The tax must be withheld by the paying entities from the above-mentioned dividends and profits received by individuals and undivided succession residing in the Republic of Argentina and non-resident beneficiaries. An undivided succession is a legal figure created by the Argentine Civil Code which covers the time elapsed between the date of death of a person and the declaration of heirs. Such withholding shall have the character of a unique and definitive payment, except for those individuals and undivided successions residing in the Republic of Argentina and registered as payers of the tax.
The dividends or profits distributed by capital companies and permanent establishments will be applied to the fiscal year in which they may have been: (i) made available or paid, whichever occurs first; or (ii) capitalized, provided the securities foresee interest or accrual payments within terms of up to one year.
So far, these rules have not been subject to regulations or interpreted by the executive power or authority of application.
Taxation of Capital Gains
The tax reform Law No. 27,430 enacted in December 2017 brought about changes regarding the taxation of capital gains deriving from the trading of shares, representative values and share deposit certificates and other securities, quotas and corporate participations (including quotas in mutual investment funds, certificates of participation in financial trusts and any other rights on trusts and similar agreements) digital coins, securities, bonds and other financial instruments, whoever the subject acquiring them. See Note 11.6 to the Consolidated Financial Statements.
The capital gains deriving from the holding and trading of shares will be considered to be of Argentine source whenever the issuer is domiciled, established or residing in the Argentine Republic. The representative securities or share deposit or other certificates, such as our ADSs, will be of Argentine source when the issuer of the shares and other securities is domiciled, established or resident in the Argentine Republic, regardless of the entity issuing the certificates, the place of issue of the latter or the place of deposit of such shares and other securities.
According to the changes made by the amendment to article 26 paragraph u) in 2019 Decree No. 824/19 of the Income Tax Law, the following will be exempted from tax:
•The capital gains from purchase and sale, exchange, swap or disposal transactions of shares, securities representing shares and share deposit certificates, held by natural resident persons and undivided estates
established in the Argentine Republic, provided those transactions are not attributable to subjects comprised in paragraphs d) and e) and in the last paragraph of article 53 of the law.
The benefit established in the preceding paragraph may only be applicable to the extent that (a) it is a placement by public offer authorized by the National Securities Commission; (b) the transactions were carried out in markets authorized by such body under segments ensuring price-time priority and interference of offers; and/or (c) they were effected through a public offer of purchase and/or exchange as authorized by the National Securities Commission.
•The capital gains from purchase and sale, exchange, swap or disposal transactions of shares, securities representing shares and share deposit certificates, held by non-resident beneficiaries insofar as such beneficiaries do not reside in non-cooperating jurisdictions. Likewise, the tax exemption shall also be applicable to the interest or yield or results from the purchase and sale, exchange, swap or disposal by the above-mentioned non-resident beneficiaries of representative securities or share deposit certificates issued abroad, such as our ADSs, provided such shares were issued by entities domiciled, established or residing in the Argentine Republic and have an authorization for public offer issued by the National Securities Commission.
If the requirements of article 26 paragraph u) of the law described above are not met, the applicable tax will be fifteen percent (15%).
So far, these rules have not been subject to regulations by the executive power or authority of application.
Value Added Tax (“VAT”)
Neither the sale, exchange or other disposition of ADSs or ordinary shares nor the payment of dividends thereunder is subject to VAT.
Transfer Taxes
The sale or transfer of ADSs or ordinary shares is not subject to transfer tax.
Personal Property Tax
According to Law No. 23,966, as amended, and Decrees No. 127/96 and 812/96, all individuals and undivided estates are subject in Argentina to a personal property tax on all assets held at December 31 of each fiscal year (the “Personal Property Tax”). This tax applies to our ADSs and ordinary shares held by U.S. Holders. In the case of individuals and undivided estates domiciled or located in Argentina, an exemption is available to taxpayers whose assets included in the tax base for purposes of the Personal Property Tax do not exceed Ps.384,728,044.57 for fiscal year 2025. Corporations and other legal entities domiciled or located in Argentina are not subject to the Personal Property Tax. Individuals and undivided estates domiciled or located in a foreign country are subject to the Personal Property Tax only with respect to assets located in Argentina.
Pursuant to Law No. 25,585, it is presumed — without the right to rebut such presumption — that shares of stock corporations, such as ADSs (held in book-entry form or evidenced by ADRs), shares of common stock and equity interests in entities governed by the Argentine Companies Law No. 19,550, as amended, whose holders are corporations or any other entities, companies, permanent establishments or trusts, domiciled, settled or located in a foreign country, belong indirectly to individuals or undivided estates domiciled in a foreign country.
Pursuant to Law No. 25,585, published in the Official Gazette on May 15, 2002, BBVA Argentina is responsible for paying the Personal Property Tax on our ADSs or ordinary shares held by individuals or undivided estates domiciled in Argentina or a foreign country, or corporations or any other entities located in a foreign country. The tax rate to be applied is 0.50% and the taxable base is the value of the shareholders’ equity arising from the last balance sheet of the company at December 31. The minimum exempted amount of Ps. 384,728,044.57 is not applicable. The tax so paid is considered a definitive payment.
Companies responsible for the tax payment, such as BBVA Argentina, are entitled to obtain refunds of the amounts paid from holders of ADSs or ordinary shares and may retain or foreclose on the property included in the tax base for purposes of the Personal Property Tax that originated the payment.
In 2026, the Bank expects to make payments on account of its shareholders in connection with Personal Property Tax due with respect to assets held as of December 31, 2025.
Other Taxes
There are no Argentine inheritance, succession or gift taxes applicable to the ownership, transfer or disposition of ADSs or ordinary shares. There are no Argentine stamp, issue, registration or similar taxes or duties payable by holders of ADSs or ordinary shares.
Deposit and Withdrawal of Ordinary Shares in Exchange for ADSs
No Argentine tax is imposed on the deposit or withdrawal of ordinary shares in exchange for ADSs.
Income Tax Treaty
There is currently no income tax treaty or convention in effect between Argentina and the United States.
2.U.S. Federal Income Tax Considerations
The following summary describes material U.S. federal income tax consequences to U.S. Holders of owning and disposing of ADSs or ordinary shares, but it does not purport to be a comprehensive description of all of the tax considerations that may be relevant to a particular person’s decision to hold such securities. The discussion applies only to the U.S. Holders (described below) that hold ADSs or ordinary shares as capital assets for U.S. federal income tax purposes, and it does not describe all of the tax consequences that may be relevant in light of the U.S. Holder’s particular circumstances, including alternative minimum tax consequences, the potential application of the provisions of the Code known as the Medicare contribution tax and tax consequences applicable to U.S. Holders subject to special rules, such as:
•certain financial institutions;
•dealers and traders in securities who use a mark-to-market method of tax accounting;
•persons holding ADSs or ordinary shares as part of a hedging transaction, straddle, wash sale, conversion transaction or integrated transaction or persons entering into a constructive sale with respect to ADSs or ordinary shares;
•persons whose functional currency for U.S. federal income tax purposes is not the U.S. dollar;
•entities classified as partnerships for U.S. federal income tax purposes;
•tax-exempt entities, “individual retirement accounts” or “Roth IRAs”;
•persons that own or are deemed to own ten percent or more of our stock, by vote or value;
•real estate investment trusts or regulated investment companies;
•persons who acquired ADSs or ordinary shares pursuant to the exercise of an employee stock option or otherwise as compensation; or
•persons holding shares in connection with a trade or business conducted outside of the United States.
If an entity that is classified as a partnership for U.S. federal income tax purposes holds ADSs or ordinary shares, the U.S. federal income tax treatment of a partner will generally depend on the status of the partner and upon the activities of the partnership. Partnerships holding ADSs or ordinary shares and partners in such partnerships should consult their tax advisers as to the particular U.S. federal income tax consequences of holding and disposing of the ADSs or ordinary shares.
This discussion is based on the Internal Revenue Code of 1986, as amended (the “Code”), administrative pronouncements, judicial decisions and final, temporary and proposed Treasury regulations, all as of the date hereof. These laws are subject to change, possibly on a retroactive basis, which may affect the tax consequences described herein. Holders of ADSs or ordinary shares are urged to consult their own tax advisers as to the United States, Argentine and other tax consequences of the ownership and disposition of ADSs or ordinary shares in their particular circumstances, including the effect of any U.S. state or local tax laws.
As used herein, a “U.S. Holder” is a beneficial owner of ADSs or ordinary shares that is, for U.S. federal income tax purposes:
•a citizen or individual resident of the United States;
•a corporation, or other entity taxable as a corporation, created or organized in or under the laws of the United States, any state therein or the District of Columbia; or
•an estate or trust the income of which is subject to U.S. federal income taxation regardless of its source.
In general, a U.S. Holder who owns ADSs will be treated as the owner of the underlying shares represented by those ADSs for U.S. federal income tax purposes. Accordingly, no gain or loss will be recognized if a U.S. Holder exchanges ADSs for the underlying shares represented by those ADSs.
U.S. Holders should consult their tax advisers concerning the U.S. federal, state, local and non-U.S. tax consequences of owning and disposing of ADSs or ordinary shares in their own particular circumstances.
This discussion assumes that the Bank is not, and will not become, a passive foreign investment company (“PFIC”), as described below.
Taxation of Distributions
Distributions paid on ADSs or ordinary shares, other than certain pro rata distributions of ordinary shares, will generally be treated as dividends to the extent paid out of current or accumulated earnings and profits (as determined under U.S. federal income tax principles). Because the Bank does not maintain calculations of its earnings and profits under U.S. federal income tax principles, it is expected that distributions will be reported to U.S. Holders as dividends. Subject to applicable limitations, dividends paid by qualified foreign corporations to certain non-corporate U.S. Holders are taxable at rates applicable to long-term capital gains. A foreign corporation is treated as a qualified foreign corporation with respect to dividends paid on stock that is readily tradable on a securities market in the United States, such as the New York Stock Exchange where our ADSs are traded, U.S. Holders should consult their tax advisers to determine whether the favorable rate will apply to dividends they receive and whether they are subject to any special rules that limit their ability to be taxed at this favorable rate. The amount of a dividend will include any amounts withheld in respect of Argentine taxes. The amount of the dividend generally will be treated as foreign-source dividend income to U.S. Holders and will not be eligible for the dividends-received deduction generally allowed to U.S. corporations under the Code. Dividends generally will be included in a U.S. Holder’s income on the date of such U.S. Holder’s (or in the case of ADSs, the depositary’s) receipt of the dividend. The amount of any dividend income paid in Argentine pesos will be the U.S. dollar amount calculated by reference to the exchange rate in effect on the date of such receipt regardless of whether the payment is in fact converted into U.S. dollars. If the dividend is converted into U.S. dollars on the date of receipt, U.S. Holders should not be required to recognize foreign currency gain or loss in respect of the dividend income, U.S. Holders may have foreign currency gain or loss if such dividend is not converted into U.S. dollars on the date of its receipt.
Subject to applicable limitations, some of which vary depending upon the U.S. Holder’s circumstances, Argentine income taxes, if any, withheld from payments of dividends on ADSs or ordinary shares might be creditable against a U.S. Holder’s U.S. federal income tax liability. Treasury regulations, which apply to foreign taxes paid or accrued in taxable years beginning on or after December 28, 2021 (the “Final Treasury Regulations”), impose additional requirements for foreign taxes to be eligible for credit. However, the IRS released a notice in 2023 that indicates that the U.S. Treasury Department and the IRS are considering amendments to the Final Treasury Regulations and provides relief from certain provisions of the Final Treasury Regulations for taxable years ending before the date that a notice or other guidance withdrawing or modifying the temporary relief is issued (or any later date specified in such notice or other guidance). We have not determined whether these requirements have been met with respect to any withholding tax imposed on dividends on ADSs or ordinary shares and, therefore, U.S. Holders should consult their tax advisers regarding the availability of foreign tax credits for any amounts withheld with respect to dividends on ADSs or ordinary shares to which the Final Treasury Regulations apply.
Amounts paid on account of the Argentine Personal Property Tax, if any, will not be eligible for credit against the U.S. Holder’s U.S. federal income tax liability. U.S. Holders should consult their tax advisers to determine the tax consequences applicable to them as result of amounts paid on account of the Argentine Personal Property Tax, including whether such amounts are includible in income or deductible for U.S. federal income tax purposes.
The rules governing foreign tax credits are complex and, therefore, U.S. Holders should consult their tax advisers regarding the availability of foreign tax credits in their particular circumstances. Subject to generally applicable limitations under U.S. law, a U.S. Holder may, at its election, deduct such otherwise creditable taxes in computing its taxable income in lieu of claiming a credit. An election to deduct foreign taxes instead of claiming foreign tax credits must apply to all foreign taxes paid or accrued in the taxable year.
Sale or Other Disposition of ADSs or Ordinary Shares
For U.S. federal income tax purposes, gain or loss a U.S. Holder realizes on the sale or other disposition of ADSs or ordinary shares will be capital gain or loss, and will be long-term capital gain or loss if the U.S. Holder held the ADSs or ordinary shares for more than one year. The amount of a U.S. Holder’s gain or loss will equal the difference between its tax basis in the ADSs or ordinary shares disposed of and the amount realized on the disposition, in each case as determined in U.S. dollars. If an Argentine tax is withheld on the sale or disposition of ADSs or ordinary shares, a U.S. Holder’s amount realized will include the gross amount of the proceeds of the sale or disposition before deduction of the Argentine tax. See “—Argentine Taxes—Taxation of Capital Gains” for a description of when a disposition may be subject to taxation by Argentina.
Because a U.S. Holder’s gain or loss on the disposition of ADSs or ordinary shares will generally be U.S.- source gain or loss for foreign tax credit purposes, and because a U.S. Holder will be entitled to use foreign tax credits to offset only the portion of its U.S. tax liability that is attributable to foreign-source income, a U.S. Holder may be precluded from claiming a credit for all or a portion of the foreign taxes imposed on such gains. In addition, in taxable years to which they apply, the Final Treasury Regulations generally will preclude U.S. Holders from claiming a foreign tax credit with respect to any tax imposed on gains from the disposition of shares by a jurisdiction, such as Argentina, that does not have an applicable income tax treaty with the United States, although such taxes may be applied to reduce the amount realized by the U.S. Holder on the disposition. U.S. Holders should consult their tax advisers regarding the creditability or deductibility of any Argentine tax in their particular circumstances (including any applicable limitations).
Passive Foreign Investment Company Rules
We believe that we were not a PFIC for U.S. federal income tax purposes for the taxable year 2025. However, because our PFIC status depends upon the composition of our income and assets and the market value of our assets (including, among others, less than 25-percent-owned equity investments) from time to time, and because our analysis of our PFIC status is based upon certain proposed Treasury regulations, including those which are not yet in effect but are generally proposed to become effective for taxable years after December 31, 1994 and other regulations proposed in 2021, which may not be finalized in their current form, there can be no assurance that we will not be considered a PFIC for any taxable year. If we are treated as a PFIC for any taxable year during which a U.S. Holder owned ADSs or ordinary shares, gain recognized by such U.S. Holder on a sale or other disposition (including certain pledges) of ADSs or ordinary shares would be allocated ratably over the U.S. Holder’s holding period for the ADSs or ordinary shares. The amounts allocated to the taxable year of the sale or other disposition and to any year before we became a PFIC would be taxed as ordinary income. The amount allocated to each other taxable year would be subject to tax at the highest rate in effect for individuals or corporations, as appropriate, for such taxable year and an interest charge would be imposed on the resulting tax liability for each such taxable year. Further, any distribution in respect of ADSs or ordinary shares in excess of 125 percent of the average of the annual distributions on ADSs or ordinary shares received by the U.S. Holder during the preceding three years or the U.S. Holder’s holding period, whichever is shorter, would be subject to taxation in the same manner. Certain elections (including a mark-to-market election) may be available to U.S. Holders that may result in alternative treatments if we were a PFIC for any taxable year. U.S. Holders should consult their tax advisers to determine whether any of these elections would be available and, if so, what the consequences of the alternative treatments would be in their particular circumstances.
In addition, if we were a PFIC or, with respect to a particular U.S. Holder, were treated as a PFIC for a taxable year in which we pay a dividend or the prior taxable year, the favorable tax rates discussed above with respect to dividends paid to certain non-corporate holders would not apply.
If we are a PFIC for any taxable year during which a U.S. Holder owned our ADSs or ordinary shares, such U.S. Holder will generally be required to file IRS Form 8621 with the U.S. Holder’s annual U.S. federal income tax return, subject to certain exceptions.
Information Reporting and Backup Withholding
Payments of dividends and sales proceeds that are made within the United States or through certain U.S.-related financial intermediaries generally are subject to information reporting, and may be subject to backup withholding, unless (i) the U.S. Holder is an exempt recipient or (ii) in the case of backup withholding, the U.S. Holder provides a correct taxpayer identification number and certifies that it is not subject to backup withholding.
The amount of any backup withholding from a payment to a U.S. Holder will be allowed as a credit against the U.S. Holder’s U.S. federal income tax liability and may entitle the U.S. Holder to a refund, provided that the required information is timely furnished to the Internal Revenue Service.
Certain U.S. Holders who are individuals or specified entities may be required to report information relating to securities of non-U.S. companies, or accounts through which they are held, subject to certain exceptions (including an exception for securities held in accounts maintained by U.S. financial institutions). U.S. Holders should consult their tax advisors regarding the effect, if any, of these rules on their ownership or disposition of ordinary shares or ADSs.
F.Dividends and paying agents
Not applicable.
G.Statement by experts
Not applicable.
H.Documents on Display
This annual report and the exhibits thereto and any periodic reports or other information filed pursuant to the Exchange Act may be inspected without charge and copied at prescribed rates at the SEC’s public reference room located at 100F Street, N.E., Washington, D.C. 20549. In addition, the SEC maintains a website that contains information filed electronically with the SEC, which can be accessed over the internet at www.sec.gov. The documents concerning BBVA Argentina which are referred to in this annual report may also be inspected at our office at Av, Córdoba 111, C1054AAA Buenos Aires, Republic of Argentina.
I.Subsidiary information
Not applicable.
J.Annual Report to Security Holders
Not applicable.
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Introduction
The General Risks Policy expresses the levels and types of risk that the Bank is willing to take to carry out its strategic plan, with no relevant deviations, even under stress conditions.
To achieve its goals, the Bank uses a management model with two principles for the decision-making process:
•Prudence: materialized in relation to the management of the various risks acknowledged by the Bank.
•Anticipation: refers to the adaptation capacity of risk management.
This process is designed to be robust, well-documented, periodically reviewed, and adaptable to changes in the Bank’s risk profile and market conditions.
We have divided this section into three parts:
•Risk management, where we explain the policies and procedures that the Bank has in place to monitor and assess the different risks it is exposed to in the ordinary course of its business, and, in particular, we provide qualitative information about market risk.
•Trading portfolio activities, where we provide quantitative information about market risk as of the end of the latest fiscal year for instruments entered into for trading purposes.
•Non-trading portfolio activities, where we provide quantitative information about market risk as of the end of the latest fiscal year for instruments entered into for purposes other than trading.
Risk Management
The Risks department of BBVA Argentina continues to adjust its comprehensive management model by reconditioning its structures and improving its policies aimed at providing the solution that is best suited to the clients’ requirements, the changes of environment and the requirements of the local regulatory body. It is also oriented to permanently improving its tools and processes, focused on the detection, monitoring and mitigation of each of the risks incurred by the Bank.
This model makes it possible to satisfactorily comply with the guidelines set forth by the BCRA in its communications.
BBVA Argentina has a Risk department that is responsible for:
•preserving the solvency of BBVA Argentina and the entities within its Group;
•supporting the definition of BBVA Argentina’s financial risk strategy; and
•supporting the business development through independent and comprehensive financial risk management.
In this context, the Risk department ensures the integration and implementation of the financial risk strategy within BBVA Argentina, as well as a consistent regulatory framework, infrastructure, and controls for this type of risk. To this end, the Risk department is supported by a committee structure involving both first and second lines of defense.
BBVA Argentina also has an Internal Control and Compliance (IC&C) department that, as a cross-functional unit across all of BBVA Argentina’s businesses, is responsible for:
•supporting the definition of its non-financial risk strategy; and
•assisting business areas in operating with integrity and in accordance with applicable laws, regulations, and self-regulatory standards.
Risk Appetite
The Bank’s risk appetite is approved by the Board of Directors, which determines the risks and the level of risks that the Bank is willing to assume to achieve its business objectives. These are expressed in terms of solvency, profitability, liquidity and financing, or other metrics.
The risk appetite statement of BBVA Argentina is as follows:
“BBVA Argentina aims to achieve a solid risk-adjusted profitability throughout the cycle by developing a universal banking business model. This model is based on values, centered on the needs and life goals of our clients, and prioritizes sustainability as a lever for growth, operational excellence and the preservation of adequate business security and continuity. BBVA Argentina intends to achieve these goals while maintaining a moderate risk profile understood as achieving profitability that is commensurate with the risks incurred throughout the cycle, and maintaining a robust financial position reflected in sufficient liquidity and capital to withstand stress scenarios. Risk Management at BBVA Argentina is based on a holistic and forward-looking approach to all risks, enabling adaptation to the disruption risks inherent to the banking business, while leveraging the capabilities offered by innovation and technological evolution. The key pillars of BBVA Argentina’s risk management policy are to promote responsible growth, with recurrent generation of value, as well as the diversification of portfolios across geographies, the quality and profile of asset classes and client segments, to prevent money laundering and financing of terrorism, the impact of climate change on its business operations, and to accompany its clients in achieving their life goals”.
Credit Risk Ratios and Performance
As of December 31, 2025, the NPL ratio was at 4.9%, compared to 1.5% as of December 31, 2024. This increase was primarily driven by a deterioration in the retail portfolio, mainly in the last quarter of 2025, particularly credit cards and personal loans, and, to a lesser extent, by the commercial portfolio, mainly related to corporate exposures.
The coverage ratio as of December 31, 2025 was 96.4%, compared to 177.0% as of December 31, 2024. This decrease in the coverage ratio is a direct result of the increase in the non-performing loan portfolio.
Management Units
The different risk units provide support to the management of commercial banking entities, regarding admission, monitoring and recovery of credits. The model has been configured on the basis of the Bank’s business structure.
Retail Risks
Retail Risks is responsible for the management of retail customers, including admission through predictive / statistical tools, both reactive and behavioral, the admission of special cases, the administration of tools and policies, portfolio monitoring, and the recovery process. The Bank assumes retail credit risk as it maintains contractual obligations with private customers.
The development of methods and tools that facilitate risk management in an automated manner continued in 2025, improving the availability within web channels, assuming a qualitative change in the proactive offer, achieving greater decentralization in the making of credit decisions and allowing admission teams to improve their value contribution. New automatic salary advance actions were carried out with online updates.
Currently, a methodology is used by risk groups, allowing a more personalized offer on admission and a better capacity for managing problematic recovery.
Proactive strategy through the Hermes Tool is maintained with respect to clients and non-clients generating more offers on the most attractive profiles, reducing the frequency of the offers in order to generate greater value for our clients.
With respect to monitoring, detailed study of the portfolio, risk strategy and control over risk monitoring and actions on market changes are maintained. Additionally, we seek to maintain a transversal vision that encourages the identification and dissemination of best practices in retail risk management, as well as the identification of business opportunities and improvement paths.
The recovery activity is part of an integral management circuit that covers both actions aimed at preventing non-payment, as well as those carried out after non-payment occurs until the partial or total recovery of the principal amount. Within this continuous process there are different teams, tools and strategies according to the type and / or situation of the client or asset. To ensure the continuity of this process, mechanisms for feedback of information, connectivity of tools and joint committees, among others, must be established.
In order for the recovery team to achieve its objectives, it must carry out strategies, including a segmentation and allocation process. Segmentation consists of selecting groups of clients with the objective of managing each group in a homogeneous way. The indicators used to assign segments should be dynamic and adapted to the desired recovery management. Assignment consists of assigning to each of the client groups the most efficient recovery strategy to a team responsible for such management, using digital communication as a mechanism to get closer to our customers in a more timely manner. Recovery strategies must be considered together looking for actions and solutions so that the Bank partially or totally recovers the unpaid balance in the optimal manner.
Middle Market and Corporate Risk
We have developed a dynamic structure with an integral end-to-end process consisting of the Admission, Monitoring, and Recovery areas. This approach focuses on meeting market requirements while prioritizing the values of prudence, anticipation, and diversification, which we consider fundamental to maintaining excellence in credit quality.
We foster coordination between the commercial and risk areas to improve our response times and satisfy business needs, while maintaining a consistent risk profile.
With the objective of continuing to support the Bank’s business in a challenging environment, prudence and risk containment frameworks were intensified across all areas and management levels.
•Innovation and Management Models
In 2019, we progressed on the consolidation of a decentralized model innovation and management model by developing an automatic bid tool for SMEs, designed to provide feedback on the quality of offers and reasons for rejection.
Starting in 2025, we began implementing automatic offers for the medium-sized companies segment to achieve faster response times and provide credit solutions for our clients. As a result, we follow the strategies described below depending on the type of customer:
•Large Companies: We continue to utilize risk analysts to evaluate different sectors of activity, incorporating new rating models.
•SMEs: We maintain the use of rating and behavioral models (scoring).
•We also apply statistical tools to perform efficient analyses aimed at tailoring our products to our clients’ needs.
•Risk Monitoring and Oversight
Given the changing Argentine macroeconomic environment, all preventive management and monitoring measures were intensified to ensure our models and processes remain aligned with the current transition, adding new tools to our traditional methods. We continue to execute a proactive control process through:
•An early warning system.
•Fluid communication with commercial areas to anticipate the detection of payment issues.
•An ambitious plan for in-person visits to all our clients across the country.
•Preventive Management and Recoveries
The Preventive Management and Recovery measures are part of an integrated circuit that manages the entire credit lifecycle. This includes early actions to prevent delinquency as well as collection strategies implemented after a default occurs, continuing until the principal is partially or fully recovered. Our methodology is based on efficient management, seeking:
•Automation of every stage of the circuit.
•Process improvement using existing resources.
•Reduction of response times and recovery periods.
•Higher levels of specialization and increased profitability.
To achieve data-driven task optimization, the Bank utilizes a self-management tool that records the entire recovery process, from potential delays to full cancellation or the subsequent sale of the portfolio or asset.
Financial Risks
BBVA Argentina has developed a comprehensive risk management framework in order to identify, measure, monitor and mitigate financial risks, which is in line with the basic principles of the Basel Committee and includes:
•market risks (counterparty and valuation risk);
•structural risks (interest rate risk, liquidity and financing risk); and
•economic capital and stress tests.
This framework consists of a set of policies and strategies, organizational structures, measurement tools, limits and alerts, and information and control systems. In addition, the financial risks management framework is in accordance with the risk appetite approved by the Board of Directors.
Market Risks
Market risk is defined as the possibility of suffering losses in the value of a portfolio as a result of adverse changes in market prices. For a description of how BBVA Argentina manages market risk and a quantitative analysis of the market risk of the trading portfolio, see “—Trading Portfolio Activities” below.
Counterparty Risk
Counterparty Risk is defined as the probability that the counterparty defaults on its obligations to us, causing BBVA Argentina a financial loss. Both Global Markets & Asset and Liabilities Management operate different products which are susceptible to the risk of client defaults on their obligations. Therefore, joint management is employed.
The products where such risk exists are:
•derivatives;
•loans to financial institutions; and
•liquidity-management transactions guaranteed by securities (repurchase agreement operations and reverse repurchase agreement operations).
Daily risk reports are produced to monitor the exposure of each counterparty to ensure that it complies with the predefined scope. Limits are monitored on a daily basis. In addition, the reports include the exposure to the Asset Allocation Counterparty Risk limits. The Asset Allocation Counterparty Risk limits structure reflects the aggregated counterparty risk at the Bank level and by asset class.
As of December 31, 2025, our gross counterparty risk and our net counterparty risk amounted to Ps. 452,504 million.
Liquidity and Financing Risk
Liquidity risk is defined as the possibility that the Bank will not be able to comply with its payment obligations without incurring significant losses that could affect its daily operations or its financial condition.
BBVA Argentina has implemented a management process for the identification, evaluation, measurement, monitoring, control and mitigation of liquidity risk. Within it, the risk appetite framework is configured as a fundamental element, providing BBVA Argentina with an integral framework that determines the risks and the level of risks that it is willing to assume to achieve its business objectives.
Among the fundamental metrics used for the measurement, monitoring and control of liquidity risk are:
•LtSCD (Loan to Stable Customers Deposits): measures the relationship between net credit investment and stable customer funds. The objective is to preserve a stable financing structure in the medium and long term.
•LCR (Liquidity Coverage Ratio): measures the ratio between high-quality liquid assets and total net cash outflows over a 30-day period. The objective is to preserve a cushion of assets or buffer management that absorbs liquidity shocks in the short term.
During 2025, both indicators were within the limits approved by the Board of Directors.
On the other hand, the liquidity risk management process at BBVA Argentina also includes the management of intraday liquidity risk, for which the Bank has a procedure based on a monitoring and control scheme of its liquidity position.
Interest Rate Risk
Interest rate risk is defined as the possibility of changes in the interest margin and / or in the value of the Bank’s equity due to the variation of market interest rates.
Among the main metrics used for the measurement, monitoring and control of this risk are:
•Margin at Risk (MeR): quantifies the maximum loss that could be recorded in the projected financial margin for the next 12-month period under a defined scenario of market interest rate curves for a given level of confidence.
•Economic Capital (EC): quantifies the maximum loss that could be generated in the economic value of the Bank under a defined scenario of market interest rate curves for a given level of confidence.
In addition, the Bank has adopted the principles, standards and controls with respect to capital and financial margin established in Communication “A” 6534 from BCRA to manage this risk, and continues to improve its application.
Economic Capital
In accordance with the “Guidelines for Risk Management in Financial Institutions” established by the BCRA. BBVA Argentina has developed an internal, integrated and global process to assess the adequacy of its economic capital based on its risk profile and elaborates, on an annual basis, the Internal Capital Adequacy Assessment Process (ICAAP).
Economic capital is the amount of capital considered necessary to cover unexpected losses that the Bank could face due to the risks to which it is exposed.
The methodologies for capital calculation of the following risks are defined following the guidelines established by the Basel Committee:
•credit risk;
•concentration risk;
•market risk;
•interest rate risk;
•operational risk;
•reputational and strategic risk;
The distribution of economic capital for December 2025 consumption by type of risk is as follows:
•credit risk and concentration risk: 53%;
•operational risk: 3%;
•interest rate risk: 25%;
•market risk: 4%; and
•other risks: 14%.
Stress Tests
In compliance with the “Guidelines for Risk Management in Financial Institutions” established by BCRA, BBVA Argentina has developed a stress test program which is framed within the comprehensive risk management process of the Bank.
Stress tests are defined as the evaluation of the Bank’s economic and financial situation under a severely adverse but possible scenario, requiring the simulation of scenarios that allow the estimation of the potential impact on the value of the portfolios, profitability, solvency and liquidity, with the purpose of identifying latent risks and vulnerabilities. The main purpose of stress tests is to serve as a tool for risk management and capital allocation among the Bank’s businesses.
With a minimum annual frequency, BBVA Argentina carries out an integral stress test exercise through which the impact of adverse macroeconomic scenarios on the Bank’s solvency, profitability and liquidity position is quantified, taking into account all the relevant risks to which it is exposed and considering the existing interactions between them.
The results of the stress tests carried out in March 2026 corresponding to the 2026/2027 projection period showed a solid solvency and liquidity position of the Bank even under the analyzed adverse scenarios.
Non-Financial Risks
The management of Non-Financial Risks in BBVA Argentina is part of the Group’s Control Model, which is structured in three differentiated levels, the objective of which is the comprehensive management of the risk life cycle.
The Control Model has three Lines of Defense (“LdD”), which allow risk management in different areas:
•1st LdD: Composed of the Business and Support Areas, which assume the responsibility of ensuring adequate management of the operational risks originated in the activity of their respective area. In addition, it has a Risk Control Assurer (“RCA”) area that has the responsibility of ensuring the adequate management of operational risk in its area, extending the methodology for the identification of risks, promoting the establishment of mitigation measures and necessary controls in all operational processes performed and outsourced by its area and monitoring their adequate implementation and effectiveness.
•2nd LdD: Composed of (a) the Non-Financial Risks area, in charge of designing and maintaining the operational risk management model and assessing the degree of application in the different areas and (b) the Control Specialists or Risk Control Specialists (“RCS”), specialists in each risk type, who define the general mitigation and control framework in their respective risk area, across the Bank, and contrast and challenge it with the one proposed or implemented by the 1st LdD.
•3rd LdD: Performed by Internal Audit, which performs an independent review of the control model, verifying compliance and effectiveness of the established policies.
The Methodology for the Comprehensive Management of the Risk Life Cycle is based on five points:
(1) The definition of the operational risk management parameters that incorporate both quantitative and qualitative indicators that make it possible to periodically evaluate the operational risk profile. The RCSs and the Non-Financial Risks area are responsible for defining these management parameters, proposing tolerance thresholds and periodically reporting, through their respective circuits on their degree of compliance.
As of December 31, 2025 there were 101 operational risk management indicators of different specialties in force, which made up 22 synthetic indicators or management limits.
(2) The identification of operational risk, which aims to anticipate the potential operational risks to which the Bank would be exposed as a result of the creation of new businesses and / or products, the modification of products, activities, processes or systems and procurement decisions (outsourcing). BBVA Argentina has a specific framework for the identification of operational risk that is specified in its Risk Operational Admission and Product Governance Committees where the 1st LdD (proposing units and RCA) has the responsibility of activating this identification process, proposing a mitigation framework, control and monitoring and the 2nd LdD (RCS / Non-Financial Risks area) that contrast the Mitigation and Control Framework proposed by the 1st LdD.
(3) Monitoring and management of operational risk, which is composed of the Risk and Control Self-Assessment and is structured in three phases: a) establishment of the control perimeter, b) identification of potential and actual operational risks from the review of processes, standards and regulations and c) prioritization of operational risks, with the aim of separating critical risks from those that are not.
In line with best practices, there is a database of operational losses (SIRO base), with an adequate level of detail to enable an effective analysis that provides useful information for management and to contrast the consistency of the operational risk map and the continuous monitoring of the control environment where the management that each unit carries out of its operational risks is channeled through the Internal Control and Operational Risk Committees (CIRO), in which management analyzes the situation of its control environment and promotes and monitors the mitigating measures necessary to address the weaknesses observed.
(4) Mitigation, which it is based on reducing the level of exposure to operational risk in order to try to manage the risk in advance by establishing or improving the mitigation and control environment. As long as the residual risk exceeds the defined objective risk, it will be necessary to establish the necessary mitigating measures to reduce it within the established limits.
It is a comprehensive operational risk management model, in accordance with international standards, which is adaptable to the environment and to the necessary internal requirements.
(5) Systematic, timely and quality reporting on the situation of risks and the model to those responsible for its management and supervision, which is channeled through committees in which the situation of the control environment is monitored and the necessary mitigation measures are promoted and monitored.
Internal Risk Control
Internal Risk Control (IRC) is a unit within the financial risk management and control framework. Its main objective is to ensure the sufficiency of the regulatory framework, adequate governance and financial risk control. IRC operates independently from the financial risk function (“RISK”) and plays a fundamental role in validating, supervising, and complying with internal and regulatory requirements.
IRC is organized into three specialized subunits:
•IRC Processes: Reviews and controls the Bank’s RISK processes focusing on regulatory compliance and the adequate functioning of financial risk management.
•Risk Technical Secretariat: Coordinates the regulatory framework and committee structure for risk management.
•Internal Risk Validation: Conducts independent assessments of risk models to test their robustness, stability and suitability.
IRC maintains a structured reporting system at a local and global level and continuously monitors control activities.
Trading Portfolio Activities
Market risk is defined as the possibility of suffering losses in the value of a portfolio as a result of adverse changes in market prices. The main market risks can be classified as follows:
•Interest rate risk: This arises as a result of exposure to movements in the different yield curves.
•Foreign exchange risk: This is caused by the movements in the different currencies’ exchange rates in which a position is held. This risk is generated primarily in spot currency positions and in any derivative product whose underlying asset is an exchange rate.
The structure of measurement and control of the market risk includes a scheme of limits and alerts in terms of economic capital, value at risk (“VaR”), stress VaR, monthly and annual stop loss and internal sub-limits. In order to measure and manage market risk, BBVA Argentina uses a VaR model, which estimates the maximum loss that may occur in the trading portfolio at a given confidence interval of 99% and a time horizon of one day.
Monitoring and control of market risk is conducted under a scheme of limits that is presented and proposed by the Market Risk Unit and approved every year by the Risk Management Committee and the Board (only those limits included inside the Risk Appetite Framework).
Market risk management focuses on the Bank’s Global Market trading portfolio. This portfolio includes:
•fixed income securities (Argentine sovereign bonds and bills, Central Bank bills and corporate bonds);
•spot currency positions; and
•derivative products (foreign exchange futures and forwards).
Within the model of market risk management there are specific circuits established for communication and operation in case approved risks levels are exceeded.
The following charts show the Bank’s VaR and Risk Factor evolution during 2025.
The following tables show the evolution of VaR during the last three years.
Daily Trading VaR at BBVA Argentina (in millions of pesos)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2025 |
|
2024 |
|
2023 |
| Average |
5,873.21 |
|
|
2,735.59 |
|
|
303.54 |
|
| Minimum |
1,489.36 |
|
|
273.39 |
|
|
24.49 |
|
| Maximum |
15,431.65 |
|
|
9,720.95 |
|
|
1,586.80 |
|
| At December 31 |
4,138.31 |
|
|
3,907.74 |
|
|
296.22 |
|
Average daily trading VaR at BBVA Argentina significantly increased in 2025 compared to 2024 due to interest rate risk, which had a significant impact on the Bank’s overall risk exposure, and increased volatility following the mid-term elections.
Average daily trading VaR at BBVA Argentina significantly increased in 2024 compared to 2023 due to interest rate risk, which had a significant impact on the Bank’s overall risk exposure, increased volatility in the 2023 U.S. dollar futures curve and the Bank’s larger position in futures and bonds in 2024.
Daily Trading VaR – Categories (in millions of pesos)
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|
|
|
|
| Interest Risk VaR |
|
2025 |
|
2024 |
|
2023 |
| Average |
|
5,699.38 |
|
|
2,736.58 |
|
|
336.97 |
|
| Minimum |
|
1,477.68 |
|
|
257.73 |
|
|
29.58 |
|
| Maximum |
|
14,558.89 |
|
|
9,715.07 |
|
|
2,163.96 |
|
| At December 31 |
|
3,794.46 |
|
|
3,911.14 |
|
|
298.78 |
|
Average daily interest risk VaR significantly increased in 2025 compared to 2024 due to increased volatility following the midterm elections, which contributed to an increase in interest rate VaR volatility, and a larger fixed-income portfolio.
Average daily interest risk VaR significantly increased in 2024 compared to 2023 due to increased volatility in the 2023 U.S. dollar futures curve, which contributed to an increase in interest rate VaR volatility, and a larger the fixed-income portfolio.
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Exchange-rate Risk |
|
2025 |
|
2024 |
|
2023 |
| Average |
|
964.31 |
|
|
29.30 |
|
|
7.24 |
|
| Minimum |
|
4.68 |
|
|
3.59 |
|
|
0.29 |
|
| Maximum |
|
6,967.57 |
|
|
123.48 |
|
|
190.63 |
|
| At December 31 |
|
862.53 |
|
|
16.21 |
|
|
12.28 |
|
Average daily exchange-rate risk VaR significantly increased in 2025 compared to 2024 due to the Bank’s increased exposure to futures and spot, along with the volatility incorporated into the model after the midterm election periods during 2025.
Average daily exchange-rate risk VaR significantly increased in 2024 compared to 2023 due to the Bank’s increased exposure to futures and spot, along with the volatility incorporated to the model following the devaluation of the peso in 2023.
Back testing
In line with Basel recommendations, the market risk model is periodically validated through back-testing analysis. The aim of these tests is to determine the quality and precision of the model used to calculate the daily maximum loss of a portfolio, with a 99% of confidence interval and temporal horizon of 250 days, by comparing the trading portfolio results and the risk measurements calculated by the model.
Stress test analysis
As described in “—Risk Management” above, a number of stress tests are carried out at the Bank, and this is also performed on the Bank’s trading portfolios. The aim is to expose BBVA Argentina’s trading portfolios to abnormal market variations, based on stress situations that occurred in the past (historical scenarios) or in stress situations that may occur in the future with some probability (simulated scenarios), but outside the predetermined confidence interval of the daily VaR measurement.
•Historical scenarios: The historical scenario used as reference for this stress test is 2019. The uncertainty due to the government change in August 2019 generated a high impact on the behavior of financial markets, which implied high volatility of prices and interest rates.
•Simulated scenarios: The scenario used for these exercises of economic stress is based on resampling methodology. This methodology is based on the use of dynamic scenarios that are recalculated periodically depending on the main risks in the trading portfolios. On a data window wide enough to collect different periods of stress (data from January 1, 2008 to the stress test date), a simulation is performed by a resampling of historical observations. This generates a distribution of losses and gains that provides an analysis of the most extreme events that occurred within the selected historical window. The advantage of this methodology is that the stress period is not pre-established, but rather is a function of the portfolio held at any time.
Valuation
The Market Risk Unit is responsible for establishing the fair value of fixed income instruments and derivatives. Automatic systems are used for daily capture and dissemination of prices and market variables that have an impact on the Bank’s portfolio and clients’ holdings in custody.
For price determination, the use of market information is prioritized. The main market to determine the fair value of fixed-income securities is A3, at the end of each month, or otherwise the BYMA. If none of the sources have a current price, pricing is established through internal models, considering the availability of data with which to develop inputs that represent the assumptions that markets participants would use when pricing the asset. For instance, fixed income securities are priced with the discounted cash flow model using market yield curves, technical value or last market price with the addition of accrued interest. In the case of exchange rate futures, the fair value is determined by their price in the market in which they are operated (Rofex or A3). Finally, in the case of non-delivery forwards, the fair value is determined by the discounted cash flow method.
Derivatives Credit Risk
The Market Risk Unit is responsible for the monitoring and control of derivatives credit risk. The derivatives credit risk exposure is measured by the probability that the counterparty defaults on its obligations as a consequence of insolvency or incapacity of payment, causing BBVA Argentina to suffer a financial loss.
Risk exposure is determined using the following formula:
Derivatives credit risk = Market Value (MtM) + Potential Risk; where:
•The market value is the amount for which something can be sold on a given market. This market value can be positive or negative depending on the risk exposure.
•The potential risk is an estimation of the maximum expected increase of market value for a given level of confidence due to future price fluctuations until the operation due date.
The structure of measurement and control of the counterparty risk includes a scheme of limits and alerts by asset classes (net counterparty risk by clearing house, corporates, government and financial institution and gross counterparty risk by OTC derivatives and clearing house derivatives). Monitoring and control of counterparty risk is conducted under a scheme of limits that is presented and proposed by the Market Risk Unit and approved every year by the Risk Management Committee and the Board who may approve only up to the limit included within the Risk Appetite Framework (net counterparty risk limit).
Interest Rate Risk
Interest rate sensitivity is the relationship between market interest rates and net portfolio value on one hand, and net interest income on the other, due to the repricing of assets and liabilities. Our interest rate sensitivity analysis measures the sensitivity of the net portfolio value and net interest income to parallel changes in interest rates and to changes in the yield curve.
For the purpose of calculating the net present value, when the interest rate is fixed, the future cash flows of the financial assets and liabilities are calculated on a contractual basis. When the interest rate is variable, cash flows that have a maturity during the repricing interval are included. These amounts are added to the remaining balance of the asset or liability at the end of the interval.
Net interest income is calculated as the difference between interest income earned on interest-earning assets and interest expense from interest-bearing liabilities for each month of the fiscal year.
In general, this calculation is limited to the assumption of a permanent increase or decrease in interest rates and of an equal change in interest rates. Accordingly, actual results could differ materially from those projected.
For any given period, the pricing structure is matched when an equal amount of assets and liabilities reprice. Any mismatch of interest-earning assets and interest-bearing liabilities is known as a gap. A positive gap denotes asset sensitivity and normally means that an increase in interest rates would have a negative effect on net portfolio value and a positive effect on interest income, while a decline in interest rates would have a positive effect on net portfolio value and a negative effect on net interest income.
Changes in interest rates could impact our profitability as a result of timing differences on the repricing of the assets and liabilities. One measure of interest rate risk is the change in net portfolio value (defined as the net present value of interest-earning assets and interest-bearing liabilities) and the change in net interest income caused by a change in market interest rates.
The table below sets forth the results of the equity value and net interest income under various interest rate scenarios and the percentage changes from amounts generated under a stable interest rate environment.
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
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|
|
|
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|
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|
|
|
|
|
|
| December 31, 2025 |
Change in base
interest rates and
adjust rates
(basis points) |
|
Net portfolio
value |
|
Percentage
change |
|
Net interest and
adjust income |
|
Percentage
change |
|
Net income of
adjustable
portfolio |
|
Percentage
change |
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions of pesos, except percentages) |
| 500 |
|
|
2,284,164.5 |
|
|
(0.8) |
% |
|
3,206,372.4 |
|
|
0.9 |
% |
|
202,192.0 |
|
|
26.6 |
% |
| 0 |
|
|
2,303,242.1 |
|
|
0.0 |
% |
|
3,179,472.3 |
|
|
0.0 |
% |
|
159,668.9 |
|
|
0.0 |
% |
| (500) |
|
|
2,286,127.2 |
|
|
(0.7) |
% |
|
3,129,927.1 |
|
|
(1.6) |
% |
|
116,554.9 |
|
|
(27.0) |
% |
Based on our position at December 31, 2025, and assuming a hypothetical, immediate 500-basis point increase in interest rates affecting all interest rate sensitive assets and liabilities, we estimate that our net portfolio value would be reduced by Ps.19,077.5 million and our net interest income would be increased by approximately Ps.26,900.1 million.
Foreign Exchange Risk
As of December 31, 2025, as part of our asset and liability management, we aimed to minimize the impact on results of foreign exchange rate fluctuations by maintaining excess balances of assets over liabilities denominated in dollars. The following table shows the estimated effect on net income of a 10% variation in the value of the peso against all other currencies:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Peso against all other currencies |
|
Effect on net income based on our position as of December 31, 2025 |
|
Effect on net income based on our position as of December 31, 2024 |
|
|
|
|
|
(in millions of pesos, except percentages) |
| 10 |
% |
|
15,754 |
|
|
11,151 |
|
| (10) |
% |
|
(15,754) |
|
|
(11,151) |
|
|
|
|
|
|
For a description of the changes in exchange rates, see “Item 5. Operating and Financial Review and Prospects—A. Operating Results—Exchange Rates”.
Equity and Commodity Price Risk
Equity and commodity price risk are the risks associated with adverse movements in the value of equity securities and commodities or related indexes. We do not have any material exposure to either of them.
Non-trading Portfolio Activities
Non-trading instruments consist primarily of loans and deposits. The Bank’s primary market risk exposure in its non-trading instruments is interest rate risk, which arises from the possibility of changes in market interest rates. Such changes in market interest rates affect the Bank’s net interest income due to timing differences on the repricing of their assets and liabilities. The Bank is also affected by gaps in maturity dates and interest rates in the different asset and liability accounts.
The interest rate risks arising from these activities are included in the analysis of the interest rate risk previously showed and managed in aggregated manner.
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
A.Debt securities
Not applicable.
B.Warrants and rights
Not applicable.
C.Other securities
Not applicable.
D.American Depositary Shares
Fees and charges for holders of American Depositary Receipts
The depositary for our ADRs is the Bank of New York Mellon (BoNY).
Holders of our ADRs are generally expected to pay fees and expenses to BoNY according to the schedule below:
|
|
|
|
|
|
|
|
|
| Persons depositing or withdrawing shares must pay: |
|
For: |
| US$5.00 (or less) per 100 ADRs (or portion thereof) |
|
• Issuance of ADRs, including issuances resulting from a distribution, sale or exercise of shares or rights or other property
• Cancellation of ADRs for the purpose of withdrawal including if the deposit agreement terminates
|
|
|
| US$0.05 (or less) per ADR (or portion thereof) |
|
• Any cash distribution made pursuant to the deposit agreement |
|
|
| A fee equivalent to the fee that would be payable if securities distributed to you had been shares and the shares had been deposited for issuance of ADRs |
|
• Distribution of securities distributed to holders of deposited securities which are distributed by the depositary to ADR registered holders |
|
|
| US$0.05 (or less) per ADR per calendar year |
|
• Depositary services |
|
|
| Registration or transfer fees |
|
• Transfer and registration of shares on the Bank’s share register on behalf of the depositary or its agent when shares are deposited or withdrawn |
|
|
| Expenses of the depositary |
|
• Cable, telex and facsimile transmissions (as expressly provided in the deposit agreement)
• Incurred in the conversion of foreign currency to U.S. dollars
|
|
|
|
| Taxes and other governmental charges the depositary or the custodian have to pay on any ADR or share underlying an ADR, for example, stock transfer taxes, stamp duty or withholding taxes |
|
• As necessary |
|
|
| Any other charges incurred by the depositary or its agents for servicing the deposited securities |
|
• As necessary |
BoNY collects its fees for the delivery and surrender of ADRs directly from investors depositing shares or surrendering ADRs for the purpose of withdrawal or from intermediaries acting for them. It also collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees. BoNY may collect its annual fee for depositary services by deductions from cash distributions or by directly billing investors or by charging the book-entry system accounts of participants acting for them. BoNY generally refuses to provide fee-attracting services until its fees for those services are paid.
Fees Paid by Depositary to the Bank
Fees due from BoNY to BBVA Argentina in 2025 amounted to US$77,000.
- PART II -
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
None.
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
None.
ITEM 15. CONTROLS AND PROCEDURES
Effectiveness of Disclosure Controls and Procedures
As of December 31, 2025, the management of the Bank, including our Chief Executive Officer and Chief Financial Officer, performed an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act).
Based on such evaluation, the Bank’s Chief Executive Officer and Chief Financial Officer concluded that the Bank’s disclosure controls and procedures were effective in gathering, analyzing, and disclosing the information the Bank is required to disclose in the reports it files under the Exchange Act, within the time periods specified in the SEC’s rules and forms.
Management’s Annual Report on Internal Control Over Financial Reporting
The management of the Bank is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act. The Bank’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS-IASB and includes those policies and procedures that:
•pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Bank;
•provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS-IASB, and that our receipts and expenditures are being made only in accordance with authorizations of the Bank’s management and directors; and
•provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
As allowed under SEC guidance, companies are permitted to exclude acquisitions from their final assessment of internal control over financial reporting for the first fiscal year in which the acquisition occurred. As such, our management’s assessment of internal control over financial reporting excluded the internal control activities of FCA CF, which was acquired in December 2025. This entity represented 1.6% and 2.2% of our total assets and our shareholder’s equity, respectively, as of December 31, 2025.
Under the supervision and with the participation of the Bank’s management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria established in “Internal Control—Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on this assessment, our management concluded that, as of December 31, 2025, our internal control over financial reporting was effective based on those criteria.
Our internal control over financial reporting as of December 31, 2025, has been audited by Pistrelli, Henry Martin y Asociados S.A. (Member of Ernst & Young Global Limited), an independent registered public accounting firm, as stated in their report which is included further below in this annual report on Form 20-F.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Directors of
Banco BBVA Argentina S.A.
Opinion on Internal Control Over Financial Reporting
We have audited Banco BBVA Argentina S.A.’s (the Bank) internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, the Bank maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.
As indicated in the accompanying Management’s Annual Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of FCA Compañía Financiera S.A., which is included in the 2025 consolidated financial statements of the Bank and constituted 1.6% and 2.2% of total assets and shareholders´ equity, respectively, as of December 31, 2025. Our audit of internal control over financial reporting of the Bank also did not include an evaluation of the internal control over financial reporting of FCA Compañía Financiera S.A.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statements of financial position of the Bank as of December 31, 2025 and 2024, the related consolidated statements of profit or loss, comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes, and our report dated April 9, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
The Bank’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Bank’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Bank in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ PISTRELLI, HENRY MARTIN Y ASOCIADOS S.A.
Member of Ernst & Young Global Limited
City of Buenos Aires, Argentina
April 9, 2026
Limitations on Effectiveness of Controls and Procedures
Management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and fraud. Any control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within our Bank have been detected.
Changes in Internal Control Over Financial Reporting
There has been no change in the Bank’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Bank’s internal control over financial reporting.
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT
The Bank’s Board of Directors has appointed Mr. Ernesto San Gil to serve on its Audit Committee. The Bank’s Board of Directors has concluded that Mr. Ernesto San Gil is an audit committee financial expert as defined by the SEC based on his extensive audit experience.
ITEM 16B. CODE OF ETHICS
The BBVA Argentina Code of Conduct applies to all our management and employees, including the Executive Chairman, the Financial Director and other senior financial officers of the Bank. The Code of Conduct sets out the standards of behavior that should be adhered to so that the Bank’s conduct towards its customers, colleagues and the society are consistent with the Bank’s values. The BBVA Argentina Code of Conduct can be found on BBVA Argentina’s website at www.bbva.com.ar and can be accessed without charge.
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Fees
Below is a summary of the fees paid by us to our independent external auditors for the years ended December 31, 2025 and 2024:
|
|
|
|
|
|
|
|
|
|
|
|
|
2025 |
|
2024 |
|
|
|
|
|
(in millions of pesos) |
| Audit fees |
3,558.89 |
|
|
3,943.33 |
|
| Audit-related fees |
256.61 |
|
|
142.95 |
|
|
|
|
|
|
|
|
|
| Total fees |
3,815.50 |
|
|
4,086.28 |
|
Audit fees are fees for professional services performed by Pistrelli, Henry Martin y Asociados S.A. (Member of Ernst & Young Global Limited) during 2025 and 2024, for the audit and limited review of the Bank’s annual and quarterly financial statements, and services that are normally provided in connection with statutory and regulatory filings.
Audit-related fees consist of fees for assurance and related services performed by Pistrelli, Henry Martin y Asociados S.A. (Member of Ernst & Young Global Limited) that are reasonably related to the performance of the audit or review of the Bank’s financial statements and are not reported as audit fees. The Bank has approved policies and procedures for pre-approving all non-audit work that would be performed by the Bank’s external auditor. Specifically, the policies and procedures prohibit an accounting firm, including the Bank’s external auditor, from performing any services for the Bank or its subsidiaries without the prior approval of the Audit Committee.
Services
Since April 2022, Pistrelli, Henry Martin y Asociados S.A. (Member of Ernst & Young Global Limited), has acted as the Bank’s external auditor. Its appointment was approved by the ordinary and extraordinary shareholders’ meetings held on April 29, 2022.
The ordinary and extraordinary shareholders’ meetings held on April 23, 2025 designated Pistrelli, Henry Martin y Asociados S.A. (Member of Ernst & Young Global Limited) as the Bank’s external auditor for the fiscal year 2025.
The firm Pistrelli, Henry Martin y Asociados S.A. (Member of Ernst & Young Global Limited) has its domicile at 25 de mayo 487 (C1002ABI), City of Buenos Aires, Argentina and is registered with the Professional Council of Economic Sciences of the City of Buenos Aires, under Volume 1, Page 13.
ITEM 16D. EXEMPTIONS FROM LISTING REQUIREMENTS FOR AUDIT COMMITTEES
Not applicable.
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
None.
ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
Not applicable.
ITEM 16G. CORPORATE GOVERNANCE
BBVA Argentina corporate governance practices are governed by applicable Argentine law (particularly Law No. 26,831 as modified by Law No. 27,440 and the standards of the CNV), as well as by its Bylaws. BBVA Argentina has securities that are registered with the SEC and are listed on the NYSE, and is therefore subject to corporate governance requirements applicable to NYSE-listed non-U.S. companies.
NYSE-listed non-U.S. companies may, in general, follow their home country corporate governance practices in lieu of most of the new NYSE corporate governance requirements codified in Section 303A of the NYSE’s Listed Company Manual. However, NYSE-listed non-U.S. companies must comply with NYSE Sections 303A.06, 303A.11 and 303A.12 (b) and (c).
The CNV passed in May 2012 and in September 2013, General Resolution No. 606/12 (“GR 606/12”) and General Resolution No. 622/13 (“GR 622/13”), respectively, which set forth the corporate governance requirements which companies that publicly offer shares representing their capital stock in Argentina must adopt. Moreover, since December 2012, the Bank has a new corporate governance code (Código de Gobierno Societario, hereinafter the “CGS”) in accordance with Communication “A” 5201 and Communication “A” 6639, as amended, Communication “A” 7100 of the Central Bank, General Resolution No. 797/19 and the Recommendations Guide for the corporate governance code report 2022 from the CNV.
NYSE Section 303A.11 requires that non-U.S. companies disclose any significant ways in which their corporate governance practices differ from U.S. companies under NYSE listing standards. In accordance with NYSE Section 303A.11, we describe below the relevant differences between BBVA Argentina’s corporate governance practices and NYSE standards for listed companies.
Director Independence
Under NYSE Section 303A.01, a NYSE-listed company must have a majority of independent directors on its board of directors.
Under Argentine law, the board is not required to consist of a majority of independent directors. However, when directors are appointed, each shareholder that nominates a director is required to report at the meeting whether or not such director is independent.
Since May 28, 2004, Argentine companies are required to have at least two independent directors appointed to the audit committee. Currently, the Board is composed of four independent directors.
Standards for Evaluating Director Independence
NYSE Section 303A.02 establishes general standards to evaluate directors’ independence (and no director qualifies as “independent” unless the board of directors affirmatively determines that such director has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company)), and emphasizes that the concern is independence from management. The board of directors is also required, on a case-by-case basis, to express an opinion with regard to the independence or lack of independence of each individual director.
To qualify as an “independent” or “non-independent” director, CNV standards are generally similar to NYSE standards.
Pursuant to CNV Rules, a director will be considered as “independent” if its main relationship with the listed company is his position as director of the board. He will be appointed taking into account his professional career, suitability, qualified knowledge, and economic and interest independence criteria, considering also that he can perform his functions objectively and impartially.
For the purposes of this definition, it shall be understood under CNV rules that a director does not qualify as “independent” when one or more of the following circumstances are met:
(a)such director is a member of the board of directors of the parent company or another company belonging to the same economic group of the company through a pre-existing relationship at the time of his election, or during the immediately prior three years;
(b)such director is or has been associated with the company or any of the company’s shareholders that have a direct or indirect “significant participation” on the company, or with corporations with which such shareholders also have a direct or indirect “signification participation”; or if such director was associated with any of them through an employment relationship during the last three years;
(c)such director has any professional relationship or is a member of a corporation that maintains frequent professional relationships of significant nature and volume, or receives remuneration or fees (other than the one received in consideration of his role as a director) from the company or the company’s shareholders that have a direct or indirect “significant participation” on the company, or with corporations in which such shareholders also have a direct or indirect “significant participation”. This prohibition includes professional relationships and affiliations during the immediately prior three years to his or her appointment as director;
(d)such director directly or indirectly owns 5% or more of the voting shares and/or capital stock of the company or any company with a “significant participation” in the company;
(e)such director directly or indirectly sells and/or provides goods and/or services (different from those accounted for in section (c) above) on a regular basis and of a significant nature and volume to the company or to the company’s shareholders that have a direct or indirect “significant participation”, that result in proceeds that are higher than his remuneration as a director. This prohibition includes business relationships that have been carried out during the immediately prior three years to such director’s appointment;
(f)such director has been a director, manager, administrator or principal executive of not-for-profit organizations that have received funds, for amounts greater than those described in section I) of article 12 of Resolution No. 30/2011 of the UIF and its amendments, from the company, its parent company and other companies of the same group of which the company is a party, as well as of their respective principal executives;
(g)such director receives any consideration, including through such director’s participation in plans or stock option schemes, from the company or companies of the same economic group, other than the compensation paid to such director for its role as a director, except dividends paid as a shareholder of the company in compliance with section (d) above or the consideration received in compliance with section (e);
(h)such director has served as member of the board of directors of the company, its parent company or another company belonging to the same economic group for more than ten years, except if such relationship ceased to exist during the three years immediately preceding the appointment; and
(i)such director is the spouse or legally recognized partner, relative up to the third level of consanguinity or up to the second level of affinity of persons who, if they were members of the board of directors, would not be independent, according to the above-listed criteria.
In connection with the independence criteria above, references to “significant participation” refer to those individuals who hold shares representing at least 5% of the capital stock and or the voting shares, or a smaller amount if they have the right to elect one or more directors by share class or have other shareholders’ agreements relating to the government and administration of the company or its parent company.
Non-management Directors Meetings
Under NYSE Section 303A.03, non-management directors must meet at regularly scheduled executive meetings not attended by management. Neither Argentine law nor BBVA Argentina Bylaws require that any such meetings be held.
Nominations Corporate Governance Committee
Under NYSE Section 303A.04, listed companies shall have a “nominations/corporate governance committee” comprised entirely of independent directors. GR 622/13, requires public companies to have a Nomination Committee. Moreover, pursuant to CNV standards, the person who nominates a director shall report at the shareholders’ meeting whether or not the nominee is an “independent person”, based on the criteria established by the CNV (which are substantially similar to NYSE standards).
Compensation Committee
Under NYSE Section 303A.05(a), listed companies have to have a compensations committee comprised entirely of independent directors. Under NYSE Section 303A.05(b), the compensations committee shall have a written charter establishing certain minimum responsibilities as set forth in NYSE Section 303A.05(b)(i). In addition, amendments approved by the NYSE in January 2013 require the charter to specify the rights and responsibilities of the compensation committee regarding the authority to retain advisers and to provide funding for such advisers. Certain specified factors must be considered regarding such advisers’ independence from management. GR 622/13 also requires for companies which publicly offer their securities to have a compensation committee.
The CGS sets forth the creation of a nominations and compensations committee, composed of three non-executive directors, whose duties, among others, are to fix the rules and procedures for the selection of key executives and senior staff, to determine the level of remuneration for directors and key executives, to fix policies and practices regarding remunerations and benefits and to approve any relevant changes.
Audit Committee
Under NYSE Section 303A.06, listed companies must have an “audit committee” that complies with SEC requirements. The Audit Committee of BBVA Argentina currently complies with SEC requirements and the standards of Law No. 26,831 as modified by Law No. 27,440 and the Central Bank’s rules.
Under NYSE Section 303A.07(a), the audit committee shall consist of at least three members. All of its members shall be financially literate or must acquire such financial knowledge within a reasonable period of time and at least one of its members shall have experience in accounting or financial administration. Argentine law also requires the audit committee to be comprised of at least three members. Pursuant to CNV’s standards, audit committee members are required to be conversant in business, financial, or accounting issues. CNV’s rules provide for the training of its members to carry out their duties and BBVA Argentina engages in this training.
Under NYSE Section 303A.07(a), if a member of the audit committee is simultaneously a member of the audit committee of more than three public companies, and the listed company does not limit the number of audit committees on which its members may serve, then, in each case the board of directors shall determine whether the simultaneous service would prevent such member from effectively serving on the listed company’s audit committee, and shall report its decision in the annual proxy statement of the company or in the company’s annual report filed with the SEC. No such provision regarding an audit committee member’s simultaneous membership on public companies exists under Argentine law or BBVA Argentina’s Bylaws.
Under NYSE Section 303A.07 (a), all members of the audit committee are required to be “independent”. In accordance with Law No. 26,831, a majority of the members of Audit Committee must be “independent”.
Under NYSE Section 303A.07 (b), the audit committee shall have a charter establishing the duties and responsibilities of its members, including, at a minimum, some of the duties and responsibilities required by Rule 10A-3 of the Exchange Act and as set forth in NYSE Section 303A.7(b) of the NYSE Manual. The functions and responsibilities of the audit committee in Argentina, established by Law No.
26,831 as modified by the Law No. 27,440 and CNV’s standards, are essentially the same as provided for under Rule 10A-3 of the Exchange Act.
NYSE Sections 303A.07(b)(iii)(A), (B) and (C) establish the duties and responsibilities of the audit committee, which include, among others (i) the discussion of the annual audited financial statements and the quarterly financial statements of the company with management and the independent auditor and (ii) the discussion of the company’s press releases relating to its earnings, as well as the financial information and guidelines relating to its earnings that are supplied to equity researchers and rating agencies. No such provision exists under Argentine law or is set forth in BBVA Argentina’s Bylaws. However, CNV standards establish similar functions for the audit committee, namely, “to verify the reliability of the administrative-accounting system, and of all financial data, or of any significant data submitted to CNV and to self-regulated exchanges, in compliance with the applicable reporting regime”.
NYSE Section 303A.07 (b)(iii)(G) provides that the audit committee shall establish clear policies for hiring external auditors’ employees. No such provision regarding hiring external auditors’ employees is contained in Argentine law or BBVA Argentina’s Bylaws.
NYSE Section 303A.07 (c) provides that each company must have an internal audit function in order to provide to the management and to the audit committee permanent assessments on the company’s risk management processes and internal control system. The audit committee according to Central Bank’s rules, provides to the management permanent assessments about management and operating processes, and risks of the company.
Disclosure of Corporate Governance Guidelines
NYSE Section 303A.09 provides that companies must adopt and disclose corporate governance guidelines, including several issues for which such reporting is mandatory, and include such information on the company’s website, which should also include the charters of the audit committee, the nominations committee and the compensation committee.
Law No. 26,831 as modified by the Law No. 27,440 required additional information that companies must include in their annual reports, including information relating to the decision-making organization (corporate governance), the company’s internal controls system, rules for director and manager compensation, stock-options, and any other compensation system applicable to Board members and managers. Law No. 26,831 does not address the remaining issues included in NYSE Section 303A.09. However, all relevant information sent by the Bank to the CNV is forwarded to the CNV through the CNV’s Financial Reporting Highway and may be viewed on the CNV’s website.
The Bank publishes on its website, in the Investors Relations Section, any notices of relevant events; the CGS; the Bank’s bylaws and the composition of the Board of Directors and Senior Management.
Evaluation of Board Performance
Under NYSE Section 303A.09, the Board of Directors must make a self-assessment of its performance at least once a year to determine if it or its committees function effectively and report thereon. Under Argentine law, the board’s performance is evaluated at the annual shareholders’ meeting.
According to the provisions of the CGS, Regular Directors perform an annual self-assessment of Board performance as the governing body and their individual roles as members thereof, must submit them to the head of the Legal Services of the Bank, in his capacity as Secretary of the Board.
Code of Ethics
NYSE Section 303A.10 provides for the adoption of a Code of Business Conduct and Ethics and sets out the topics that such code must contain. BBVA Argentina’s Board approved on December 18, 2003, as amended on August 25, 2015 and May 31, 2022, the “Code of Conduct of BBVA Argentina and its group of companies in Argentina”, which applies to all management and employees, with no exceptions, the English translation of which is available to the public on BBVA Argentina’s website. See “Item 16B. Code of Ethics” above, BBVA Argentina believes that its Code of Conduct complies with NYSE requirements.
Certifications by the CEO
NYSE Section 303A.12(a) provides that the CEO shall on a yearly basis certify to NYSE that he/she knows of no violation by the company of NYSE Sections relating to corporate governance. No such certification is required by Argentine law or our Bylaws.
Notification of Non-fulfillment
Under NYSE Section 303A.12(b), the CEO shall notify the NYSE in writing whenever any executive officer of the company becomes aware of any substantial non-fulfillment of any applicable provision under NYSE Section 303A.
No such provision regarding notification of non-fulfillment of NYSE Section 303A is contained in Argentine law or our Bylaws, but BBVA Argentina CEO will comply with the notice provisions as set forth under NYSE Section 303A.12(b).
ITEM 16H. MINE SAFETY DISCLOSURE
Not applicable.
ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
ITEM 16J. INSIDER TRADING POLICIES
BBVA Argentina has adopted insider trading policies and procedures governing the purchase, sale, and other dispositions of the registrant’s securities by directors, senior management, and employees that are reasonably designed to promote compliance with applicable insider trading laws, rules and regulations, and any listing standards applicable to the Bank. A copy of BBVA Argentina’s General Policy on Conduct in the Securities Markets is filed as Exhibit 11.1 to this annual report on Form 20-F. This policy sets forth certain minimum standards for the prevention of -among others- market abuse, use of inside information, market manipulation, conflicts of interest and market abuse.
ITEM 16K. CYBERSECURITY
Cybersecurity Risk Management
Risk Management and Strategy
Cybersecurity risk management is an integral part of our overall enterprise risk management program. Our cybersecurity risk management program provides a framework for handling cybersecurity threats and incidents, including threats and incidents associated with the use of services provided by third-party service providers, and is designed to facilitate coordination across different departments in the handling of such cybersecurity threats and incidents. This framework includes steps for assessing the severity of a cybersecurity threat, identifying the source of a cybersecurity threat, including whether the cybersecurity threat is associated with a third-party service provider, implementing cybersecurity countermeasures and mitigation strategies and, as later explained in greater detail, informing management and our Board of Directors of material cybersecurity threats and incidents. Our cybersecurity risk management program is regularly updated to align with industry best practices established by internationally accepted security standards and its effectiveness in mitigating the risks that the Bank is exposed to is periodically assessed.
Cybersecurity is not only a strategic priority, but also one of the main elements in the digital transformation of the Bank. Our Corporate Security & Financial Crime Prevention Hub Area is responsible for ensuring adequate information security management by establishing security policies, procedures and controls that bolster the security of the our infrastructures, digital channels and payment methods following a holistic and threat intelligence-led approach, where a program has been designed for each of the four fundamental pillars of our security strategy: cybersecurity, data protection,physical security and security in business processes and fraud management, with the aim to reduce the risks identified in the risk taxonomy defined by the Group.
As cyberattacks evolve and become more sophisticated, the Bank has strengthened its prevention and monitorization efforts. During the past few years, cybersecurity and information security measures have been reinforced with the aim to ensure an adequate protection of our information and the assets supporting business processes. Security measures adopted in the past few years include measures intended to: (i) ensure end-to-end protection of business processes, considering logical and physical security, privacy and fraud management concerns; (ii) ensure compliance with the security and privacy by design principles; and (iii) improve client access control and authentication services related to online services, from a security and user experience perspective, including by enhancing the use of facial biometrics and advanced analytics models.
Further, system monitoring capabilities, as well as incident prevention, detection and response capabilities have also been strengthened through the use of integrated information sources, improved analytical capabilities and automated platforms, improving information security management from a preventive and proactive approach.
Additionally, and with the aim to ensure that security is embedded in business processes, the security management model has been reinforced in the software development lifecycle process and in infrastructure, architecture and operations management.
The Global and Local Computer Emergency Response Team (“CERT”) are the first line of detection and response to cyberattacks aimed at users and infrastructure. The Global and Local CERT, operate 24x7 and provide services with operation lines dedicated to fraud and cybersecurity.
The Bank routinely reviews, reinforces and tests its security processes and procedures through simulation exercises in the areas of physical security and digital security. Specialized teams periodically perform security technical tests in order to detect and correct possible security vulnerabilities. These tests include technical tests of technological platforms as well as malicious users’ simulated attacks performed by the “red team”. The outcome of such exercises is a fundamental part of a feedback process designed to improve the cybersecurity strategies.
We continuously carry out training and awareness initiatives related to security and privacy, promoting training and awareness campaigns for our employees, clients and society, through our app, online channels and social networks. Some of the topics covered include protection of personal information, secure password management, device protection (laptops, smartphones, etc.), social engineering (phishing, smishing, vishing), malware and other technical attacks detection, detection of scams, security on online purchases and how to react if there is a security incident.
The Bank’s cybersecurity strategy is based on internationally accepted security standards. It covers best practices established in information-security standards and guidelines including ISO/IEC 27002 and other ISO/IEC 27000 series standards, COBIT 5 and the NIST Cybersecurity Framework. Furthermore, over the last three years we have aligned our framework with emerging regulatory requirements and resilience standards, such as the Central Bank of Argentina’s Communication “A” 7724 and 7783, and the Digital Operational Resilience Act (DORA), implementing remediation plans and mitigation measures to address identified gaps.
Considering that one of the main risks companies face today are risks related to third parties, the Bank reinforced its controls to ensure an adequate protection of information by the Bank’s service providers in 2025. The Bank requires that service providers contracted by it have internationally accepted security certifications. Security clauses are also included in contracts with service providers, including obligations to comply with specific security measures and all applicable legal and regulatory requirements.
In 2025, we did not identify any cybersecurity threats that materially affected or are reasonably likely to materially affect our business strategy, results of operations or financial condition. However, despite our efforts, we cannot eliminate all risks from cybersecurity threats, or provide assurances that we have not experienced an undetected cybersecurity incident.
Governance
Our Board of Directors has overall oversight responsibility for our risk management, and is assisted by the Information Technology Committee in the oversight of technological risk and cybersecurity management and in monitoring the technological and cybersecurity strategies. This Committee, which meets every three months, is one of the main elements of our risk management governance model. It is responsible for the oversight of our technological and cybersecurity strategies and is informed by the Chief Security Officer (“CSO”) of technological and cybersecurity performance and of any incidents that have arisen.
Further, our Corporate Security & Financial Crime Prevention Hub Area and the Risk Control Area are responsible for identifying and assessing material cybersecurity risks on an ongoing basis, establishing processes to ensure that such potential cybersecurity risk exposures are monitored, putting in place appropriate mitigation measures and maintaining cybersecurity programs. Our cybersecurity programs are under the direction of our CSO, who receives reports from our cybersecurity team (which is part of the Corporate Security Area) and monitors the prevention, detection, mitigation, and remediation of cybersecurity incidents.
- PART III -
ITEM 17. FINANCIAL STATEMENTS
We have responded to Item 18 in lieu of this item.
ITEM 18. FINANCIAL STATEMENTS
Reference is made to Item 19 for a list of the financial statements filed as a part of this annual report.
ITEM 19. EXHIBITS
•Index to Consolidated Financial Statements:
•Index to Exhibits:
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Exhibit
Number |
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Description |
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| 1.1 |
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| 1.2 |
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| 2.1 |
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| 8.1 |
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| 11.1 |
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| 12.1 |
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| 12.2 |
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| 13.1 |
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| 97 |
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| 101.INS |
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Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
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| 101.SCH |
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Inline XBRL Taxonomy Extension Schema Document |
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| 101.CAL |
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Inline XBRL Taxonomy Extension Calculation Linkbase Document |
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| 101.DEF |
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Inline XBRL Taxonomy Extension Definition Linkbase Document |
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| 101.LAB |
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Inline XBRL Taxonomy Extension Label Linkbase Document |
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| 101.PRE |
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Inline XBRL Taxonomy Extension Presentation Linkbase Document |
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| 104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
_____________
(*)Incorporated by reference to BBVA Argentina’s annual report on Form 20-F for the year ended December 31, 2021, filed with the SEC on April 12, 2022.
(**)Incorporated by reference to BBVA Argentina’s annual report on Form 20-F for the year ended December 31, 2023, filed with the SEC on April 17, 2024.
We will furnish to the SEC, upon request, copies of any unfiled instruments that define the rights of holders of long-term debt of BBVA Argentina.
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
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BANCO BBVA ARGENTINA S.A. |
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By: |
/s/ Carmen Morillo Arroyo |
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Name: |
Carmen Morillo Arroyo |
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Title: |
Chief Financial Officer |
Date: April 9, 2026
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BANCO BBVA ARGENTINA S.A.
CONSOLIDATED FINANCIAL
STATEMENTS, DECEMBER 31, 2025
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Banco BBVA Argentina S.A.
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| TABLE OF CONTENTS |
PAGE |
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F-3 |
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F-5 |
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F-6 |
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F-7 |
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F-10 |
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F-12 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Directors of
Banco BBVA Argentina S.A.
Opinion on the Financial Statements
We have audited the accompanying consolidated statements of financial position of Banco BBVA Argentina S.A. (the Bank) as of December 31, 2025 and 2024, the related consolidated statements of profit or loss, comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Bank at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with International Financial Reporting Standards (IFRS Accounting Standards) as issued by the International Accounting Standards Board.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Bank's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated April 9, 2026, expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Bank’s management. Our responsibility is to express an opinion on the Bank’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Bank in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Impairment of financial assets
Description of the matter
As of December 31, 2025, the Bank’s allowances related to financial assets at amortized cost and at fair value through other comprehensive income were 647,801 million of Argentine Pesos as disclosed in Note 33 to the consolidated financial statements. As discussed in Note 2.3.4.g) to the consolidated financial statements, the Bank recognized an allowance for credit losses using an expected credit loss (ECL) model. The recognition and measurement of ECL is complex and involves the use of significant analysis and estimation, including formulation and incorporation of forward-looking economic conditions into the ECL model.
Auditing the allowance for credit losses related to financial assets at amortized cost and at fair value through other comprehensive income involved subjective and complex auditor judgment, as well as specialized skills and knowledge, due to the inherent complexity of the models, including the models and significant assumptions used to estimate the probability of default (PD), exposure at default (EAD) and loss given default (LGD); the significant assumptions used to estimate the ECL for certain individually evaluated loans, including the present value of estimated future cash flows; and the significant assumptions and judgments with respect to the forward-looking information that could be affected by future economic conditions and the maintenance of updated and accurate relevant data elements. The variations in model methodology, underlying assumptions and judgments in the calculation of allowance for credit losses could have a material effect on its measurement.
How we addressed the matter in our audit
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Bank’s ECL process. The controls we tested included, among others, controls over management’s review of data, models and assumptions used in the estimation process.
Our audit procedures, in which we involved professionals with specialized skills and knowledge, included, among others, assessing whether the methodology and assumptions used to estimate ECL are consistent with the requirements of IFRS Accounting Standards, the Bank’s own historical data and industry standards; evaluating the models used in calculating the PD, EAD and LGD and assessing the methodologies used and the assumptions incorporated into the models by management by inspecting the model documentation and the recalculation of ECL for a sample of collective models and a sample of loans individually evaluated for impairment including the present value of estimated future cash flows, evaluating management’s forecasting and comparing management’s forward-looking information to independently estimate of future economic conditions and publicly available information; and testing the accuracy of underlying relevant data elements for a sample of loans by comparing them to contractual documentation. We also assessed the adequacy of the allowance for credit losses financial statement disclosures.
/s/ PISTRELLI, HENRY MARTIN Y ASOCIADOS S.A.
Member of Ernst & Young Global Limited
We have served as the Bank’s auditor since 2022.
City of Buenos Aires, Argentina
April 9, 2026
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Banco BBVA Argentina S.A.
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CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
AS OF DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5.)
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Notes |
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December 31,
2025 |
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December 31,
2024 |
| ASSETS |
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| CASH AND CASH EQUIVALENTS |
4 |
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4,752,284,950 |
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3,714,135,212 |
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| FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS |
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366,127,508 |
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145,446,037 |
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| Debt securities |
5.1. |
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315,467,772 |
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120,757,396 |
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| Derivatives |
5.2. |
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38,865,250 |
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12,975,192 |
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| Equity instruments |
5.3. |
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11,794,486 |
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11,713,449 |
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| FINANCIAL ASSETS AT AMORTIZED COST |
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15,758,769,628 |
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10,894,034,083 |
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| Loans and advances to government sector |
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3,152,686 |
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1,269,080 |
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| Loans and advances to financial institutions |
6.1. |
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231,597,449 |
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76,650,960 |
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| Loans and advances to customers |
6.2. |
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14,213,461,522 |
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9,838,923,817 |
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| Debt securities |
6.3. |
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583,277,961 |
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200,648,357 |
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| Other financial assets |
6.4. |
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727,280,010 |
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776,541,869 |
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| FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME |
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3,094,969,178 |
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3,244,216,748 |
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| Debt securities |
7.1. |
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3,084,239,647 |
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3,238,293,701 |
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| Equity instruments |
7.2. |
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10,729,531 |
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5,923,047 |
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| INVESTMENT IN JOINT VENTURES AND ASSOCIATES |
9 |
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38,566,753 |
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31,331,842 |
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| TANGIBLE ASSETS |
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1,078,121,034 |
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1,025,825,762 |
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| Property and equipment |
10.1. |
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896,653,417 |
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850,520,456 |
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| Investment properties |
10.2. |
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181,467,617 |
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175,305,306 |
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| INTANGIBLE ASSETS |
11 |
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119,335,631 |
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91,069,334 |
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| INCOME TAX ASSETS |
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66,039,571 |
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96,736,436 |
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| Current |
8.1. |
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385 |
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59,772,878 |
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| Deferred |
8.3. |
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66,039,186 |
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36,963,558 |
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| OTHER ASSETS |
12 |
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130,940,841 |
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116,005,038 |
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| NON-CURRENT ASSETS HELD FOR SALE |
13 |
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3,236,214 |
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4,932,578 |
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| TOTAL ASSETS |
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25,408,391,308 |
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19,363,733,070 |
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The accompanying explanatory notes are an integral part of these consolidated financial statements.
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Banco BBVA Argentina S.A.
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CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
AS OF DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5.) (cont.)
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Notes |
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December 31,
2025 |
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December 31,
2024 |
| LIABILITIES |
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| FINANCIAL LIABILITIES AT FAIR VALUE THROUGH PROFIT OR LOSS |
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6,495,701 |
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5,075,959 |
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| Derivatives |
14.1 |
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6,495,701 |
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5,075,959 |
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| FINANCIAL LIABILITIES AT AMORTIZED COST |
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20,890,969,452 |
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15,051,527,265 |
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| Bank loans |
15.1. |
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826,663,992 |
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264,320,232 |
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| Deposits from government sector |
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469,310,023 |
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158,665,987 |
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| Deposits from financial institutions |
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7,792,802 |
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5,692,327 |
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| Deposits from customers |
15.2. |
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16,727,973,241 |
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12,897,940,962 |
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| Repurchase agreements |
15.3. |
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468,228,307 |
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— |
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| Other financial liabilities |
15.4. |
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1,775,679,896 |
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1,572,445,423 |
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| Debt securities issued |
16 |
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615,321,191 |
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152,462,334 |
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| PROVISIONS |
17 |
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50,305,226 |
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61,956,873 |
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| INCOME TAX LIABILITIES |
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131,714,356 |
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18,119,458 |
|
| Current |
8.2. |
|
125,140,454 |
|
|
18,119,458 |
|
| Deferred |
8.3. |
|
6,573,902 |
|
|
— |
|
| OTHER LIABILITIES |
18 |
|
785,552,700 |
|
|
785,983,479 |
|
| TOTAL LIABILITIES |
|
|
21,865,037,435 |
|
|
15,922,663,034 |
|
| EQUITY |
|
|
|
|
|
| Share capital |
19 |
|
612,710 |
|
|
612,710 |
|
| Share premium |
|
|
6,744,974 |
|
|
6,744,974 |
|
| Inflation adjustment to share capital and premium |
|
|
1,189,710,008 |
|
|
1,189,710,008 |
|
| Reserves |
|
|
2,875,221,727 |
|
|
2,528,159,628 |
|
| Accumulated loss |
|
|
(632,598,859) |
|
|
(483,059,249) |
|
| Accumulated other comprehensive income |
|
|
(7,413,074) |
|
|
143,562,318 |
|
| Equity attributable to owners of the Bank |
|
|
3,432,277,486 |
|
|
3,385,730,389 |
|
| Non-controlling interests |
|
|
111,076,387 |
|
|
55,339,647 |
|
| TOTAL EQUITY |
|
|
3,543,353,873 |
|
|
3,441,070,036 |
|
| TOTAL LIABILITIES AND EQUITY |
|
|
25,408,391,308 |
|
|
19,363,733,070 |
|
The accompanying explanatory notes are an integral part of these consolidated financial statements.
|
|
|
|
Banco BBVA Argentina S.A.
|
CONSOLIDATED STATEMENT OF PROFIT OR LOSS
FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023
(in thousands of Argentine pesos in constant currency – Note 2.1.5. , except earnings per share)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Notes |
|
December 31,
2025 |
|
December 31,
2024 |
|
December 31,
2023 |
| Interest income |
21.1. |
|
5,296,398,124 |
|
|
6,177,814,220 |
|
|
9,120,817,921 |
|
| Interest expense |
21.2. |
|
(2,578,698,783) |
|
|
(2,324,816,251) |
|
|
(4,459,404,994) |
|
| NET INTEREST INCOME |
|
|
2,717,699,341 |
|
|
3,852,997,969 |
|
|
4,661,412,927 |
|
| Fee and commission income |
22 |
|
873,504,172 |
|
|
721,987,819 |
|
|
728,596,716 |
|
| Fee and commission expense |
23 |
|
(364,482,949) |
|
|
(350,254,964) |
|
|
(330,541,540) |
|
| Gains (Losses) on financial assets and liabilities at fair value through profit or loss, net |
24 |
|
125,391,611 |
|
|
200,864,657 |
|
|
(59,277,667) |
|
| Gains (Losses) on derecognition of financial assets not measured at fair value through profit or loss, net |
25 |
|
145,667,587 |
|
|
317,914,205 |
|
|
116,276,972 |
|
| Exchange differences, net |
26 |
|
193,086,874 |
|
|
71,873,198 |
|
|
601,886,838 |
|
| Other operating income |
27 |
|
249,179,345 |
|
|
187,838,081 |
|
|
192,640,163 |
|
| Other operating expenses |
28 |
|
(767,996,198) |
|
|
(646,127,369) |
|
|
(752,265,130) |
|
| GROSS INCOME |
|
|
3,172,049,783 |
|
|
4,357,093,596 |
|
|
5,158,729,279 |
|
| Administrative costs |
|
|
(1,252,485,611) |
|
|
(1,420,552,293) |
|
|
(1,425,341,263) |
|
| Personnel benefits |
29 |
|
(603,906,929) |
|
|
(678,255,559) |
|
|
(710,717,613) |
|
| Other administrative expenses |
30 |
|
(648,578,682) |
|
|
(742,296,734) |
|
|
(714,623,650) |
|
| Depreciation and amortization |
31 |
|
(111,138,349) |
|
|
(104,727,608) |
|
|
(82,149,812) |
|
| Impairment of financial assets |
32 |
|
(729,389,894) |
|
|
(382,024,738) |
|
|
(382,719,950) |
|
| Gains (Losses) on net monetary position |
2.1.5. |
|
(571,171,770) |
|
|
(1,869,623,082) |
|
|
(2,374,269,202) |
|
| NET OPERATING INCOME |
|
|
507,864,159 |
|
|
580,165,875 |
|
|
894,249,052 |
|
| Share of profit or loss of entities accounted using the equity method |
|
|
11,954,310 |
|
|
66,766 |
|
|
3,313,332 |
|
| PROFIT BEFORE TAX |
|
|
519,818,469 |
|
|
580,232,641 |
|
|
897,562,384 |
|
| Income tax (expense) benefit |
8.4. |
|
(187,245,787) |
|
|
(100,324,865) |
|
|
(447,083,204) |
|
| PROFIT FOR THE YEAR |
|
|
332,572,682 |
|
|
479,907,776 |
|
|
450,479,180 |
|
| Attributable to owners of the Bank |
|
|
315,143,929 |
|
|
474,106,223 |
|
|
449,341,296 |
|
| Attributable to non-controlling interest |
|
|
17,428,753 |
|
|
5,801,553 |
|
|
1,137,884 |
|
| EARNINGS PER SHARE |
|
|
|
|
|
|
|
| Basic earnings per share (in pesos) |
3 |
|
514.3443 |
|
|
773.7856 |
|
|
733.3669 |
|
| Diluted earnings per share (in pesos) |
3 |
|
514.3443 |
|
|
773.7856 |
|
|
733.3669 |
|
The accompanying explanatory notes are an integral part of these consolidated financial statements.
|
|
|
|
Banco BBVA Argentina S.A.
|
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023
(in thousands of Argentine pesos in constant currency – Note 2.1.5.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
December 31,
2025 |
|
December 31,
2024 |
|
December 31,
2023 |
| Profit (loss) for the year |
332,572,682 |
|
|
479,907,776 |
|
|
450,479,180 |
|
|
|
|
|
|
|
| Items that are or may be reclassified to profit or loss |
|
|
|
|
|
|
|
|
|
|
|
| Profit or loss for financial instruments at fair value through Other comprehensive income (FVOCI) |
|
|
|
|
|
| Gains (losses) for the year for financial instruments at FVOCI |
(91,932,589) |
|
|
(486,897,993) |
|
|
939,653,706 |
|
| Adjustment for reclassifications for the year |
(145,667,587) |
|
|
(161,288,552) |
|
|
(99,736,956) |
|
| Related income tax gains (losses) (Note 8.4.) |
83,160,063 |
|
|
223,182,909 |
|
|
(243,271,929) |
|
|
(154,440,113) |
|
|
(425,003,636) |
|
|
596,644,821 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Items that will not be reclassified to profit or loss |
|
|
|
|
|
|
|
|
|
|
|
| Fair value changes for equity instruments at FVOCI |
|
|
|
|
|
| Gains (losses) for the year for equity instruments at FVOCI |
3,464,708 |
|
|
966,651 |
|
|
4,650,515 |
|
|
3,464,708 |
|
|
966,651 |
|
|
4,650,515 |
|
| Other comprehensive income (expense), net of tax |
(150,975,405) |
|
|
(424,036,985) |
|
|
601,295,336 |
|
| Total comprehensive income for the year |
181,597,277 |
|
|
55,870,791 |
|
|
1,051,774,516 |
|
| Total comprehensive income (expense): |
|
|
|
|
|
| Attributable to owners of the Bank |
164,168,537 |
|
|
52,003,501 |
|
|
1,048,702,258 |
|
| Attributable to non-controlling interests |
17,428,740 |
|
|
3,867,290 |
|
|
3,072,258 |
|
The accompanying explanatory notes are an integral part of these consolidated financial statements.
|
|
|
|
Banco BBVA Argentina S.A.
|
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED DECEMBER 31, 2025
(in thousands of Argentine pesos in constant currency, except dividends per share – Note 2.1.5.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
Other comprehensive income |
|
Reserves |
|
|
|
|
|
|
|
|
| Transactions |
|
Share capital |
|
Share premium |
|
Inflation adjustment to share capital and premium |
|
Fair value reserve |
|
Share of OCI from associates and joint ventures |
|
Legal reserve |
|
Other reserves |
|
Accumulated loss |
|
Total equity attributable to owners of the Bank |
|
Non- controlling interest |
|
Total equity |
| Balances at December 31, 2024 |
|
612,710 |
|
|
6,744,974 |
|
|
1,189,710,008 |
|
|
143,534,263 |
|
|
28,055 |
|
|
1,055,381,795 |
|
|
1,472,777,833 |
|
|
(483,059,249) |
|
|
3,385,730,389 |
|
|
55,339,647 |
|
|
3,441,070,036 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total comprehensive income for the year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| - Profit or loss for the year |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
315,143,929 |
|
|
315,143,929 |
|
|
17,428,753 |
|
|
332,572,682 |
|
| - Other comprehensive income (loss) for the year |
|
— |
|
|
— |
|
|
— |
|
|
(150,975,392) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(150,975,392) |
|
|
(13) |
|
|
(150,975,405) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Distribution of retained earnings as per the Shareholders' Meeting held on April 23, 2025 (Note 39) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Legal reserve |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
92,936,708 |
|
|
— |
|
|
(92,936,708) |
|
|
— |
|
|
— |
|
|
— |
|
| Other reserves |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
371,746,831 |
|
|
(371,746,831) |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Distribution of dividends, approved by the Shareholders' Meeting held on April 23 and by the BCRA on May 12 (Note 39) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Dividends in kind and cash (1) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(117,621,440) |
|
|
— |
|
|
(117,621,440) |
|
|
— |
|
|
(117,621,440) |
|
| Acquisition of a subsidiary (Note 2.2.) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
38,308,000 |
|
|
38,308,000 |
|
| Balances at December 31, 2025 |
|
612,710 |
|
|
6,744,974 |
|
|
1,189,710,008 |
|
|
(7,441,129) |
|
|
28,055 |
|
|
1,148,318,503 |
|
|
1,726,903,224 |
|
|
(632,598,859) |
|
|
3,432,277,486 |
|
|
111,076,387 |
|
|
3,543,353,873 |
|
(1)Dividends per share amounts to pesos 145.93 (in nominal values)
The accompanying explanatory notes are an integral part of these consolidated financial statements.
|
|
|
|
Banco BBVA Argentina S.A.
|
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED DECEMBER 31, 2024
(in thousands of Argentine pesos in constant currency, except dividends per share – Note 2.1.5.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
Other comprehensive income |
|
Reserves |
|
|
|
|
|
|
|
|
| Transactions |
|
Share capital |
|
Share premium |
|
Inflation adjustment to share capital and premium |
|
Fair value reserve |
|
Share of OCI from associates and joint ventures |
|
Legal reserve |
|
Other reserves |
|
Accumulated loss |
|
Total equity attributable to owners of the Bank |
|
Non- controlling interest |
|
Total equity |
| Balances at December 31, 2023 |
|
612,710 |
|
|
6,744,974 |
|
|
1,189,710,008 |
|
|
565,636,985 |
|
|
28,055 |
|
|
961,111,584 |
|
|
1,763,305,046 |
|
|
(485,814,418) |
|
|
4,001,334,944 |
|
|
51,472,357 |
|
|
4,052,807,301 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total comprehensive income for the year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| - Profit or loss for the year |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
474,106,223 |
|
|
474,106,223 |
|
|
5,801,553 |
|
|
479,907,776 |
|
| - Other comprehensive income (loss) for the year |
|
— |
|
|
— |
|
|
— |
|
|
(422,102,722) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(422,102,722) |
|
|
(1,934,263) |
|
|
(424,036,985) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Distribution of retained earnings as per the Shareholders' Meeting held on April 26, 2024 (Note 39) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Legal reserve |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
94,270,211 |
|
|
— |
|
|
(94,270,211) |
|
|
— |
|
|
— |
|
|
— |
|
| Other reserves |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
377,080,843 |
|
|
(377,080,843) |
|
|
— |
|
|
— |
|
|
— |
|
| Distribution of dividends, approved by the Shareholders' Meeting held on April 26, by the BCRA on May 3 and at the Board of Directors' meeting held on May 6, 2024 (Note 39) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Dividends in kind and cash (1) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(667,608,056) |
|
|
— |
|
|
(667,608,056) |
|
|
— |
|
|
(667,608,056) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balances at December 31, 2024 |
|
612,710 |
|
|
6,744,974 |
|
|
1,189,710,008 |
|
|
143,534,263 |
|
|
28,055 |
|
|
1,055,381,795 |
|
|
1,472,777,833 |
|
|
(483,059,249) |
|
|
3,385,730,389 |
|
|
55,339,647 |
|
|
3,441,070,036 |
|
(1)Dividends per share amounts to pesos 431.24 (in nominal values)
The accompanying explanatory notes are an integral part of these consolidated financial statements.
|
|
|
|
Banco BBVA Argentina S.A.
|
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED DECEMBER 31, 2023
(in thousands of Argentine pesos in constant currency, except dividends per share – Note 2.1.5.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
Other comprehensive income |
|
Reserves |
|
|
|
|
|
|
|
|
| Transactions |
|
Share capital |
|
Share premium |
|
Inflation adjustment to share capital and premium |
|
Fair value reserve |
|
Share of OCI from associates and joint ventures |
|
Legal reserve |
|
Other reserves |
|
Accumulated loss |
|
Total equity attributable to owners of the Bank |
|
Non- controlling interest |
|
Total equity |
| Balances at December 31, 2022 |
|
612,710 |
|
|
6,744,974 |
|
|
1,189,710,008 |
|
|
(33,723,977) |
|
|
28,055 |
|
|
856,159,164 |
|
|
1,566,584,561 |
|
|
(410,393,616) |
|
|
3,175,721,879 |
|
|
48,200,767 |
|
|
3,223,922,646 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total comprehensive income for the year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| - Profit or loss for the year |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
449,341,296 |
|
|
449,341,296 |
|
|
1,137,884 |
|
|
450,479,180 |
|
| - Other comprehensive income (loss) for the year |
|
— |
|
|
— |
|
|
— |
|
|
599,360,962 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
599,360,962 |
|
|
1,934,374 |
|
|
601,295,336 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Distribution of retained earnings as per the Shareholders' Meeting held on April 28, 2023 (Note 39) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Legal reserve |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
104,952,420 |
|
|
— |
|
|
(104,952,420) |
|
|
— |
|
|
— |
|
|
— |
|
| Other reserves |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
419,809,678 |
|
|
(419,809,678) |
|
|
— |
|
|
— |
|
|
— |
|
| Distribution of dividends, approved by the Shareholders' Meeting held on April 28, by the BCRA on May 31 and at the Board of Directors' meeting held on June 7, 2023 (Note 39) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Dividends in kind and cash (1) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(223,089,193) |
|
|
— |
|
|
(223,089,193) |
|
|
— |
|
|
(223,089,193) |
|
| Subsidiary capital increase (Note 2.2.) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
199,332 |
|
|
199,332 |
|
| Balances at December 31, 2023 |
|
612,710 |
|
|
6,744,974 |
|
|
1,189,710,008 |
|
|
565,636,985 |
|
|
28,055 |
|
|
961,111,584 |
|
|
1,763,305,046 |
|
|
(485,814,418) |
|
|
4,001,334,944 |
|
|
51,472,357 |
|
|
4,052,807,301 |
|
(1)Dividends per share amounts to pesos 58.05 (in nominal values)
The accompanying explanatory notes are an integral part of these consolidated financial statements.
|
|
|
|
Banco BBVA Argentina S.A.
|
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023
(in thousands of Argentine pesos in constant currency – Note 2.1.5.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Accounts |
|
December 31,
2025 |
|
December 31,
2024 |
|
December 31,
2023 |
| Cash flow from operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Profit before tax |
|
519,818,469 |
|
|
580,232,641 |
|
|
897,562,384 |
|
|
|
|
|
|
|
|
| Adjustments and other non-cash items |
|
(1,851,950,456) |
|
|
(641,361,774) |
|
|
(3,347,947,066) |
|
| Depreciation and amortization |
|
111,138,349 |
|
|
104,727,608 |
|
|
82,149,812 |
|
| Net impairment loss of financial assets |
|
729,389,894 |
|
|
382,024,738 |
|
|
382,719,950 |
|
| Accrued interest |
|
(2,994,239,277) |
|
|
(3,845,004,956) |
|
|
(4,660,352,154) |
|
| Exchange rate |
|
(341,690,609) |
|
|
712,796,039 |
|
|
(1,641,030,429) |
|
| Loss on net monetary position |
|
571,171,770 |
|
|
1,869,623,082 |
|
|
2,374,269,202 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Other adjustments |
|
72,279,417 |
|
|
134,471,715 |
|
|
114,296,553 |
|
|
|
|
|
|
|
|
| Net increases (decreases) in operating assets: |
|
(10,121,271,996) |
|
|
(11,551,839,416) |
|
|
(13,360,239,042) |
|
| Financial assets at fair value through profit or loss (FVTPL) |
|
(340,390,192) |
|
|
178,788,103 |
|
|
(828,845,785) |
|
| Financial assets at amortized cost |
|
|
|
|
|
|
| Other financial assets |
|
(246,713,844) |
|
|
(770,464,715) |
|
|
(728,080,044) |
|
| Loans and advances to financial institutions |
|
(201,202,792) |
|
|
(58,248,269) |
|
|
(43,753,027) |
|
| Loans and advances to customers |
|
(8,023,955,540) |
|
|
(8,880,370,125) |
|
|
(6,130,745,512) |
|
| Loans and advances to government sector |
|
(2,595,717) |
|
|
(1,514,252) |
|
|
(1,417,770) |
|
| Loans and advances to central bank |
|
— |
|
|
— |
|
|
76,007 |
|
| Reverse repurchase agreements |
|
— |
|
|
1,377,064,056 |
|
|
(4,360,086,771) |
|
| Debt securities |
|
(382,629,604) |
|
|
39,473,840 |
|
|
97,235,455 |
|
| Financial assets at fair value through other comprehensive income |
|
(924,448,146) |
|
|
(3,308,809,862) |
|
|
(1,234,553,237) |
|
| Other assets |
|
663,839 |
|
|
(127,758,192) |
|
|
(130,068,358) |
|
|
|
|
|
|
|
|
| Net increases (decreases) in operating liabilities: |
|
9,407,107,699 |
|
|
11,612,195,554 |
|
|
13,059,845,135 |
|
| Financial liabilities at amortized cost |
|
|
|
|
|
|
| Deposits from financial institutions |
|
5,115,285 |
|
|
22,602,465 |
|
|
9,797,799 |
|
| Deposits from customers |
|
7,791,807,081 |
|
|
10,044,971,402 |
|
|
10,344,023,210 |
|
| Deposits from government sector |
|
388,690,312 |
|
|
271,760,230 |
|
|
96,338,549 |
|
| Repurchase agreements |
|
484,978,836 |
|
|
10,563,568 |
|
|
(15,331,561) |
|
| Financial liabilities at FVTPL |
|
10,168,110 |
|
|
(19,398,316) |
|
|
41,255,757 |
|
| Other financial liabilities |
|
726,348,075 |
|
|
1,281,696,205 |
|
|
2,583,761,381 |
|
|
|
|
|
|
|
|
| Income tax paid |
|
(20,787,168) |
|
|
(361,727,897) |
|
|
(20,229,191) |
|
|
|
|
|
|
|
|
| Interest received |
|
4,786,812,016 |
|
|
6,229,747,260 |
|
|
8,936,110,766 |
|
| Interest paid |
|
(1,719,435,302) |
|
|
(2,461,008,424) |
|
|
(4,442,805,007) |
|
| Total cash flows generated by operating activities |
|
1,000,293,262 |
|
|
3,406,237,944 |
|
|
1,722,297,979 |
|
The accompanying explanatory notes are an integral part of these consolidated financial statements.
|
|
|
|
Banco BBVA Argentina S.A.
|
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023
(in thousands of Argentine pesos in constant currency – Note 2.1.5.) (cont.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Accounts |
|
December 31,
2025 |
|
December 31,
2024 |
|
December 31,
2023 |
| Cash flows from investing activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Payments: |
|
(244,390,334) |
|
|
(218,408,805) |
|
|
(126,498,206) |
|
| Purchase of property and equipment, intangible assets and other assets |
|
(216,833,693) |
|
|
(216,430,025) |
|
|
(120,739,244) |
|
| Acquistion of a subsidiary, net of cash acquired |
|
(25,543,084) |
|
|
— |
|
|
— |
|
| Other payments related to investment activities |
|
(2,013,557) |
|
|
(1,978,780) |
|
|
(5,758,962) |
|
|
|
|
|
|
|
|
| Collections: |
|
3,820,010 |
|
|
4,780,425 |
|
|
3,332,953 |
|
| Dividends received |
|
3,820,010 |
|
|
4,780,425 |
|
|
3,332,953 |
|
| Total cash flows used in investing activities |
|
(240,570,324) |
|
|
(213,628,380) |
|
|
(123,165,253) |
|
| Cash flows from financing activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Payments: |
|
(33,433,435) |
|
|
(136,396,506) |
|
|
(117,106,746) |
|
| Dividends |
|
(17,004,451) |
|
|
(119,195,329) |
|
|
(797,306) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Payment of lease liabilities |
|
(16,428,984) |
|
|
(17,201,177) |
|
|
(17,839,765) |
|
| Financing by local financial institutions |
|
— |
|
|
— |
|
|
(98,469,675) |
|
|
|
|
|
|
|
|
| Collections: |
|
973,300,716 |
|
|
300,031,252 |
|
|
41,315,629 |
|
| Debt securities issued |
|
411,215,685 |
|
|
116,474,963 |
|
|
38,925,831 |
|
| Financing by local financial institutions |
|
359,078,613 |
|
|
134,119,228 |
|
|
— |
|
| Other collections related to financing activities |
|
203,006,418 |
|
|
49,437,061 |
|
|
2,389,798 |
|
| Total cash flows generated/(used in) by financing activities |
|
939,867,281 |
|
|
163,634,746 |
|
|
(75,791,117) |
|
| Effect of exchange rate changes on cash and cash equivalents |
|
341,690,609 |
|
|
(712,796,039) |
|
|
1,641,030,429 |
|
| Inflation effect on cash and cash equivalents |
|
(1,003,131,090) |
|
|
(2,202,662,658) |
|
|
(2,533,281,293) |
|
| Total changes in cash and cash equivalents |
|
1,038,149,738 |
|
|
440,785,613 |
|
|
631,090,745 |
|
| Cash and cash equivalents at the beginning of the year (Note 4) |
|
3,714,135,212 |
|
|
3,273,349,599 |
|
|
2,642,258,854 |
|
| Cash and cash equivalents at the end of the year (Note 4) |
|
4,752,284,950 |
|
|
3,714,135,212 |
|
|
3,273,349,599 |
|
The accompanying explanatory notes are an integral part of these consolidated financial statements.
|
|
|
|
|
|
|
|
|
|
Banco BBVA Argentina S.A.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos) (cont.)
|
|
1. General information
1.1. Information on Banco BBVA Argentina S.A.
Banco BBVA Argentina S.A. (hereinafter “BBVA Argentina”, the “Bank” or the “Entity”) is a corporation (“sociedad anónima”) incorporated under the laws of Argentina, operating as a universal bank with a network of 234 national branches.
Since December 1996, BBVA Argentina is controlled by Banco Bilbao Vizcaya Argentaria, S.A. (“BBVA”, “BBVA Group” or the “controlling entity”), which directly and indirectly owned 66.55% of the share capital of the Bank as of December 31, 2025.
These Consolidated Financial Statements relate to the Bank and its subsidiaries (collectively, the “Group”). The Bank’s subsidiaries are detailed in Note 2.2.
Part of the Bank’s share capital is publicly traded and has been registered with the Buenos Aires Stock Exchange, the New York Stock Exchange and the Madrid Stock Exchange.
1.2. Evolution of the macroeconomic situation and the financial and capital systems
Milei’s administration took office and among its main objectives, there were the elimination of the fiscal deficit based on the reduction of the primary public expenditure of both the Nation and the Provinces, and the resizing of the State’s structure, by eliminating subsidies and transfers.
The measures taken regarding the monetary policy have significantly reduced the gap between the official exchange rate and the free exchange market rate (traded through stock‑market instruments) from a peak of 200% in the fourth quarter of 2023 to approximately 4% as of the date of issuance of these financial statements. In April 2025, new measures were introduced to ease foreign‑exchange controls, including the establishment of a floating band system (between ARS 1,000 and ARS 1,400 - a range scheduled to be adjusted by 1% per month through December 2025 and, beginning January 2026, in line with inflation), within which the US dollar exchange rate can fluctuate in the foreign exchange market, the elimination of foreign exchange restrictions applicable to individuals, the authorization of companies to transfer dividends abroad to non-resident shareholders for the fiscal years starting from January 1, 2025 and increased flexibility to make payments abroad for imports of goods and services, among other regulations.
Among other monetary and financial measures, and with the aim of drastically reducing the so-called quasi-fiscal deficit, the authorities carried out debt swaps involving the BCRA’s obligations with banks, as well as put options on government securities held by financial institutions, and transferred such instruments to the National Treasury. Together with the fiscal surplus recorded by the National Government and the rollover of peso-denominated debt services, these actions allowed for a significant reduction in inflation (31.5% during the year 2025) and in nominal interest rates, although the latter have shown an increased level of volatility.
Regarding sovereign debt, several voluntary local debt exchanges, along with agreements reached regarding obligations with the Paris Club and the International Monetary Fund (IMF), allowed the country to avoid defaults, and the BCRA made progress in normalizing external commercial debt and, in accumulating international reserves sourced from both the trade surplus and the Asset Regularization Regime established under Law No. 27,743. In April 2025, the IMF Executive Board approved an Extended Fund Facility (EFF) arrangement for Argentina totaling approximately USD 20 billion. This approval included an immediate disbursement of USD 12 billion and an subsequent disbursement of USD 2 billion made in August 2025. On the same date, the World Bank and the Inter-American Development Bank also approved financial assistance packages to Argentina under their respective multi-annual programs, amounting to USD 12 billion and USD 10 billion, respectively. Additionally, on October 20, 2025, the BCRA announced the signing of a currency stabilization agreement with the U.S. Treasury Department for an amount of up to USD 20 billion for conducting bilateral currency swap operations between both parties. On December 15, 2025, the BCRA announced its international reserve accumulation goals of USD 17 billion for all of 2026, to be achieved through foreign currency purchases by said body in the Single and Free Exchange Market.
|
|
|
|
|
|
|
|
|
|
Banco BBVA Argentina S.A.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
|
|
At a broader level, the National Government’s program includes structural reforms across both the economic framework and other areas of public policy. On October 26, 2025, national legislative elections were held, resulting in an increase in the governing party’s parliamentary representation. In the following days, there was a significant increase in the prices of Argentine financial assets and a reduction in the country-risk premium, while the Argentine government announced a call to other political forces to seek consensus to advance its package of economic, labor, and tax reforms, among others. Finally, in December 2025, the National Congress approved the 2026 Budget which includes growth targets and a reduction in the expected inflation level.
Although the macroeconomic and financial environment has improved in recent months, the slow and uneven recovery of economic activity, combined with an uncertain global outlook, requires Management to continuously monitor developments that may affect the Entity’s financial position and performance and that may need to be reflected in future financial statements.
2. Basis for the presentation of the consolidated financial statements and applicable accounting standard
2.1. Basis for preparation
2.1.1. Applicable accounting standards
These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS” or “IFRS Accounting Standards”) as issued by the International Accounting Standards Board (“IASB”) (“IFRS-IASB”).
The consolidated financial statements for the year ended December 31, 2025, were authorized for issue on April 9, 2025.
2.1.2. Figures stated in thousands of pesos
Amounts in these consolidated financial statements are presented in thousands of Argentine pesos in terms of purchasing power as of December 31, 2025 and are rounded to the nearest amount in thousands of pesos.
It should also be noted that the Entity and its subsidiaries, consider the Argentine peso as their functional and presentation currency.
2.1.3. Presentation of Statement of Financial Position
The Entity presents its Statement of Financial Position in order of liquidity.
Financial assets and financial liabilities are generally reported in gross figures in the Statement of Financial Position. They are offset and reported on a net basis only if there is a legal and unconditional right to offset them and Management has the intention to settle them on a net basis or to realize assets and settle liabilities simultaneously.
These consolidated financial statements were prepared on historical cost basis (see note 2.1.5. Measuring unit), except for certain financial instruments which were valued at Fair value through Other Comprehensive Income (OCI) or at Fair Value through Profit or Loss. In addition, assets and liabilities of derivatives and assumed in the Business combination (see Note 2.2.) were valued at Fair Value through profit or loss.
2.1.4. Comparative information
The Statement of Financial Position as of December 31, 2025 is comparatively presented with data as of prior year-end, while the Statements of Profit or Loss, Comprehensive Income, Changes in Equity, and Cash Flows, are comparatively presented with data for the years ended December 31, 2024 and 2023.
The figures of comparative information have been restated in order to consider the changes in the general purchasing power of the currency and, as a result, are stated in the measuring unit current as of the end of the reporting period (see “Measuring unit” below).
|
|
|
|
|
|
|
|
|
|
Banco BBVA Argentina S.A.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
|
|
2.1.5. Measuring unit
These consolidated financial statements as of and for the year ended December 31, 2025 have been restated to be expressed in terms of the measuring unit current as of that date, in accordance with IAS 29 “Financial Reporting in Hyperinflationary Economies”.
According to IFRS Accounting Standards, the restatement of financial statements is needed when the functional currency is the currency of a hyperinflationary economy. To achieve consistency in identifying an economic environment of that nature, IAS 29 establishes (i) certain non-exclusive qualitative indicators consisting of analyzing general population behavior, prices, interest rates and salaries in view of the evolution of price indexes and the loss of purchasing power of the currency, and (ii) as a quantitative characteristic, which is the most considered condition in practice, to test whether the cumulative inflation rate in three years approaches or exceeds 100%.
Due to several macroeconomic factors, three-year inflation was above this figure, while the national government’s targets and other available projections indicate that this trend will not be reversed in the short term. The Argentine economy is considered to be hyperinflationary as from July 1, 2018.
Such restatement should be made as if the economy had always been hyperinflationary, using a general price index that reflects the changes in the purchasing power of the currency. In order to make such restatement, a series of indexes are prepared and published on a monthly basis by the Argentine Federation of Professional Councils of Economic Sciences (FACPCE, as per its Spanish acronym), which combine the domestic consumer price index (CPI) published by the National Institute of Statistics and Census (INDEC, as per its Spanish acronym) as from January 2017 (base month: December 2016) with the domestic wholesale price index (IPIM, as per its Spanish acronym) published by INDEC until such date, computing for November and December 2015, for which the INDEC did not published any information on the variation of the IPIM, the variation of the CPI in the City of Buenos Aires.
Considering the index referred above, inflation for the fiscal years ended December 31, 2025, 2024 and 2023 was 31.55%, 117.76% and 211.41%, respectively.
Below is a description of the main impacts of applying IAS 29 and the restatement process of financial statements:
a)Description of the main aspects of the statement of financial position restatement process:
i.Monetary items (those with a fixed nominal value in local currency) are not restated, as they are already expressed in the measuring unit current as of the end of the reporting period. In an inflationary period, holding monetary assets generates a loss of purchasing power and holding monetary liabilities generates a gain in purchasing power, provided that such items are not subject to an adjustment mechanism that offsets these effects to some extent. Gain or loss on net monetary position is included in profit (loss) for the reporting period.
ii.Assets and liabilities subject to adjustments pursuant to specific agreements are adjusted according to such agreements.
iii.Non-monetary items measured at their current values at the end of the reporting period are not restated for their presentation in the statement of financial position, but the adjustment process must be completed in order to determine in terms of constant measuring unit, the gain or loss generated for holding those non-monetary items.
iv.Non-monetary items measured at historical cost or at a current value as of a date prior to the end of the reporting period are restated at indexes that reflect the variation occurred in the general price index level as from the date of acquisition or restatement until the closing date, and then the restated amounts of said assets are compared with the relevant recoverable values. Profit (loss) for the period from depreciation of property and equipment and amortization of intangible assets, as well as any other consumption of non-monetary assets are determined on the basis of the new restated amounts.
v.The restatement of non-monetary assets in terms of a measuring unit current at the end of the reporting period without an equivalent adjustment for tax purposes results in a taxable temporary difference and the recognition of deferred tax liabilities, whose balancing entry is recognized in profit or loss for the period.
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|
|
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|
|
|
|
Banco BBVA Argentina S.A.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
|
|
b)Description of the main aspects of the statements of profit and loss and other comprehensive income restatement process:
i.Expenses and income are restated as from the date of their booking, except for those profit or loss items that reflect or include in their determination the consumption of assets in purchasing power currency of a date prior to the booking of the consumption, which are restated taking as basis the date of origination of the asset with which the item is related; and also except for income or loss arising from comparing two measurements expressed in purchasing power currency of different dates, for which it is necessary to identify the amounts compared, restate them separately, and make the comparison again, but with the amounts already restated.
ii.Gain or loss on net monetary position will be classified according to the item that originated it, and is presented in a separate line reflecting the effect of inflation on monetary items.
c)Description of the main aspects of the statement of changes in shareholders’ equity restatement process:
i.As of the transition date (January 1, 2017) the Entity has applied the following procedures:
a)Equity items, except for those stated below, are restated as from the date on which they were subscribed for or paid-in.
b)Reserves, including the reserve for first time application of IFRS Accounting Standards, were maintained at their nominal value as of the transition date (non-restated legal amount).
c)Restated unappropriated retained earnings are determined according to the difference between restated net assets as of the transition date and the rest of the components of initial equity restated as described above.
d)Balances of other accumulated comprehensive income were restated as of the transition date.
ii.After the restatement as of the transition date stated in (i) above, all the shareholders’ equity components are restated by applying the general price index from the beginning of the fiscal year and each variation of those components is restated from the date of contribution or from the moment such variation occurred by other means, restating the balances of other accumulated comprehensive income according to the items that give rise to it.
d)Description of the main aspects of the statement of cash flows restatement process:
i.All items are restated in terms of the measuring unit current as of the end of the reporting period.
ii.Monetary gain or loss on the components of cash and cash equivalents are disclosed in the statement of cash flows after operating, investing and financing activities, in a separate line and independent from them, under “Inflation effect on cash and cash equivalents”.
2.2. Basis for consolidation
The consolidated financial statements comprise the Entity’s and its subsidiaries’ financial statements as of December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024 and 2023.
Subsidiaries are all entities controlled by the Bank. The Bank controls an entity when it is exposed to, or has rights to, variable returns from its continued involvement with the entity and has the ability to manage the operating and financial policies of that entity, in order to affect those returns.
This is generally observed in the case of an ownership interest representing more than 50% of the voting shares of an entity.
However, under particular circumstances, the Entity may exercise control with an ownership interest below 50% or may not exercise control even with an ownership interest above 50% in the voting shares of an investee.
When assessing if the Entity has control over an investee and therefore, whether it controls the variability of its returns, the Entity considers all the relevant events and circumstances, including:
•The purpose and design of the investee.
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|
Banco BBVA Argentina S.A.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
|
|
•The relevant activities, the decision-making process on these activities and whether the Entity and its subsidiaries can manage those activities.
•Contractual agreements such as call options, put options and settlement rights.
•If the Entity and its subsidiaries are exposed to, or entitled to, variable returns arising from their interest in the investee, and are empowered to affect their variability.
Subsidiaries are fully consolidated as from the date on which effective control thereof is transferred to the Entity and they are no longer consolidated as from the date on which such control ceases. These consolidated financial statements include the Entity’s and its subsidiaries’ assets, liabilities, profit or loss and each component of other comprehensive income. Transactions among consolidated entities are fully eliminated.
Any change in the ownership interest in a subsidiary, without loss of control, is booked as an equity transaction. Conversely, if the Entity loses control over a subsidiary, it derecognizes the related assets (including goodwill), liabilities, non-controlling interest and other equity components, while any resulting gain or loss is recognized in profit or loss, and any retained investment is recognized at fair value at the date of the loss of control.
The financial statements of subsidiaries have been prepared as of the same date and for the same accounting periods as those of the Entity, using accounting policies consistent with those applied by the Entity. If necessary, relevant adjustments are made to the financial statements of subsidiaries so that the accounting policies used by the Group are uniform.
Besides, non-controlling interests represent the portion of profit or loss and shareholders’ equity that does not belong, either directly or indirectly, to the Entity. Non-controlling interests are exposed in these financial statements in a separate line in the Statements of Financial Position, of Profit or Loss, of Comprehensive Income and of Changes in Equity.
As of December 31, 2025, and 2024 and for the years ended December 31, 2025, 2024 and 2023, the Entity has consolidated its financial statements with the financial statements of the following companies, except for FCA Compañia Financiera S.A. that it is consolidated with the Entity as of December 31, 2025:
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| Subsidiaries |
|
Registered Office |
|
Province |
|
Country |
|
Main Business Activity |
| Volkswagen Financial Services Cía. Financiera S.A. |
|
Av. Córdoba 111, 30th floor |
|
City of Buenos Aires |
|
Argentina |
|
Financing |
| PSA Finance Arg. Cía. Financiera S.A. |
|
Carlos María Della Paolera 265, 22nd floor |
|
City of Buenos Aires |
|
Argentina |
|
Financing |
| FCA Compañía Financiera S.A. (1) |
|
Carlos María Della Paolera 265, 22nd floor |
|
City of Buenos Aires |
|
Argentina |
|
Financing |
Consolidar Administradora de Fondos de Jubilaciones y Pensiones S.A. (undergoing liquidation proceedings) (1) |
|
Av. Córdoba 111, 22nd floor |
|
City of Buenos Aires |
|
Argentina |
|
Retirement and Pension Fund Manager |
| BBVA Asset Management Argentina S.A.U. Sociedad Gerente de Fondos Comunes de Inversión. |
|
Av. Córdoba 111, 30th floor |
|
City of Buenos Aires |
|
Argentina |
|
Mutual Funds Management |
(1)Consolidar Administradora de Fondos de Jubilaciones y Pensiones S.A. (undergoing liquidation proceedings) (“Consolidar A.F.J.P. S.A. (undergoing liquidation proceedings)”): a corporation incorporated under the laws of Argentina undergoing liquidation proceedings. On December 4, 2008, Law No. 26,425 was enacted, providing for the elimination and replacement of the capitalization regime that was part of the Integrated Retirement and Pension System, with a single pay-as-you go system named the Argentine Integrated Retirement and Pensions System (SIPA). Consequently, Consolidar A.F.J.P. S.A. (undergoing liquidation proceedings) ceased to manage the resources that were part of the individual capitalization accounts of affiliates and beneficiaries of the capitalization regime of the Integrated Retirement and Pension System, which were transferred to the Guarantee Fund for the Sustainability of the Argentine Retirement and Pension Regime as they were already invested, and the Argentine Social Security Office (ANSES, as per its Spanish acronym) is now the sole and exclusive owner of those assets and rights. Likewise, on October 29, 2009, the ANSES issued Resolution 290/2009, whereby retirement and pension fund managers interested in reconverting their corporate purpose to manage the funds for voluntary contributions and deposits held by participants in their capitalization accounts had 30 business days to express their intention to that end. On December 28, 2009, based on the foregoing and taking into consideration that it is impossible for Consolidar A.F.J.P. S.A. (undergoing liquidation
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|
Banco BBVA Argentina S.A.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
|
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proceedings) to comply with the corporate purpose for which it was incorporated, it was resolved, at a Unanimous General and Extraordinary Shareholders’ Meeting to approve the dissolution and subsequent liquidation of that company effective as of December 31, 2009.
On December 7, 2010, Consolidar A.F.J.P. S.A. (undergoing liquidation proceedings) filed a lawsuit for damages against the Argentine government under case No. 40.437/2010. The lawsuit was ratified by BBVA Banco Francés in its capacity as the Company’s majority shareholder. On July 1, 2021, a decision rejecting the claim was issued. On August 9, 2022, Room I of the Federal Court of Appeals in Contentious and Administrative Matters ratified the trial court decision. On August 25, 2022, a federal extraordinary appeal was filed against the abovementioned resolution, which was partially accepted in regard to the federal issue at stake and rejected the request concerning the grounds of arbitrariness through the court decision dated September 15, 2022. Considering the partial rejection, an appeal was filed with the Argentine Supreme Court of Justice on September 21, 2022. The Attorney General of the Nation has been notified and issued two non-binding opinions recommending to the Supreme Court of Justice of the Nation the rejection of the appeals filed by Consolidar AFJP S.A. As of the date of issuance of these financial statements, neither the outcome of the legal process referred to above nor the final assessment of the case by the Argentine Supreme Court of Justice can be estimated. Similarly, in the hypothetical event of a rejection, all or part of the legal costs may be imposed on Consolidar AFJP S.A. (undergoing liquidation proceedings) and the assets of such entity were insufficient to bear them, the Bank would bear these expenses, reserving the right to recover the proportional part related to the remaining shareholder.
As of December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024 and 2023, the Entity’s interest in its consolidated companies was as follows, except for FCA Compañia Financiera S.A. that it is consolidated with the Entity as of December 31, 2025:
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|
| Subsidiaries |
|
Shares |
|
Interest held by the Entity |
|
Non-controlling Interests |
|
Type |
|
Number |
|
% of Total Shares |
|
% of Total Votes |
|
% of Total Shares |
|
% of Total Votes |
| Volkswagen Financial Services Cía. Financiera S.A. |
|
Common |
|
897,000,000 |
|
51.00 |
% |
|
51.00 |
% |
|
49.00 |
% |
|
49.00 |
% |
| PSA Finance Arg. Cía. Financiera S.A. (1) |
|
Common |
|
52,178 |
|
50.00 |
% |
|
50.00 |
% |
|
50.00 |
% |
|
50.00 |
% |
| FCA Compañía Financiera S.A. (1) |
|
Common |
|
721,431,000 |
|
50.00 |
% |
|
50.00 |
% |
|
50.00 |
% |
|
50.00 |
% |
| Consolidar Administradora de Fondos de Jubilaciones y Pensiones S.A. (undergoing liquidation proceedings) (2) |
|
Common |
|
235,738,503 |
|
53.89 |
% |
|
53.89 |
% |
|
46.11 |
% |
|
46.11 |
% |
| BBVA Asset Management Argentina S.A.U. Sociedad Gerente de Fondos Comunes de Inversión. |
|
Common |
|
242,524 |
|
100.00 |
% |
|
100.00 |
% |
|
0.00 |
% |
|
0.00 |
% |
(1)According to the Shareholders’ Agreement, the Bank controls the entity because it is exposed, or has rights, to variable returns from its continued involvement with the entity and has the ability to direct the relevant activities in order to affect those returns, such as financial and risk management activities, among others.
(2)On November 28, 2023, a contribution of 120,000 (432,309 in restated values) was made, which was integrated in cash. The Bank subscribed 64,667 (232,977 in restated values) and Banco Bilbao Vizcaya Argentaria S.A. (BBVA) 55,333 (199,332 in restated values).
The Entity’s and its subsidiaries’ total assets, liabilities and equity as of December 31, 2025 and 2024, are as follows:
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|
|
|
|
|
|
|
|
|
Banco BBVA Argentina S.A.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| The Entity’s and its subsidiaries’ |
December 31, 2025 |
| Assets |
Liabilities |
|
Equity attributable to owners of the Bank |
Non-controlling interests |
|
Total comprehensive (loss) income attributable to owners of the Bank |
Total comprehensive (loss) income attributable to non-controlling interests |
| Volkswagen Financial Services Cía. Financiera S.A. |
560,772,538 |
|
472,460,010 |
|
|
45,039,390 |
|
43,273,138 |
|
|
6,354,334 |
|
6,105,144 |
|
| PSA Finance Arg. Cía. Financiera S.A. |
356,431,344 |
|
297,794,492 |
|
|
29,318,426 |
|
29,318,426 |
|
|
11,359,648 |
|
11,359,622 |
|
| FCA Compañía Financiera S.A. (1) |
396,754,020 |
|
320,138,020 |
|
|
38,308,000 |
|
38,308,000 |
|
|
— |
|
— |
|
| Consolidar Administradora de Fondos de Jubilaciones y Pensiones S.A.(undergoing liquidation proceedings) |
483,808 |
|
100,328 |
|
|
206,657 |
|
176,823 |
|
|
(42,104) |
|
(36,026) |
|
| BBVA Asset Management Argentina S.A.U. Sociedad Gerente de Fondos Comunes de Inversión |
127,330,747 |
|
43,546,635 |
|
|
83,784,112 |
|
— |
|
|
43,247,670 |
|
— |
|
| The Entity |
24,537,865,376 |
|
21,105,587,890 |
|
|
3,432,277,486 |
|
— |
|
|
164,168,537 |
|
— |
|
| Eliminated |
(571,246,525) |
|
(374,589,940) |
|
|
(196,656,585) |
|
— |
|
|
(60,919,548) |
|
— |
|
| The Group |
25,408,391,308 |
|
21,865,037,435 |
|
|
3,432,277,486 |
|
111,076,387 |
|
|
164,168,537 |
|
17,428,740 |
|
(1)Corresponds to the fair value of the identifiable assets and liabilities.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| The Entity’s and its subsidiaries’ |
December 31, 2024 |
| Assets |
Liabilities |
|
Equity attributable to owners of the Bank |
Non-controlling interests |
|
Total comprehensive (loss) income attributable to owners of the Bank |
Total comprehensive (loss) income attributable to non-controlling interests |
| Volkswagen Financial Services Cía. Financiera S.A. |
344,083,387 |
|
268,230,337 |
|
|
38,685,056 |
|
37,167,994 |
|
|
5,597,697 |
|
5,378,177 |
|
| PSA Finance Arg. Cía. Financiera S.A. |
198,795,229 |
|
162,877,625 |
|
|
17,958,802 |
|
17,958,802 |
|
|
(1,360,309) |
|
(1,360,309) |
|
| Consolidar Administradora de Fondos de Jubilaciones y Pensiones S.A.(undergoing liquidation proceedings) |
554,905 |
|
93,294 |
|
|
248,760 |
|
212,851 |
|
|
(175,986) |
|
(150,578) |
|
| BBVA Asset Management Argentina S.A.U. Sociedad Gerente de Fondos Comunes de Inversión |
50,788,203 |
|
10,251,981 |
|
|
40,536,222 |
|
— |
|
|
26,227,101 |
|
— |
|
| The Entity |
19,049,456,851 |
|
15,663,726,462 |
|
|
3,385,730,389 |
|
— |
|
|
52,003,501 |
|
— |
|
| Eliminated |
(279,945,505) |
|
(182,516,665) |
|
|
(97,428,840) |
|
— |
|
|
(30,288,503) |
|
— |
|
| The Group |
19,363,733,070 |
|
15,922,663,034 |
|
|
3,385,730,389 |
|
55,339,647 |
|
|
52,003,501 |
|
3,867,290 |
|
Closing of the acquisition of 50% stake in FCA Compañía Financiera S.A. and determination of the transaction price
On December 18, 2024, the Entity entered into an agreement with FIDIS S.P.A pursuant to which the Entity intends to acquire 50% of the share capital of FCA Compañía Financiera S.A. (hereinafter, “FCA CF”).
FCA CF is a financial company authorized by the Board of Directors of the Central Bank of the Argentine Republic through Resolution No. 432, dated September 16, 1999. It is part of the global Stellantis automotive group, and its main activity is providing financing to private, non‑financial‑sector residents for the purchase of vehicles of Fiat, Jeep and RAM brands, which are produced and/or marketed by FCA Automobiles Argentina S.A.
On November 5, 2025, the BCRA issued the resolution whereby it decided not to raise any objections, under Section 15 of Financial Institutions Law No. 21,526, to the shareholding change to take place in FCA Compañía Financiera S.A., pursuant to which the Bank and Stellantis Financial Services Europe will each become shareholders holding a 50% (fifty percent) interest in the share capital and voting rights of FCA CF, once the closing of the transaction occurs, involving the effective transfer of 100% of the share capital of FCA CF from Fidis S.p.A.
|
|
|
|
|
|
|
|
|
|
Banco BBVA Argentina S.A.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
|
|
and FCA Automobiles Argentina S.A. to the new shareholders.
Furthermore, on November 6, 2025, the Secretariat of Industry and Commerce, based on the recommendation issued by the National Antitrust Commission, authorized the economic concentration transaction consisting of the acquisition of joint control over FCA Compañía Financiera S.A. by the new shareholders, pursuant to the provisions of Section 14 a) of Law No. 27,442.
On December 10, 2025, the closing of the transaction took place, through which BBVA Argentina acquired 50% of the share capital of FCA CF, following the receipt of all applicable regulatory approvals and the holding of the FCA CF Shareholders' Meeting, at which, among other matters, the amendment of the bylaws as well as changes to the Board of Directors and the Supervisory Committee were approved. This transaction allows BBVA Argentina to strengthen its customer service in the new‑car financing segment, in a market with significant potential.
Furthermore, the transaction price of the operation amounted to 37,271 million, including the adjustment determined in accordance with the applicable contractual terms and based on the financial information as of November 30, 2025, paid at the closing date and the adjustment in March 2026.
The fair values of FCA CF's assets and liabilities at the acquisition date were:
|
|
|
|
|
|
| ASSETS |
|
| Cash and cash equivalents |
9,246,080 |
|
| Loans to customers |
385,858,034 |
|
| Tangible assets |
634,988 |
|
| Intangible assets |
795,375 |
|
| Other assets |
219,543 |
|
|
396,754,020 |
|
|
|
| LIABILITIES |
|
|
|
| Derivatives |
148,556 |
|
|
|
|
|
| Bank loans |
160,466,036 |
|
| Deposits from customers |
25,832,464 |
|
| Other financial liabilities |
89,685,797 |
|
| Debt securities issued |
27,187,690 |
|
|
|
| Income tax liabilities - Deferred |
6,573,903 |
|
| Income tax liabilities - Current |
4,979,342 |
|
| Provisions |
524,954 |
|
| Other liabilities |
4,739,278 |
|
|
320,138,020 |
|
|
|
| NET ASSETS AT FAIR VALUE |
76,616,000 |
|
|
|
Since the amount of the net assets acquired exceeds the fair value of the price paid, including the estimated price adjustment based on available information, the Entity recorded a gain of 1,037,391, which is recorded in the item "Shared of profit or loss of entities accounted using the equity method".
The Entity has elected to measure the non-controlling interest in the acquiree at the proportion of its ownership interest in the acquiree’s identifiable net assets measured at fair value at the acquisition date.
The Entity defined the effective date of acquisition for accounting purposes as of December 31, 2025.
|
|
|
|
|
|
|
|
|
|
Banco BBVA Argentina S.A.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
|
|
This decision is based on the fact that no material changes in FCA CF’s equity or results have been identified during the period between the two dates.
As a result, FCA CF has not contributed results to the consolidated operations of BBVA Argentina for the year ended December 31, 2025. If the business combination had taken place at the beginning of the fiscal year, the Bank’s profit before tax would have increased by 8,006,274 after considering the non-controlling interest. In addition, in the group’s consolidated financial statements the interest income would have increased by 93,092,849.
As of December 31, 2025 the contractual cash-flows of the “Loans to customers” amounted to 361,278,740 and the related allowances was 4,000,942.
The Board of Directors of the Entity considers that there are no other companies or structured entities that should be included in the consolidated financial statements as of and for the year ended December 31, 2025.
Trusts
The Bank acts as trustee for a number of trusts. The Bank considers the purpose and design of the trust so as to identify its relevant activities, how decisions about such activities are made, who has the current ability to direct those activities, and who receives returns therefrom. In case the Bank has decision-making power over the trust, it determines whether it acts as a principal or as an agent of a third party. The Bank has concluded that it does not have control over any of these trusts.
Mutual funds
A subsidiary of the Bank acts as fund manager of 20 mutual funds. The amount of total equity under management accrued as of December 31, 2025 and 2024 amounts to 3,938,101,383 and 3,997,282,356, respectively. Determining whether the Bank controls such an mutual fund usually focuses on the assessment of the aggregate economic interests of the Bank in the fund (comprising any carried interests and expected management fees) and considers that investors have no right to remove the fund manager without cause. The Bank has concluded that it does not have control over any of these mutual funds.
2.3. Significant accounting policies
2.3.1. Going concern
The Entity’s Management conducted an assessment of its ability to continue as a going concern and concluded that it has the resources to continue in business for the foreseeable future. Furthermore, Management is not aware of any material uncertainties that could call into question the Entity’s ability to continue as a going concern. Therefore, these consolidated financial statements were prepared on a going concern basis.
2.3.2. Foreign currency
Transactions in foreign currencies are translated into the respective functional currency of the Bank at the spot exchange rates published by the BCRA at the date of the transactions.
Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the spot exchange rate at the reporting date.
Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated into the functional currency at the spot exchange rate at the date on which the fair value is determined. Non-monetary assets and liabilities that are measured based on historical cost in a foreign currency are translated using the spot exchange rate at the date of the transaction.
Foreign currency differences arising from translation are recognized in profit or loss.
|
|
|
|
|
|
|
|
|
|
Banco BBVA Argentina S.A.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
|
|
2.3.3. Cash and cash equivalents
Cash and cash equivalents includes cash, bank deposits, balances with no restrictions kept with the BCRA and on-demand accounts held at domestic and foreign financial institutions that are subject to an insignificant risk of changes in their fair value which are used by the Bank in the management of its short-term commitments.
Cash and cash equivalents are carried at amortized cost in the Consolidated Statement of Financial Position.
2.3.4. Financial assets and liabilities
a)Initial recognition and measurement
The Group initially recognizes loans, deposits, debt securities issued and liabilities on the date on which they are originated. All other financial instruments (including ordinary course purchases and sales of financial assets) are recognized on the trade date, which is the date when the Group becomes party to the contractual provisions of the instrument.
The Group recognizes purchases of financial instruments with the commitment to resell at a certain price as a loan granted in the line “Reverse repurchase agreements” in the Consolidated Statement of Financial Position. The difference between the purchase and sale prices of those instruments is recorded as interest accrued during the term of the transactions using the effective interest method.
Financial assets and financial liabilities are initially recognized at fair value. Instruments not measured at fair value through profit or loss (FVTPL) are recognized at fair value plus (in the case of assets) or minus (in the case of liabilities) the transaction costs directly attributable to the acquisition of the asset or the issuance of the liability.
The transaction price is usually the best evidence of fair value for initial recognition.
However, if the Group determines that the fair value at initial recognition is different than the consideration received or paid, when the fair value is classified as Level 1 or 2, the financial instrument is initially recognized at fair value and the difference is recognized in profit or loss. If the fair value at initial recognition is classified as Level 3, the difference between the fair value and the consideration is deferred. The Bank shall recognize that deferred profit or loss only to the extent that it arises from a change in a factor (including time) that market participants would take into account when pricing the asset or liability. The aforementioned difference, which mainly relates to credit card transactions, is recognized in profit or loss as "Loss on initial recognition of loans bearing below market interest rate" within "Other operating expenses" in the consolidated statement of profit or loss. Subsequently, these assets are measured at amortized cost using the effective interest rate method.
b)Classification of financial assets
On initial recognition, financial assets are classified as measured at amortized cost, fair value through Other Comprehensive Income (FVOCI) or fair value through profit or loss (FVTPL).
A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as at FVTPL:
•The asset is held within a business model whose objective is to hold assets to collect contractual cash flows; and
•The contractual terms of the financial asset give rise to cash flows that are solely payments of principal and interest (“SPPI”) on the principal amount outstanding.
A financial asset is measured at FVOCI only if it meets both of the following conditions and is not designated as at FVTPL:
•The financial asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and
•The contractual terms of the financial asset give rise to cash flows that are SPPI on the principal amount outstanding.
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Banco BBVA Argentina S.A.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
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For a financial asset measured at FVOCI, gains and losses are recognised in OCI, except for the following, which are recognised in profit or loss in the same manner as for financial assets measured at amortised cost:
•Interest revenue using the effective interest method;
•Expected credit losses (“ECL”) and reversals; and
•Foreign exchange gains and losses.
When a financial asset measured at FVOCI is derecognised, the cumulative gain or loss previously recognised in OCI is reclassified from equity to profit or loss.
On initial recognition of an equity investment that is not held for trading, the Bank may irrevocably elect to, for each individual instrument, present subsequent changes in fair value in OCI. Gains and losses on such equity instruments are never reclassified to profit or loss and no impairment is recognised in profit or loss. Dividends are recognised in profit or loss unless they clearly represent a recovery of part of the cost of the investment, in which case they are recognised in OCI. Cumulative gains and losses recognised in OCI are transferred to retained earnings on disposal of an investment.
On initial recognition, the Group may irrevocably designate a financial asset that otherwise meets the requirements to be measured at amortised cost or at FVOCI or at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.
All other financial assets are classified as measured at FVTPL. This category includes derivative financial instruments.
Business model assessment
The Group makes an assessment of the objective of a business model in which an asset is held at a portfolio level because this best reflects the way the business is managed and information is provided to management. The information considered includes:
•The stated policies and objectives for the portfolio and the operation of those policies in practice. In particular, if Management focuses on the profit that arises from contractual interests,
•How the performance of the portfolio is evaluated and reported to the Group’s management,
•The risks that affect the performance of the business model and how those risks are managed,
•How managers of the business are compensated – e.g. whether compensation is based on the fair value of the assets managed or the contractual cash flows collected; and
•The frequency, volume and timing of sales in prior periods, the reasons for such sales and its expectations about future sales activity. However, information about sales activity is not considered in isolation, but as part of an overall assessment of how the Group’s stated objective for managing the financial assets is achieved and how cash flows are realized.
Financial assets that are held for trading and whose performance is evaluated on a fair value basis are measured at FVTPL because they are neither held to collect contractual cash flows nor held both to collect contractual cash flows and to sell financial assets.
Assessment of whether contractual cash flows are SPPI
For the purpose of this assessment, ‘principal’ is defined as the fair value of the financial asset on initial recognition. ‘Interest’ is defined as consideration for the time value of money and for the credit risk associated with the principal amount outstanding during a particular period of time and for other basic lending risks and costs as well as profit margin. This includes assessing whether the financial asset contains a contractual term that could change the timing or amount of contractual cash flows such that it would not meet this condition.
In making the assessment, the Group considers:
•Contingent events that would change the amount and timing of cash flows;
•Leverage features;
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Banco BBVA Argentina S.A.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
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•Prepayment and extension terms;
•Terms that limit the Bank’s claim to cash flows from specified assets; and
•Features that modify consideration of the time value of money (e.g. periodical reset of interest rate).
Reclassification
Financial assets are not reclassified after their initial recognition, except for a change in the Group’s business models. Financial liabilities are not reclassified.
As of December 31, 2025 and 2024, there were no changes to our business model.
c)Classification of financial liabilities
The Group classifies its financial liabilities, other than derivatives, financial guarantees and liabilities at fair value through profit or loss as measured at amortized cost.
Financial liabilities held for trading and derivative financial instruments are measured at FVTPL.
Financial liabilities held for trading have been acquired or incurred principally for the purpose of selling or repurchasing in the near term, or held as part of a portfolio that is managed together for short-term profit or position taking. Trading liabilities are initially recognised and subsequently measured at fair value in the Consolidated Statement of Financial Position, with transaction costs recognised in profit or loss. All changes in fair value are recognised as part of net trading income in profit or loss.
Financial guarantees are contracts that require the Group to make specified payments to reimburse the holder for a loss that it incurs because a specified debtor fails to make payment when it is due in accordance with the terms of a financial asset.
Financial guarantees issued are initially recognized at fair value, and subsequently are measured at the higher of this amortized amount and the present value of any expected payment to settle the liability when a payment under the contract has become probable.
The Group recognizes sales of financial instruments with the commitment of non-optional repurchase at a certain price (repos) as a financing received in the line “Repo transactions” in the Consolidated Statement of Financial Position. The difference between the purchase and sale prices of those instruments is recorded as interest accrued during the term of the transactions using the effective interest method and is accounted for in the line “Interest expenses” in the Consolidated Statement of Profit or Loss.
d)Measurement at amortized cost
The amortized cost of a financial asset or liability is the amount of its initial recognition less the capital reimbursements, plus or less the amortization, using the effective interest method, of any difference between the initial amount and the amount at maturity. In the case of financial assets, it also includes any impairment.
e)Modifications of financial assets and financial liabilities
i)Financial assets
If the terms of a financial asset are modified, then the Group evaluates whether the cash flows of the modified asset are substantially different.
If the cash flows are substantially different, then the contractual rights to cash flows from the original financial asset are deemed to have expired. In this case, the original financial asset is derecognised and a new financial asset is recognised at fair value plus any eligible transaction costs. Any fees received as part of the modification are accounted for as follows:
•Fees that are considered in determining the fair value of the new asset and fees that represent reimbursement of eligible transaction costs are included in the initial measurement of the asset; and
•Other fees are included in profit or loss as part of the gain or loss on derecognition.
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Banco BBVA Argentina S.A.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
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If cash flows are modified when the borrower is in financial difficulties, then the objective of the modification is usually to maximize recovery of the original contractual terms rather than to originate a new asset with substantially different terms. If the Group plans to modify a financial asset in a way that would result in forgiveness of cash flows, then it first considers whether a portion of the asset should be written off before the modification takes place. This approach impacts the result of the quantitative evaluation and the derecognition criteria are not usually met in such cases.
If the modification of a financial asset measured at amortised cost or FVOCI does not result in derecognition of the financial asset, then the Group first recalculates the gross carrying amount of the financial asset using the original effective interest rate of the asset and recognizes the resulting adjustment as a modification gain or loss in profit or loss. For floating-rate financial assets, the original effective interest rate used to calculate the modification gain or loss is adjusted to reflect current market terms at the time of the modification. Any costs or fees incurred and fees received as part of the modification adjust the gross carrying amount of the modified financial asset and are amortised over the remaining term of the modified financial asset.
If such a modification is carried out because of financial difficulties of the borrower, then the gain or loss is presented together with impairment losses. In other cases, it is presented as interest income calculated using the effective interest rate method.
ii)Financial liabilities
The Group derecognizes a financial liability when its terms are modified and the cash flows of the modified liability are substantially different. In this case, a new financial liability based on the modified terms is recognised at fair value. The difference between the carrying amount of the financial liability derecognized and consideration paid is recognised in profit or loss. Consideration paid includes non-financial assets transferred, if any, and the assumption of liabilities, including the new modified financial liability.
If the modification of a financial liability is not accounted for as derecognition, then the amortised cost of the liability is recalculated by discounting the modified cash flows at the original effective interest rate and the resulting gain or loss is recognised in profit or loss. For floating-rate financial liabilities, the original effective interest rate used to calculate the modification gain or loss is adjusted to reflect current market terms at the time of the modification. Any costs and fees incurred are recognised as an adjustment to the carrying amount of the liability and amortised over the remaining term of the modified financial liability by re-computing the effective interest rate on the instrument.
f)Derecognition of financial assets and liabilities
i)Financial assets
The Group derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Group neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.
On derecognition of a financial asset, the difference between the carrying amount of the asset (or the carrying amount allocated to the portion of the asset derecognized) and the sum of (i) the consideration received (including any new asset obtained less any new liability assumed) and (ii) any cumulative gain or loss that had been recognized in OCI is recognised in profit or loss.
Any cumulative gain/loss recognised in OCI in respect of equity investment securities designated as at FVOCI is not recognised in profit or loss on derecognition of such securities. Any interest in transferred financial assets that qualify for derecognition that is created or retained by the Group is recognised as a separate asset or liability.
The Group enters into transactions whereby it transfers assets recognised on its statement of financial position, but retains either all or substantially all of the risks and rewards of the transferred assets or a portion of them. In such cases, the transferred assets are not derecognized. Examples of such transactions are securities lending and sale-and-repurchase transactions.
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Banco BBVA Argentina S.A.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
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When assets are sold to a third party with a concurrent total rate of return swap on the transferred assets, the transaction is accounted for as a secured financing transaction similar to sale-and-repurchase transactions, because the Group retains all or substantially all of the risks and rewards of ownership of such assets.
In transactions in which the Group neither retains nor transfers substantially all of the risks and rewards of ownership of a financial asset and it retains control over the asset, the Group continues to recognise the asset to the extent of its continuing involvement, determined by the extent to which it is exposed to changes in the value of the transferred asset.
In certain transactions, the Group retains the obligation to service the transferred financial asset for a fee. The transferred asset is derecognized if it meets the derecognition criteria. An asset or liability is recognised for the servicing contract if the servicing fee is more than adequate (asset) or is less than adequate (liability) for performing the servicing.
ii)Financial liabilities
The Group derecognizes a financial liability when its contractual obligations are discharged, cancelled, or expire.
g)Impairment of financial assets
The IFRS 9 impairment model is applied to financial assets valued at amortized cost and to financial assets valued at fair value with changes in other comprehensive income, except for investments in equity instruments. Likewise, all the financial instruments valued at fair value through profit and loss are excluded from the impairment model.
The standard classifies financial instruments into three categories, which depend on the evolution of their credit risk from the moment of initial recognition. The first category includes the transactions with no significant increase in credit risk since their initial recognition and not impaired for which a 12-month ECL is recognised (Stage 1); the second comprises the financial assets for which a significant increase in credit risk has been identified since its initial recognition but which are not credit-impaired (Stage 2) for which a lifetime ECL is recognised; and the third category which is for impaired financial assets where one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred (Stage 3).
The calculation of the allowances for credit risk in each of these three categories are done differently following concepts of expected loss:
•Expected loss at 12 months: expected credit loss that arises from possible default events within 12 months following the presentation date of the financial statements, applicable for financial assets classified as Stage 1; and
•Lifetime Expected Credit Losses of the transaction: this is the expected credit loss that arises from all possible default events over the remaining life of the financial instrument, applicable for financial assets classified as Stage 2 and 3.
All this requires considerable judgment, both in the modeling for the estimation of the expected losses and in the forecasts, on how the economic factors affect such losses, which must be carried out on a weighted probability basis.
The Group has applied the following definitions in accordance with IFRS 9:
Definition of Default
It will be consider that a default can occur when one or both of the following conditions are met:
a) Objective Default: the obligor has material past due balances for more than 90 consecutive days with respect to any credit obligation. Materiality is defined by an absolute threshold (maximum amount of the sum of all past due amounts fixed in local currency at 30 thousand pesos for retail portfolios and 151 thousand pesos for wholesale portfolios) and a relative threshold (percentage reflecting the past due amount in relation to the total amount of all exposures to the obligor included in the balance sheet, excluding equity exposures, fixed at 1% for all portfolios).
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Banco BBVA Argentina S.A.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
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b) Subjective Default: when there are reasonable doubts about the entity’s ability to pay all of its debt obligations. In addition to an objective default, subjective default takes into account other indicators of probability of default such as a specific credit risk adjustment, forced restructurings, connected clients, clients in bankruptcy, among others.
Restructured asset
Policies and principles with respect to refinancing and restructuring operations
Refinancing and restructuring transactions are carried out with customers who have requested such an operation in order to meet their current loan payments if they are expected, or may be expected, to experience financial difficulty in making payments in the future.
The basic aim of a refinancing and restructuring operation is to provide the customer with a situation of financial viability over time by adapting the repayment of the loan entered into with the Group to the customer’s new situation of fund generation. The use of refinancing and restructuring for other purposes, such as to delay loss recognition, is contrary to the Group’s policies.
The Group’s refinancing and restructuring policies are based on the following general principles:
•Refinancing and restructuring is authorized according to the capacity of customers to pay the new installments. This is done by first identifying the origin of the payment difficulties and then carrying out an analysis of the customers’ viability, including an updated analysis of their economic and financial situation and capacity to pay and generate funds. If the customer is a company, the analysis also covers the situation of the industry in which it operates.
•With the aim of increasing the solvency of the operation, new guarantees and/or guarantors of demonstrable solvency are obtained where possible. An essential part of this process is an analysis of the effectiveness of both the new and original guarantees.
•This analysis is carried out from the overall customer or group perspective.
•Refinancing and restructuring operations do not in general increase the amount of the customer’s loan, except for the expenses inherent to the operation itself.
•The capacity to refinance and restructure loans is not delegated to the branches, but decided by the risk units.
•The decisions made are reviewed from time to time with the aim of evaluating full compliance with refinancing and restructuring policies.
In the case of retail customers (private individuals), the main aim of the Group’s policy on refinancing and restructuring loans is to avoid default arising from a customer’s temporary liquidity problems by implementing structural solutions that do not increase the balance of the customer’s loan. The solution required is adapted to each case and the loan repayment is facilitated, in accordance with the following principles:
•Analysis of the viability of the operations based on the customer’s willingness and ability to pay, which may be reduced, but should nevertheless be present. The customer must therefore repay at least the interest on the operation in all cases. No arrangements may be concluded that involve a grace period for both principal and interest.
•Refinancing and restructuring of operations is only allowed on those loans in which the Group originally entered into.
•Customers subject to refinancing and restructuring operations are excluded from marketing campaigns of any kind.
Under restructuring or refinancing, the cure period is defined as one year from the latter of:
•The moment of extending the restructuring measures.
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Banco BBVA Argentina S.A.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
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•The moment when the exposure has been classified as defaulted.
•The end of the grace period included in the restructuring agreements.
Additionally, this period should not be shorter than the period during which material payment has been made by the customer.
During the cure period, facilities have a PD of 100% assigned and are classified as Stage 3.
Once the cure period for Stage 3 is finished, the contract refinancing and restructuring is transferred to Stage 2 for two additional years.
If the terms of a financial asset are renegotiated or modified or an existing financial asset is replaced with a new one due to financial difficulties of the borrower, then an assessment is made of whether the financial asset should be derecognised and ECL are measured as follows.
•If the restructuring will not result in the derecognition of the existing asset, then the expected cash flows arising from the modified financial asset are included in calculating the cash shortfalls from the existing asset.
•If the restructuring will result in the derecognition of the existing asset, then the expected fair value of the new asset is treated as the final cash flow from the existing financial asset at the time of its derecognition.
Credit-impaired financial assets
At each reporting date the Group assesses whether the financial assets carried at amortized cost and debt financial assets carried at FVOCI and finance lease receivables are credit-impaired (Stage 3).
An asset is credit-impaired if one or more events have occurred and they have a detrimental impact on the estimated future cash flows of the asset.
Evidence that a financial asset is credit-impaired includes observable data about the following events:
•Significant financial difficulty of the issuer or the borrower.
•A breach of contract (e.g., a default or past due event).
•A lender having granted a concession to the borrower – for economic or contractual reasons relating to the borrower’s financial difficulty – that the lender would not otherwise consider.
•It becomes probable that the borrower will enter bankruptcy or other financial reorganization.
•The disappearance of an active market for a security because of financial difficulties.
It may not be possible to identify a single discrete event. Instead, the combined effect of several events may cause financial assets to become credit-impaired.
The definition of impaired financial assets in the Group is aligned with the definition of default previously explained.
Significant increase in credit risk
The objective of the impairment requirements is to recognize lifetime ECL for financial instruments for which there have been significant increases in credit risk since initial recognition considering all reasonable and documented information, including that information which is forward-looking.
The model developed by the Group for assessing the significant increase in credit risk has a two-prong approach:
•Quantitative criterion: the Group uses a quantitative analysis based on comparing the current expected probability of default over the life of the transaction with the original adjusted expected probability of default, so that both values are comparable in terms of expected default probability for their residual life. The thresholds used for considering a significant increase in risk take into account special cases according to geographic areas and portfolios. Depending on how old current operations are, at the time implementation of the standard, some simplification is made to compare the probabilities of default between the current and the original moment, based on the best information available at that moment.
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Banco BBVA Argentina S.A.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
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•Qualitative criterion: most indicators for detecting significant risk increase are included in the Group’s systems through rating/scoring systems or macroeconomic scenarios, so quantitative analysis covers the majority of circumstances. The Group will use additional qualitative criteria when it considers it necessary to include circumstances that are not reflected in the rating/score systems or macroeconomic scenarios used.
Additionally, instruments under one of the following main circumstances are classified as Stage 2 (Qualitative criterion):
•More than 30 days past due. However this presumption can be rebutted in those cases in which the Group considers, based on reasonable and documented information, that such non-payment does not represent a significant increase in risk. The Group has not considered periods superior to 30 days for any of the significant portfolios.
•Watch list: They are subject to special watch by the Risks units because they show negative signs in their credit quality, even though there may be no objective evidence of impairment.
•Refinance or restructuring that does not show evidence of impairment.
Method for calculating ECL
The measurement of ECL must reflect:
•A considered and unbiased amount, determined by evaluating a range of possible results.
•The time value of money.
•Reasonable and documented information that is available without undue cost or effort and that reflects current conditions and forecasts of future economic conditions.
The Group measures ECL both individually and collectively.
For significant impaired instruments the amount of credit losses is calculated as the difference between expected discounted cash flows at the effective interest rate of the transaction and the carrying amount of the instrument.
To establish which and how many clients need to be analyzed individually, the Group adopts the criteria defined by the BBVA Group, which is a relative weight in terms of total risk over the defaulted total risk of wholesale exposure and in terms of total risk over the Watch List total risk of wholesale exposure.
The scope for individual analysis is defined with the following criteria to analyze all clients with at least an asset in default and with total risk above the local threshold (200,000) or with at least an asset on the Watch List (WL) with total risk above the local threshold (900,000), meaning:
a)Stage 3 and Total Risk > 200,000;
b)Stage 2, WL and Total Risk > 900,000.
Threshold for Defaulted exposure: The threshold is established in such a way that the clients with total risk above this threshold are assessed individually for at least 40% of the total risk of the defaulted wholesale portfolio.
Threshold for Watch List exposure: The threshold is established in such a way that the clients with total risk above this threshold are assessed individually for at least 20% of the total risk of the Watch List wholesale portfolio.
For the collective measurement of expected losses instruments are grouped into groups of assets based on their risk characteristics. Exposure within each group is segmented according to the common credit risk characteristics, which are indicative of the payment capacity of the borrower in accordance with his contractual conditions. These risk characteristics have to be relevant in estimating the future flows of each group.
The characteristics of credit risk may consider, among others, the following factors:
•Type of instrument.
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Banco BBVA Argentina S.A.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
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•Rating or scoring tools.
•Type of collateral.
•Period of time at default for stage 3.
•Segment.
•Qualitative criteria which can have a significant increase in risk.
ECL are derived from the following parameters:
•Probability of Default (PD): An estimate of the likelihood of default over a given time horizon.
•Exposure at Default (EAD): An estimate of the exposure at a future default date, taking into account expected changes in the exposure after the reporting date.
•Credit Conversion Factors (CCF): An estimate applied to off-balance sheet balances to determine the credit risk exposure in the event of a default. The Entity discloses, in the "Additional information on the credit quality of assets" section of Note 33, the estimate of credit risk exposure determined on the balances of loan commitments and financial guarantees.
•Loss Given Default (LGD): An estimate of the loss arising on default, based on the difference between the contractual cash flows due and those that the lender would expect to receive, including from any collateral.
In the case of debt securities, the Low Default Portfolio (LDP) methodology that is used has parameters based on external ratings.
Use of present, past and future information
ECL requires incorporation of present, past and future information to detect any significant increase in risk and measure the expected loss.
ECL does not require identification of all possible scenarios for measuring expected loss. However, the probability of a loss event occurring and the probability it will not occur also need to be considered, even if the possibility of a loss may be very small. Also, when there is no linear relation between the different future economic scenarios and their associated expected losses, more than one future economic scenario must be used for the measurement.
The approach used by the Group consists of using first the most probable scenario (baseline scenario) consistent with that used in the Group’s internal management processes, and then applying an additional adjustment, calculated by considering the weighted average of expected losses in other economic scenarios (one more positive and the other more negative). This adjustment is applied every six months and the macro model is calibrated at least once a year. The main macroeconomic variable in each of the scenarios is Gross Domestic Product (“GDP”).
Presentation of allowance for ECL in the statement of financial position
Loss allowances for ECL are presented in the statement of financial position as follows:
•Financial assets measured at amortised cost: as a deduction from the gross carrying amount of the assets;
•Loan commitments and financial guarantee contracts: generally, as a provision; and
•Financial assets measured at FVOCI: no loss allowance is recognised in the statement of financial position because the carrying amount of these assets is their fair value. However, the loss allowance is disclosed and is recognised in the fair value reserve (OCI).
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Banco BBVA Argentina S.A.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
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Recognition of ECL in the statement of profit or loss
The Group recognizes changes in the expected credit loss allowances as an impairment charge or release in the Consolidated Statement of Profit or Loss within “Impairment of financial assets”. It includes, the combined effect of risk parameter updates (EAD, PD and LGD), inter-stage allowances transitions, the incorporation of forward-looking guidance and the monetary effect of the adjustments by inflation.
Measurement of Expected Credit Losses (ECL)
The ECL of a financial instrument must reflect an unbiased estimate, the time value of money and a forward looking perspective (including the economic forecast).
Therefore the recognition and measurement of ECL is highly complex and involves the use of significant analysis and estimation including formulation and incorporation of forward-looking economic conditions into ECL.
Risk Parameters Adjusted by Macroeconomic Scenarios
ECL must include forward-looking macroeconomic information. The Group uses the credit risk parameters PD, LGD and EAD in order to calculate the ECL for the credit portfolios.
The Group’s methodological approach in order to incorporate the forward looking information aims to determine the relation between macroeconomic variables and risk parameters following three main steps:
•Step 1: Analysis and transformation of time series data.
•Step 2: For each dependent variable find conditional forecasting models that are economically consistent.
•Step 3: Select the best conditional forecasting model from the set of candidates defined in Step 2, based on their out of sample forecasting performance.
How economic scenarios are reflected in calculation of ECL
Based on economic theory and analysis, the macroeconomic variables most directly relevant for explaining and forecasting the selected risk parameters are:
•The net income of families, corporates or public administrations.
•The payment amounts on the principal and interest on the outstanding loans.
The Group approximates these variables by using a proxy indicator from the set included of the macroeconomic scenarios provided by the economic research department.
Only a single specific indicator can be used for each of the two variables and only key macroeconomic indicators should be chosen as the first option: a) the use of GDP Growth can be perceived as the only sufficient “factor” necessary to capture the influence of the entire macroeconomic scenario possibly relevant to internal PD; or b) the use of the most representative short-term interest rate or the exchange rate expressed in real terms.
GDP growth is preferred over any other indicator, not only because it is the most comprehensive indicator of income and economic activity, but also because it is the central variable in macroeconomic scenario generation.
Multiple scenario approach under IFRS 9
IFRS 9 requires calculating an unbiased probability weighted measurement of ECL by evaluating a range of possible outcomes, including forecasts of future economic conditions.
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Banco BBVA Argentina S.A.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
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The BBVA Research team produces forecasts of the macroeconomic variables under the baseline scenario, which are used in the rest of the related processes of the Group, such as budgeting, the internal capital adequacy assessment process (ICAAP) and risk appetite framework, stress testing, etc.
Additionally, the BBVA Research team produces alternative scenarios to the baseline scenario so as to meet the requirements under the IFRS 9.
Alternative macroeconomic scenarios
For each of the macro-financial variables (GDP or interest rate or exchange rate), BBVA Research produces three scenarios.
Each of these scenarios corresponds to the expected value of a different area of the probabilistic distribution of the possible projections of the economic variables.
The approach of the Group consists of using the scenario that is the most likely scenario, which is the baseline scenario, consistent with the rest of internal processes (ICAAP, Budgeting) and then applying upside and downside scenarios by taking into account the weighted average of the ECL determined by each of the scenarios.
It is important to note that in general, the effect of the adjustment for the application of multiple scenarios is expected to increase the ECL. It is possible to obtain an adjustment that does not have that effect whenever the correlation between macroeconomic scenarios and losses is linear; however, it is not expected that it will reduce the ECL.
h)Write-off
Loans and debt securities are written off (either partially or in full) when there is no reasonable expectation of recovering the financial asset in its entirety or a portion thereof. This is generally the case when the Group determines that the borrower does not have assets or sources of income that could generate sufficient cash flows to repay the amounts subject to the write-off. This assessment is carried out at the individual asset level.
Recoveries of amounts previously written off are included in the Consolidated Statement of Profit or Loss.
Financial assets that are written off could still be subject to enforcement activities in order to comply with the Group’s procedures for recovery of amounts due.
i)Offsetting
Financial assets and financial liabilities are offset and net amounts presented in the statement of financial position when, and only when, the Group has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realize the asset and settle the liability simultaneously.
Income and expenses are presented on a net basis only when permitted under IFRS-IASB, or for gains and losses arising from a group or similar transactions such as in the Group’s trading activity.
2.3.5. Investments in joint ventures and associates
An associate is an entity over which the Group has a significant influence but not control over its financial and operating policies. Significant influence is presumed to exist when the Group holds between 20 and 50 percent of the voting power of another entity. A joint venture is an arrangement in which the Group has joint control whereby the Group has rights to the net assets of the arrangement rather than rights to its assets and obligations for its liabilities.
Investments in associates and joint ventures are initially recognized at cost, which includes transaction costs, and subsequently accounted for using the equity method.
The consolidated financial statements include the Group’s share of the income and expenses and equity movements of equity accounted investees, after adjustments to align the accounting policies with those of the Group, from the date that significant influence or joint control commences until the date that significant influence ceases.
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Banco BBVA Argentina S.A.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
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When the Group’s share of losses exceeds its interest in an equity accounted investee, the carrying amount of that interest, including any long-term investments, is reduced to nil, and the recognition of further losses is discontinued except to the extent that the Group has an obligation or has made payments on behalf of the investee.
Business combination
A business combination is a transaction, or any other deal, by which the Group obtains control over one or more businesses, accounting for by applying the “acquisition method”.
According to this method, the acquirer has to recognize the assets acquired and the liabilities and contingent liabilities assumed, including those that the acquired entity had not accounted for. The method involves the measurement of the consideration paid or delivered for the business combination and its allocation to the assets, liabilities and contingent liabilities measured according to their fair value, at the acquisition date, as well as the recognition of any non-controlling participation (minority interests) that may arise from the transaction.
The acquirer shall recognize an asset in the consolidated balance sheet under the heading “Intangible assets - Goodwill” if on the acquisition date there is a positive difference between:
•the sum of the consideration paid, the amount of all the minority interests and the fair value of the stock previously held in the acquired business; and
•the fair value of the assets acquired and liabilities assumed.
Goodwill is initially measured at cost (the excess of the sum of the consideration transferred and the amount recognized for the non-controlling interest and any previously held interest over the net identifiable value of the acquired assets and assumed liabilities). After initial recognition, goodwill is measured at cost less any accumulated impairment losses in accordance with item 2.3.12, Impairment of non-financial assets.
If the difference is negative, that is, if the fair value of the acquired assets and assumed liabilities exceeds the sum of the consideration given, the Entity shall reassess whether it has correctly identified all the acquired assets and all the assumed liabilities and shall review the procedures used to measure the amounts to be recognized at the acquisition date. If the reassessment still results in an excess of the fair value of the net assets acquired over the sum of the consideration transferred, then the gain is recognized in profit or loss (“Shared of profit or loss of entities accounted using the equity method”).
In accordance with IFRS 3, in each business combination, the non-controlling interest in the acquiree may be measured in one of two ways: (i) at fair value at the acquisition date or (ii) at the amount representing the minority proportionate interest in the acquiree's identifiable net assets measured at fair value at the acquisition date. The BBVA Group has always opted for the second method.
2.3.6. Property and equipment
Property and equipment items are measured at cost, net of accumulated depreciation and accumulated impairment losses, if any.
The cost includes the spot purchase price and expenses directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating as intended by Management.
At the transition date to IFRS on January 1, 2017 the Group considered as the deemed cost of its real estate the fair value at that date determined through technical appraisals.
If significant parts of an item of property and equipment have different useful lives, they are accounted for as separate items (major components) of property and equipment.
Any gains or losses on disposal of an item of property and equipment are recognized net within other income in profit or loss. Subsequent expenses are only capitalized if they are likely to provide future economic benefits for the Group. Ongoing repairs and maintenance are expensed as incurred.
Depreciation is calculated using the straight line method over the estimated useful lives of the assets, and is recognized in profit or loss in the heading “Depreciation and amortization” on the consolidated statement of profit or loss.
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Banco BBVA Argentina S.A.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
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The estimated useful lives of significant items of property and equipment are as follows:
•Buildings: as informed in the technical appraisal corresponding to each one.
•Furniture and facilities: 10 years.
•Equipment: 3-5 years.
•Automobiles: 5 years.
Depreciation methods and useful lives are reviewed at each reporting date and adjusted prospectively, if necessary. As a non-monetary asset, this item is adjusted for inflation.
2.3.7. Investment properties
Investment properties are measured at cost, net of accumulated depreciation and accumulated impairment losses, if any.
The cost includes the spot purchase price and expenses directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating as intended by Management.
At the transition date to IFRS on January 1, 2017 the Group considered as deemed cost of its investment properties the fair value at that date determined through technical appraisals.
Any gains or losses on disposal of investment property (calculated as the difference between the net proceeds from disposal and the carrying amount of the item) are recognized in profit or loss.
When the use of a property changes such that it is reclassified as property and equipment, its fair value at the date of reclassification becomes its cost for subsequent accounting.
The estimated useful lives of investment properties are as informed in the respective technical appraisal. Depreciation is calculated using the straight-line method during the estimated useful lives of the assets and is recognized in the Consolidated Statement of Income under “Depreciation and amortization”.
Depreciation methods and useful lives are reviewed at each reporting date and adjusted prospectively, if necessary. As a non-monetary asset, this item is adjusted for inflation.
For the purposes of the depreciation calculation, the guidelines described in 2.3.6. are followed.
2.3.8. Leases
IFRS 16 introduces a single lessee accounting model, requiring that lessees recognize the asset related to the right of use of the leased asset and a lease liability representing the obligation to make lease payments. The Entity has opted to apply the exceptions related to the recognition of short-term leases and leases where the underlying asset is of low value.
As to the lessor’s accounting, IFRS 16 substantially keeps the requirements of IAS 17. Therefore, lessors continue classifying leases as operating or finance, and each of them is recognized differently.
The Group recognizes the right of use as an asset and the lease liability as a liability, mainly related to the leases of offices in its branch network.
As of December 31, 2025, the Entity had not entered into agreements related to variable lease payments. As of such date, there were no leases that had not yet commenced, pursuant to which the Entity had undertaken commitments, and which enter into force in subsequent years.
Below is a detail of the accounting policies:
•Contracts that contain a lease
At the beginning of the contract, the Group evaluates whether a contract is, or contains a lease. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
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Banco BBVA Argentina S.A.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
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•Leases where the Group is the lessor
When the Group acts as lessor, at the beginning of the contract the Group determines whether it is a finance or an operating lease.
To classify each lease, the Group evaluates if it transfers substantially all the risks and rewards incidental to the ownership of the leased asset. If so, it classifies it as a finance lease, otherwise, it is an operating lease.
In a finance lease, the leased asset is derecognized and recognized as a receivable for an amount equivalent to the net investment in the lease under “Loans and advances to customers”.
Lease payments included in the measurement of the net investment are:
•Fixed payments, including payments that are substantially fixed;
•Variable payments, which depend on a rate or index, initially measured applying the rate or index as of the lease commencement date;
•Any amounts expected to be collected as guaranteed residual value;
•The exercise price of call options, if it is reasonably certain that they will be exercised; and
•Any penalties for early termination, if it is reasonably certain that the contract will be terminated early.
Collections received under a finance lease are broken down into interest and the reduction of the net investment in the lease. Interest is recognized over the lease term applying an effective interest rate. Contingent leases are not considered in determining the net investment in the lease.
In an operating lease, the leased asset (generally investment property) is not derecognized, and the collection received is recognized as income applying the straight-line method.
•Leases where the Group is the lessee
The Group recognizes the right of use of the leased asset and the lease liability at the beginning of the contract. The right of use is initially measured at cost, which includes the initial amount of the lease liability adjusted for any lease payments made before the beginning of the contract, plus initial direct costs incurred and an estimate of the costs for dismantling or restoring the underlying asset, less any incentives received.
The right of use of the leased asset is then depreciated on a straight-line basis from the beginning of the contract to the expiration of the lease term.
The lease liability is initially measured at the present value of the lease payments that were not paid at the beginning of the contract, discounted using the BBVA Group’s incremental borrowing rate.
Lease payments included in the measurement of the lease liability include the following items:
•Fixed payments, including payments that are substantially fixed;
•Variable payments, which depend on a rate or index, initially measured applying the rate or index as of the lease commencement date;
•Any amounts expected to be paid as guaranteed residual value;
•The exercise price of call options, if it is reasonably certain that they will be exercised;
•Any amounts expected to be paid for renewal periods if it is reasonably certain that the renewal options will be exercised; and
•Any penalties for early termination, if it is reasonably certain that the contract will be early terminated.
The lease liability is measured at amortized cost, using the effective interest rate method. It is remeasured when there is a change in future lease payments due to a change in the rate or index, in the amounts that the Group is expected to pay as guaranteed residual value or if the Group changes the evaluation as regards whether it will exercise a call, renewal or early termination option. When the lease liability is remeasured; the relevant adjustment is recognized in the right of use of the leased asset.
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Banco BBVA Argentina S.A.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
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Lease liabilities denominated in US dollars are translated into the functional currency at the spot exchange rate at the reporting date. Foreign currency differences arising from translation are recognized in profit or loss.
The Group has elected not to recognize right of use assets and liabilities for lease of low-value and short-term leases, including IT equipment. The Group recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term.
2.3.9. Intangible assets
Intangible assets include the information systems costs of acquisition and implementation, which are measured at cost less accumulated amortization and impairments, if any.
Subsequent expenses related to information systems are only capitalized if the economic benefits of the related asset increase. All other expenses are recognized as incurred.
Information systems are amortized using the straight line method over their estimated useful life of 5 years and are recognized in profit or loss in the heading “Depreciation and amortization” on the Consolidated Statement of Profit or Loss.
Amortization methods and the estimated useful lives are reviewed at each reporting date and adjusted prospectively, if necessary. As a non-monetary asset, this item is adjusted for inflation.
2.3.10. Other assets
Foreclosed assets
Assets acquired as security for loans are measured at fair value at the date on which the Entity becomes the owner thereof, and any differences with the accounting balance of the related loan are recognized in profit or loss. The subsequent valuation will be based on the acquired asset.
Rest of other assets
Other assets (prepayments, advances to personnel, tax advances, advances to suppliers of goods, among others) are booked when the right to collect or receive consideration is earned and are valued at amortized cost less impairment losses.
2.3.11.Non- current assets held-for-sale
Assets are classified as held-for-sale if it is highly likely that they will be recovered, mainly through their sale, which is estimated to occur within the twelve months following the date of their classification as such.
These assets are measured at the lower of their carrying amount and their fair value less the cost of disposal.
As a non-monetary asset, this item was adjusted for inflation.
Once classified as held-for-sale, property and equipment are no longer depreciated and any equity-accounted investee is no longer equity accounted.
2.3.12. Impairment of non-financial assets
At each reporting date, the Group assesses whether there are indications that a non-financial asset may be impaired (except deferred tax assets). If there is such an indication, the asset’s recoverable value is estimated.
For the impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows for their continued use that is largely independent of the cash inflows from other assets or other cash generating units (CGU).
The “recoverable value” of an asset or CGU is the greater of its value in use and its fair value less the cost of sale. “Value in use” is based on estimated future cash flows, discounted at their present value using the pre-tax discount rate that reflects current market assessment of the time value of money and the risks specific to the asset or CGU.
An impairment loss is recognized if the carrying amount of an asset or CGU exceeds its recoverable amount.
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Banco BBVA Argentina S.A.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
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An impairment loss for goodwill is not reversed. For other assets, an impairment loss is reversed only to the extent the carrying amount of the assets does not exceed the amount they would have been determined if the impairment loss had not been recognized.
2.3.13. Provisions
The Group recognizes a provision if and only if the Group has a present legal or constructive obligation resulting from past events; it is probable (i.e. more likely than not) that an outflow of resources will be required to settle the obligation; and the amount payable can be estimated reliably.
To assess provisions, the existing risks and uncertainties are considered, taking into account the opinion of the Group’s external and internal legal advisors. Based on the analysis carried out, the Group recognizes a provision for the amount considered as the best estimate of the potential expense necessary to settle the present obligation at each reporting date.
The provisions recognized by the Group are reviewed at each reporting date and are adjusted to reflect the best estimate available.
2.3.14.Employee benefits
a)Short-term personnel benefits
Short-term personnel benefits are expensed as the related service is provided. A liability is recognized for the amount expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past services provided by its personnel and the obligation can be estimated reliably.
b)Other long-term personnel benefits
The Group’s obligation in relation to long-term personnel benefits is the amount of the future benefit the employees have earned in exchange for services provided during the current and prior periods. The benefit is discounted at present value. Remeasurement is recognized in profit or loss.
c)Termination benefits
Termination benefits are expensed at the earlier of when the Group can no longer withdraw the offer of those benefits and when the Group recognizes costs for a restructuring. If benefits are not expected to be wholly settled within 12 months of the reporting date, then they are discounted.
2.3.15. Share capital, Share premium and Inflation adjustment to share capital and premium
The “Share capital” and “Share premium” accounts are presented at its nominal value, in accordance with current regulations, and the difference with its restated amount is presented in the complementary account “Inflation adjustment to share capital and premium”.
Transaction costs directly attributable to the issuance of ordinary shares are recognized as a reduction of the contributions received, net of the related income tax.
2.3.16. Interest income and expenses
Interest income and expenses are recognized in profit or loss using the effective interest rate method. The ‘effective interest rate’ is the rate that exactly discounts estimated future cash payments and collections during the expected lifetime of the financial instrument to the gross carrying amount of the financial assets; or the amortized cost of the financial liability.
The calculation of the effective interest rate includes transaction costs, commissions and other items paid or received that are an integral part of the effective interest rate. Transaction costs include incremental costs that are directly attributable to the acquisition of a financial asset or the issuance of a financial liability.
The ‘amortized cost’ of a financial asset or financial liability is the amount at which the financial asset or financial liability is measured on initial recognition minus the principal repayments, plus or minus the cumulative amortization using the effective interest method of any difference between that initial amount and the maturity amount and, for financial assets, adjusted for any ECL allowance.
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Banco BBVA Argentina S.A.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
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The ‘gross carrying amount of a financial asset’ is the amortized cost of a financial asset before adjusting for any ECL allowance.
In calculating interest income and expense, the effective interest rate is applied to the gross carrying amount of the asset (when the asset is not credit-impaired) or to the amortized cost of the liability.
However, for financial assets that have become credit-impaired subsequent to initial recognition, interest income is calculated by applying the effective interest rate to the amortized cost of the financial asset. If the asset is no longer credit-impaired, then the calculation of interest income reverts to the gross basis.
Interest income and expenses presented in the Consolidated Statement of profit or loss mainly include interest on:
•Financial assets and liabilities measured at amortized cost; and
•Financial assets measured at fair value through OCI
2.3.17. Fee and commission income / expenses
This item contains income from commissions resulting from transactions with customers, mainly related to maintenance and administration fees on current and saving accounts, credit cards, securities custody and foreign exchange transactions.
Commissions, fees and similar items that are part of a financial asset or liability’s effective interest rate are included in the effective interest rate.
The breakdown of commission income and expenses is presented in Note 22 and 23 to these financial statements.
Other commission income is recognized when the related services are performed:
•at a point in time (in relation to fees for services, fees for investment funds management, sales commissions, syndication fees), or
•over the performance obligation period (in relation to annual fee for credit cards, issuance of financial guarantees).
Commission expenses are recognized in profit or loss when the related service is received.
2.3.18. Current and deferred income tax
Income tax expense includes the current income tax and the deferred income tax and is recognized in profit or loss, except to the extent it relates to an item recognized in OCI or directly in equity.
a)Current taxes
The current amount of tax payable (or to be recovered) is the best estimate of the amount that is expected to be paid (or to be recovered) measured at the applicable tax rate enacted or substantially enacted at the reporting date.
b)Deferred tax
Deferred income tax recognizes the tax effect of temporary differences between the carrying amounts of the assets and liabilities and the related tax bases used for tax purposes.
Deferred tax is not recognized for:
•Temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination and that does not affect accounting nor taxable profit or loss.
•Temporary differences related to an investment in subsidiaries to the extent that is probable that it will not reverse in the foreseeable future; and
•Taxable temporary differences arising on the initial recognition of goodwill.
Deferred tax liabilities are recognized for the tax effect of all taxable temporary differences.
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Banco BBVA Argentina S.A.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
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Deferred tax assets are recognized for unused tax losses and deductible temporary differences to the extent that it is probable that future taxable profits against which they can be used will be available. Future taxable profits are determined based on the Bank’s business plans. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that is no longer probable that the related tax benefit will be realized; while such reductions are reversed when the probability of future taxable profits improves.
Unrecognized deferred tax assets are reassessed at each reporting date and recognized to the extent that it becomes probable that future taxable profit against which they can be used will be available.
Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, using tax rates enacted or substantively enacted at the reporting date.
The measurement of deferred tax reflects the tax consequences that would follow the manner in which the Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.
Deferred tax assets and liabilities are offset only if certain criteria are met.
2.3.19. Segment reporting
An operating segment is a component of the Bank that engages in business activities and from which it may earn revenues and incur expenses, including revenues and expenses relating to transactions with any of the Bank’s other components, whose operating results are regularly reviewed by the Bank’s chief operating decision maker (CODM) to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available. As of December 31, 2025 and 2024, the Group has determined that it has only one reportable segment related to banking activities.
2.3.20. Customer Loyalty Program
The loyalty program offered by the Bank consists in accumulating points generated by purchases made with the credit cards, which can be exchanged by any reward available in the program platform.
While the program is managed by the Bank, it has concluded that it is acting as an agent in relation to the points and consequently the allocated transaction price consists only of the commission on the amounts paid to the principal.
The Bank concluded that the rewards to be granted originate a separate performance obligation. Therefore, at the end of each fiscal year, the Bank recognized a provision for the rewards to be granted in “Other liabilities”.
2.4. Accounting judgments, estimates and assumptions
The preparation of the consolidated financial statements in accordance with IFRS Accounting Standards requires the preparation and consideration, by the Entity’s and its subsidiaries’ Management, of significant accounting judgments, estimates and assumptions that impact in the reported balances of assets and liabilities, income and expenses, as well as in the determination and disclosure of contingent assets and liabilities as of the end of the reporting period.
The entries made are based on the best estimate of the probability of occurrence of different future events. In this sense, the uncertainties associated with the estimates and assumptions adopted may result in the future in final results that would differ from such estimates and require significant adjustments to the reported balances of the assets and liabilities affected. Accounting judgments, estimates and assumptions are reviewed on an ongoing basis and their effects are recognized prospectively.
2.4.1. Judgments
Information about judgments made in applying accounting policies that have the most significant effects on the amounts recognized in the consolidated financial statements is described in Note 2.2. Determination of the “Basis of consolidation” regarding the existence of control of other entities and Note 2.3. “Significant accounting policies” under the following headings:
•Note 2.3.4.b) – “Financial assets and liabilities - Classification of financial assets”
•Note 2.3.4.g) – “Financial assets and liabilities - Impairment of financial assets”
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Banco BBVA Argentina S.A.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
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•Note 2.3.8. – “Leases”
•Note 2.3.12 – “Impairment of non-financial assets”
2.4.2. Assumptions and estimation uncertainties
Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment in these consolidated financial statements within the next financial year is included in the following notes:
•Note 2.3.4.g) – “Measurement of Expected Credit Losses (ECL)” regarding impairment of financial assets: establishing the criteria for determining whether credit risk on a financial asset has increased significantly since initial recognition, determining the methodology for incorporating forward-looking information into the measurement of ECL and selection and approval of models used to measure ECL.
•Note 2.3.5. "Investments in joint ventures and associates" related to business combination accounting policy and the estimates and methodology for determining the fair value of assets and liabilities of FCA Compañía Financiera S.A.
•Note 8 – “Income Tax”, regarding availability of future taxable profit against which deferred tax assets may be realized and the effect of the final resolution of uncertain tax positions.
•Note 17 – “Provisions”, regarding the likelihood, timing and amount of outflow of resources.
•Note 34 b.3) – “Valuation techniques for Levels 2 and 3”, regarding measurement of the fair value of financial instruments with observable and unobservable inputs, respectively.
2.4.3. Fair value measurement
The fair value of a financial asset or liability is the price that would be received for the sale of an asset or paid for the transfer of a liability in an orderly transaction between market participants at the measurement date.
The most objective and usual reference of the fair value of a financial asset or liability is the price that would be paid in an orderly, transparent and deep market, that is to say, its quoted or market price.
If it is not possible to obtain a market price, a fair value is determined using best market practice quoting techniques, such as cash flows discount based on a yields curve for the same class and type of instrument, or if there is no market curve with the same characteristics of the bond, the fair value is calculated considering the latest market price plus interest accrued until the valuation date (whichever is more representative for the security).
In line with the accounting standard, a three-level classification of financial instruments is established. This classification is mainly based on the observability of the necessary inputs to calculate that fair value, defining the following levels:
•Level 1: Financial instruments valued with quoted prices in an active market. Active market means a market that allows the observation of representative prices with sufficient frequency and daily volume.
•Level 2: Financial instruments that do not have an active market, but that may be valued through observable market inputs. Observable market inputs should be understood as such assets with market quoted prices that allow to calculate an interest rate curve or determine a credit spread.
•Level 3: Valuation using models where variables not obtained from observable market inputs are used.
2.5. Regulatory matters
2.5.1. Regulatory changes introduced during this fiscal year by the IASB
In the fiscal year beginning January 1, 2025, the following amendments to IFRS Accounting Standards became effective, which have not had a significant impact on these consolidated financial statements taken as a whole:
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Banco BBVA Argentina S.A.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
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Amendments to IAS 21 - Lack of exchangeability:
In August 2023, the IASB issued amendments to IAS 21 relating to the “Lack of exchangeability”. The amendment to IAS 21 specifies how an entity should assess whether a currency is exchangeable and how it should determine a spot exchange rate when interchangeability is lacking. A currency is considered to be exchangeable for another currency when an entity is able to obtain the other currency without undue delay and through markets or exchange mechanisms that create enforceable rights and obligations. If a currency is not exchangeable for another currency, an entity is required to estimate the spot exchange rate at the measurement date. An entity's purpose in estimating the spot rate is to reflect the rate at which an orderly exchange transaction would take place at the measurement date between market participants under prevailing economic conditions. The amendments state that an entity may use an unadjusted observable exchange rate or other estimation technique.
When an entity estimates a spot exchange rate because a currency is not exchangeable for another currency, it should disclose information that enables users of the financial statements to understand how the fact of that currency not being interchangeable affects, the entity's performance, financial position and cash flows.
2.6. New pronouncements
The standards and interpretations applicable to the Entity, issued but with effective date after the date of these consolidated financial statements are exposed below. The Entity will adopt these standards, if applicable, when they are effective. The Entity is evaluating the impact that this amendment would have on the Consolidated Financial Statements:
IFRS 18 - Presentation and Disclosures in Financial Statements
In April 2024, the IASB issued IFRS 18 “Presentation and Disclosures in Financial Statements”, which addresses the format for the presentation of profit or loss in financial statements, performance measures defined by management and aggregation/disaggregation of disclosures. This standard will replace IAS 1 and is effective from January 1, 2027. The Entity is evaluating the impact that these amendments may have on the financial statements.
Amendments to IFRS 9 and IFRS 7 - Classification and measurement of financial instruments
In May 2024, the IASB issued amendments to the classification and measurement of financial instruments, which:
•Clarify that a financial liability is derecognized on the “settlement date,” i.e., when the related obligation is discharged, cancelled, expires or the liability otherwise qualifies for derecognition. It also introduces an accounting policy option to derecognize financial liabilities that are settled through an electronic payment system before the settlement date if certain conditions are met.
•Clarified how to assess contractual cash flow characteristics of financial assets that include environmental, social and governance (ESG) and other similar contingent characteristics.
•Clarified the treatment of non-recourse assets and contractually linked instruments.
•Require additional disclosures for financial assets and liabilities with contractual terms that refer to a contingent event (including those that are linked to ESG) and equity instruments classified at fair value through other comprehensive income.
These amendments are effective from January 1, 2026. The Entity is evaluating the impact that these amendments may have on the financial statements.
Improvements to IFRS Accounting Standards
In July 2024, the IASB published Annual Improvements to IFRS Accounting Standards - Volume 11. Below is a summary of the amendments made:
|
|
|
|
|
|
|
|
|
|
Banco BBVA Argentina S.A.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
|
|
•IFRS 1 First-time Adoption of International Financial Reporting Standards - Hedge Accounting by a first-time adopter.
•IFRS 7 Financial Instruments: Disclosures about gain or loss on derecognition, deferred difference between fair value and transaction price, and disclosures about credit risk; amendments are also made to paragraph IG1 of the Implementation Guidance.
•IFRS 9 Financial Instruments - Derecognition of lease liabilities by the lessee. However, the amendment does not address how a lessee distinguishes between a lease modification as defined in IFRS 16 and an extinguishment of a lease liability in accordance with IFRS 9.
•IFRS 9 Financial Instruments - Transaction Price: paragraph 5.1.3 of IFRS 9 has been amended to replace the reference to “transaction price as defined by IFRS 15 Revenue from contracts with customers” with “the amount determined by applying IFRS 15”.
•IFRS 10 Consolidated Financial Statements - Determination of a “de facto agent”: paragraph B74 of IFRS 10 has been amended to clarify that the relationship described in paragraph B74 is only one example of the various relationships that could exist between the investor and other parties acting as de facto agents of the investor.
•IAS 7 Statement of Cash Flows - Cost Method: paragraph 37 of IAS 7 has been amended to replace the term “cost method” with “at cost”, following the previous deletion of the definition of “cost method”.
These amendments are effective from January 1, 2026. The Entity is evaluating the impact that these amendments may have on the financial statements.
Amendments to IFRS 9 and IFRS 7 – Power Purchase Agreements
In December 2024, the IASB issued amendments regarding nature-dependent electricity contracts, which include:
•Clarify the application of the “own use” requirements.
•Permit hedge accounting if these contracts are used as hedging instruments.
•Ad new disclosure requirements to enable investors to understand the effect of these contracts on a company’s financial performance and cash flows.
The clarifications regarding the “own use” requirements must be applied retrospectively, whereas the guidance permitting hedge accounting must be applied prospectively to new hedging relationships designated on or after the initial application date.
These amendments are effective from January 1, 2026. The Entity is evaluating the impact that these amendments may have on the financial statements.
Amendments to IAS 21 – Conversion to a Hyperinflationary Presentation Currency
In November 2025, the IASB issued amendments to IAS 21 requiring the conversion of a non-hyperinflationary functional currency to a hyperinflationary presentation currency at the closing exchange rate.
If an entity’s functional currency is the currency of a non-hyperinflationary economy, but its presentation currency is the currency of a hyperinflationary economy, its results and financial position are translated into the presentation currency by converting all amounts (i.e., assets, liabilities, equity items, income, and expenses) and all comparative data at the closing exchange rate at the date of the most recent statement of financial position. An entity whose functional and presentation currency is that of a hyperinflationary economy restates the comparative amounts of a foreign operation whose functional currency is that of a non-hyperinflationary economy by applying the general price index, in accordance with paragraph 34 of IAS 29, to the comparative figures of the foreign operation.
The amendments also introduce certain additional disclosure requirements.
These amendments are effective as of January 1, 2027. The Entity is currently evaluating the impact that of these amendments on its financial statements.
|
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|
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|
|
Banco BBVA Argentina S.A.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
|
|
3. Earnings per share
The Group presents basic and diluted earnings per share (“EPS”) data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss that is attributable to ordinary shareholders of the Bank by the weighted-average number of ordinary shares outstanding during the period. Diluted EPS is determined by adjusting the profit or loss that is attributable to ordinary shareholders and the weighted-average number of ordinary shares outstanding for the effects of all dilutive potential ordinary shares.
The calculation of the earnings per share is detailed below:
|
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|
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|
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|
|
|
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|
|
|
|
| Accounts |
|
December 31,
2025 |
|
December 31,
2024 |
|
December 31,
2023 |
| Numerator: |
|
|
|
|
|
|
| Profit attributable to owners of the Bank |
|
315,143,929 |
|
|
474,106,223 |
|
|
449,341,296 |
|
| Profit attributable to owners of the Bank adjusted to reflect the effect of dilution |
|
315,143,929 |
|
|
474,106,223 |
|
|
449,341,296 |
|
| Denominator: |
|
|
|
|
|
|
| Weighted average of outstanding ordinary shares for the year |
|
612,710,079 |
|
612,710,079 |
|
612,710,079 |
| Weighted average of outstanding ordinary shares for the year adjusted to reflect the effect of dilution |
|
612,710,079 |
|
612,710,079 |
|
612,710,079 |
| Basic earnings per share (in pesos) (1) |
|
514.3443 |
|
|
773.7856 |
|
|
733.3669 |
|
| Diluted earnings per share (in pesos) (1) |
|
514.3443 |
|
|
773.7856 |
|
|
733.3669 |
|
(1)Since BBVA Argentina has not issued financial instruments with a dilutive effect on earnings per share, basic and diluted earnings per share are the same.
4. Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2025 |
|
December 31,
2024 |
| Cash |
1,328,387,521 |
|
|
2,343,875,064 |
|
| BCRA - Unrestricted current account |
2,178,769,159 |
|
|
998,174,027 |
|
| Balances with other local and foreign institutions |
1,236,636,577 |
|
|
372,714,943 |
|
| Others |
8,534,049 |
|
|
— |
|
| Allowances for ECL |
(42,356) |
|
|
(628,822) |
|
| TOTAL |
4,752,284,950 |
|
|
3,714,135,212 |
|
It is worth mentioning that the balances of Cash and cash equivalents as of December 31, 2023, amounted to 3,273,349,599.
|
|
|
|
|
|
|
|
|
|
Banco BBVA Argentina S.A.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
|
|
5. Financial assets at fair value through profit or loss
5.1. Debt securities
|
|
|
|
|
|
|
|
|
|
|
|
| |
December 31,
2025 |
|
December 31,
2024 |
| Government securities |
314,976,869 |
|
|
120,757,396 |
|
| Private securities - Corporate bonds |
490,903 |
|
|
— |
|
|
|
|
|
| TOTAL |
315,467,772 |
|
|
120,757,396 |
|
5.2. Derivatives
The Group uses derivatives, not designated in a qualifying hedge relationship, to manage its exposure to foreign currency and interest rate risks. The instruments used include interest rate swaps and forward contracts (net settled in pesos).
The aforementioned instruments were measured at fair value and were recognized in the Consolidated Statement of Financial Position in the item “Derivative instruments”. Changes in fair values were recognized in the Consolidated Statement of Profit or Loss in “Gains on financial assets and liabilities at fair value through profit or loss, net”.
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2025 |
|
December 31,
2024 |
| Foreign Currency Forwards - NDF |
26,431,048 |
|
|
11,061,528 |
|
| Foreign Currency Forwards - A3 Mercados |
11,792,046 |
|
|
1,133,199 |
|
| Interest Rate Swaps |
642,156 |
|
|
780,465 |
|
|
|
|
|
| TOTAL |
38,865,250 |
|
|
12,975,192 |
|
The notional amounts of foreign currency forward transactions, stated in US Dollars (US$) and in Euros, as applicable, as well as the base value of interest rate swaps and put options taken are reported below:
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2025 |
|
December 31,
2024 |
| Foreign Currency Forwards |
|
|
|
| Foreign currency forward purchases - US$ |
631,333 |
|
|
718,460 |
|
Foreign currency forward sales - US$ (2) |
587,705 |
|
|
705,015 |
|
Foreign currency forward sales – Euros (2) |
7,800 |
|
|
3,451 |
|
| Interest Rate Swaps |
|
|
|
Fixed rate for floating rate (1) |
14,000,000 |
|
|
7,044,000 |
|
|
|
|
|
|
|
|
|
(1)Floating rate: BADLAR (Buenos Aires Deposits of Large Amount Rate), is the interest rate for time deposits over 1 (one) million pesos, for 30 to 35 days.
(2)See note 14.1.
|
|
|
|
|
|
|
|
|
|
Banco BBVA Argentina S.A.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
|
|
5.3. Equity instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2025 |
|
December 31,
2024 |
| BYMA - Bolsas y Mercados Argentinos S.A. |
7,477,421 |
|
|
7,975,690 |
|
| VALO - Banco de Valores de Buenos Aires S.A. |
2,582,396 |
|
|
2,752,230 |
|
| Mutual Funds |
1,734,669 |
|
|
985,529 |
|
| TOTAL |
11,794,486 |
|
|
11,713,449 |
|
6. Financial assets at amortized cost
6.1. Loans and advances to financial institutions
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2025 |
|
December 31,
2024 |
| Loans and advances to financial institutions |
232,957,607 |
|
|
79,238,172 |
|
| Allowances for ECL |
(1,360,158) |
|
|
(2,587,212) |
|
| TOTAL |
231,597,449 |
|
|
76,650,960 |
|
6.2. Loans and advances to customers
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2025 |
|
December 31,
2024 |
| Credit Cards |
3,324,652,080 |
|
|
2,700,273,367 |
|
| Loans for the prefinancing and financing of exports |
2,320,420,414 |
|
|
1,320,509,652 |
|
| Notes |
2,110,791,712 |
|
|
1,444,674,103 |
|
| Consumer loans |
1,435,813,194 |
|
|
1,070,865,228 |
|
| Overdrafts |
1,187,162,393 |
|
|
845,861,625 |
|
| Commercial papers |
900,926,315 |
|
|
960,646,847 |
|
| Pledge loans |
745,011,668 |
|
|
234,614,487 |
|
| Real estate mortgage |
620,063,658 |
|
|
308,009,841 |
|
| Loans to employees |
132,386,032 |
|
|
58,097,435 |
|
| Receivables from financial leases |
39,907,599 |
|
|
33,770,950 |
|
| Documents purchased |
19,989,851 |
|
|
1,211,225 |
|
| Other financing |
1,992,127,004 |
|
|
1,066,756,180 |
|
| Allowances for ECL |
(615,790,398) |
|
|
(206,367,123) |
|
| TOTAL |
14,213,461,522 |
|
|
9,838,923,817 |
|
The Group holds loans and other financing within a business model whose objective is collecting contractual cash flows.
|
|
|
|
|
|
|
|
|
|
Banco BBVA Argentina S.A.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
|
|
Loans by Economic Activity
The tables below analyze our loan portfolio (broken down by performing and non-performing) according to the borrowers’ main economic activity as of December 31, 2025 and 2024. Where appropriate, loans to individuals are allocated to the economic activity of the borrower. Loans are stated before deduction of the allowance for loan losses and include loans and advances to all clients.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2025 |
|
|
Loan portfolio (1) |
|
|
Performing |
|
% |
|
Non-performing |
|
% |
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands of pesos, except percentages) |
| Consumer |
|
5,055,563,363 |
|
|
35.31 |
% |
|
627,115,928 |
|
|
84.10 |
% |
|
5,682,679,291 |
|
| Other manufacturing |
|
1,851,139,881 |
|
|
12.93 |
% |
|
19,475,758 |
|
|
2.61 |
% |
|
1,870,615,639 |
|
| Wholesale and retail trade |
|
1,549,315,643 |
|
|
10.82 |
% |
|
14,479,345 |
|
|
1.94 |
% |
|
1,563,794,988 |
|
| Agricultural and livestock |
|
1,039,453,013 |
|
|
7.26 |
% |
|
10,782,276 |
|
|
1.45 |
% |
|
1,050,235,289 |
|
| Mining products |
|
631,347,023 |
|
|
4.41 |
% |
|
3,888,364 |
|
|
0.52 |
% |
|
635,235,387 |
|
| Electricity, oil, water and sanitary services |
|
442,681,013 |
|
|
3.09 |
% |
|
1,450,931 |
|
|
0.19 |
% |
|
444,131,944 |
|
| Transport |
|
287,218,191 |
|
|
2.01 |
% |
|
10,444,623 |
|
|
1.40 |
% |
|
297,662,814 |
|
| Services |
|
283,207,002 |
|
|
1.98 |
% |
|
2,368,150 |
|
|
0.32 |
% |
|
285,575,152 |
|
| Financial sector |
|
232,957,607 |
|
|
1.63 |
% |
|
— |
|
|
— |
% |
|
232,957,607 |
|
| Construction |
|
87,706,398 |
|
|
0.61 |
% |
|
1,606,428 |
|
|
0.22 |
% |
|
89,312,826 |
|
|
|
|
|
|
|
|
|
|
|
|
| Government services |
|
3,146,937 |
|
|
0.02 |
% |
|
5,749 |
|
|
0.01 |
% |
|
3,152,686 |
|
| Others |
|
2,855,937,620 |
|
|
19.93 |
% |
|
54,070,970 |
|
|
7.24 |
% |
|
2,910,008,590 |
|
|
|
14,319,673,691 |
|
|
100.00 |
% |
|
745,688,522 |
|
|
100.00 |
% |
|
15,065,362,213 |
|
|
|
|
|
|
|
|
|
|
|
Banco BBVA Argentina S.A.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2024 |
|
|
Loan portfolio (1) |
|
|
Performing |
|
% |
|
Non-performing |
|
% |
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands of pesos, except percentages) |
| Consumer |
|
4,580,231,801 |
|
|
45.91 |
% |
|
131,663,534 |
|
|
88.72 |
% |
|
4,711,895,335 |
|
| Other manufacturing |
|
1,473,161,695 |
|
|
14.77 |
% |
|
5,481,491 |
|
|
3.69 |
% |
|
1,478,643,186 |
|
| Wholesale and retail trade |
|
812,745,536 |
|
|
8.15 |
% |
|
1,126,721 |
|
|
0.76 |
% |
|
813,872,257 |
|
| Agricultural and livestock |
|
553,324,311 |
|
|
5.55 |
% |
|
1,510,833 |
|
|
1.02 |
% |
|
554,835,144 |
|
| Mining products |
|
215,119,225 |
|
|
2.16 |
% |
|
150,801 |
|
|
0.10 |
% |
|
215,270,026 |
|
| Electricity, oil, water and sanitary services |
|
179,409,573 |
|
|
1.80 |
% |
|
147,932 |
|
|
0.10 |
% |
|
179,557,505 |
|
| Transport |
|
146,597,256 |
|
|
1.47 |
% |
|
318,045 |
|
|
0.21 |
% |
|
146,915,301 |
|
| Services |
|
137,179,467 |
|
|
1.37 |
% |
|
664,410 |
|
|
0.45 |
% |
|
137,843,877 |
|
| Financial sector |
|
79,238,172 |
|
|
0.79 |
% |
|
— |
|
|
— |
% |
|
79,238,172 |
|
| Construction |
|
57,838,717 |
|
|
0.58 |
% |
|
358,820 |
|
|
0.24 |
% |
|
58,197,537 |
|
|
|
|
|
|
|
|
|
|
|
|
| Government services |
|
1,264,082 |
|
|
0.01 |
% |
|
4,998 |
|
|
0.01 |
% |
|
1,269,080 |
|
| Others |
|
1,741,278,054 |
|
|
17.44 |
% |
|
6,982,718 |
|
|
4.70 |
% |
|
1,748,260,772 |
|
|
|
9,977,387,889 |
|
|
100.00 |
% |
|
148,410,303 |
|
|
100.00 |
% |
|
10,125,798,192 |
|
(1)Performing: Stage 1 y Stage 2; Non Performing: Stage 3
Receivables from financial leases
The Group as lessor entered into finance lease agreements related to vehicles and machinery and equipment.
The following table shows the total gross investment of the finance leases (leasing) and the present value of the minimum collections to be received thereunder:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2025 |
|
December 31, 2024 |
|
Total investment |
|
Present value of minimum lease collections |
|
Total investment |
|
Present value of minimum lease collections |
| Term |
|
|
|
|
|
|
|
| Up to 1 year |
24,400,505 |
|
|
12,534,311 |
|
|
19,805,453 |
|
|
7,866,476 |
|
| From 1 to 2 years |
21,629,220 |
|
|
12,605,631 |
|
|
19,067,894 |
|
|
9,849,363 |
|
| From 2 to 3 years |
13,023,582 |
|
|
8,813,054 |
|
|
13,841,241 |
|
|
8,634,469 |
|
| From 3 to 4 years |
5,622,697 |
|
|
4,111,069 |
|
|
5,227,889 |
|
|
3,481,924 |
|
| From 4 to 5 years |
2,313,275 |
|
|
1,827,785 |
|
|
3,498,616 |
|
|
2,921,416 |
|
| More than 5 years |
22,102 |
|
|
15,749 |
|
|
1,369,326 |
|
|
1,017,302 |
|
|
|
|
|
|
|
|
|
| TOTAL |
67,011,381 |
|
|
39,907,599 |
|
|
62,810,419 |
|
|
33,770,950 |
|
| Principal |
|
|
39,278,749 |
|
|
|
|
32,873,483 |
|
| Interest accrued |
|
|
628,850 |
|
|
|
|
897,467 |
|
| TOTAL |
|
|
39,907,599 |
|
|
|
|
33,770,950 |
|
|
|
|
|
|
|
|
|
|
|
Banco BBVA Argentina S.A.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
|
|
6.3. Debt securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2025 |
|
December 31,
2024 |
|
| Argentine Treasury Bill Capitalizable in Pesos at TAMAR rate. Maturity 01-16-2026 (1) |
561,135,419 |
|
|
— |
|
|
| Argentine Treasury Bond in pesos. Maturity 05-23-2027 |
15,954,621 |
|
|
31,623,614 |
|
|
Argentine Treasury Bond in pesos at 0.7% Badlar Private Rate. Maturity 11-23-2027 |
6,888,116 |
|
|
13,644,707 |
|
|
| Argentine Treasury Bond in pesos. Maturity 08-23-2025 |
— |
|
|
165,082,677 |
|
|
| Allowances for ECL |
(700,195) |
|
|
(9,702,641) |
|
|
| TOTAL |
583,277,961 |
|
|
200,648,357 |
|
|
(1) TAMAR (Wholesale Rate of Argentina), is the interest rate for time deposits over 1000 (one thousand) millions pesos, for 30 to 35 days.
6.4. Other financial assets
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2025 |
|
December 31,
2024 |
| Financial assets pledged as collateral (1) |
577,167,406 |
|
|
444,589,850 |
|
| Sundry debtors |
148,505,053 |
|
|
189,870,233 |
|
| Receivable from non-financial institution for spot transactions pending settlement |
3,357,858 |
|
|
12,820,944 |
|
| Others |
971,578 |
|
|
864,395 |
|
| Receivable from financial institution for spot transactions pending settlement |
— |
|
|
84,903,118 |
|
| Receivables from sale of ownership interest in Prisma Medios de Pago S.A. (2) |
— |
|
|
45,869,717 |
|
| Allowances for ECL |
(2,721,885) |
|
|
(2,376,388) |
|
| TOTAL |
727,280,010 |
|
|
776,541,869 |
|
(1)Special guarantee current accounts opened at the BCRA for transactions related to the automated clearing houses and other similar entities; deposits pledged as collateral for activities related to credit card transactions in the country and abroad, and leases; and trust is composed of dollars in cash.
(2)On October 1, 2021, the Bank, together with the other Class B Shareholders, gave notice of the exercise of the put option and therefore initiated the procedure to sell 49% of the capital stock in the company Prisma Medios de Pago S.A. On March 18, 2022, the transfer of all the remaining shareholding of the Bank in Prisma Medios de Pago S.A. was consummated for a price of US$40,038,122. Such amount will be paid as follows: (i) 30% in Pesos adjustable by CER (UVA) at an annual nominal rate of 15% and (ii) 70% in US Dollars at an annual nominal rate of 10% within a term of six years. As of the date of issuance of these consolidated financial statements, it has been fully paid.
|
|
|
|
|
|
|
|
|
|
Banco BBVA Argentina S.A.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
|
|
7. Financial assets at fair value through other comprehensive income
7.1. Debt securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2025 |
|
December 31,
2024 |
|
| Government securities |
2,416,922,665 |
|
|
2,975,652,787 |
|
|
| Government securities - Pledged as collateral |
491,892,337 |
|
|
— |
|
|
| Financial assets pledged as collateral (1) |
96,850,162 |
|
|
164,435,498 |
|
|
| Private securities - Corporate bonds |
42,702,113 |
|
|
49,402,521 |
|
|
| Financial assets pledged as collateral – USD (2) |
35,872,370 |
|
|
— |
|
|
| BCRA notes |
— |
|
|
48,802,895 |
|
|
|
|
|
|
|
|
|
|
|
|
| TOTAL |
3,084,239,647 |
|
|
3,238,293,701 |
|
|
(1)Set up as collateral to operate with Bolsas y Mercados Argentinos S.A. (“BYMA”) and A3 Mercados S.A. (“A3”) on foreign currency forward transactions and futures contracts. The trust fund consists of government securities in pesos adjusted by CER with maturity 2026 (TZX26, TZXD7, TTJ26 and TTD26). As of December 31, 2024, it was composed of T2X5, TX26 and TZXD5.
(2)Financial assets pledged as collateral are composed of dollars in cash, Treasury Bonds (D16E6), Bonds for the reconstruction of a Free Argentina (S1B, S1C y S1D) and Private securities (YM35O) as collateral for activities related to the transactions on A3 and BYMA.
Debt exchange - August, 2024
In August 2024, the Bank participated in a voluntary debt exchange under section 11, Decree No. 331/2022 issued by the Ministry of Economy. The securities delivered or received under such swap were as follows:
|
|
|
|
|
|
|
|
|
| Securities Delivered |
|
|
| Description |
|
Nominal values |
| Argentine Treasury Bond in pesos adjusted by CER . Maturity February 14, 2025 (T2X5P) |
|
4,730,000,000 |
|
| Argentine Treasury Bond in pesos adjusted by CER . Maturity October 14, 2024 (T4X4P) |
|
14,420,000,000 |
|
|
|
|
|
|
|
|
|
|
| Securities Received |
|
|
| Description |
|
Nominal values |
| Argentine Treasury Bills Capitalizable in Pesos. Maturity March 31, 2025 (LT S31M5P) |
|
21,939,229,119 |
|
| Argentine Treasury Bonds in Pesos adjusted by CER. Maturity December 15, 2025 (BOND TZXD5P) |
|
56,422,237,648 |
|
Debt exchange - January, 2025
In January 2025, the Bank participated in a voluntary debt exchange under section 2, Decree No. 846/2024 issued by the Ministry of Economy. The securities delivered or received under such swap were as follows:
|
|
|
|
|
|
|
|
|
|
Banco BBVA Argentina S.A.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
|
|
|
|
|
|
|
|
|
|
|
| Securities Delivered |
|
|
| Description |
|
Nominal values |
Argentine Treasury Bond in pesos adjusted by CER 4.25%. Maturity February 14, 2025 (BOND T2X5P) |
|
13,857,176,685 |
|
| Argentine Treasury Bills Capitalizable in Pesos. Maturity May 30, 2025 (LT S30Y5P) |
|
26,690,835,200 |
|
| Argentine Treasury Bills Capitalizable in Pesos. Maturity July 18, 2025 (LT S18J5P) |
|
50,000,000,000 |
|
| Argentine Treasury Bills Capitalizable in Pesos. Maturity July 30, 2025 (LT S30J5P) |
|
25,112,610,000 |
|
| Argentine Treasury Bonds in Pesos adjusted by CER. Maturity June 30, 2025 (BOND TZX25P) |
|
3,000,000,000 |
|
| Argentine Treasury Bills Capitalizable in Pesos. Maturity August 29, 2025 (LT S29G5P) |
|
25,000,000,000 |
|
| Argentine Treasury Bills Capitalizable in Pesos. Maturity July 31, 2025 (LT S31L5P) |
|
175,850,000,000 |
|
| Argentine Treasury Bills Capitalizable in Pesos. Maturity September 12, 2025 (LT S12S5P) |
|
25,000,000,000 |
|
| Argentine Treasury Bills Capitalizable in Pesos. Maturity September 30, 2025 (LT S30S5P) |
|
50,000,000,000 |
|
| Argentine Treasury Bonds Capitalizable in Pesos. Maturity October 17, 2025 (BOND T17O5P) |
|
100,000,000,000 |
|
| Argentine Treasury Bills Capitalizable in Pesos. Maturity May 16, 2025 (LT S16Y5P) |
|
19,387,383,700 |
|
|
|
|
|
|
|
|
|
|
| Securities Received |
|
|
| Description |
|
Nominal values |
| Argentine Treasury Bills Capitalizable in Pesos. Maturity November 10, 2025 (LT S10N5P) |
|
91,130,891,038 |
|
| Argentine Treasury Bonds in Pesos Dual Rate. Maturity March 16, 2026 (TTM26P) |
|
163,702,463,045 |
|
| Argentine Treasury Bonds in Pesos Dual Rate. Maturity June 30, 2026 (TTJ26P) |
|
163,702,463,045 |
|
| Argentine Treasury Bonds in Pesos Dual Rate. Maturity September 15, 2026 (TTS26P) |
|
163,702,463,045 |
|
| Argentine Treasury Bonds in Pesos Dual Rate. Maturity December 15, 2026 (TTD26P) |
|
163,702,463,038 |
|
Debt exchange - February, 2025
In February 2025, the Bank participated in a voluntary debt exchange under section 2, Decree No. 846/2024 issued by the Ministry of Economy. The securities delivered or received under such swap were as follows:
|
|
|
|
|
|
|
|
|
| Securities Delivered |
|
|
| Description |
|
Nominal values |
| Argentine Treasury Bills Capitalizable in Pesos. Maturity March 31, 2025 (LT S31M5P) |
|
42,927,187,195 |
|
|
|
|
|
|
|
|
|
|
| Securities Received |
|
|
| Description |
|
Nominal values |
| Argentine Treasury Bills Capitalizable in Pesos. Maturity November 10, 2025 (LT S10N5P) |
|
64,312,653,526 |
|
|
|
|
|
|
|
|
|
|
|
Banco BBVA Argentina S.A.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
|
|
7.2. Equity instruments
|
|
|
|
|
|
|
|
|
|
|
|
| |
December 31,
2025 |
|
December 31,
2024 |
| Compensadora Electrónica S.A. |
4,687,121 |
|
|
3,205,818 |
|
| A3 Mercados S.A. (ex Mercado Abierto Electrónico S.A.) |
4,294,797 |
|
|
1,330,984 |
|
| Banco Latinoamericano de Exportaciones S.A. |
1,310,020 |
|
|
968,160 |
|
| Seguro de Depósitos S.A. |
361,110 |
|
|
352,904 |
|
| Others |
76,483 |
|
|
65,181 |
|
| TOTAL |
10,729,531 |
|
|
5,923,047 |
|
8. Income Tax
Income Tax should be booked using the liability method, recognizing (as credit or debt) the tax effect of temporary differences between the accounting valuation and the tax valuation of assets and liabilities, and its subsequent charge to profit or loss for the year in which its reversion occurs, also considering the possibility of taking advantage of tax losses in the future.
8.1. Current income tax assets
Below is a breakdown of the current income tax assets disclosed in the statement of financial position:
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2025 |
|
December 31,
2024 |
| Tax advances |
385 |
|
|
59,772,878 |
|
| TOTAL |
385 |
|
|
59,772,878 |
|
8.2. Current income tax liabilities
Below is a breakdown of the current income tax liabilities disclosed in the statement of financial position:
|
|
|
|
|
|
|
|
|
|
|
|
| |
December 31,
2025 |
|
December 31,
2024 |
| Income tax provision |
139,910,779 |
|
|
22,540,927 |
|
| Tax advances |
(12,939,505) |
|
|
(3,385,596) |
|
| Collections and withholdings |
(1,830,820) |
|
|
(1,035,873) |
|
| TOTAL |
125,140,454 |
|
|
18,119,458 |
|
|
|
|
|
|
|
|
|
|
|
Banco BBVA Argentina S.A.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
|
|
8.3. Deferred income tax
The deferred tax assets and liabilities disclosed in the statement of financial position are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Account |
|
|
|
Changes recognized in |
|
As of December 31, 2025 |
|
As of December 31, 2024 |
|
Consolidated statement of profit or loss |
|
|
|
Acquisitions through business combinations |
|
Deferred tax asset |
|
Deferred tax liabilities |
| Allowance for loan losses |
|
64,189,860 |
|
|
93,811,831 |
|
|
|
|
2,106,641 |
|
|
160,108,332 |
|
|
— |
|
| Provisions |
|
73,721,241 |
|
|
(14,997,200) |
|
|
|
|
182,298 |
|
|
58,906,339 |
|
|
— |
|
| Loan Commissions |
|
17,004,789 |
|
|
15,125,690 |
|
|
|
|
(11,005,653) |
|
|
21,124,826 |
|
|
— |
|
| Expenses capitalized for tax purpose |
|
(58,574,904) |
|
|
(19,748,694) |
|
|
|
|
— |
|
|
— |
|
|
(78,323,598) |
|
| Property and equipment |
|
(106,560,376) |
|
|
(5,355,417) |
|
|
|
|
(66,766) |
|
|
— |
|
|
(111,982,559) |
|
| Investments in debt securities, equity instruments and derivatives |
|
(19,203,635) |
|
|
26,625,949 |
|
|
|
|
46,274 |
|
|
7,468,588 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Inflation adjustment (see Note 8.4) |
|
88,436 |
|
|
(88,436) |
|
|
|
|
— |
|
|
— |
|
|
— |
|
| Tax loss |
|
66,298,078 |
|
|
(66,298,078) |
|
|
|
|
— |
|
|
— |
|
|
— |
|
| Others |
|
69 |
|
|
(17) |
|
|
|
|
2,163,304 |
|
|
2,163,356 |
|
|
— |
|
| Balance |
|
36,963,558 |
|
|
29,075,628 |
|
|
|
|
(6,573,902) |
|
|
249,771,441 |
|
|
(190,306,157) |
|
| Offsetting |
|
|
|
|
|
|
|
|
|
(183,732,255) |
|
|
183,732,255 |
|
| Net |
|
|
|
|
|
|
|
|
|
66,039,186 |
|
|
(6,573,902) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Account |
|
|
|
Changes recognized in |
|
As of December 31, 2024 |
|
As of December 31, 2023 |
|
Consolidated statement of profit or loss |
|
Other comprehensive income |
|
|
|
Deferred tax asset |
|
Deferred tax liabilities |
| Allowance for loan losses |
|
87,017,731 |
|
|
(22,827,871) |
|
|
— |
|
|
|
|
64,189,860 |
|
|
— |
|
| Provisions |
|
101,995,823 |
|
|
(28,274,582) |
|
|
— |
|
|
|
|
73,721,241 |
|
|
— |
|
| Loan Commissions |
|
13,019,771 |
|
|
3,985,018 |
|
|
— |
|
|
|
|
17,004,789 |
|
|
— |
|
| Expenses capitalized for tax purpose |
|
(48,550,873) |
|
|
(10,024,031) |
|
|
— |
|
|
|
|
— |
|
|
(58,574,904) |
|
| Property and equipment |
|
(119,592,812) |
|
|
13,032,436 |
|
|
— |
|
|
|
|
— |
|
|
(106,560,376) |
|
| Investments in debt securities, equity instruments and derivatives |
|
(85,635,150) |
|
|
64,429,455 |
|
|
2,002,060 |
|
|
|
|
— |
|
|
(19,203,635) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Inflation adjustment (see Note 8.4) |
|
3,652,445 |
|
|
(3,564,009) |
|
|
— |
|
|
|
|
88,436 |
|
|
— |
|
| Tax loss |
|
3,605,611 |
|
|
62,692,467 |
|
|
— |
|
|
|
|
66,298,078 |
|
|
— |
|
| Others |
|
149 |
|
|
(80) |
|
|
— |
|
|
|
|
69 |
|
|
— |
|
| Balance |
|
(44,487,305) |
|
|
79,448,803 |
|
|
2,002,060 |
|
|
|
|
221,302,473 |
|
|
(184,338,915) |
|
| Offsetting |
|
|
|
|
|
|
|
|
|
(184,338,915) |
|
|
184,338,915 |
|
| Net |
|
|
|
|
|
|
|
|
|
36,963,558 |
|
|
— |
|
In the consolidated financial statements, the (current and deferred) income tax assets of a Group entity will not be offset with the (current and deferred) income tax liabilities of another Group entity because they are related to income tax amounts borne by different taxpayers and also because they do not have legal rights before tax authorities to pay or receive any amounts to settle the net position.
|
|
|
|
|
|
|
|
|
|
Banco BBVA Argentina S.A.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
|
|
8.4. Income tax expense
Below are the main components of the income tax benefit in the consolidated statement of comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2025 |
|
December 31,
2024 |
|
December 31,
2023 |
| Current Tax |
(216,321,415) |
|
|
(179,773,668) |
|
|
(670,468,400) |
|
| Deferred Tax |
29,075,628 |
|
|
79,448,803 |
|
|
223,385,196 |
|
|
|
|
|
|
|
| Income tax recognized in the consolidated statement of profit or loss |
(187,245,787) |
|
|
(100,324,865) |
|
|
(447,083,204) |
|
| Income tax recognized in the consolidated statement of comprehensive income |
83,160,063 |
|
|
223,182,909 |
|
|
(243,271,929) |
|
| Total income tax |
(104,085,724) |
|
|
122,858,044 |
|
|
(690,355,133) |
|
The Group's effective tax rate calculated on the income tax recognized in the income statement for the fiscal year ended December 31, 2025, 2024 and 2023 was 36%, 17% and 50%, respectively.
The income tax expense for the year ended December 31, 2023 includes receivables for judgments for fiscal years 2013 and 2014, as stated under “Requests for refunds. Fiscal years 2014 and 2015” of Note 8.7.
Below is a reconciliation between the tax that would result from applying the current tax rate to the result before income tax and the income tax charge recorded in results as of December 31, 2025, 2024 and 2023:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
December 31,
2025 |
|
December 31,
2024 |
|
December 31,
2023 |
| Profit before income tax |
519,818,469 |
|
580,232,641 |
|
897,562,384 |
| Income tax rate |
35 |
% |
|
35 |
% |
|
35 |
% |
| Income tax using the Bank’s income tax rate |
181,936,464 |
|
203,081,424 |
|
314,146,834 |
| Tax-exempt income |
(11,839,043) |
|
(6,638,607) |
|
(5,308,047) |
| Non-deductible expenses |
3,297,935 |
|
3,148,634 |
|
7,288,392 |
|
|
|
|
|
|
| Others |
(132,436) |
|
89,190 |
|
(110,798) |
| Net monetary inflation adjustment |
310,360,521 |
|
908,100,519 |
|
1,198,738,592 |
| Subtotal |
483,623,441 |
|
1,107,781,160 |
|
1,514,754,973 |
| Inflation adjustment for tax purposes (see Note 8.6) |
(295,862,471) |
|
(1,018,129,973) |
|
(1,067,671,769) |
|
|
|
|
|
|
|
|
|
|
|
|
| Others |
(515,183) |
|
10,673,678 |
|
— |
| Income tax expense (benefit) |
187,245,787 |
|
100,324,865 |
|
447,083,204 |
| Effective tax rate |
36 |
% |
|
17 |
% |
|
50 |
% |
8.5. Income Tax Corporate Rate
Law 27,630, enacted on June 16, 2021 through Decree 387/2021, set forth for fiscal years starting on or after January 1, 2021, a tax rate scale scheme of 25%, 30% and 35% to be progressively applied according to the level of taxable net income accumulated as of each fiscal year end. In these consolidated financial statements, the Entity and its subsidiaries have determined the current income tax using the progressive tax rate that is expected to be applicable to the total expected income for the year, while deferred income tax balances were measured using the progressive tax rate that is expected to be in effect when the temporary differences are reversed.
|
|
|
|
|
|
|
|
|
|
Banco BBVA Argentina S.A.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
|
|
8.6. Inflation adjustment for tax purposes
Law 27,430 of Tax Reform, as amended by Laws 27,468 and 27,541, sets forth the following as regards the inflation adjustment for tax purposes, effective for fiscal years started on or after January 1, 2018:
i.Such adjustment will be applicable in the tax year in which the percentage variation of the general consumer price index at national level (CPI) exceeds 100% in the thirty-six months prior to the end of the reporting fiscal year;
ii.Regarding the first, second and third fiscal years as from January 1, 2018, the procedure will be applicable in the event that the variation of such index, calculated from the beginning and until the closing of each of those fiscal years, exceeds 55%, 30% and 15% for the first, second and third years of application, respectively;
iii.The effect of the positive or negative inflation adjustment for tax purposes, as the case may be, corresponding to the first, second and third fiscal years started on or after January 1, 2018, is charged one third in that tax period and the remaining two thirds, in equal parts, in the two immediately following tax periods;
iv.The effect of the positive or negative inflation adjustment corresponding to the first and second tax years starting on or after January 1, 2019, is charged one-sixth in the tax year in which the adjustment is determined and the remaining five-sixths in the immediately following tax periods; and
v.For tax years beginning on or after January 1, 2021, 100% of the adjustment may be deducted in the year in which it is determined.
As of December 31, 2025, the parameters established by the income tax law to apply the inflation adjustment for tax purposes were met and the effects arising from the application of such adjustment as provided by law have been included when booking current and deferred income tax.
8.7. Other tax matters
- Requests for refunds. Fiscal year 2019
As concerns fiscal year 2019, the Entity assessed its income tax liability applying the inflation adjustment for tax purposes according to the terms of the Public Emergency Law, which maintains the inflation adjustment mechanism set out under Title VI of the Income Tax Law. Nevertheless, one sixth of the resulting inflation adjustment amount should be recognized during that fiscal year, with the remaining five sixths being computed, in equal parts, over the five immediately following fiscal years. Such deferral has been recognized as a deferred tax asset.
On August 21, 2020, the Bank filed a request for refund at the administrative stage pursuant to the provisions of the first paragraph of section 81 of Law No. 11,683 (as compiled in 1998 and as amended) to recover the amount of 4,528,453 (in nominal values).
Upon no response from the tax authorities, on June 17, 2021 the Entity filed a motion for expedited proceedings and on November 18, 2021 a legal action was filed before National Court on Federal Administrative Matters No. 10 (Court Clerk’s Office No. 24).
On February 7, 2025, a favorable judgment was rendered in favor of the Entity, upholding the claim and admitting the refund of the amounts paid in excess. This judgment was appealed.
Pursuant to the financial reporting framework set forth by the BCRA, the Entity does not book assets in relation to contingent assets derived from the action filed.
- Inflation adjustment for tax purposes. Fiscal year 2020
In relation to fiscal year 2020, the Entity determined the income tax as of December 31, 2020 by applying the inflation adjustment for tax purposes in accordance with the provisions of the Public Emergency Law.
|
|
|
|
|
|
|
|
|
|
Banco BBVA Argentina S.A.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
|
|
On May 26, 2021, and based on related case law, the Entity’s Board of Directors approved the filing of an action against the AFIP for declaratory judgment of unconstitutionality of section 194 of the Income Tax Law (as compiled in 2019) and/or of such rules that prohibit the full application of the inflation adjustment for tax purposes, on the grounds that they would lead to the assessment of a confiscatory income tax liability for fiscal year 2020; therefore allowing the full application of the mechanism set forth in section 106, paragraphs a) through e), Title VI of the Income Tax Law in that fiscal year.
Consequently, as of December 31, 2021, the Entity accounted for an adjustment in nominal values to the income tax liability assessed for the fiscal year ended December 31, 2020 in the amount of 5,817,000 (148,935,123 in restated values), with the ensuing impact on deferred tax assets by 5,033,000 (decrease) (132,010,188 in restated values) and on the income tax expense of 784,000 (16,924,947 in restated values).
On August 15, 2023, a trial court decision sustaining the claim filed by the Bank was issued. On August 22, 2023, the Bank appealed the decision by which the Bank should bear the costs and requested that they be borne by the losing party. On August 23, 2023, the AFIP appeals the subject matter of the case requesting that the decision be revoked.
On July 1, 2024, the Appellate Court rejected AFIP’s claims regarding the substance of the case and also resolved to impose legal costs according to each party to the case in both instances. The AFIP filed an extraordinary appeal against the favorable judgment for the Bank, which was also rejected.
On April 16, 2025, the Court decided to deny the extraordinary appeal filed by AFIP. Consequently, on April 25, 2025, AFIP filed an appeal with the Argentine Supreme Court of Justice.
- Requests for refunds. Fiscal year 2021
On June 30, 2022, the Bank filed a prior administrative claim before the AFIP in order to obtain the recognition of the corrective tax return in less filed on June 30, 2022 with respect to the Income Tax for the 2021 tax year for 309,000 (in nominal values), on the grounds that the partial application of the correction mechanisms of the inflation adjustment under the provisions of Section 93 of the Income Tax Law is unconstitutional, since it affects the principle of reasonableness, equality, contributive capacity and confiscatory nature.
On June 6, 2023, a prompt resolution was requested. In view of the AFIP's silence, on September 20, 2023, a claim was filed before the Federal Court on Contentious Administrative Matters No. 1, Clerks’ Office No. 1.
- Inflation adjustment for tax purposes. Fiscal year 2022
On June 2, 2023, the Bank filed an unconstitutionality action against the AFIP to obtain a ruling declaring the unconstitutionality of section 93 of Income Tax Law (as revised in 2019) or other regulations preventing the comprehensive application of the tax adjustment for inflation, as it leads to a confiscatory income tax assessment for 2022 and, consequently, allows for the comprehensive adoption of the cost and amortization adjustment method provided for by sections 62 through 66, 71, 87 and 88 of Income Tax Law. The same procedure is being carried out in the Court No. 9.
On October 28, 2025, judgment was passed dismissing the declaratory action for procedural reasons, issuing no resolution on the substance of the matter. Such judgment will be appealed.
- Requests for refunds. Fiscal year 2023
On September 13, 2024, the Bank filed an administrative claim with the AFIP requesting that the amending tax return filed on May 13, 2024, in connection with income tax for the 2023 tax year amounting to 2,491,499 (in nominal terms) be recognized. The claim was grounded on the fact that the partial application of the adjustment for inflation mechanisms under section 93, Income Tax Law, is unconstitutional because it affects the fairness, equality, tax-paying capacity and confiscation principles.
|
|
|
|
|
|
|
|
|
|
Banco BBVA Argentina S.A.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
|
|
- Requests for refunds. Fiscal years 2014 and 2015
Regarding fiscal years 2014 and 2015, the Entity assessed income tax without applying the inflation adjustment for tax purposes, consequently a higher tax was paid in the amounts of 647,945 and 555,002, respectively, in nominal values, based on grounds similar to those stated in the first paragraph “Inflation Adjustment for Tax Purposes. Fiscal Years 2019 and 2020”
In the judicial case of the repetition corresponding to the fiscal period 2014, on July 12, 2023, the Entity was notified of the judgment issued by the Supreme Court of Justice, by which the extraordinary appeal and the complaint filed by the Treasury were rejected. In this way, the favorable judgments of the previous instances that recognized the Bank the repetition of 647,946 (in nominal values) for said period plus interest until effective payment become final.
Then, on November 19, 2024, the Court approved the liquidation of 647,945 (in nominal values) plus 2,226,229 (in nominal values) corresponding to accrued interest from the filing of the request for repetition until September 23, 2024 (in nominal values) calculated according to the average monthly passive rate published by the BCRA and as of July 17, 2019, the effective monthly rate published by the AFIP applies, in compliance with Resolution MH 598/19, 559/2022 and 3/2024. Without prejudice to the interest that will continue to accrue until the payment date.
As a result of the abovementioned favorable decisions by the Argentine Supreme Court of Justice and the collection of one of such cases, the Bank booked a receivable of 3,036,372 restated as of December 31, 2025, corresponding to the 2014 case.
In turn, on April 4, 2017, a request for refund was filed in relation to the higher amount of tax paid for fiscal year 2015. Likewise, on December 29, 2017, the related judicial action was filed for this fiscal year.
On June 28, 2022, the Federal Appellate Court on Administrative Matters (Courtroom VII) rendered judgment in favor of the Bank as regards the recovery of the income tax for tax period 2015 and AFIP appealed such judgment.
On October 25, 2023, the Appellate Court rendered favorable judgment in the case relating to the request for refund of the Income Tax due to the application of the tax inflation adjustment in 2015, confirming the first instance judgment.
On July 10, 2025, the Court decided to dismiss the extraordinary appeal filed by AFIP and upheld the Bank’s appeal as regards the rate applicable to the claim and the refund procedure.
On July 17, 2025, the AFIP filed a petition for denied appeal against the resolution that rejected its extraordinary appeal. The file is pending with the Argentine Supreme Court of Justice.
On October 25, 2024, through Presidential Decree No. 953/2024, the Federal Executive established that the AFIP be dissolved and the ARCA (Revenue and Customs Control Agency) be created.
|
|
|
|
|
|
|
|
|
|
Banco BBVA Argentina S.A.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
|
|
9. Investment in joint ventures and associates
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BBVA Argentina
Ownership
and Voting Power
(in percentages) |
|
Main Business Activity |
|
December 31,
2025 |
|
December 31,
2024 |
| Rombo Cía. Financiera S.A. |
40.00% |
|
Financial institution |
|
22,445,780 |
|
|
13,625,569 |
|
| BBVA Seguros Argentina S.A. |
12.22% |
|
Insurance |
|
8,308,487 |
|
|
9,756,279 |
|
| Interbanking S.A. |
11.11% |
|
Information services for financial markets |
|
4,814,031 |
|
|
4,440,690 |
|
| Play Digital S.A. (1) |
12.16% |
|
Development, offer and implementation of a digital payment solution |
|
2,093,175 |
|
|
2,538,980 |
|
| Openpay Argentina S.A. (2) |
12.51% |
|
Development, offer and implementation of a digital payment solution |
|
905,280 |
|
|
970,324 |
|
| TOTAL |
|
|
|
|
38,566,753 |
|
|
31,331,842 |
|
(1)To establish the value of this investment, accounting information from Play Digital S.A. has been used as of September 30, 2025. Additionally, significant transactions carried out or events that occurred between October 1, 2025 and December 31, 2025 have been considered. Besides, on August 23, 2024, a new capital contribution was made for 427,401 (628,444 in restated values).
(2)On October 6, 2025, a capital contribution was made, amounting to 187,650 (197,761 in restated values), which was paid in in cash. It is worth mentioning that on July 4, 2024, a new capital contribution was made, amounting to 250,377 (383,511 in restated values), which was also paid in cash (See note 43).
The following table summarizes the information related to the Bank’s material joint venture:
|
|
|
|
|
|
|
|
|
|
|
|
|
Rombo Compañía Financiera S.A. |
|
December 31,
2025 |
|
December 31,
2024 |
| Total assets |
328,725,029 |
|
|
123,943,688 |
|
| Total liabilities |
272,610,579 |
|
|
89,879,765 |
|
| Equity |
56,114,450 |
|
|
34,063,923 |
|
| Gain / (Losses) |
22,049,686 |
|
|
12,025,155 |
|
|
|
|
|
|
|
|
|
|
|
Banco BBVA Argentina S.A.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
|
|
10. Tangible assets
10.1. Property and equipment
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2025 |
|
December 31,
2024 |
| Real estate |
579,311,519 |
|
574,106,988 |
| Furniture and facilities |
107,938,297 |
|
108,805,855 |
| Right of use – Real Estate |
84,390,408 |
|
75,020,913 |
| Machinery and equipment |
72,513,170 |
|
63,728,373 |
| Works in progress |
48,505,617 |
|
26,129,042 |
| Automobiles |
3,994,406 |
|
2,729,285 |
| TOTAL |
896,653,417 |
|
850,520,456 |
Changes in the item for years 2025 and 2024 are included below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation |
|
|
|
Cost as of
December 31,
2024 |
|
|
|
Additions |
|
Acquisitions through business combinations |
|
Disposals (1) |
|
|
|
|
|
Accumulated
as of
December 31,
2024 |
|
|
|
Acquisitions through business combinations |
|
Disposals (1) |
|
For the period |
|
Accumulated
as of
December 31,
2025 |
|
Carrying
amount as of
December 31,
2025 |
| Real estate |
665,146,195 |
|
|
|
|
19,714,251 |
|
|
— |
|
|
650,217 |
|
|
|
|
|
|
91,039,207 |
|
|
|
|
— |
|
|
650,217 |
|
|
14,509,720 |
|
|
104,898,710 |
|
|
579,311,519 |
|
| Furniture and facilities |
239,165,303 |
|
|
|
|
23,573,995 |
|
|
120,313 |
|
|
18,711,621 |
|
|
|
|
|
|
130,359,448 |
|
|
|
|
102,157 |
|
|
18,711,621 |
|
|
24,459,709 |
|
|
136,209,693 |
|
|
107,938,297 |
|
| Rights of use – Real estate |
140,370,720 |
|
|
|
|
19,503,380 |
|
|
— |
|
|
10,427,050 |
|
|
|
|
|
|
65,349,807 |
|
|
|
|
— |
|
|
6,721,021 |
|
|
6,427,856 |
|
|
65,056,642 |
|
|
84,390,408 |
|
| Machinery and equipment |
102,143,965 |
|
|
|
|
48,338,435 |
|
|
544,246 |
|
|
17,212,614 |
|
|
|
|
|
|
38,415,592 |
|
|
|
|
475,341 |
|
|
17,212,614 |
|
|
39,622,543 |
|
|
61,300,862 |
|
|
72,513,170 |
|
| Work in progress |
26,129,042 |
|
|
|
|
42,471,355 |
|
|
— |
|
|
20,094,780 |
|
|
|
|
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
48,505,617 |
|
| Automobiles |
7,562,387 |
|
|
|
|
1,980,230 |
|
|
698,825 |
|
|
520,953 |
|
|
|
|
|
|
4,833,102 |
|
|
|
|
150,892 |
|
|
418,689 |
|
|
1,160,778 |
|
|
5,726,083 |
|
|
3,994,406 |
|
| Total |
1,180,517,612 |
|
|
|
|
155,581,646 |
|
|
1,363,384 |
|
|
67,617,235 |
|
|
|
|
|
|
329,997,156 |
|
|
|
|
728,390 |
|
|
43,714,162 |
|
|
86,180,606 |
|
|
373,191,990 |
|
|
896,653,417 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impairment |
|
Depreciation |
|
|
|
Cost as of
December 31,
2023 |
|
Transfer to investment properties |
|
Additions |
|
Disposals (1) |
|
|
|
Reversals |
|
Accumulated
as of
December 31,
2023 |
|
Transfer to investment properties |
|
|
|
Disposals (1) |
|
For the period |
|
Accumulated
as of
December 31,
2024 |
|
Carrying
amount as of
December 31,
2024 |
| Real estate |
727,516,157 |
|
|
(62,880,448) |
|
|
5,216,096 |
|
|
10,726,071 |
|
|
|
|
6,020,461 |
|
|
90,113,091 |
|
|
(7,496,896) |
|
|
|
|
7,194,354 |
|
|
15,617,366 |
|
|
91,039,207 |
|
|
574,106,988 |
|
| Furniture and facilities |
237,342,241 |
|
|
— |
|
|
23,583,521 |
|
|
21,760,459 |
|
|
|
|
— |
|
|
127,510,776 |
|
|
— |
|
|
|
|
21,760,399 |
|
|
24,609,071 |
|
|
130,359,448 |
|
|
108,805,855 |
|
| Rights of use – Real estate |
140,686,171 |
|
|
— |
|
|
18,454,087 |
|
|
18,769,538 |
|
|
|
|
— |
|
|
70,959,803 |
|
|
— |
|
|
|
|
10,955,164 |
|
|
5,345,168 |
|
|
65,349,807 |
|
|
75,020,913 |
|
| Machinery and equipment |
46,020,880 |
|
|
— |
|
|
70,894,205 |
|
|
14,771,120 |
|
|
|
|
— |
|
|
23,429,851 |
|
|
— |
|
|
|
|
14,773,298 |
|
|
29,759,039 |
|
|
38,415,592 |
|
|
63,728,373 |
|
| Work in progress |
11,687,031 |
|
|
— |
|
|
22,951,005 |
|
|
8,508,994 |
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
26,129,042 |
|
| Automobiles |
7,193,106 |
|
|
— |
|
|
951,961 |
|
|
582,680 |
|
|
|
|
— |
|
|
4,149,544 |
|
|
— |
|
|
|
|
316,262 |
|
|
999,820 |
|
|
4,833,102 |
|
|
2,729,285 |
|
| Total |
1,170,445,586 |
|
|
(62,880,448) |
|
|
142,050,875 |
|
|
75,118,862 |
|
|
|
|
6,020,461 |
|
|
316,163,065 |
|
|
(7,496,896) |
|
|
|
|
54,999,477 |
|
|
76,330,464 |
|
|
329,997,156 |
|
|
850,520,456 |
|
(1)Includes write-off of fully depreciated items and finalized constructions.
As mentioned in note 2.3.12, as of December 31, 2025 and 2024, the recoverable value of Property and equipment exceeds its carrying amount.
|
|
|
|
|
|
|
|
|
|
Banco BBVA Argentina S.A.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
|
|
10.2. Investment properties
Investment properties include pieces of real estate leased to third parties. The average term of lease agreements is 6 years. Subsequent renewals are negotiated with the lessee. The Group has classified these leases as operating leases, since these arrangements do not substantially transfer all risks and benefits inherent to the ownership of the assets. The rental income is recognized under “Other operating income” on a straight-line basis during the term of the lease.
Below are the changes in investment properties:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impairment |
|
Depreciation |
|
|
|
Cost as of
December 31,
2024 |
|
|
|
Loss |
|
Reversals |
|
Accumulated
as of
December 31,
2024 |
|
|
|
|
|
For the period |
|
Accumulated
as of
December 31,
2025 |
|
Carrying
amount as of
December 31,
2025 |
| Real estate |
198,898,226 |
|
|
|
|
102,887 |
|
|
9,753,067 |
|
|
23,592,920 |
|
|
|
|
|
|
3,487,869 |
|
|
27,080,789 |
|
|
181,467,617 |
|
| Total |
198,898,226 |
|
|
|
|
102,887 |
|
|
9,753,067 |
|
|
23,592,920 |
|
|
|
|
|
|
3,487,869 |
|
|
27,080,789 |
|
|
181,467,617 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impairment |
|
|
|
Depreciation |
|
|
|
|
Cost as of
December 31,
2023 |
|
Transfer to investment properties |
|
Loss |
|
|
|
Accumulated
as of
December 31,
2023 |
|
Transfer to investment properties |
|
|
|
For the period |
|
Accumulated
as of
December 31,
2024 |
|
Carrying
amount as of
December 31,
2024 |
| Real estate |
|
184,869,825 |
|
|
62,880,448 |
|
48,852,047 |
|
|
|
|
12,554,340 |
|
|
7,496,896 |
|
|
|
|
3,541,684 |
|
|
23,592,920 |
|
|
175,305,306 |
|
| Total |
|
184,869,825 |
|
|
62,880,448 |
|
48,852,047 |
|
|
|
|
12,554,340 |
|
|
7,496,896 |
|
|
|
|
3,541,684 |
|
|
23,592,920 |
|
|
175,305,306 |
|
As mentioned in note 2.3.12, as of December 31, 2025 and 2024, the recoverable value of investment properties does not exceed their carrying amount considering the impairment recorded at those dates in the properties detailed below.
The impairment loss is disclosed in Note 28 – Other operating expenses, Loss from sale or impairment of investment properties and other non-financial assets. The reversal of impairment loss is disclosed in Note 27 – Other operating income.
|
|
|
|
|
|
|
|
|
|
|
|
|
Impairment Loss |
|
December 31,
2025 |
|
December 31,
2024 |
| Real Estate - Della Paolera |
(16,078,326) |
|
|
(14,309,711) |
|
| Real Estate - Edificio Tesla |
(11,955,301) |
|
|
(11,320,831) |
|
| Real Estate - Torre BBVA |
(9,574,999) |
|
|
(21,947,295) |
|
| Real Estate - Viamonte |
(2,106,642) |
|
|
(1,956,890) |
|
| Real Estate - Capital Federal |
(90,926) |
|
|
— |
|
| Real Estate - Mar del Plata |
(66,392) |
|
|
— |
|
| Real Estate - Caseros |
(11,161) |
|
|
— |
|
| Real Estate - Mendoza |
(800) |
|
|
— |
|
| Total |
(39,884,547) |
|
|
(49,534,727) |
|
|
|
|
|
|
|
|
|
|
|
Banco BBVA Argentina S.A.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
|
|
11. Intangible assets
Below are the changes in the items:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization |
|
|
|
Cost as of
December 31,
2024 |
|
Additions |
|
Acquisitions through business combinations |
|
Disposals (1) |
|
Accumulated
as of
December 31,
2024 |
|
Acquisitions through business combinations |
|
Disposals (1) |
|
For the period |
|
Accumulated
as of
December 31,
2025 |
|
Carrying
amount as of
December 31,
2025 |
| Own systems development expenses |
122,252,283 |
|
|
80,755,427 |
|
|
18,272,405 |
|
|
45,075,829 |
|
|
31,182,949 |
|
|
17,477,030 |
|
|
13,222,548 |
|
|
21,431,224 |
|
|
56,868,655 |
|
|
119,335,631 |
|
| Total |
122,252,283 |
|
|
80,755,427 |
|
|
18,272,405 |
|
|
45,075,829 |
|
|
31,182,949 |
|
|
17,477,030 |
|
|
13,222,548 |
|
|
21,431,224 |
|
|
56,868,655 |
|
|
119,335,631 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization |
|
|
|
Cost as of
December 31,
2023 |
|
Additions |
|
Disposals (1) |
|
Accumulated
as of
December 31,
2023 |
|
|
|
Disposals (1) |
|
For the period |
|
Accumulated
as of
December 31,
2024 |
|
Carrying
amount as of
December 31,
2024 |
| Own systems development expenses |
119,667,312 |
|
|
74,379,148 |
|
|
71,794,177 |
|
|
24,740,768 |
|
|
|
|
18,400,843 |
|
|
24,843,024 |
|
|
31,182,949 |
|
|
91,069,334 |
|
| Total |
119,667,312 |
|
|
74,379,148 |
|
|
71,794,177 |
|
|
24,740,768 |
|
|
|
|
18,400,843 |
|
|
24,843,024 |
|
|
31,182,949 |
|
|
91,069,334 |
|
(1)Includes write-off of fully depreciated items.
12. Other assets
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2025 |
|
December 31,
2024 |
| Prepayments |
37,039,366 |
|
|
37,003,191 |
|
| Tax advances |
32,553,666 |
|
|
19,959,450 |
|
| Advances to suppliers of goods |
25,833,654 |
|
|
22,805,745 |
|
| Advances to personnel |
18,494,097 |
|
|
14,439,712 |
|
| Other miscellaneous assets |
12,079,584 |
|
|
17,916,143 |
|
| Foreclosed assets |
210,759 |
|
|
214,114 |
|
| Others |
4,729,715 |
|
|
3,666,683 |
|
| TOTAL |
130,940,841 |
|
|
116,005,038 |
|
13. Non-current assets held for sale
Includes certain real property assets located in Argentina that the Board of Directors are committed to sale in the short-term.
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2025 |
|
December 31,
2024 |
| Real estate held for sale - Villa del Parque |
1,736,491 |
|
|
1,986,252 |
|
| Real estate held for sale - Lavallol |
483,198 |
|
|
1,091,787 |
|
| Real estate held for sale - Avellaneda |
392,597 |
|
|
453,636 |
|
| Real estate held for sale - Villa Lynch |
358,941 |
|
|
358,941 |
|
| Real estate held for sale - Bernal |
264,987 |
|
|
264,986 |
|
| Real estate held for sale - Fisherton (1) |
— |
|
|
776,976 |
|
|
|
|
|
| Total |
3,236,214 |
|
|
4,932,578 |
|
(1) On January 13, 2025, the sale of the property held for sale - Fisherton took place.
|
|
|
|
|
|
|
|
|
|
Banco BBVA Argentina S.A.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
|
|
As mentioned in note 2.3.12, as of December 31, 2025 and 2024, the recoverable value of non-current assets held for sale does not exceed their carrying amount considering the impairment recorded at those dates in the properties detailed below.
The impairment loss is disclosed in Note 28 – Other operating expenses, Loss from sale or impairment of investment properties and other non-financial assets.
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2025 |
|
December 31,
2024 |
| Real estate held for sale - Llavallol |
(608,588) |
|
|
— |
|
| Real estate held for sale - Villa del Parque |
(249,761) |
|
|
— |
|
| Real estate held for sale - Avellaneda |
(61,038) |
|
|
— |
|
| Real estate held for sale - Fisherton |
— |
|
|
(1,303,228) |
|
|
|
|
|
| Total |
(919,387) |
|
|
(1,303,228) |
|
14. Financial liabilities at fair value through profit or loss
14.1. Derivatives
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2025 |
|
December 31,
2024 |
| Foreign Currency Forwards - A3 Mercados (1) |
4,148,017 |
|
|
1,624,011 |
|
| Foreign Currency Forwards - NDF (1) |
2,275,453 |
|
|
3,451,948 |
|
| Interest Rate Swaps |
72,231 |
|
|
— |
|
| TOTAL |
6,495,701 |
|
|
5,075,959 |
|
(1)The notional amounts are disclosed in note 5.2.
15. Financial liabilities at amortized cost
15.1. Banks loans
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2025 |
|
December 31,
2024 |
| Local financial institutions |
561,149,367 |
|
|
206,426,153 |
|
| Foreign financial institutions |
263,792,015 |
|
|
57,587,681 |
|
| BCRA |
1,722,610 |
|
|
306,398 |
|
| TOTAL |
826,663,992 |
|
|
264,320,232 |
|
|
|
|
|
|
|
|
|
|
|
Banco BBVA Argentina S.A.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
|
|
15.2. Deposits from customers
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2025 |
|
December 31,
2024 |
| Time deposits |
6,940,097,813 |
|
|
4,073,105,804 |
|
| Savings Accounts |
6,850,386,344 |
|
|
6,009,931,357 |
|
| Currents accounts |
2,857,520,295 |
|
|
2,343,261,847 |
|
| Investment accounts |
12,934,037 |
|
|
399,582,546 |
|
| Other |
67,034,752 |
|
|
72,059,408 |
|
| TOTAL |
16,727,973,241 |
|
|
12,897,940,962 |
|
15.3. Repurchase agreements
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2025 |
|
December 31,
2024 |
| Amounts payable for repurchase agreements of government securities with financial institutions. |
443,712,802 |
|
|
— |
|
| Securities-backed loan at the stock market |
24,515,505 |
|
|
— |
|
| TOTAL |
468,228,307 |
|
|
— |
|
15.4. Other financial liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2025 |
|
December 31,
2024 |
| Obligations for financing of purchases (1) |
1,296,011,084 |
|
|
1,193,709,742 |
|
| Collections and other transactions on behalf of third parties |
106,935,739 |
|
|
136,410,663 |
|
| Lease liabilities (See Notes 2.3.8 and 37) |
51,497,736 |
|
|
42,619,962 |
|
| Payment orders pending credit |
42,693,755 |
|
|
38,747,939 |
|
| Funds collected under ARCA’s instructions |
42,670,044 |
|
|
25,161,575 |
|
| Creditors for spot transactions pending settlement |
9,729,962 |
|
|
11,763,147 |
|
| Accrued commissions payable |
188,525 |
|
|
224,727 |
|
| Cash and cash equivalents for spot purchases or sales pending settlement |
— |
|
|
39,940,452 |
|
| Other |
225,953,051 |
|
|
83,867,216 |
|
| TOTAL |
1,775,679,896 |
|
|
1,572,445,423 |
|
(1)Includes payables to merchants acquirers as a result of purchases made by the holders of the Bank’s credit cards.
|
|
|
|
|
|
|
|
|
|
Banco BBVA Argentina S.A.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
|
|
16. Debt securities issued
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying amount as of |
| Detail |
|
Issuance date |
|
Nominal Value (in thousands) |
|
Maturity date |
|
Annual Nominal |
|
December 31,
2025 |
|
December 31,
2024 |
| Class 32 BBVA - USD |
|
February 27, 2025 |
|
16,510 |
|
|
February 27, 2026 |
|
FIXED 3.50% |
|
24,094,970 |
|
|
— |
|
| Class 34 BBVA - Pesos |
|
February 27, 2025 |
|
56,002,870 |
|
|
February 27, 2026 |
|
TAMAR + 2.75% |
|
56,002,870 |
|
|
— |
|
| Class 35 BBVA - USD |
|
June 3, 2025 |
|
62,313 |
|
|
June 3, 2026 |
|
FIXED 5.75% |
|
90,940,202 |
|
|
— |
|
| Class 36 BBVA - Pesos |
|
June 10, 2025 |
|
119,860,155 |
|
|
June 10, 2026 |
|
TAMAR + 3.20% |
|
119,860,155 |
|
|
— |
|
| Class 37 BBVA - USD |
|
August 22, 2025 |
|
43,355 |
|
|
August 22, 2026 |
|
FIXED 6% |
|
63,273,205 |
|
|
— |
|
| Class 38 BBVA - Pesos |
|
November 20, 2025 |
|
43,540,192 |
|
|
November 20, 2026 |
|
TAMAR + 3.50% |
|
43,540,192 |
|
|
— |
|
| Class 39 BBVA - USD |
|
December 5, 2025 |
|
50,000 |
|
|
December 5, 2026 |
|
FIXED 5.75% |
|
72,970,835 |
|
|
— |
|
| Class 29 BBVA - Pesos |
|
September 23, 2024 |
|
24,500,000 |
|
|
June 23, 2025 |
|
BADLAR + 5% |
|
— |
|
|
32,229,272 |
|
| Class 30 BBVA - Pesos |
|
December 12, 2024 |
|
24,150,965 |
|
|
September 12, 2025 |
|
FIXED TEM 2.75% |
|
— |
|
|
19,848,279 |
|
| Class 31 BBVA - Pesos |
|
December 12, 2024 |
|
37,706,733 |
|
|
December 12, 2025 |
|
TAMAR + 2.74% |
|
— |
|
|
49,602,472 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Class 12 Volkswagen Financial Services - Pesos |
|
December 11, 2025 |
|
21,142,300 |
|
|
December 11, 2026 |
|
TAMAR + 4.50% |
|
21,142,300 |
|
|
— |
|
| Class 13 Volkswagen Financial Services - Pesos |
|
December 11, 2025 |
|
3,273,893 |
|
|
September 11, 2026 |
|
TEM 2.59% |
|
3,273,893 |
|
|
— |
|
| Class 14 Volkswagen Financial Services - Pesos |
|
December 11, 2025 |
|
3,342 |
|
|
December 11, 2027 |
|
UVA + 9% |
|
5,702,336 |
|
|
— |
|
| Class 11 Volkswagen Financial Services - Pesos |
|
October 22, 2024 |
|
21,142,300 |
|
|
October 22, 2025 |
|
BADLAR + 5.75% |
|
— |
|
|
21,014,752 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Class 30 PSA - Pesos |
|
December 23, 2024 |
|
5,563,241 |
|
|
June 23, 2026 |
|
TAMAR + 3.25% |
|
5,563,241 |
|
|
10,976,954 |
|
| Class 31 PSA - Pesos |
|
February 28, 2025 |
|
2,591 |
|
|
March 1, 2027 |
|
FIXED UVA + 8% |
|
4,403,625 |
|
|
— |
|
| Class 32 PSA - Pesos |
|
February 28, 2025 |
|
19,813,161 |
|
|
February 28, 2026 |
|
TAMAR + 3.20% |
|
19,813,161 |
|
|
— |
|
| Class 34 PSA - Pesos |
|
December 19, 2025 |
|
12,067 |
|
|
December 19, 2027 |
|
FIXED UVA + 8.89% |
|
20,607,721 |
|
|
— |
|
| Class 35 PSA - Pesos |
|
December 19, 2025 |
|
13,788,245 |
|
|
December 19, 2026 |
|
TAMAR + 4.24% |
|
13,788,245 |
|
|
— |
|
| Class 36 PSA - Pesos |
|
December 19, 2025 |
|
10,800,000 |
|
|
September 19, 2026 |
|
FIXED TNA 35.39% |
|
10,800,000 |
|
|
— |
|
| Class 29 PSA - Pesos |
|
December 23, 2024 |
|
11,655,556 |
|
|
September 23, 2025 |
|
FIXED TNA 36.72% |
|
— |
|
|
15,332,656 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Class 20 Range 1 FCA - Pesos (2) |
|
November 29, 2024 |
|
6,540 |
|
|
May 29, 2027 |
|
FIXED UVA + 8.84% |
|
11,106,882 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
Banco BBVA Argentina S.A.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Class 20 Range 2 FCA - Pesos (2) |
|
November 29, 2024 |
|
2,550,000 |
|
|
March 1, 2026 |
|
FIXED TNA 33.60% |
|
2,550,000 |
|
|
— |
|
| Class 21 Range 1 FCA - Pesos |
|
May 30, 2025 |
|
2,371 |
|
|
May 30, 2027 |
|
FIXED UVA + 10.50% |
|
4,026,384 |
|
|
— |
|
| Class 21 Range 2 FCA - Pesos |
|
May 30, 2025 |
|
6,773,333 |
|
|
May 30, 2026 |
|
FIXED TNA 36.87% |
|
6,773,333 |
|
|
— |
|
| Class 21 Range 3 FCA - Pesos |
|
May 30, 2025 |
|
4,111,111 |
|
|
May 30, 2026 |
|
TAMAR + 3.75% |
|
4,111,111 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Principal |
|
604,344,661 |
|
|
149,004,385 |
|
|
|
|
|
|
|
|
|
Interests and adjustments |
|
11,781,688 |
|
|
3,457,949 |
|
|
|
|
|
|
|
|
|
Eliminated (1) |
|
(805,158) |
|
|
— |
|
|
|
|
|
|
|
|
|
Total |
|
615,321,191 |
|
|
152,462,334 |
|
(1)The eliminations correspond to the portfolio holdings of the subsidiaries.
(2)As of December 31, 2024, the balance of the Class 20 Series 1 and Class 20 Series 2 bonds of FCA is not shown in the table because the Entity did not consolidate the subsidiary FCA CF as of that date.
Definitions:
BADLAR (Buenos Aires Deposits of Large Amount Rate), is the interest rate for time deposits over 1 (one) million pesos, for 30 to 35 days.
TAMAR (Wholesale Rate of Argentina), is the interest rate for time deposits over 1000 (one thousand) millions pesos, for 30 to 35 days.
TEM: Monthly Effective Rate
TNA: Annual Nominal Rate
UVA: Acquisition value unit. The unit includes the update of the Benchmark Stabilization Coefficient (CER).
In February 2026, the following subsidiaries issued corporate bonds under the conditions detailed below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Issuance conditions |
|
| Subsidiary |
PSA |
FCA |
|
| Class |
37 |
38 |
Class 22 Range 1 |
Class 22 Range 2 |
Class 22 Range 3 |
|
| Term |
15 months |
13 months |
24 months |
9 months |
12 months |
|
| Currency |
Pesos |
Pesos |
Pesos |
Pesos |
Pesos |
|
| Amortization |
Two installments |
Bullet |
Semi-annual |
Bullet |
Bullet |
|
| Payment of interest |
Quarterly |
Upon-maturity |
Quarterly |
Upon-maturity |
Quarterly |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Banco BBVA Argentina S.A.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
|
|
Below is a description of the current Global Corporate Bond Programs:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Company |
Authorized Amount |
Type of Corporate Bond |
Program Term |
Date of Approval by Shareholders/Board of Directors |
CNV Approval |
| Banco BBVA Argentina S.A. |
US$1,000,000 thousand or equivalent |
Non-subordinated, simple corporate bonds not convertible into shares, secured, if permitted by current regulations, with floating and/or special guarantees, and/or subordinated, convertible or not into shares, secured. |
5 years |
Approval by Shareholders’ Meetings dated July 15, 2003, April 26, 2007, March 28, 2008, March 30, 2011, March 26, 2012, April 9, 2013, and April 10, 2018. Approval by Board of Directors’ Meetings dated August 31, 2004, December 7, 2004, September 24, 2008, September 23, 2009, December 22, 2009, June 24, 2022, December 20, 2022, May 22, 2024 and March 26, 2025 |
Resolution No. 14,967 dated November 29, 2004, and extended through Resolution No. 16,010 dated November 6, 2008. The increase in the program's total outstanding amount was authorized through Resolution No. 16,611 dated July 21, 2011, and through Resolution No. 16,826 dated May 30, 2012. In addition, a new program term extension was authorized through Resolution No, 17,127 dated July 11, 2013, and the amendment of its general terms and conditions, the extension of its term and the increase in its maximum amount were authorized through Resolution No. RESFC-2018-19516-APN-DIR#CNV dated May 17, 2018. The extension of the program term, the reduction of the amount and the amendment of certain terms and conditions were authorized by CNV Resolution No. DI-2022-36-APN-GE#CNV dated July 13, 2022. Finally, the increase of the Program amount was authorized by CNV Resolution No. DDI-2025-80-APN-GE#CNV dated May 15, 2025. |
| Volkswagen Financial Services Cía. Financiera S.A. |
US$250,000 thousand or equivalent |
Simple, not convertible into shares |
5 years |
April 28, 2025 |
The creation of the program and the extension thereof were authorized by Resolution No. RESFC-2018-19549-APN-DIR#CNV dated June 14, 2018, and DI2023-38-APN-GE#CNV dated August 18, 2023, respectively, issued by the Board of Directors of the CNV. |
|
|
|
|
|
|
|
|
|
|
Banco BBVA Argentina S.A.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| PSA Finance Argentina Compañía Financiera S.A. |
US$150,000 thousand or equivalent |
Simple, not convertible into shares |
5 years |
June 26, 2025 |
On April 26, 2018, the ordinary and extraordinary general shareholders’ meeting of PSA Finance Argentina Compañía Financiera S.A. decided on the updating and amendment of the Program terms and conditions to place corporate bonds stated in monetary units adjustable by indices, which was authorized by the CNV through Resolution No. RESFC-2018-19523- APN-DIR#CNV dated May 17, 2018. The extension of the Program for a term of 5 (five) years and the amendment to its terms and conditions were approved by the ordinary and extraordinary shareholders’ meeting held on April 20, 2023. The amendments to the Program terms and conditions were approved by the Board of Governors’ Meeting dated September 26, 2023. The updating of the Prospectus and its preliminary version were approved through the resolution by the sub-delegate on November 3, 2023. On June 26, 2025, the expansion of the Global Program for the issuance of corporate bonds for a maximum outstanding nominal value of up to USD 150,000,000 or its equivalent in other currencies or units of value or measurement was approved. On August 8, 2025, the update and amendment of the Global Program for the issuance and reissuance of simple corporate bonds was issued and approved by the CNV on August 11, 2025. |
| FCA Compañía Financiera S.A. |
US$100,000 thousand or equivalent |
Simple, not convertible into shares |
5 years |
Shareholders’ Meeting dated March 20, 2025, and Directors’ Meetings dated September 10, 2025 |
The Public Offering of the Corporate Bonds issued under the Program, the increase in the Program’s amount from USD 50,000,000 to USD 100,000,000, and the first extension of the Program’s term were authorized through CNV Resolutions No. 16,448 dated November 10, 2010; No. 16,613 dated July 28, 2011; and No. 17,890 dated November 20, 2015. The increase in the Program’s maximum amount from USD 100,000,000 to USD 200,000,000 and the amendment of its terms and conditions were authorized through CNV Resolution No. 19,496 dated May 3, 2018. By virtue of the Company’s registration as a Frequent Issuer, the Program’s amount was reduced to USD 100,000,000 (Issuers Department Provision DI-2019-40-APN-GE#CNV), as the amount of USD 100,000,000 was allocated to the Frequent Issuer Prospectus, as required by the CNV. The second extension of the Program term and the amendment of certain terms and conditions were authorized through Provision No. DI-2021-5-APN-GE#CNV of the CNV Issuers Department dated March 1, 2021, while the latest extension of the Program term and amendment of certain terms and conditions were authorized through DI-2025-194-APN-GE#CNV of the CNV Issuers Department dated October 22, 2025. |
|
|
|
|
|
|
|
|
|
|
Banco BBVA Argentina S.A.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
|
|
17. Provisions
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2025 |
|
December 31,
2024 |
| Financial guarantees and loan commitments |
21,843,570 |
|
|
29,966,455 |
|
| Provisions for termination plans |
2,395,054 |
|
|
2,302,570 |
|
| For administrative, disciplinary and criminal penalties |
5,000 |
|
|
6,577 |
|
| Other provisions |
26,061,602 |
|
|
29,681,271 |
|
| Provisions commercial claims |
18,547,753 |
|
|
21,439,714 |
|
| Provisions labor-related |
2,035,848 |
|
|
1,552,046 |
|
| Provisions tax claims |
1,556,453 |
|
|
1,562,400 |
|
| Others |
3,921,548 |
|
|
5,127,111 |
|
| TOTAL |
50,305,226 |
|
|
61,956,873 |
|
The Group, as a result of the ordinary course of its business, may be a party to legal lawsuits of a labor, commercial, tax and regulatory nature. A provision is recognized whenever the loss is classified as probable. Below is a brief description:
•Contingent commitments: it reflects the credit risk arising from the assessment of the degree of compliance of the beneficiaries of unused overdrafts, unused credit card balances, guarantees, sureties and other contingent commitments for the benefit of third parties on behalf of customers, and of their financial position and the counter guarantees supporting those transactions.
•Termination benefit plans: for certain terminated employees, the Bank (fully or partially) bears the cost of private health care plans for a certain period after termination. The Bank does not cover any situations requiring medical assistance, but it only makes the related health care plan payments.
•Administrative, disciplinary and criminal penalties: administrative penalties imposed by the Financial Information Unit, even if there were court or administrative measures to suspend payment and regardless of the status of the disciplinary proceedings.
•Other: it reflects the estimated amounts to pay tax, labor and commercial claims and miscellaneous complaints.
|
|
|
|
|
|
|
|
|
|
Banco BBVA Argentina S.A.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
|
|
Changes in fiscal year 2025 and 2024 are included below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Accounts |
|
Balances as of December 31,
2024 |
|
Increases |
|
Provision reversals |
|
Provisions applied |
|
Inflation adjustment |
|
Balances as of December 31,
2025 |
| Financial guarantees and loan commitments |
|
29,966,455 |
|
|
— |
|
|
(225,182) |
|
|
— |
|
|
(7,897,703) |
|
|
21,843,570 |
|
| Provisions for termination plans |
|
2,302,570 |
|
|
775,156 |
|
|
— |
|
|
— |
|
|
(682,672) |
|
|
2,395,054 |
|
| For administrative, disciplinary and criminal penalties |
|
6,577 |
|
|
— |
|
|
— |
|
|
— |
|
|
(1,577) |
|
|
5,000 |
|
| Other provisions |
|
29,681,271 |
|
|
16,223,685 |
|
|
(992,699) |
|
|
(11,222,025) |
|
|
(7,628,630) |
|
|
26,061,602 |
|
| Provisions commercial claims |
|
21,439,714 |
|
|
9,794,605 |
|
|
— |
|
|
(7,728,180) |
|
|
(4,958,386) |
|
|
18,547,753 |
|
| Provisions labor-related |
|
1,552,046 |
|
|
4,209,112 |
|
|
— |
|
|
(3,073,345) |
|
|
(651,965) |
|
|
2,035,848 |
|
| Provisions tax claims |
|
1,562,400 |
|
|
488,516 |
|
|
— |
|
|
(101,061) |
|
|
(393,402) |
|
|
1,556,453 |
|
| Others |
|
5,127,111 |
|
|
1,731,452 |
|
|
(992,699) |
|
|
(319,439) |
|
|
(1,624,877) |
|
|
3,921,548 |
|
| TOTAL PROVISIONS |
|
61,956,873 |
|
|
16,998,841 |
|
|
(1,217,881) |
|
|
(11,222,025) |
|
|
(16,210,582) |
|
|
50,305,226 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Accounts |
|
Balances as of December 31,
2023 |
|
Increases |
|
Provision reversals |
|
Provisions applied |
|
Inflation adjustment |
|
Balances as of December 31,
2024 |
| Financial guarantees and loan commitments |
|
17,108,609 |
|
|
25,651,242 |
|
|
— |
|
|
— |
|
|
(12,793,396) |
|
|
29,966,455 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Provisions for termination plans |
|
2,206,052 |
|
|
1,486,193 |
|
|
— |
|
|
— |
|
|
(1,389,675) |
|
|
2,302,570 |
|
| For administrative, disciplinary and criminal penalties |
|
14,323 |
|
|
— |
|
|
— |
|
|
— |
|
|
(7,746) |
|
|
6,577 |
|
| Other provisions |
|
40,036,856 |
|
|
35,619,739 |
|
|
(1,290,450) |
|
|
(7,666,039) |
|
|
(37,018,835) |
|
|
29,681,271 |
|
| Provisions commercial claims |
|
25,927,006 |
|
|
13,723,465 |
|
|
— |
|
|
(1,763,161) |
|
|
(16,447,596) |
|
|
21,439,714 |
|
| Provisions labor-related |
|
2,615,088 |
|
|
6,059,590 |
|
|
— |
|
|
(5,683,180) |
|
|
(1,439,452) |
|
|
1,552,046 |
|
| Provisions tax claims |
|
5,529,497 |
|
|
124,121 |
|
|
— |
|
|
(199,170) |
|
|
(3,892,048) |
|
|
1,562,400 |
|
| Others |
|
5,965,265 |
|
|
15,712,563 |
|
|
(1,290,450) |
|
|
(20,528) |
|
|
(15,239,739) |
|
|
5,127,111 |
|
| TOTAL PROVISIONS |
|
59,365,840 |
|
|
62,757,174 |
|
|
(1,290,450) |
|
|
(7,666,039) |
|
|
(51,209,652) |
|
|
61,956,873 |
|
|
|
|
|
|
|
|
|
|
|
Banco BBVA Argentina S.A.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
|
|
The expected terms to settle these obligations are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| December 31, 2025 |
|
|
|
|
| Provisions |
|
Within 12 months |
|
After 12 months |
| Financial guarantees and loan commitments |
|
21,843,570 |
|
|
— |
|
| Provisions for termination plans |
|
323,413 |
|
|
2,071,641 |
|
| For administrative, disciplinary and criminal penalties |
|
— |
|
|
5,000 |
|
|
|
|
|
|
| Other provisions |
|
7,972,598 |
|
|
18,089,004 |
|
| Provisions commercial claims |
|
6,624,682 |
|
|
11,923,071 |
|
| Provisions tax claims |
|
762,609 |
|
|
793,844 |
|
| Provisions labor-related |
|
585,307 |
|
|
1,450,541 |
|
| Others |
|
— |
|
|
3,921,548 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| December 31, 2024 |
|
|
|
|
| Provisions |
|
Within 12 months |
|
After 12 months |
| Financial guarantees and loan commitments |
|
29,966,455 |
|
|
— |
|
|
|
|
|
|
| Provisions for termination plans |
|
701,243 |
|
|
1,601,327 |
|
| For administrative, disciplinary and criminal penalties |
|
— |
|
|
6,577 |
|
| Other provisions |
|
7,020,387 |
|
|
22,660,884 |
|
| Provisions commercial claims |
|
4,560,693 |
|
|
16,879,021 |
|
| Provisions tax claims |
|
1,054,584 |
|
|
507,816 |
|
| Provisions labor-related |
|
265,588 |
|
|
1,286,458 |
|
| Others |
|
1,139,522 |
|
|
3,987,589 |
|
|
|
|
|
|
|
|
|
|
|
The Group’s management and legal advisors consider no further significant accounting effects could arise from the final outcome of the abovementioned proceedings other than those disclosed in these consolidated Financial Statements.
Possible contingencies
Contingent liabilities have not been recognized in these financial statements and correspond to 243 claims received (in court or administrative proceedings), that have arisen in the Bank’s ordinary course of business. The estimated amount of said claims amounts to 63,818 of which an outflow of funds is estimated for approximately 22,311 in the next 12 months. These claims are primarily related to leasing claims, petitions to secure evidence, and labor claims. The Group’s management and legal advisors consider that the probability of these cases resulting in an outflow of resources is possible, but not probable, and that the potential cash disbursements should not be material.
|
|
|
|
|
|
|
|
|
|
Banco BBVA Argentina S.A.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
|
|
18. Other liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2025 |
|
December 31,
2024 |
| Miscellaneous creditors |
312,443,900 |
|
|
343,239,357 |
|
| Short term personnel benefits |
146,853,391 |
|
|
144,220,482 |
|
| Other collections and withholdings |
114,653,715 |
|
|
121,805,611 |
|
| Other taxes payable |
93,260,109 |
|
|
58,003,743 |
|
| Advance collections |
86,653,910 |
|
|
92,097,291 |
|
| Dividends payable (see Note 39) |
11,801,738 |
|
|
— |
|
| Long term personnel benefits |
5,871,988 |
|
|
6,054,740 |
|
| Contract liabilities (1) |
2,762,463 |
|
|
8,807,420 |
|
| Termination benefits payable |
1,230,000 |
|
|
5,630,401 |
|
| Social security payable |
907,452 |
|
|
1,272,839 |
|
| Other |
9,114,034 |
|
|
4,851,595 |
|
| TOTAL |
785,552,700 |
|
|
785,983,479 |
|
(1) It represents a performance obligation that must be complied with within a period of time.
19. Capital and Reserves
•Share capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Quantity of shares at December 31, 2025 |
|
Share capital December 31, 2025 |
| Class |
|
Quantity |
|
Nominal value per share |
|
Votes per share |
|
Shares outstanding |
|
Paid-in (1) |
| Ordinary |
|
612,710,079 |
|
1 |
|
1 |
|
612,710 |
|
|
612,710 |
|
(1)Registered with the Public Registry of Commerce.
Banco BBVA Argentina S.A. is a corporation (“sociedad anónima”) incorporated under the laws of Argentina. The shareholders limit their liability to the shares subscribed and paid in, pursuant to the Argentine Companies Law (Law 19,550). Therefore, and pursuant to Law 25,738, it is reported that neither foreign capital majority shareholders nor local or foreign shareholders shall be liable in excess of the above-mentioned capital contribution for obligations arising from transactions carried out by the financial institution.
•Share premium
The share premium account represents the difference between the par value of the shares issued and the subscription price.
•Inflation adjustment to share capital and premium
It comprises the cumulative monetary inflation adjustment on the share capital and share premium based on the IAS 29 restatement process described in note 2.1.5. and BCRA requirements.
•Other comprehensive income (OCI)
•Fair value reserve: the fair value reserve comprises the cumulative net change in the fair value of financial assets measured at FVOCI, net of the related income tax.
•Share of OCI from associates and joint ventures: corresponds to the Bank’s participation in the OCI of its associates and joint ventures.
|
|
|
|
|
|
|
|
|
|
Banco BBVA Argentina S.A.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
|
|
•Legal reserve
BCRA regulations establish that 20% of net income as determined in accordance with BCRA Generally Accepted Accounting Principles (BCRA GAAP), should be allocated to the legal reserve (See Note 39.a)).
•Other reserves
Set up to fulfil the requirement of the Argentine National Securities Commission (CNV, as per its Spanish acronym) where by the entire balance of retained earnings determined in accordance with BCRA GAAP needs to be allocated by the shareholders’ meeting to cash dividends, dividends in shares, set up reserves other than the legal reserve, or a combination there of.
•Optional Reserve: includes all other reserves that are established by express will social.
•Reserve for first-time Application of IFRS Accounting Standards: originated in the differences in valuation of assets and liabilities in accordance with international financial reporting standards at the time of initial adoption.
20. Analysis of changes in financing activities during the year
The following chart provides a reconciliation between the opening and closing balances for the main liabilities arising from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Debt securities issued |
Lease liabilities |
Bank loans |
|
2025 |
| Financial liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Opening balance |
|
152,462,334 |
|
42,619,962 |
|
264,320,232 |
|
|
459,402,528 |
|
|
|
|
|
|
|
|
| Cash flow |
|
|
|
|
|
|
| Debt securities issued - Capital |
|
596,632,620 |
|
— |
|
— |
|
|
596,632,620 |
|
| Increases - Financing by local financial institutions |
|
— |
|
— |
|
359,078,613 |
|
|
359,078,613 |
|
| Other increases related to financing activities |
|
— |
|
— |
|
203,006,418 |
|
|
203,006,418 |
|
| Debt payments |
|
(185,416,935) |
|
— |
|
— |
|
|
(185,416,935) |
|
|
|
|
|
|
|
|
| Payment of lease liabilities |
|
— |
|
(16,428,984) |
|
— |
|
|
(16,428,984) |
|
|
|
|
|
|
|
|
| Non-cash changes |
|
|
|
|
|
|
| Additions - Rights of use - Real estate |
|
— |
|
19,245,253 |
|
— |
|
|
19,245,253 |
|
| Acquisition of control of subsidiaries or other businesses |
|
29,931,403 |
|
— |
|
— |
|
|
29,931,403 |
|
| Interests and adjustments accrued |
|
82,884,203 |
|
18,147,594 |
|
8,651,609 |
|
|
109,683,406 |
|
| Net monetary inflation adjustment |
|
(61,172,434) |
|
(12,086,089) |
|
(8,392,880) |
|
|
(81,651,403) |
|
|
|
|
|
|
|
|
| Closing balance |
|
615,321,191 |
|
51,497,736 |
|
826,663,992 |
|
|
1,493,482,919 |
|
|
|
|
|
|
|
|
|
|
|
Banco BBVA Argentina S.A.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Debt securities issued |
Lease liabilities |
Bank loans |
|
2024 |
| Financial liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Opening balance |
|
36,715,087 |
|
67,344,018 |
|
80,753,728 |
|
|
184,812,833 |
|
|
|
|
|
|
|
|
| Cash flow |
|
|
|
|
|
|
| Debt securities issued - Capital |
|
130,589,963 |
|
— |
|
— |
|
|
130,589,963 |
|
| Increases - Financing by local financial institutions |
|
— |
|
— |
|
183,556,289 |
|
|
183,556,289 |
|
|
|
|
|
|
|
|
| Debt payments |
|
(14,115,001) |
|
— |
|
— |
|
|
(14,115,001) |
|
|
|
|
|
|
|
|
| Payment of lease liabilities |
|
— |
|
(17,201,177) |
|
— |
|
|
(17,201,177) |
|
|
|
|
|
|
|
|
| Non-cash changes |
|
|
|
|
|
|
| Additions - Rights of use - Real estate |
|
— |
|
18,454,088 |
|
— |
|
|
18,454,088 |
|
|
|
|
|
|
|
|
| Interests and adjustments accrued |
|
16,004,156 |
|
15,050,948 |
|
2,143,565 |
|
|
33,198,669 |
|
| Net monetary inflation adjustment |
|
(16,731,871) |
|
(41,027,915) |
|
(2,133,350) |
|
|
(59,893,136) |
|
|
|
|
|
|
|
|
| Closing balance |
|
152,462,334 |
|
42,619,962 |
|
264,320,232 |
|
|
459,402,528 |
|
21. Net interest income
21.1. Interest income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
2025 |
|
2024 |
|
2023 |
| Interest from commercial papers and notes |
936,559,886 |
|
|
762,890,456 |
|
|
952,693,896 |
|
| Interest from government securities |
813,984,609 |
|
|
835,435,997 |
|
|
3,290,206,169 |
|
| Interest from credit card loans |
784,477,707 |
|
|
568,139,062 |
|
|
803,661,172 |
|
| Interest from consumer loans |
757,233,199 |
|
|
401,920,077 |
|
|
373,169,446 |
|
| Interest from other loans |
545,679,227 |
|
|
325,990,376 |
|
|
486,600,151 |
|
| Interest from overdrafts |
459,785,211 |
|
|
398,613,271 |
|
|
504,122,894 |
|
| CER clause adjustment (1) |
377,730,451 |
|
|
1,301,945,014 |
|
|
1,085,457,592 |
|
| UVA clause adjustment (2) |
180,275,695 |
|
|
290,768,978 |
|
|
319,910,898 |
|
| Interest from pledge loans |
147,917,688 |
|
|
81,996,072 |
|
|
105,405,119 |
|
| Interest from loans for the prefinancing and financing of exports |
115,867,339 |
|
|
21,916,652 |
|
|
6,888,212 |
|
| Interest on loans to the financial institutions |
72,744,244 |
|
|
22,095,661 |
|
|
18,348,721 |
|
| Interest from mortgage loans |
36,002,504 |
|
|
20,174,400 |
|
|
18,510,280 |
|
| Interest from financial leases |
16,891,440 |
|
|
17,042,378 |
|
|
27,087,723 |
|
| Interest from private securities |
4,425,625 |
|
|
5,733,351 |
|
|
9,921,173 |
|
| Premium for reverse repurchase agreements |
293,225 |
|
|
1,112,693,899 |
|
|
1,112,100,220 |
|
|
|
|
|
|
|
| Other financial interest income |
46,530,074 |
|
|
10,458,576 |
|
|
6,734,255 |
|
| TOTAL |
5,296,398,124 |
|
|
6,177,814,220 |
|
|
9,120,817,921 |
|
(1)CER (Reference stabilization coefficient) adjustment clause based on the variation of the consumer price index.
(2)UVA (Purchasing Value Unit): It is a unit of measure that is updated daily according to the CER.
|
|
|
|
|
|
|
|
|
|
Banco BBVA Argentina S.A.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
|
|
21.2. Interest expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2025 |
|
2024 |
|
2023 |
| Interest from time deposits |
1,908,545,742 |
|
|
1,393,518,433 |
|
|
3,333,345,256 |
|
| Interest from current accounts deposits |
345,796,839 |
|
|
625,752,727 |
|
|
892,453,109 |
|
| Interest from other financial liabilities |
139,874,624 |
|
|
28,621,067 |
|
|
13,257,467 |
|
| Interest from bank loans |
120,259,285 |
|
|
55,224,623 |
|
|
72,491,430 |
|
| Premium for reverse repurchase agreements |
26,679,410 |
|
|
1,066,557 |
|
|
71,578 |
|
| UVA clause adjustment (1) |
14,186,559 |
|
|
175,464,814 |
|
|
122,418,032 |
|
| Borrowing surety bond transactions |
10,268,952 |
|
|
15,654,376 |
|
|
— |
|
| Interest from savings accounts deposits |
8,077,793 |
|
|
24,119,382 |
|
|
20,500,688 |
|
| Interest on the lease liability |
5,009,579 |
|
|
5,394,272 |
|
|
4,867,434 |
|
|
|
|
|
|
|
| TOTAL |
2,578,698,783 |
|
|
2,324,816,251 |
|
|
4,459,404,994 |
|
(1)UVA (Purchasing Value Unit): It is a unit of measure that is updated daily according to the CER.
22. Fee and commission income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2025 |
|
2024 |
|
2023 |
| Linked to credit cards |
463,057,688 |
|
|
352,594,809 |
|
|
334,058,009 |
|
| Linked to deposits and other |
233,022,865 |
|
|
203,535,200 |
|
|
241,575,652 |
|
| Linked to loans and other |
89,122,870 |
|
|
78,575,023 |
|
|
73,679,635 |
|
| From foreign currency transactions |
32,549,075 |
|
|
34,152,439 |
|
|
31,038,074 |
|
| Insurance agent fees |
31,443,824 |
|
|
26,019,023 |
|
|
27,601,275 |
|
| Linked to securities |
21,532,541 |
|
|
25,421,570 |
|
|
19,174,761 |
|
| Fees linked to loan commitments |
2,425,110 |
|
|
1,106,426 |
|
|
1,167,201 |
|
| From guarantees granted |
350,199 |
|
|
583,329 |
|
|
302,109 |
|
| TOTAL |
873,504,172 |
|
|
721,987,819 |
|
|
728,596,716 |
|
23. Fee and commission expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2025 |
|
2024 |
|
2023 |
| For credit and debit cards |
199,282,212 |
|
|
175,131,305 |
|
|
188,721,046 |
|
| For foreign trade transactions |
83,104,463 |
|
|
81,365,404 |
|
|
53,017,161 |
|
| For payment of wages |
29,166,195 |
|
|
32,622,130 |
|
|
32,592,700 |
|
| For new channels |
18,180,048 |
|
|
24,872,539 |
|
|
17,303,981 |
|
| For data processing |
11,495,555 |
|
|
15,446,484 |
|
|
12,548,826 |
|
| For advertising campaigns |
1,889,796 |
|
|
867,973 |
|
|
2,903,904 |
|
| Linked to transactions with securities |
931,041 |
|
|
169,823 |
|
|
193,133 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Other commission expenses |
20,433,639 |
|
|
19,779,306 |
|
|
23,260,789 |
|
| TOTAL |
364,482,949 |
|
|
350,254,964 |
|
|
330,541,540 |
|
|
|
|
|
|
|
|
|
|
|
Banco BBVA Argentina S.A.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
|
|
24. Gains/(Losses) on financial assets and liabilities at fair value through profit or loss, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2025 |
|
2024 |
|
2023 |
|
|
|
|
|
|
| Gain (Loss) from government securities |
121,633,115 |
|
|
203,511,150 |
|
|
(149,667,823) |
|
| Gain (Loss) from private securities |
18,049,293 |
|
|
14,492,706 |
|
|
21,042,736 |
|
| Gain (Loss) from corporate bonds |
4,265 |
|
|
1,989,908 |
|
|
3,935,954 |
|
| Interest rate swaps |
(188,203) |
|
|
1,355,571 |
|
|
(509,265) |
|
| Gain (Loss) from foreign currency forward transactions |
(14,328,887) |
|
|
(19,586,349) |
|
|
67,416,100 |
|
| Gain (Loss) from put options |
— |
|
|
(902,112) |
|
|
(1,495,859) |
|
|
|
|
|
|
|
| Others |
222,028 |
|
|
3,783 |
|
|
490 |
|
| TOTAL |
125,391,611 |
|
|
200,864,657 |
|
|
(59,277,667) |
|
25. Gains/(Losses) on derecognition of financial assets not measured at fair value through profit or loss, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
2025 |
|
2024 |
|
2023 |
| Gain (Loss) from sale of government securities |
143,842,636 |
|
|
310,931,829 |
|
|
95,066,799 |
|
| Gain (Loss) from sale of private securities |
1,824,951 |
|
|
6,982,376 |
|
|
21,210,173 |
|
| TOTAL |
145,667,587 |
|
|
317,914,205 |
|
|
116,276,972 |
|
26. Exchange differences, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
2025 |
|
2024 |
|
2023 |
| Income from trading in foreign currency |
206,848,887 |
|
|
77,670,011 |
|
|
113,369,449 |
|
| Conversion of foreign currency assets and liabilities into pesos |
(13,762,013) |
|
|
(5,796,813) |
|
|
488,517,389 |
|
| TOTAL |
193,086,874 |
|
|
71,873,198 |
|
|
601,886,838 |
|
27. Other operating income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2025 |
|
2024 |
|
2023 |
| Adjustments and interest on miscellaneous receivables |
47,907,049 |
|
|
60,684,923 |
|
|
78,865,374 |
|
| Rental of safe deposit boxes |
38,332,161 |
|
|
29,343,229 |
|
|
23,115,682 |
|
| Loans recovered |
33,031,118 |
|
|
15,584,214 |
|
|
19,725,329 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debit and credit card commissions |
30,064,234 |
|
|
18,742,485 |
|
|
15,305,433 |
|
| Punitive interest |
27,479,487 |
|
|
9,609,897 |
|
|
7,392,962 |
|
| Reversal of impairment loss (Note 10.2) |
9,753,067 |
|
|
6,020,461 |
|
|
3,270,432 |
|
| Rent |
9,206,831 |
|
|
7,458,885 |
|
|
6,896,946 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Fees expenses recovered |
7,526,209 |
|
|
5,882,044 |
|
|
6,702,876 |
|
| Commission from syndicated transactions |
3,428,346 |
|
|
2,001,074 |
|
|
2,666,800 |
|
| Allowances reversed |
52,219 |
|
|
6,151,542 |
|
|
3,828,802 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Other operating income |
42,398,624 |
|
|
26,359,327 |
|
|
24,869,527 |
|
| TOTAL |
249,179,345 |
|
|
187,838,081 |
|
|
192,640,163 |
|
|
|
|
|
|
|
|
|
|
|
Banco BBVA Argentina S.A.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
|
|
28. Other operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
2025 |
|
2024 |
|
2023 |
| Turnover tax |
524,719,983 |
|
|
419,942,618 |
|
|
582,934,196 |
|
| Loss on initial recognition of loans bearing below market interest rate |
112,481,960 |
|
|
34,961,531 |
|
|
33,433,520 |
|
| Contributions to the Deposits Guarantee Fund (Note 41) |
23,871,317 |
|
|
14,383,350 |
|
|
16,409,043 |
|
| Others provisions |
15,366,596 |
|
|
61,222,919 |
|
|
59,455,607 |
|
| Damage claims |
14,057,172 |
|
|
5,449,311 |
|
|
7,289,360 |
|
| Adjustment for restatement of dividends in constant currency |
3,294,680 |
|
|
16,381,760 |
|
|
— |
|
| Loss from sale or impairment of investment properties and other non-financial assets |
1,022,274 |
|
|
49,445,726 |
|
|
682,681 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Other operating expenses |
73,182,216 |
|
|
44,340,154 |
|
|
52,060,723 |
|
| TOTAL |
767,996,198 |
|
|
646,127,369 |
|
|
752,265,130 |
|
29. Personnel benefits
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2025 |
|
2024 |
|
2023 |
| Salaries |
364,462,374 |
|
|
355,695,149 |
|
|
357,008,125 |
|
| Social security charges |
109,101,968 |
|
|
108,537,358 |
|
|
117,085,257 |
|
| Other short term personnel benefits |
89,377,438 |
|
|
120,956,054 |
|
|
189,564,774 |
|
| Personnel services |
19,543,362 |
|
|
17,044,327 |
|
|
14,717,079 |
|
| Personnel compensations and rewards |
19,243,474 |
|
|
71,889,505 |
|
|
21,970,362 |
|
| Termination benefits |
775,156 |
|
|
1,486,193 |
|
|
1,368,833 |
|
| Other long term benefits |
1,403,157 |
|
|
2,646,973 |
|
|
9,003,183 |
|
| TOTAL |
603,906,929 |
|
|
678,255,559 |
|
|
710,717,613 |
|
|
|
|
|
|
|
|
|
|
|
Banco BBVA Argentina S.A.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
|
|
30. Other administrative expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
2025 |
|
2024 |
|
2023 |
| Administrative services hired |
107,190,217 |
|
|
115,372,903 |
|
|
87,302,767 |
|
| Taxes |
86,451,632 |
|
|
163,318,175 |
|
|
151,019,248 |
|
| Rent |
71,682,603 |
|
|
89,358,161 |
|
|
97,381,569 |
|
| Armored transportation services |
64,838,732 |
|
|
63,731,531 |
|
|
59,780,565 |
|
| Maintenance costs |
62,555,833 |
|
|
63,520,011 |
|
|
60,867,961 |
|
| Advertising |
50,890,096 |
|
|
45,086,683 |
|
|
39,366,763 |
|
| Documents distribution |
31,035,191 |
|
|
29,976,302 |
|
|
19,064,979 |
|
| Security services |
28,167,125 |
|
|
21,730,721 |
|
|
16,726,505 |
|
| Other fees |
28,041,297 |
|
|
22,598,257 |
|
|
20,906,394 |
|
| Electricity and communications |
27,577,411 |
|
|
25,980,833 |
|
|
24,009,518 |
|
| IT |
24,812,538 |
|
|
42,867,230 |
|
|
82,744,827 |
|
| Trade reports |
17,493,196 |
|
|
15,220,638 |
|
|
12,951,754 |
|
| Representation, travel and mobility |
6,476,595 |
|
|
4,998,396 |
|
|
4,570,162 |
|
| Insurance |
5,732,815 |
|
|
5,608,887 |
|
|
5,538,948 |
|
| Stationery and supplies |
1,092,998 |
|
|
1,152,020 |
|
|
1,077,332 |
|
| Fees to Bank Directors and Supervisory Committee |
1,041,204 |
|
|
928,389 |
|
|
943,046 |
|
| Other administrative expenses |
33,499,199 |
|
|
30,847,597 |
|
|
30,371,312 |
|
| TOTAL |
648,578,682 |
|
|
742,296,734 |
|
|
714,623,650 |
|
31. Depreciation and amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
2025 |
|
2024 |
|
2023 |
| Depreciation of property and equipment (See Note 10.1) |
79,752,750 |
|
|
70,985,296 |
|
|
59,220,318 |
|
| Amortization of intangible assets (See Note 11) |
21,431,224 |
|
|
24,843,024 |
|
|
10,677,437 |
|
| Amortization of rights to use leased real estate (See Note 10.1) |
6,427,856 |
|
|
5,345,168 |
|
|
6,880,790 |
|
| Depreciation of investment properties (See note 10.2) |
3,487,869 |
|
|
3,541,684 |
|
|
3,073,720 |
|
| Loss from sale or impairment of property and equipment (See Note 10.1) |
35,293 |
|
|
— |
|
|
2,283,500 |
|
| Depreciation of other assets |
3,357 |
|
|
12,436 |
|
|
14,047 |
|
| TOTAL |
111,138,349 |
|
|
104,727,608 |
|
|
82,149,812 |
|
|
|
|
|
|
|
|
|
|
|
Banco BBVA Argentina S.A.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
|
|
32. Impairment of financial assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2025 |
|
2024 |
|
2023 |
| Financial assets measured at amortized cost |
|
|
|
|
|
|
| Credit loss allowance in pesos (1) |
|
814,465,794 |
|
|
358,607,583 |
|
|
350,568,588 |
|
| Credit loss allowance in foreign currency |
|
5,575,077 |
|
|
8,260,335 |
|
|
44,948,156 |
|
|
|
|
|
|
|
|
| Financial assets measured at fair value through OCI |
|
|
|
|
|
|
| Value adjustment due to credit losses (2) |
|
(90,650,977) |
|
|
15,156,820 |
|
|
(12,796,794) |
|
| TOTAL |
|
729,389,894 |
|
|
382,024,738 |
|
|
382,719,950 |
|
(1)Mainly related to loans and advances.
(2)Related to debt securities.
|
|
|
|
|
|
|
|
|
|
Banco BBVA Argentina S.A.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
|
|
33. Financial instruments risks
Financial instrument risk policies
Presentation of Risk Management and Risk-Weighted Assets (RWA)
Strategies and processes
The purpose of the organization is based on assuming a prudential level of risks in order to generate yields and keep acceptable levels of capital and funding, and generate benefits on a recurring basis. Therefore, it is vital that the teams assigned to risk management are highly trained professionals.
The General Risks Policy of BBVA Argentina expresses the levels and types of risk the Entity is willing to take to carry out its strategic plan, with no relevant deviations, even under stress conditions. Along this line, the process for risks management is comprehensive and proportional to the economic size and importance of the financial institution.
To achieve its goals, BBVA Argentina uses a management model with two guiding principles for the decision-making process:
•Prudential analysis: related to the management of the various risks acknowledged by the Entity.
•Anticipation: it refers to the capacity to make decisions foreseeing relevant changes in the environment, the competition and customers that may have an impact in the mid-term.
This process is adequate, sufficiently proven, duly documented and periodically reviewed based on the changes to the Entity’s risk profile and the market.
In this regard, the Board of Directors and the Senior Management are highly committed to the identification, evaluation, follow-up, control and mitigation of significant risks. These bodies periodically review credit, financial and operational risks, which may potentially affect the success of BBVA Argentina’s activities, and place special emphasis on strategic, reputation and concentration risks.
Structure and organization
The Group has a formal organizational structure, with a set of roles and responsibilities, organized in a pyramidal structure that generates control instances from lower to higher levels, up to the highest decision-making bodies. The following are the areas that conform the structure and a list of their functions:
•Risks Management Unit.
•Committees.
•Reporting Units.
•Cross-Control Areas.
Risks Management Unit:
This is an area that is independent from the Bank’s business units, in charge of implementing the criteria, policies and procedures defined by the organization within the scope of credit (retail and wholesale), operational and market risk management, with a follow-up and control of proper application and proposing the actions necessary to the keep quality of risks within the defined goals. One of its main functions is to ensure proper information for the decision-making process at all levels, including relevant risk factors, such as:
•Active management throughout the life of the risk.
•Clear processes and procedures.
•Integrated management of all risks through identification and quantification.
•Generation, implementation and dissemination of advanced decision-making support tools.
|
|
|
|
|
|
|
|
|
|
Banco BBVA Argentina S.A.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
|
|
Committees
Committees are responsible for risk management. This implies knowledge, assessment, weighting and potential mitigation. BBVA Argentina has an agile and proper structure of committees in charge of managing various risks.
Reporting Units
The Reporting Units are in charge of control procedures for risk in compliance with Central Bank regulations, determining the risk quota for each segment of economic activity and type of financing, preparing fundamental metrics setting forth the principles and general risk profile in the statement of Appetite for Risk. In addition, it is in charge of generating reports for the Risks Management Unit for decision-making process in accordance with internal credit policies and control organizations’ policies, reviewing processes and proposing alternatives.
Cross-Control Areas
Internal Control and Compliance Department - has the following main functions: to ensure that there is a sufficient internal regulatory framework; a process and measures defined for each type of risk; to control its application and operation; and to ensure that an assessment is made of the existence of a control environment and its adequate implementation and operation.
Model Validation - Internal Control and Compliance Department - who ensures that BBVA Argentina’s internal statistical risk models are adequate for their use, and must issue a well-founded and updated opinion on their adequate use.
The control and monitoring areas are in charge of giving cohesion to credit risk management and ensuring that the management of the rest of the critical risks for the Bank is carried out in accordance with the established standards.
Finally, Internal Audit, transversal to the business and support units.
Risk Appetite Framework
Risk appetite is a key element which provides the Group with a comprehensive framework to determine the risks and level of risks, expressed in terms of capital, liquidity, profitability, income recurrence, risk costs or other metrics.
Risk appetite is expressed through a statement containing the general principles for the Group’s strategy and quantitative metrics.
Stress Testing
In compliance with the provisions on “guidelines for risk management in Financial Institutions” set forth by the Argentine Central Bank, the Entity has developed a stress test program, within the Entity’s comprehensive risk management.
Stress test means the evaluation of the Entity’s financial position under an adverse but plausible scenario, which requires the simulation of scenarios to estimate the potential impact on the value of portfolios, profitability, solvency and liquidity for the purposes of identifying latent risks or detecting vulnerabilities.
a) Credit risk
The Bank defines credit risk as the possibility to sustain losses as a result of a debtor’s or counterparty’s noncompliance with the contractual obligations assumed.
Credit risk is present in on and off-balance sheet transactions, as well as settlement risk , that is to say, when a financial transaction cannot be completed or settled as agreed. Credit risk losses arise from a debtor’s or counterparty’s noncompliance with its obligations. Also, it takes into consideration several types of risks, such as country risk, and counterparty credit risk.
|
|
|
|
|
|
|
|
|
|
Banco BBVA Argentina S.A.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
|
|
BBVA Argentina defines country risk as the risk of sustaining losses generated in investments and loans to individuals, companies, and governments due to the incidence of economic, political, and social events occurring in a foreign country.
Strategy and processes
BBVA Argentina develops its credit risk strategy defining the goals that will guide its granting activities, the policies to be adopted and the necessary practices and procedures to carry out those activities.
Additionally, the Risks Management Department, together with the rest of the Bank’s Management Departments, annually develops a budget process, which includes the main variables of credit risk:
•Expected growth per portfolio and product.
•Evolution of default ratio.
•Evolution of write-off portfolios.
This way, the expected standard credit risk values are set for a term of one year. Afterwards, the real values obtained are compared with that budget, to assess the growth of the portfolio and its quality.
Also, maximum limits or exposures per economic activity are formalized, pursuant to the Group’s placement strategy, which are used to follow up credit portfolios. In case of deviations from the set limits, these are analyzed by the Risks Follow-Up Committees to take the necessary measures.
Origination
BBVA Argentina has credit risk origination policies in place, to define the criteria to obtain quality assets, establish risk tolerance levels and alignment of the credit activities with the strategy of BBVA Argentina and in accordance with the Group. The policy of accepting risks is therefore organized into three different levels within the Group:
•Analysis of the financial risk of the transaction, based on the debtor’s capacity for repayment or funds generation.
•The constitution of guarantees that are adequate, or at any rate generally accepted, for the risk assumed, in any of the generally accepted forms: monetary, secured, personal or hedge guarantees.
•Assessment of the repayment risk (asset liquidity) of the guarantees received.
Monitoring
The Bank establishes certain monitoring procedures based on the banking area involved, as the admission stage is not the end of the process. Monitoring is as important as decision-making, since risk is dynamic and customers rely on themselves and the environment.
The main monitoring procedures carried out by the various Banking areas are:
•Monitoring of the limit granted: Since customer profiles vary over time, the limits of products contracted are periodically reviewed for the purpose of broadening, reducing or suspending the limit assigned, based on the risk situation.
•Maintenance of pre-approved limits: Customers’ characteristics, vary over time. Therefore, there is periodical maintenance of the pre-approved limits, taking into consideration changes in a customer’s situation (position of asset and liability and relationship). Likewise, there is a periodic follow-up of the evolution of the pre-approved limit amount for the purpose of controlling and ensuring the risk assigned in accordance with the desired risk levels.
•Monitoring of rating tools: Rating tools are a reflection of the internal inputs and show the characteristics and biases of such inputs. Therefore, they need a long period to reduce or eliminate those biases through the inclusion of new information, correction of existing information and periodic reviews optimizing the results of back-tests.
|
|
|
|
|
|
|
|
|
|
Banco BBVA Argentina S.A.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
|
|
•Portfolio analysis: The portfolio analysis consists of a monitoring process and study of the complete cycle of portfolio risk for the purpose of analyzing the status of the portfolio, identifying potential paths towards improvements in management and forecasting future behavior.
Additionally, the following functions are carried out:
•Monitoring of specific customers.
•Monitoring of products.
•Monitoring of units (branches, areas).
•Other monitoring actions (samples, control of admission process and risk management, campaigns).
The priority in credit risk monitoring processes is focused mainly on problematic or potentially problematic customers for preventive purposes. The remaining aspects, the monitoring of products, units and other monitoring actions, are supplementary to the specific monitoring of customers.
Recovery
BBVA Argentina also has a Recoveries Area within Risk Management to mitigate the severity of credit portfolios, both regarding the Bank and its subsidiaries, as well as to provide the results directly through collections of write-off portfolios and indirectly through collections of active portfolios, which imply a reduction of allowances.
Scope and nature of information and/or risk measurement systems
BBVA Argentina has several tools to be used in credit risk management for effective risk control and to facilitate the entire process.
Mitigation of credit risk, collateralized credit risk and other credit enhancements
In most cases, maximum credit risk exposure is reduced by collateral, credit enhancements and other actions which mitigate the Group’s exposure. The Group applies a credit risk hedging and mitigation policy deriving from a banking approach focused on relationship banking. The existence of guarantees could be a necessary but not sufficient instrument for accepting risks, as the assumption of risks by the Group requires prior evaluation of the debtor’s capacity for repayment, or that the debtor can generate sufficient resources to allow the amortization of the risk incurred under the agreed terms.
The procedures for the management and valuation of collateral following the Corporate Policies (retail and wholesale), which establish the basic principles for credit risk management, including the management of collaterals assigned in transactions with customers.
The methods used to value the collateral are in line with the best market practices and imply the use of appraisal of real-estate collateral, the market price in market securities, the trading price of shares in investment funds, etc. All the collaterals received must be correctly assigned and entered in the corresponding register.
The following are the principal types of collateral managed by BBVA Argentina:
•Guarantees: It includes sureties or unsecured instruments.
•Joint and several guarantee: upon default on payment, the creditor may collect the unpaid amount from either the debtor or the surety.
•Joint guarantee: in this case the guarantors and debt-holders are liable in proportion to their interest in the company / transaction and restricted to such amount or percentage.
•Security interest: it includes guarantees based on tangible assets, which are classified as follows:
•Mortgages: a mortgage does not change the debtor’s unlimited liability, who is fully liable. They are documented pursuant to the Group’s internal regulations for such purposes and are duly registered. Also, there is an independent appraisal, at market value, which enables a prompt sale.
|
|
|
|
|
|
|
|
|
|
Banco BBVA Argentina S.A.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
|
|
•Pledges: this includes chattel mortgages of motor vehicles or machinery, as well as liens on time deposits and investment funds. To be accepted, they shall be effective upon realization accordingly, be properly documented and approved by the Legal Services area.
Loan commitments
To meet the specific financial needs of customers, the Group’s credit policy also includes, among others, the granting of financial guarantees, letters of credit and lines of credit through checking account overdrafts and credit cards. Although these transactions are not recognized in the Consolidated Statement of Financial Position, because they imply a potential liability for the Group, they expose the Group to credit risks in addition to those recognized in the Consolidated Statement of Financial Position and are, therefore, an integral part of the Group’s total risk.
Hedging based on netting of on and off-balance sheet transactions
The Entity, within the limits defined by regulations regarding netting, negotiates with its customers the execution of master agreements (for instance, ISDA or CMOF) for the derivatives business, including the netting of off-balance sheet transactions.
The wording of each agreement determines in each case the transaction subject to netting. The reduction in the exposure of counterparty risk arising from the use of mitigation techniques (netting plus use of collateral agreements) implies a decrease in total exposure (current market value plus potential risk).
Main types of guarantors
The Group defines that the collateral shall be direct, explicit, irrevocable and unconditional in order to be accepted as risk mitigation. Furthermore, regarding admissible guarantors, BBVA Argentina accepts financial institutions (local or foreign), public entities, stock exchange companies, resident and non-resident companies, including insurance companies.
Credit quality of financial assets that are neither past due nor impaired
The Group has tools (“scoring” and “rating”) that enable it to rank the credit quality of its transactions and customers based on an assessment and its correspondence with the PD scales. To analyze the performance of PD, the Group has a series of tracking tools and historical databases that collect the relevant internally generated information. These tools can be grouped together into scoring and rating models, being the main difference between ratings and scorings is that the latter are used to assess retail products, while ratings use a wholesale banking customer approach.
These different levels and their PD were calculated by using as a reference the rating scales and default rates. These calculations establish the PD levels for the Bank’s Master Rating Scale. Although this scale is common to the entire Group, the calibrations (mapping scores to PD sections/Master Rating Scale levels) are carried out at the country level.
|
|
|
|
|
|
|
|
|
|
Banco BBVA Argentina S.A.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
|
|
Credit risk exposure and allowances
The table below sets forth the changes during 2025 and 2024 in the credit risk exposure and the impairment allowances booked under IFRS 9 in the consolidated statement of financial position or reversal of estimated impairment of financial assets at amortized cost, financial assets at fair value through other comprehensive income, loan commitments and financial guarantees:
December 31, 2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CREDIT RISK EXPOSURE -
FINANCIAL ASSETS (1) |
|
Performing |
|
Non performing |
|
|
|
Stage 1 |
|
Stage 2 |
|
Stage 3 |
|
Total |
|
Credit risk exposure |
|
Credit risk exposure (collectively assessed) |
|
Credit risk exposure (individually assessed) |
|
Credit risk exposure (collectively assessed) |
|
Credit risk exposure (individually assessed) |
|
Credit risk exposure |
| Opening balance as of December 31, 2024 |
|
11,579,408,762 |
|
|
3,870,560,034 |
|
|
28,146,967 |
|
|
141,423,415 |
|
|
6,986,888 |
|
|
15,626,526,066 |
|
| Transfers of financial assets: |
|
|
|
|
|
|
|
|
|
|
|
|
| Transfers from Stage 1 to Stage 2 |
|
(2,758,610,594) |
|
|
2,836,320,787 |
|
|
– |
|
|
– |
|
|
– |
|
|
77,710,193 |
|
| Transfers from Stage 2 to Stage 1 |
|
4,238,413,828 |
|
|
(3,962,495,769) |
|
|
(9,359,935) |
|
|
– |
|
|
– |
|
|
266,558,124 |
|
| Transfers from Stage 1 or 2 to Stage 3 |
|
(102,884,462) |
|
|
(855,085,423) |
|
|
(3,762,749) |
|
|
955,669,359 |
|
|
4,882,739 |
|
|
(1,180,536) |
|
| Transfers from Stage 3 to Stage 1 or 2 |
|
19,488,000 |
|
|
17,748,071 |
|
|
548,143 |
|
|
(55,770,395) |
|
|
(2,885,435) |
|
|
(20,871,616) |
|
| Changes without transfers between Stages |
|
(4,293,012,015) |
|
|
762,032,259 |
|
|
(11,162,466) |
|
|
(23,951,199) |
|
|
38,468,844 |
|
|
(3,527,624,577) |
|
| New financial assets originated |
|
31,837,011,032 |
|
|
1,172,712,406 |
|
|
80,963,977 |
|
|
117,085,868 |
|
|
10,282,923 |
|
|
33,218,056,206 |
|
| Expirations and repayments |
|
(16,045,167,322) |
|
|
(2,165,927,296) |
|
|
(55,966,400) |
|
|
(107,116,358) |
|
|
(3,602,624) |
|
|
(18,377,780,000) |
|
| Write-offs |
|
– |
|
|
(674) |
|
– |
|
|
(245,713,713) |
|
|
(1,992,408) |
|
|
(247,706,795) |
|
| Foreign exchange |
|
924,024,462 |
|
|
13,074,430 |
|
|
4,188,210 |
|
|
222,408 |
|
|
1,846,505 |
|
|
943,356,015 |
|
| Inflation adjustment |
|
(4,362,517,510) |
|
|
(609,800,269) |
|
|
(7,055,310) |
|
|
(86,337,771) |
|
|
(3,810,524) |
|
|
(5,069,521,384) |
|
| Closing balance as of December 31, 2025 |
|
21,036,154,181 |
|
|
1,079,138,556 |
|
|
26,540,437 |
|
|
695,511,614 |
|
|
50,176,908 |
|
|
22,887,521,696 |
|
(1)Refer to the 'Additional information on the credit quality of assets' section within this Note for the credit risk exposure of financial assets, loan commitments and financial guarantees, detailing both the stage allocation by asset classification and the credit quality analysis with risk allocation.
|
|
|
|
|
|
|
|
|
|
Banco BBVA Argentina S.A.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
|
|
December 31, 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CREDIT RISK EXPOSURE -
FINANCIAL ASSETS (1) |
|
Performing |
|
Non performing |
|
|
|
Stage 1 |
|
Stage 2 |
|
Stage 3 |
|
Total |
|
Credit risk exposure |
|
Credit risk exposure (collectively assessed) |
|
Credit risk exposure (individually assessed) |
|
Credit risk exposure (collectively assessed) |
|
Credit risk exposure (individually assessed) |
|
Credit risk exposure |
| Opening balance as of December 31, 2023 |
|
10,778,062,168 |
|
|
2,708,823,248 |
|
|
19,857,571 |
|
|
89,910,476 |
|
|
10,944,957 |
|
|
13,607,598,420 |
|
| Transfers of financial assets: |
|
|
|
|
|
|
|
|
|
|
|
|
| Transfers from Stage 1 to Stage 2 |
|
(1,101,477,417) |
|
|
1,058,790,637 |
|
|
7,781,374 |
|
|
– |
|
|
– |
|
|
(34,905,406) |
|
| Transfers from Stage 2 to Stage 1 |
|
793,958,079 |
|
|
(684,245,329) |
|
|
(5,052,073) |
|
|
– |
|
|
– |
|
|
104,660,677 |
|
| Transfers from Stage 1 or 2 to Stage 3 |
|
(24,664,278) |
|
|
(197,681,084) |
|
|
(167,820) |
|
|
230,324,793 |
|
|
160,066 |
|
|
7,971,677 |
|
| Transfers from Stage 3 to Stage 1 or 2 |
|
2,488,502 |
|
|
10,366,063 |
|
|
(6,410) |
|
|
(18,238,195) |
|
|
(201,037) |
|
|
(5,591,077) |
|
| Changes without transfers between Stages |
|
3,024,741,216 |
|
|
2,201,649,889 |
|
|
18,529,711 |
|
|
(1,090,238) |
|
|
3,860,925 |
|
|
5,247,691,503 |
|
| New financial assets originated |
|
30,152,020,796 |
|
|
4,010,959,997 |
|
|
17,036,862 |
|
|
28,668,588 |
|
|
311,706 |
|
|
34,208,997,949 |
|
| Expirations and repayments |
|
(24,799,054,276) |
|
|
(3,070,556,745) |
|
|
(19,042,552) |
|
|
(39,566,627) |
|
|
(686,828) |
|
|
(27,928,907,028) |
|
| Write-offs |
|
– |
|
|
– |
|
|
– |
|
|
(82,837,254) |
|
|
(2,405,085) |
|
|
(85,242,339) |
|
| Foreign exchange |
|
214,985,729 |
|
|
3,933,584 |
|
|
2,764,415 |
|
|
19,827 |
|
|
1,261,110 |
|
|
222,964,665 |
|
| Inflation adjustment |
|
(7,461,651,757) |
|
|
(2,171,480,226) |
|
|
(13,554,111) |
|
|
(65,767,955) |
|
|
(6,258,926) |
|
|
(9,718,712,975) |
|
| Closing balance as of December 31, 2024 |
|
11,579,408,762 |
|
|
3,870,560,034 |
|
|
28,146,967 |
|
|
141,423,415 |
|
|
6,986,888 |
|
|
15,626,526,066 |
|
(1)Refer to the 'Additional information on the credit quality of assets' section within this Note for the credit risk exposure of financial assets, loan commitments and financial guarantees, detailing both the stage allocation by asset classification and the credit quality analysis with risk allocation.
|
|
|
|
|
|
|
|
|
|
Banco BBVA Argentina S.A.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
|
|
December 31, 2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Performing |
|
Non performing |
|
|
|
|
Stage 1 |
|
Stage 2 |
|
Stage 3 |
|
Total |
CREDIT RISK EXPOSURE -
LOAN COMMITMENTS AND FINANCIAL GUARANTEES (1) |
|
Credit risk exposure |
|
Credit risk exposure (collectively assessed) |
|
Credit risk exposure (individually assessed) |
|
Credit risk exposure (collectively assessed) |
|
Credit risk exposure (individually assessed) |
|
Credit risk exposure |
| Opening balance as of December 31, 2024 |
|
4,355,374,326 |
|
|
209,117,015 |
|
|
1,018,390 |
|
|
1,246,564 |
|
|
2,598 |
|
|
4,566,758,893 |
|
| Transfers of loan commitments and financial guarantees: |
|
|
|
|
|
|
|
|
|
|
|
|
| Transfers from Stage 1 to Stage 2 |
|
(965,124,143) |
|
|
770,193,286 |
|
|
– |
|
|
– |
|
|
– |
|
|
(194,930,857) |
|
| Transfers from Stage 2 to Stage 1 |
|
863,945,939 |
|
|
(626,077,379) |
|
|
(9,391) |
|
|
– |
|
|
– |
|
|
237,859,169 |
|
| Transfers from Stage 1 or 2 to Stage 3 |
|
(4,319,863) |
|
|
(1,718,072) |
|
|
(1,540) |
|
|
3,670,549 |
|
|
3,868 |
|
|
(2,365,058) |
|
| Transfers from Stage 3 to Stage 1 or 2 |
|
1,879,909 |
|
|
766,402 |
|
|
6,538 |
|
|
(2,561,212) |
|
|
(53,247) |
|
|
38,390 |
|
| Changes without transfers between Stages |
|
2,102,490,277 |
|
|
89,818,194 |
|
|
(324,702) |
|
|
(85,646) |
|
|
83,812 |
|
|
2,191,981,935 |
|
| New loan commitments and financial guarantees originated |
|
1,473,675,501 |
|
|
66,524,520 |
|
|
79,870 |
|
|
703,787 |
|
|
51,879 |
|
|
1,541,035,557 |
|
| Expirations and repayments |
|
(1,162,097,927) |
|
|
(91,466,400) |
|
|
(352,650) |
|
|
(939,662) |
|
|
(12,117) |
|
|
(1,254,868,756) |
|
| Write-offs |
|
– |
|
|
– |
|
|
– |
|
|
(1,754) |
|
|
– |
|
|
(1,754) |
|
| Foreign exchange |
|
78,978,125 |
|
|
3,418,196 |
|
|
27,962 |
|
|
1,099 |
|
|
– |
|
|
82,425,382 |
|
| Inflation adjustment |
|
(1,391,111,799) |
|
|
(80,585,126) |
|
|
(85,491) |
|
|
(326,978) |
|
|
(11,584) |
|
|
(1,472,120,978) |
|
| Closing balance as of December 31, 2025 |
|
5,353,690,345 |
|
|
339,990,636 |
|
|
358,986 |
|
|
1,706,747 |
|
|
65,209 |
|
|
5,695,811,923 |
|
(1)Refer to the 'Additional information on the credit quality of assets' section within this Note for the credit risk exposure of financial assets, loan commitments and financial guarantees, detailing both the stage allocation by asset classification and the credit quality analysis with risk allocation.
|
|
|
|
|
|
|
|
|
|
Banco BBVA Argentina S.A.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
|
|
December 31, 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Performing |
|
Non performing |
|
|
|
|
Stage 1 |
|
Stage 2 |
|
Stage 3 |
|
Total |
CREDIT RISK EXPOSURE -
LOAN COMMITMENTS AND FINANCIAL GUARANTEES (1) |
|
Credit risk exposure |
|
Credit risk exposure (collectively assessed) |
|
Credit risk exposure (individually assessed) |
|
Credit risk exposure (collectively assessed) |
|
Credit risk exposure (individually assessed) |
|
Credit risk exposure |
| Opening balance as of December 31, 2023 |
|
1,676,994,807 |
|
|
175,380,968 |
|
|
515,779 |
|
|
593,399 |
|
|
991 |
|
|
1,853,485,944 |
|
| Transfers of loan commitments and financial guarantees: |
|
|
|
|
|
|
|
|
|
|
|
|
| Transfers from Stage 1 to Stage 2 |
|
(309,078,675) |
|
|
274,498,921 |
|
|
94,330 |
|
|
– |
|
|
– |
|
|
(34,485,424) |
|
| Transfers from Stage 2 to Stage 1 |
|
371,755,704 |
|
|
(253,311,398) |
|
|
(331,904) |
|
|
– |
|
|
– |
|
|
118,112,402 |
|
| Transfers from Stage 1 or 2 to Stage 3 |
|
(2,704,615) |
|
|
(894,739) |
|
|
(374) |
|
|
2,322,557 |
|
|
274 |
|
|
(1,276,897) |
|
| Transfers from Stage 3 to Stage 1 or 2 |
|
1,316,503 |
|
|
446,527 |
|
|
374 |
|
|
(1,335,447) |
|
|
(1,765) |
|
|
426,192 |
|
| Changes without transfers between Stages |
|
3,244,307,358 |
|
|
140,751,235 |
|
|
(1,741,807) |
|
|
392,856 |
|
|
9,022 |
|
|
3,383,718,664 |
|
| New loan commitments and financial guarantees originated |
|
1,431,076,377 |
|
|
69,176,169 |
|
|
3,804,499 |
|
|
292,692 |
|
|
– |
|
|
1,504,349,737 |
|
| Expirations and repayments |
|
(648,648,455) |
|
|
(74,519,542) |
|
|
(649,847) |
|
|
(557,231) |
|
|
(91) |
|
|
(724,375,166) |
|
| Write-offs |
|
– |
|
|
– |
|
|
– |
|
|
(2,397) |
|
|
– |
|
|
(2,397) |
|
| Foreign exchange |
|
53,516,511 |
|
|
2,490,210 |
|
|
537,374 |
|
|
– |
|
|
– |
|
|
56,544,095 |
|
| Inflation adjustment |
|
(1,463,161,189) |
|
|
(124,901,336) |
|
|
(1,210,034) |
|
|
(459,865) |
|
|
(5,833) |
|
|
(1,589,738,257) |
|
| Closing balance as of December 31, 2024 |
|
4,355,374,326 |
|
|
209,117,015 |
|
|
1,018,390 |
|
|
1,246,564 |
|
|
2,598 |
|
|
4,566,758,893 |
|
(1)Refer to the 'Additional information on the credit quality of assets' section within this Note for the credit risk exposure of financial assets, loan commitments and financial guarantees, detailing both the stage allocation by asset classification and the credit quality analysis with risk allocation.
|
|
|
|
|
|
|
|
|
|
Banco BBVA Argentina S.A.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
|
|
December 31, 2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Performing |
|
Non performing |
|
|
|
|
Stage 1 |
|
Stage 2 |
|
Stage 3 |
|
Total |
ALLOWANCES -
FINANCIAL ASSETS (1) |
|
Loss allowances |
|
Loss allowances (collectively assessed) |
|
Loss allowances (individually assessed) |
|
Loss allowances (collectively assessed) |
|
Loss allowances (individually assessed) |
|
Loss allowances |
| Opening balance as of December 31, 2024 |
|
72,847,311 |
|
|
156,317,476 |
|
|
1,326,580 |
|
|
103,870,294 |
|
|
5,137,830 |
|
|
339,499,491 |
|
| Transfers of financial assets: |
|
|
|
|
|
|
|
|
|
|
|
|
| Transfers from Stage 1 to Stage 2 |
|
(68,970,769) |
|
|
195,679,437 |
|
|
– |
|
|
– |
|
|
– |
|
|
126,708,668 |
|
| Transfers from Stage 2 to Stage 1 |
|
122,490,304 |
|
|
(183,497,949) |
|
|
(415,129) |
|
|
– |
|
|
– |
|
|
(61,422,774) |
|
| Transfers from Stage 1 or 2 to Stage 3 |
|
(6,111,406) |
|
|
(154,498,921) |
|
|
(673,903) |
|
|
533,185,907 |
|
|
2,602,513 |
|
|
374,504,190 |
|
| Transfers from Stage 3 to Stage 1 or 2 |
|
1,677,238 |
|
|
1,505,608 |
|
|
416,938 |
|
|
(32,367,012) |
|
|
(1,880,570) |
|
|
(30,647,798) |
|
| Changes without transfers between Stages |
|
(211,723,431) |
|
|
80,477,369 |
|
|
1,169,955 |
|
|
137,334,279 |
|
|
30,961,915 |
|
|
38,220,087 |
|
| New financial assets originated |
|
345,829,697 |
|
|
35,168,834 |
|
|
5,795,413 |
|
|
69,888,166 |
|
|
7,655,314 |
|
|
464,337,424 |
|
| Expirations and repayments |
|
(145,657,452) |
|
|
(42,211,716) |
|
|
(2,819,502) |
|
|
(66,579,468) |
|
|
(3,096,410) |
|
|
(260,364,548) |
|
| Write-offs |
|
– |
|
|
(2,580) |
|
|
– |
|
|
(223,285,002) |
|
|
(1,947,198) |
|
|
(225,234,780) |
|
| Foreign exchange |
|
4,896,800 |
|
|
324,959 |
|
|
123,718 |
|
|
37,945 |
|
|
1,211,219 |
|
|
6,594,641 |
|
| Inflation adjustment |
|
(28,375,930) |
|
|
(31,380,022) |
|
|
(344,539) |
|
|
(61,279,218) |
|
|
(3,013,572) |
|
|
(124,393,281) |
|
| Closing balance as of December 31, 2025 (2) |
|
86,902,362 |
|
|
57,882,495 |
|
|
4,579,531 |
|
|
460,805,891 |
|
|
37,631,041 |
|
|
647,801,320 |
|
(1)Refer to the 'Reconciliation of expected credit loss allowances' section within this Note for the detailed movements in the expected credit loss allowances, detailing the reconciliation from the opening to the closing balance by class of financial instrument.
(2)Impairment of financial assets detailed in the table above includes allowances on financial assets at FVOCI for 27,186,328.
|
|
|
|
|
|
|
|
|
|
Banco BBVA Argentina S.A.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
|
|
December 31, 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Performing |
|
Non performing |
|
|
|
|
Stage 1 |
|
Stage 2 |
|
Stage 3 |
|
Total |
ALLOWANCES -
FINANCIAL ASSETS (1) |
|
Loss allowances |
|
Loss allowances (collectively assessed) |
|
Loss allowances (individually assessed) |
|
Loss allowances (collectively assessed) |
|
Loss allowances (individually assessed) |
|
Loss allowances |
| Opening balance as of December 31, 2023 |
|
53,078,358 |
|
|
151,993,723 |
|
|
303,706 |
|
|
64,872,860 |
|
|
7,867,011 |
|
|
278,115,658 |
|
| Transfers of financial assets: |
|
|
|
|
|
|
|
|
|
|
|
|
| Transfers from Stage 1 to Stage 2 |
|
(21,211,190) |
|
|
62,588,038 |
|
|
457,564 |
|
|
– |
|
|
– |
|
|
41,834,412 |
|
| Transfers from Stage 2 to Stage 1 |
|
6,907,467 |
|
|
(23,306,869) |
|
|
(59,721) |
|
|
– |
|
|
– |
|
|
(16,459,123) |
|
| Transfers from Stage 1 or 2 to Stage 3 |
|
(1,659,992) |
|
|
(34,663,022) |
|
|
(5,403) |
|
|
134,874,041 |
|
|
3,721 |
|
|
98,549,345 |
|
| Transfers from Stage 3 to Stage 1 or 2 |
|
143,540 |
|
|
748,122 |
|
|
– |
|
|
(12,476,831) |
|
|
(131,691) |
|
|
(11,716,860) |
|
| Changes without transfers between Stages |
|
11,641,797 |
|
|
(33,184,383) |
|
|
859,923 |
|
|
40,036,441 |
|
|
3,843,904 |
|
|
23,197,682 |
|
| New financial assets originated |
|
127,720,473 |
|
|
228,043,258 |
|
|
168,872 |
|
|
15,916,527 |
|
|
311,695 |
|
|
372,160,825 |
|
| Expirations and repayments |
|
(73,202,290) |
|
|
(65,956,393) |
|
|
(217,135) |
|
|
(25,774,886) |
|
|
(616,533) |
|
|
(165,767,237) |
|
| Write-offs |
|
– |
|
|
(8) |
|
|
– |
|
|
(66,308,572) |
|
|
(2,348,940) |
|
|
(68,657,520) |
|
| Foreign exchange |
|
2,074,984 |
|
|
166,874 |
|
|
52,464 |
|
|
7,042 |
|
|
873,025 |
|
|
3,174,389 |
|
| Inflation adjustment |
|
(32,645,836) |
|
|
(130,111,864) |
|
|
(233,690) |
|
|
(47,276,328) |
|
|
(4,664,362) |
|
|
(214,932,080) |
|
| Closing balance as of December 31, 2024 (2) |
|
72,847,311 |
|
|
156,317,476 |
|
|
1,326,580 |
|
|
103,870,294 |
|
|
5,137,830 |
|
|
339,499,491 |
|
(1)Refer to the 'Reconciliation of expected credit loss allowances' section within this Note for the detailed movements in the expected credit loss allowances, detailing the reconciliation from the opening to the closing balance by class of financial instrument.
(2)Impairment of financial assets detailed in the table above includes allowances on financial assets at FVOCI for 117,837,305.
|
|
|
|
|
|
|
|
|
|
Banco BBVA Argentina S.A.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
|
|
December 31, 2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Performing |
|
Non performing |
|
|
|
|
Stage 1 |
|
Stage 2 |
|
Stage 3 |
|
Total |
ALLOWANCES -
LOAN COMMITMENTS AND FINANCIAL GUARANTEES (1) |
|
Loss allowances |
|
Loss allowances (collectively assessed) |
|
Loss allowances (individually assessed) |
|
Loss allowances (collectively assessed) |
|
Loss allowances (individually assessed) |
|
Loss allowances |
| Opening balance as of December 31, 2024 |
|
23,063,597 |
|
|
6,043,921 |
|
|
14,837 |
|
|
837,702 |
|
|
6,398 |
|
|
29,966,455 |
|
| Transfers of loan commitments and financial guarantees: |
|
|
|
|
|
|
|
|
|
|
|
|
| Transfers from Stage 1 to Stage 2 |
|
(9,589,325) |
|
|
17,366,598 |
|
|
– |
|
|
– |
|
|
– |
|
|
7,777,273 |
|
| Transfers from Stage 2 to Stage 1 |
|
6,443,367 |
|
|
(13,393,000) |
|
|
(4,193) |
|
|
– |
|
|
– |
|
|
(6,953,826) |
|
| Transfers from Stage 1 or 2 to Stage 3 |
|
(89,506) |
|
|
(131,415) |
|
|
(24,892) |
|
|
1,981,330 |
|
|
24,733 |
|
|
1,760,250 |
|
| Transfers from Stage 3 to Stage 1 or 2 |
|
205,808 |
|
|
61,086 |
|
|
9,597 |
|
|
(1,594,327) |
|
|
(109,715) |
|
|
(1,427,551) |
|
| Changes without transfers between Stages |
|
(8,200,590) |
|
|
(2,384,238) |
|
|
17,497 |
|
|
147,911 |
|
|
115,559 |
|
|
(10,303,861) |
|
| New loan commitments and financial guarantees originated |
|
14,308,826 |
|
|
1,091,790 |
|
|
1,104 |
|
|
407,771 |
|
|
48,182 |
|
|
15,857,673 |
|
| Expirations and repayments |
|
(5,545,226) |
|
|
(1,150,125) |
|
|
(2,847) |
|
|
(575,142) |
|
|
(7,603) |
|
|
(7,280,943) |
|
| Write-offs |
|
– |
|
|
– |
|
|
– |
|
|
(1,224) |
|
|
– |
|
|
(1,224) |
|
| Foreign exchange |
|
333,104 |
|
|
13,775 |
|
|
148 |
|
|
– |
|
|
– |
|
|
347,027 |
|
| Inflation adjustment |
|
(5,929,875) |
|
|
(1,754,886) |
|
|
(2,601) |
|
|
(194,732) |
|
|
(15,609) |
|
|
(7,897,703) |
|
| Closing balance as of December 31, 2025 |
|
15,000,180 |
|
|
5,763,506 |
|
|
8,650 |
|
|
1,009,289 |
|
|
61,945 |
|
|
21,843,570 |
|
(1)Refer to the 'Reconciliation of expected credit loss allowances' section within this Note for the detailed movements in the expected credit loss allowances, detailing the reconciliation from the opening to the closing balance by class of financial instrument.
|
|
|
|
|
|
|
|
|
|
Banco BBVA Argentina S.A.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
|
|
December 31, 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Performing |
|
Non performing |
|
|
|
|
Stage 1 |
|
Stage 2 |
|
Stage 3 |
|
Total |
ALLOWANCES -
LOAN COMMITMENTS AND FINANCIAL GUARANTEES (1) |
|
Loss allowances |
|
Loss allowances (collectively assessed) |
|
Loss allowances (individually assessed) |
|
Loss allowances (collectively assessed) |
|
Loss allowances (individually assessed) |
|
Loss allowances |
| Opening balance as of December 31, 2023 |
|
13,440,687 |
|
|
3,286,187 |
|
|
8,356 |
|
|
372,653 |
|
|
725 |
|
|
17,108,608 |
|
| Transfers of loan commitments and financial guarantees: |
|
|
|
|
|
|
|
|
|
|
|
|
| Transfers from Stage 1 to Stage 2 |
|
(3,203,090) |
|
|
7,973,200 |
|
|
6,076 |
|
|
– |
|
|
– |
|
|
4,776,186 |
|
| Transfers from Stage 2 to Stage 1 |
|
2,547,506 |
|
|
(5,681,358) |
|
|
(5,872) |
|
|
– |
|
|
– |
|
|
(3,139,724) |
|
| Transfers from Stage 1 or 2 to Stage 3 |
|
(59,660) |
|
|
(87,820) |
|
|
(14) |
|
|
1,320,133 |
|
|
107 |
|
|
1,172,746 |
|
| Transfers from Stage 3 to Stage 1 or 2 |
|
51,341 |
|
|
21,220 |
|
|
8 |
|
|
(804,251) |
|
|
(29,918) |
|
|
(761,600) |
|
| Changes without transfers between Stages |
|
1,906,114 |
|
|
3,407,398 |
|
|
(45,451) |
|
|
359,929 |
|
|
41,998 |
|
|
5,669,988 |
|
| New loan commitments and financial guarantees originated |
|
23,952,714 |
|
|
948,246 |
|
|
78,195 |
|
|
190,037 |
|
|
– |
|
|
25,169,192 |
|
| Expirations and repayments |
|
(6,023,488) |
|
|
(1,435,318) |
|
|
(13,864) |
|
|
(319,791) |
|
|
(67) |
|
|
(7,792,528) |
|
| Write-offs |
|
– |
|
|
– |
|
|
– |
|
|
(1,759) |
|
|
– |
|
|
(1,759) |
|
| Foreign exchange |
|
515,858 |
|
|
19,911 |
|
|
9,819 |
|
|
– |
|
|
– |
|
|
545,588 |
|
| Inflation adjustment |
|
(10,064,385) |
|
|
(2,407,745) |
|
|
(22,416) |
|
|
(279,249) |
|
|
(6,447) |
|
|
(12,780,242) |
|
| Closing balance as of December 31, 2024 |
|
23,063,597 |
|
|
6,043,921 |
|
|
14,837 |
|
|
837,702 |
|
|
6,398 |
|
|
29,966,455 |
|
(1)Refer to the 'Reconciliation of expected credit loss allowances' section within this Note for the detailed movements in the expected credit loss allowances, detailing the reconciliation from the opening to the closing balance by class of financial instrument.
|
|
|
|
|
|
|
|
|
|
Banco BBVA Argentina S.A.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
|
|
Reconciliation of expected credit loss allowances
The table below presents a reconciliation of the changes during 2025 and 2024 in the ECL allowances recognized under IFRS 9. In accordance with IFRS 7 disclosure requirements, this reconciliation is presented by class of financial instrument, showing movements from the opening balance to the closing balance and separately disclosing 12-month and lifetime expected credit losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Accounts |
|
December 31,
2024 |
Stage 1 |
Stage 2 |
Stage 3 |
|
|
Inflation
adjustment |
|
December 31,
2025 |
|
|
|
|
|
|
|
|
|
|
|
| Cash and cash equivalents |
|
628,822 |
|
(468,285) |
|
– |
|
– |
|
|
|
(118,181) |
|
|
42,356 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Other financial assets |
|
2,376,388 |
|
(482,864) |
|
– |
|
1,454,780 |
|
|
|
(626,419) |
|
|
2,721,885 |
|
|
|
|
|
|
|
|
|
|
|
|
| Loans and advances |
|
208,954,335 |
|
10,184,936 |
|
45,159,307 |
|
452,312,392 |
|
|
|
(99,460,414) |
|
|
617,150,556 |
|
| Loans and advances to financial institutions |
|
2,587,212 |
|
627,520 |
|
1,435,036 |
|
203,902 |
|
|
|
(3,493,512) |
|
|
1,360,158 |
|
| Loans and advances to customers |
|
206,367,123 |
|
9,557,416 |
|
43,724,271 |
|
452,108,490 |
|
|
|
(95,966,902) |
|
|
615,790,398 |
|
| Overdrafts |
|
8,772,891 |
|
88,376 |
|
(270,437) |
|
12,139,573 |
|
|
|
(3,478,827) |
|
|
17,251,576 |
|
| Notes |
|
16,924,454 |
|
(5,879,716) |
|
1,824,239 |
|
23,904,338 |
|
|
|
(4,943,089) |
|
|
31,830,226 |
|
| Real estate mortgage |
|
11,820,813 |
|
1,196,675 |
|
3,400,265 |
|
3,205,395 |
|
|
|
(3,700,977) |
|
|
15,922,171 |
|
| Pledge loans |
|
2,751,556 |
|
630,920 |
|
722,035 |
|
13,727,000 |
|
|
|
(2,335,659) |
|
|
15,495,852 |
|
| Consumer loans |
|
60,587,236 |
|
8,279,855 |
|
18,572,402 |
|
193,500,046 |
|
|
|
(35,623,940) |
|
|
245,315,599 |
|
| Credit cards |
|
89,962,779 |
|
2,423,331 |
|
12,526,574 |
|
156,058,551 |
|
|
|
(39,120,093) |
|
|
221,851,142 |
|
| Receivables from financial leases |
|
816,753 |
|
237,930 |
|
166,254 |
|
1,494,505 |
|
|
|
(267,559) |
|
|
2,447,883 |
|
| Others |
|
14,730,641 |
|
2,580,045 |
|
6,782,939 |
|
48,079,082 |
|
|
|
(6,496,758) |
|
|
65,675,949 |
|
|
|
|
|
|
|
|
|
|
|
|
| Debt securities |
|
127,539,946 |
|
33,197,194 |
|
(108,616,776) |
|
(45,574) |
|
|
|
(24,188,267) |
|
|
27,886,523 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Financial guarantees and loan commitments issued |
|
29,966,455 |
|
(2,133,542) |
|
1,470,885 |
|
437,475 |
|
|
|
(7,897,703) |
|
|
21,843,570 |
|
|
|
|
|
|
|
|
|
|
|
|
| TOTAL |
|
369,465,946 |
|
40,297,439 |
|
(61,986,584) |
|
454,159,073 |
|
|
|
(132,290,984) |
|
|
669,644,890 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Accounts |
|
December 31,
2023 |
Stage 1 |
Stage 2 |
Stage 3 |
|
|
Inflation
adjustment |
|
December 31,
2024 |
|
|
|
|
|
|
|
|
|
|
|
| Cash and cash equivalents |
|
774,890 |
|
460,494 |
|
– |
|
– |
|
|
|
(606,562) |
|
|
628,822 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Other financial assets |
|
4,064,744 |
|
(58,934) |
|
– |
|
681,030 |
|
|
|
(2,310,452) |
|
|
2,376,388 |
|
|
|
|
|
|
|
|
|
|
|
|
| Loans and advances |
|
130,115,855 |
|
58,956,296 |
|
23,745,247 |
|
87,527,913 |
|
|
|
(91,390,976) |
|
|
208,954,335 |
|
| Loans and advances to financial institutions |
|
2,809,170 |
|
4,488,964 |
|
225,835 |
|
(32,482) |
|
|
|
(4,904,275) |
|
|
2,587,212 |
|
| Loans and advances to customers |
|
127,306,685 |
|
54,467,332 |
|
23,519,412 |
|
87,560,395 |
|
|
|
(86,486,701) |
|
|
206,367,123 |
|
| Overdrafts |
|
9,839,734 |
|
3,535,549 |
|
(490,532) |
|
3,003,089 |
|
|
|
(7,114,949) |
|
|
8,772,891 |
|
| Notes |
|
11,013,543 |
|
12,735,967 |
|
394,440 |
|
130,580 |
|
|
|
(7,350,076) |
|
|
16,924,454 |
|
| Real estate mortgage |
|
9,474,944 |
|
392,250 |
|
2,819,067 |
|
6,471,593 |
|
|
|
(7,337,041) |
|
|
11,820,813 |
|
| Pledge loans |
|
1,901,960 |
|
470,147 |
|
391,159 |
|
1,135,423 |
|
|
|
(1,147,133) |
|
|
2,751,556 |
|
| Consumer loans |
|
27,674,520 |
|
12,877,764 |
|
7,317,221 |
|
32,604,799 |
|
|
|
(19,887,068) |
|
|
60,587,236 |
|
| Credit cards |
|
54,730,775 |
|
24,553,463 |
|
11,888,835 |
|
38,538,584 |
|
|
|
(39,748,878) |
|
|
89,962,779 |
|
| Receivables from financial leases |
|
1,361,817 |
|
180,187 |
|
46,081 |
|
94,655 |
|
|
|
(865,987) |
|
|
816,753 |
|
| Others |
|
11,309,392 |
|
(277,995) |
|
1,153,141 |
|
5,581,672 |
|
|
|
(3,035,569) |
|
|
14,730,641 |
|
|
|
|
|
|
|
|
|
|
|
|
| Debt securities |
|
143,160,169 |
|
(6,943,067) |
|
111,946,934 |
|
– |
|
|
|
(120,624,090) |
|
|
127,539,946 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Financial guarantees and loan commitments issued |
|
17,108,608 |
|
19,687,295 |
|
5,194,376 |
|
756,418 |
|
|
|
(12,780,242) |
|
|
29,966,455 |
|
|
|
|
|
|
|
|
|
|
|
|
| TOTAL |
|
295,224,266 |
|
72,102,084 |
|
140,886,557 |
|
88,965,361 |
|
|
|
(227,712,322) |
|
|
369,465,946 |
|
|
|
|
|
|
|
|
|
|
|
Banco BBVA Argentina S.A.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
|
|
Additional information on the credit quality of assets
Exposure to credit risk
The Group’s credit risk exposure of financial assets, loan commitments and financial guarantees under IFRS 9 with stage allocation by asset classification as of December 31, 2025 and 2024 is provided below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Credit risk exposure |
December 31,
2025 |
Stage 1 |
Stage 2 |
Stage 3 |
| Cash and cash equivalents |
3,423,939,785 |
|
3,423,939,785 |
|
– |
|
– |
|
| Financial assets at amortized cost |
16,379,342,264 |
|
14,527,974,749 |
|
1,105,678,993 |
|
745,688,522 |
|
| Debt securities |
583,978,156 |
|
583,978,156 |
|
– |
|
– |
|
| Wholesale |
10,099,369,799 |
|
9,510,834,035 |
|
433,855,591 |
|
154,680,173 |
|
| - Business |
3,819,807,251 |
|
3,594,108,500 |
|
174,391,926 |
|
51,306,825 |
|
| - Corporate and Investment Banking |
3,247,543,529 |
|
3,177,238,378 |
|
70,301,493 |
|
3,658 |
|
| - Institutional and international |
554,859,517 |
|
554,792,216 |
|
247 |
|
67,054 |
|
| - MSMEs |
1,776,584,054 |
|
1,484,119,493 |
|
189,161,925 |
|
103,302,636 |
|
| - Others |
700,575,448 |
|
700,575,448 |
|
– |
|
– |
|
| Retail |
5,695,994,309 |
|
4,433,162,558 |
|
671,823,402 |
|
591,008,349 |
|
| - Advances |
6,863,794 |
|
1,244,185 |
|
787,460 |
|
4,832,149 |
|
| - Credit cards |
3,012,525,743 |
|
2,425,608,477 |
|
299,797,752 |
|
287,119,514 |
|
| - Personal loans |
1,224,546,071 |
|
691,032,737 |
|
274,040,192 |
|
259,473,142 |
|
| - Pledge loans |
694,074,452 |
|
618,807,281 |
|
46,984,566 |
|
28,282,605 |
|
| - Mortgages |
723,587,572 |
|
664,377,468 |
|
49,219,829 |
|
9,990,275 |
|
| - Receivables from financial leases |
4,970,230 |
|
2,759,478 |
|
900,088 |
|
1,310,664 |
|
| - Others |
29,426,447 |
|
29,332,932 |
|
93,515 |
|
– |
|
|
|
|
|
|
|
|
|
|
|
| Financial assets at fair value through other comprehensive income |
3,084,239,647 |
|
3,084,239,647 |
|
– |
|
– |
|
| Debt securities |
3,084,239,647 |
|
3,084,239,647 |
|
– |
|
– |
|
| Total financial assets risk |
22,887,521,696 |
|
21,036,154,181 |
|
1,105,678,993 |
|
745,688,522 |
|
|
|
|
|
|
| Loan commitments and financial guarantees |
|
|
|
|
| Wholesale |
1,683,682,032 |
|
1,520,945,514 |
|
162,073,845 |
|
662,673 |
|
| - Business |
621,837,343 |
|
572,702,520 |
|
48,945,048 |
|
189,775 |
|
| - Corporate and Investment Banking |
206,378,096 |
|
171,747,222 |
|
34,630,867 |
|
7 |
|
| - Institutional and international |
55,799,607 |
|
54,613,827 |
|
1,185,780 |
|
– |
|
| - MSMEs |
799,666,986 |
|
721,881,945 |
|
77,312,150 |
|
472,891 |
|
| Retail |
4,012,129,891 |
|
3,832,744,831 |
|
178,275,777 |
|
1,109,283 |
|
| - Advances |
21,153,410 |
|
20,064,662 |
|
1,084,160 |
|
4,588 |
|
| - Credit cards |
3,985,933,889 |
|
3,808,755,235 |
|
176,154,853 |
|
1,023,801 |
|
| - Mortgages |
5,006,620 |
|
3,888,962 |
|
1,036,764 |
|
80,894 |
|
| - Receivables from financial leases |
35,972 |
|
35,972 |
|
– |
|
– |
|
|
|
|
|
|
| Total loan commitments and financial guarantees |
5,695,811,923 |
|
5,353,690,345 |
|
340,349,622 |
|
1,771,956 |
|
|
|
|
|
|
| Total credit risk exposure |
28,583,333,619 |
|
26,389,844,526 |
|
1,446,028,615 |
|
747,460,478 |
|
|
|
|
|
|
|
|
|
|
|
Banco BBVA Argentina S.A.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Credit risk exposure |
December 31,
2024 |
Stage 1 |
Stage 2 |
Stage 3 |
| Cash and cash equivalents |
1,370,888,970 |
|
1,370,888,970 |
|
– |
|
– |
|
| Financial assets at amortized cost |
11,017,343,395 |
|
10,110,314,251 |
|
758,618,841 |
|
148,410,303 |
|
| Debt securities |
210,350,998 |
|
– |
|
210,350,998 |
|
– |
|
| Wholesale |
6,865,239,837 |
|
6,649,587,281 |
|
195,429,532 |
|
20,223,024 |
|
| - Business |
2,208,459,399 |
|
2,140,653,711 |
|
61,260,474 |
|
6,545,214 |
|
| - Corporate and Investment Banking |
2,270,773,592 |
|
2,205,478,999 |
|
65,293,997 |
|
596 |
|
| - Institutional and international |
497,493,720 |
|
493,570,415 |
|
3,894,438 |
|
28,867 |
|
| - MSMEs |
1,209,424,341 |
|
1,130,795,371 |
|
64,980,623 |
|
13,648,347 |
|
| - Others |
679,088,785 |
|
679,088,785 |
|
– |
|
– |
|
| Retail |
3,941,752,560 |
|
3,460,726,970 |
|
352,838,311 |
|
128,187,279 |
|
| - Advances |
4,182,618 |
|
1,318,251 |
|
547,236 |
|
2,317,131 |
|
| - Credit cards |
2,390,121,502 |
|
2,148,914,478 |
|
178,415,808 |
|
62,791,216 |
|
| - Personal loans |
858,382,014 |
|
736,081,258 |
|
73,158,581 |
|
49,142,175 |
|
| - Pledge loans |
324,708,010 |
|
313,982,783 |
|
7,385,190 |
|
3,340,037 |
|
| - Mortgages |
356,644,536 |
|
254,440,611 |
|
91,801,813 |
|
10,402,112 |
|
| - Receivables from financial leases |
5,608,471 |
|
3,884,180 |
|
1,529,683 |
|
194,608 |
|
| - Others |
2,105,409 |
|
2,105,409 |
|
– |
|
– |
|
|
|
|
|
|
|
|
|
|
|
| Financial assets at fair value through other comprehensive income |
3,238,293,701 |
|
98,205,541 |
|
3,140,088,160 |
|
– |
|
| Debt securities |
3,238,293,701 |
|
98,205,541 |
|
3,140,088,160 |
|
– |
|
| Total financial assets risk |
15,626,526,066 |
|
11,579,408,762 |
|
3,898,707,001 |
|
148,410,303 |
|
|
|
|
|
|
| Loan commitments and financial guarantees |
|
|
|
|
| Wholesale |
848,244,736 |
|
796,726,607 |
|
51,343,556 |
|
174,573 |
|
| - Business |
166,309,912 |
|
152,061,782 |
|
14,236,317 |
|
11,813 |
|
| - Corporate and Investment Banking |
213,972,339 |
|
201,230,923 |
|
12,741,407 |
|
9 |
|
| - Institutional and international |
160,667,797 |
|
159,500,964 |
|
1,166,833 |
|
– |
|
| - MSMEs |
307,294,688 |
|
283,932,938 |
|
23,198,999 |
|
162,751 |
|
| Retail |
3,718,514,157 |
|
3,558,647,719 |
|
158,791,849 |
|
1,074,589 |
|
| - Advances |
19,505,505 |
|
18,853,816 |
|
647,748 |
|
3,941 |
|
| - Credit cards |
3,692,994,531 |
|
3,535,716,868 |
|
156,380,250 |
|
897,413 |
|
| - Mortgages |
5,106,104 |
|
3,177,409 |
|
1,755,503 |
|
173,192 |
|
| - Receivables from financial leases |
908,017 |
|
899,626 |
|
8,348 |
|
43 |
|
|
|
|
|
|
| Total loan commitments and financial guarantees |
4,566,758,893 |
|
4,355,374,326 |
|
210,135,405 |
|
1,249,162 |
|
|
|
|
|
|
| Total credit risk exposure |
20,193,284,959 |
|
15,934,783,088 |
|
4,108,842,406 |
|
149,659,465 |
|
|
|
|
|
|
|
|
|
|
|
Banco BBVA Argentina S.A.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
|
|
Credit quality of assets
The Group’s credit quality analysis of financial assets under IFRS 9 with risk allocation as of December 31, 2025 and 2024 is provided below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Credit quality analysis |
|
December 31,
2025 |
Stage 1 |
Stage 2 |
Stage 3 |
| Cash and cash equivalents |
|
|
|
|
|
- Low risk (PD < 2.3%) |
|
3,423,939,785 |
|
3,423,939,785 |
|
– |
|
– |
|
| Total cash and cash equivalents |
|
3,423,939,785 |
|
3,423,939,785 |
|
– |
|
– |
|
| Wholesale |
|
|
|
|
|
- Low risk (PD < 4%) |
|
11,331,047,001 |
|
10,830,957,606 |
|
500,089,395 |
|
– |
|
- Medium risk (PD ≥ 4% to < 24%) |
|
270,964,230 |
|
175,124,189 |
|
95,840,041 |
|
– |
|
- High risk (PD ≥ 24% to < 100% or Individually Stage 2) |
|
25,697,754 |
|
25,697,754 |
|
– |
|
– |
|
- Non performing (PD = 100% or Individually Stage 3) |
|
155,342,846 |
|
– |
|
– |
|
155,342,846 |
|
| Total wholesale |
|
11,783,051,831 |
|
11,031,779,549 |
|
595,929,436 |
|
155,342,846 |
|
| Retail |
|
|
|
|
|
- Low risk (PD < 2.3%) |
|
7,158,411,678 |
|
6,954,353,217 |
|
204,058,461 |
|
– |
|
- Medium risk (PD ≥ 2.3% to < 29%) |
|
1,811,681,952 |
|
1,288,504,502 |
|
523,177,450 |
|
– |
|
- High risk (PD ≥ 29% to < 100% or Individually Stage 2) |
|
145,912,938 |
|
23,049,670 |
|
122,863,268 |
|
– |
|
- Non performing (PD = 100% or Individually Stage 3) |
|
592,117,632 |
|
– |
|
– |
|
592,117,632 |
|
| Total retail |
|
9,708,124,200 |
|
8,265,907,389 |
|
850,099,179 |
|
592,117,632 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt securities |
|
|
|
|
|
| - BCRA securities (B+) |
|
35,273,203 |
|
35,273,203 |
|
– |
|
– |
|
| - Government securities (B-) |
|
3,589,801,816 |
|
3,589,801,816 |
|
– |
|
– |
|
| - Corporate bonds (B) |
|
4,846,723 |
|
4,846,723 |
|
– |
|
– |
|
| - Corporate bonds (B+) |
|
3,353,010 |
|
3,353,010 |
|
– |
|
– |
|
| - Corporate bonds (BB-) |
|
7,599,602 |
|
7,599,602 |
|
– |
|
– |
|
| - Corporate bonds (BB) |
|
27,343,449 |
|
27,343,449 |
|
– |
|
– |
|
| Total debt securities |
|
3,668,217,803 |
|
3,668,217,803 |
|
– |
|
– |
|
|
|
|
|
|
|
| Total credit risk exposure |
|
28,583,333,619 |
|
26,389,844,526 |
|
1,446,028,615 |
|
747,460,478 |
|
|
|
|
|
|
|
|
|
|
|
Banco BBVA Argentina S.A.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Credit quality analysis |
|
December 31,
2024 |
Stage 1 |
Stage 2 |
Stage 3 |
| Cash and cash equivalents |
|
|
|
|
|
- Low risk (PD < 2.3%) |
|
1,370,888,970 |
|
1,370,888,970 |
|
– |
|
– |
|
| Total cash and cash equivalents |
|
1,370,888,970 |
|
1,370,888,970 |
|
– |
|
– |
|
| Wholesale |
|
|
|
|
|
- Low risk (PD < 4%) |
|
6,934,810,219 |
|
6,793,661,874 |
|
141,148,345 |
|
– |
|
- Medium risk (PD ≥ 4% to < 24%) |
|
567,154,530 |
|
483,641,140 |
|
83,513,390 |
|
– |
|
- High risk (PD ≥ 24% to < 100% or Individually Stage 2) |
|
191,122,227 |
|
169,010,874 |
|
22,111,353 |
|
– |
|
- Non performing (PD = 100% or Individually Stage 3) |
|
20,397,597 |
|
– |
|
– |
|
20,397,597 |
|
| Total wholesale |
|
7,713,484,573 |
|
7,446,313,888 |
|
246,773,088 |
|
20,397,597 |
|
| Retail |
|
|
|
|
|
- Low risk (PD < 2.3%) |
|
5,911,490,874 |
|
5,726,712,819 |
|
184,778,055 |
|
– |
|
- Medium risk (PD ≥ 2.3% to < 29%) |
|
1,556,241,652 |
|
1,277,569,489 |
|
278,672,163 |
|
– |
|
- High risk (PD ≥ 29% to < 100% or Individually Stage 2) |
|
63,272,323 |
|
15,092,381 |
|
48,179,942 |
|
– |
|
- Non performing (PD = 100% or Individually Stage 3) |
|
129,261,868 |
|
– |
|
– |
|
129,261,868 |
|
| Total retail |
|
7,660,266,717 |
|
7,019,374,689 |
|
511,630,160 |
|
129,261,868 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt securities |
|
|
|
|
|
| - BCRA securities (B) |
|
48,802,895 |
|
48,802,895 |
|
– |
|
– |
|
| - Government securities (CCC+) |
|
3,350,439,283 |
|
125 |
|
3,350,439,158 |
|
– |
|
| - Corporate bonds (B) |
|
6,928,150 |
|
6,928,150 |
|
– |
|
– |
|
| - Corporate bonds (BB-) |
|
41,891,617 |
|
41,891,617 |
|
– |
|
– |
|
| - Corporate bonds (BB) |
|
582,754 |
|
582,754 |
|
– |
|
– |
|
|
|
|
|
|
|
| Total debt securities |
|
3,448,644,699 |
|
98,205,541 |
|
3,350,439,158 |
|
– |
|
|
|
|
|
|
|
| Total credit risk exposure |
|
20,193,284,959 |
|
15,934,783,088 |
|
4,108,842,406 |
|
149,659,465 |
|
The amounts included in the table above represent the Entity’s maximum exposure to credit risk as of December 31, 2025 and 2024, without taking account of any collateral held or other credit enhancements. In order to mitigate credit risk, the following table shows the net credit risk exposure as of December 31, 2025 and 2024:
|
|
|
|
|
|
|
|
|
|
|
|
| |
December 31,
2025 |
|
December 31,
2024 |
| Maximum exposure to credit risk |
28,583,333,619 |
|
|
20,193,284,959 |
|
| Collateral held or other credit enhancements |
(5,453,665,758) |
|
|
(3,743,925,586) |
|
| Total net credit risk exposure |
23,129,667,861 |
|
|
16,449,359,373 |
|
|
|
|
|
|
|
|
|
|
|
Banco BBVA Argentina S.A.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
|
|
Refinancing and restructuring operations
The following table provides information about the Group's refinanced assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2025 |
|
December 31,
2024 |
|
|
Refinanced assets |
|
207,504,719 |
|
|
34,120,384 |
|
|
|
Allowances for ECL |
|
(83,111,061) |
|
|
(20,686,690) |
|
|
The table below includes Stage 2 and Stage 3 assets that were refinanced during the period, with the related modification loss suffered by the Group:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2025 |
|
December 31,
2024 |
| Additions of financial assets at amortized cost modified during the period |
|
212,660,958 |
|
|
26,296,926 |
|
| Net modification loss |
|
(13,232,887) |
|
|
(907,605) |
|
The table below shows the gross carrying amount of modified financial assets for which loss allowance has changed to 12-month ECL measurement during the period:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Post modification |
| December 31, 2025 |
|
Gross carrying amount |
|
ECL |
|
|
|
|
|
| Financial assets that have cured since modification and are now measured using 12-month ECL (Stage 1) |
|
809,684 |
|
|
4,819 |
|
| Financial assets that reverted to (Stage 2/3) lifetime ECL having once cured |
|
12,871 |
|
|
2,970 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Post modification |
| December 31, 2024 |
|
Gross carrying amount |
|
ECL |
|
|
|
|
|
| Financial assets that have cured since modification and are now measured using 12-month ECL (Stage 1) |
|
123,918 |
|
|
1,806 |
|
| Financial assets that reverted to (Stage 2/3) lifetime ECL having once cured |
|
173,416 |
|
|
8,161 |
|
|
|
|
|
|
|
|
|
|
|
Banco BBVA Argentina S.A.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
|
|
b) Financial risks
The Financial Risks Management of the Risks Management area applies the criteria, policies and procedures defined by the Board of Directors to manage, with a follow-up and control of its proper application, and proposing the necessary actions to maintain the quality of risk within the defined appetite for risk.
The financial risks management model of BBVA Argentina consists of the Market Risks and Structural Risks and Economic Capital Areas, which are coordinated for the control and follow-up of risks.
The management of these risks is in line with the basic principles of the Basel Committee on Banking Supervision, with a comprehensive process to identify, measure, monitor and control risks.
The organization of financial risks is completed with a scheme of committees in which it participates, for the purpose of having an agile management process integrated into the treatment of the various risks.
Among others:
•Assets and liabilities Committee (ALCO).
•Risk Management Committee (RMC).
•Financial Risks Committee (FRC).
BBVA Argentina has many tools and systems to manage and follow-up market risk, to achieve effective risk control and treatment.
c) Market risk
BBVA Argentina considers market risk as the likelihood of losses of value of the trading portfolio as a consequence of adverse changes in market variables affecting the valuation of financial products and instruments.
The main market risk factors the Group is exposed to are as follows:
•Interest rate risk: From exposure to changes in the various interest rate curves.
•Foreign exchange risk: From changes in the various foreign exchange rates. All positions in a currency other than the currency of the consolidated statements of financial position create foreign exchange risk.
The main market risk metric is Value at Risk (“VaR”), a parameter to estimate the maximum loss expected for the trading portfolio positions with a 99% confidence level and a time horizon of 1 day.
Current management structure and procedures in force include the follow-up of a limits and alerts scheme in terms of VaR, economic capital, stress and stop loss.
The market risk measurement model is periodically validated through Back-Testing to determine the quality and precision of the VaR estimate.
The Market Risk management model contemplates procedures for communication in the event the risks levels defined are exceeded, establishing specific communication and acting circuits based on the exceeded threshold.
The market risk measurement perimeter is the trading portfolio (trading book) managed by the Global Markets unit. This portfolio mainly consists of:
•Argentine Government Securities.
•BCRA Liquidity Bills
•Corporate Bonds.
•Foreign exchange spot.
•Derivatives (Exchange rate Futures and Forwards and Interest rate swaps).
|
|
|
|
|
|
|
|
|
|
Banco BBVA Argentina S.A.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
|
|
The following tables show the trading portfolio total VaR and VaR per risk factors based on daily VaR information:
VaR (in millions of pesos)
|
|
|
|
|
|
|
|
|
|
|
|
| |
Year ended
December 31,
2025 |
|
Year ended
December 31,
2024 |
| Average |
5,873.21 |
|
|
2,735.59 |
|
| Minimum |
1,489.36 |
|
|
273.39 |
|
| Maximum |
15,431.65 |
|
|
9,720.95 |
|
| Closing |
4,138.31 |
|
|
3,907.74 |
|
VaR per risk factors – (in millions of pesos)
|
|
|
|
|
|
|
|
|
|
|
|
| VaR interest rate |
Year ended
December 31,
2025 |
|
Year ended
December 31,
2024 |
| Average |
5,699.38 |
|
|
2,736.58 |
|
| Minimum |
1,477.68 |
|
|
257.73 |
|
| Maximum |
14,558.89 |
|
|
9,715.07 |
|
| Closing |
3,794.46 |
|
|
3,911.14 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| VaR foreign exchange rate |
Year ended
December 31,
2025 |
|
Year ended
December 31,
2024 |
| Average |
964.31 |
|
|
29.30 |
|
| Minimum |
4.68 |
|
|
3.59 |
|
| Maximum |
6,967.57 |
|
|
123.48 |
|
| Closing |
862.53 |
|
|
16.21 |
|
|
|
|
|
|
|
|
|
|
|
Banco BBVA Argentina S.A.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
|
|
Currency risk
The position in foreign currency is shown below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Total as of
December 31,
2025 |
|
As of December 31, 2025 (per currency) |
|
Total as of
December 31,
2024 |
| |
|
US Dollar |
|
Euro |
|
Real |
|
Other |
|
| ASSETS |
|
|
|
|
|
|
|
|
|
|
|
| Cash and cash equivalents |
3,492,219,572 |
|
|
3,392,480,321 |
|
|
92,733,168 |
|
|
599,767 |
|
|
6,406,316 |
|
|
3,086,067,962 |
|
| Financial assets at fair value through profit or loss - Debt securities |
16,530,479 |
|
|
16,530,479 |
|
|
— |
|
|
— |
|
|
— |
|
|
87,110 |
|
| Other financial assets |
180,330,133 |
|
|
180,139,076 |
|
|
191,057 |
|
|
— |
|
|
— |
|
|
147,602,744 |
|
| Loans and advances |
3,358,356,788 |
|
|
3,352,145,986 |
|
|
6,209,497 |
|
|
— |
|
|
1,305 |
|
|
1,691,501,228 |
|
| Financial assets at fair value through other comprehensive income - Debt securities |
41,107,912 |
|
|
41,107,912 |
|
|
— |
|
|
— |
|
|
— |
|
|
94,538,390 |
|
| Financial assets at fair value through other comprehensive income - Equity instruments |
1,374,295 |
|
|
1,310,020 |
|
|
64,275 |
|
|
— |
|
|
— |
|
|
1,013,562 |
|
| TOTAL ASSETS |
7,089,919,179 |
|
|
6,983,713,794 |
|
|
99,197,997 |
|
|
599,767 |
|
|
6,407,621 |
|
|
5,020,810,996 |
|
| LIABILITIES |
|
|
|
|
|
|
|
|
|
|
|
| Deposits |
6,370,293,191 |
|
|
6,304,656,692 |
|
|
65,636,499 |
|
|
— |
|
|
— |
|
|
4,730,063,263 |
|
| Other financial liabilities |
216,019,366 |
|
|
206,008,599 |
|
|
7,293,367 |
|
|
— |
|
|
2,717,400 |
|
|
242,839,531 |
|
| Bank loans |
308,740,126 |
|
|
303,019,656 |
|
|
5,720,470 |
|
|
— |
|
|
— |
|
|
57,595,808 |
|
| Debt securities issued |
253,939,387 |
|
|
253,939,387 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
| Other liabilities |
98,467,831 |
|
|
60,561,743 |
|
|
37,906,088 |
|
|
— |
|
|
— |
|
|
101,817,914 |
|
| TOTAL LIABILITIES |
7,247,459,901 |
|
|
7,128,186,077 |
|
|
116,556,424 |
|
|
— |
|
|
2,717,400 |
|
|
5,132,316,516 |
|
| NET ASSETS / (LIABILITIES) |
(157,540,722) |
|
|
(144,472,283) |
|
|
(17,358,427) |
|
|
599,767 |
|
|
3,690,221 |
|
|
(111,505,520) |
|
The notional values of forward transactions, foreign currency forwards and interest rate swaps are detailed in Note 5.2.
Interest rate risk
Structural interest risk (SIR) gathers the potential impact of market interest rate variations on the margin of interest and the equity value of BBVA Argentina.
The process to manage this risk has a limits structure to keep the exposure to this risk within levels that are consistent with the appetite for risk and the business strategy defined and approved by the Board of Directors.
Within the core metrics used for measurement, follow-up and control, the following stand out:
•Margin at Risk (MaR): quantifies the maximum loss which may be recorded in the financial margin projected for 12 months under the worst case scenario of rate curves for a certain level of confidence.
•Economic Capital (EC): quantifies the maximum loss which may be recorded in the economic value of the Group under the worst case scenario of rate curves for a certain level of confidence.
The Group additionally carries out an analysis of sensitivity of the economic value and the financial margin for parallel variations by +/- 100 basis points over interest rates.
The following table shows the sensitivity of the economic value (SEV), to +100 basis points variation presented as a proportion of Core Capital:
|
|
|
|
|
|
|
|
|
|
Banco BBVA Argentina S.A.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
|
|
SEV +100 bps
|
|
|
|
|
|
|
|
|
|
|
|
| |
December 31,
2025 |
|
December 31,
2024 |
| Closing |
1.95 |
% |
|
0.94 |
% |
| Minimum |
0.07 |
% |
|
0.30 |
% |
| Maximum |
2.00 |
% |
|
0.94 |
% |
| Average |
0.32 |
% |
|
0.63 |
% |
The following table shows the sensitivity of the financial margin (SFM), to -100 basis points variation presented as a percentage of 12-month forecast net interest income:
SFM -100 bps
|
|
|
|
|
|
|
|
|
|
|
|
| |
December 31,
2025 |
|
December 31,
2024 |
| Closing |
5.90 |
% |
|
0.77 |
% |
| Minimum |
0.17 |
% |
|
0.11 |
% |
| Maximum |
5.90 |
% |
|
0.77 |
% |
| Average |
2.86 |
% |
|
0.44 |
% |
d) Liquidity and financing risk
Liquidity risk is defined as the possibility of the Group not efficiently meeting its payment obligations without incurring significant losses which may affect its daily operations or its financial standing.
The short-term purpose of the liquidity and financing risk management process at BBVA Argentina is to timely and duly address payment commitments agreed, without resorting to additional funding deteriorating the Group’s reputation or significantly affecting its financial position, keeping the exposure to this risk within levels that are consistent with the appetite for risk and the business strategy defined and approved by the Board of Directors. In the medium and long term, to watch for the suitability of the financial structure of the Bank and its evolution, according to the economic situation, the markets and regulatory changes.
Within the core metrics used for measurement, follow-up and control of this risk, management considers the following to be most relevant:
LtSCD: (Loan to Stable Customers Deposits), measures the relationship between the net credit investment and the customers’ stable resources, and is set forth as the key metric of appetite for risk. The goal is to preserve a stable financing structure in the medium and long term.
Below are the Bank’s LtSCD ratios as of the dates indicated:
|
|
|
|
|
|
|
|
|
|
|
|
| |
December 31,
2025 |
|
December 31,
2024 |
| LtSCD Closing |
96.0 |
% |
|
88.9 |
% |
| Max |
99.1 |
% |
|
88.9 |
% |
| Min |
87.3 |
% |
|
57.7 |
% |
| Avg |
95.2 |
% |
|
74.6 |
% |
LCR: (Liquidity Coverage Ratio), BBVA Argentina calculates the liquidity coverage coefficient daily by measuring the relation between high quality liquid assets and total net cash outflows during a 30-day period.
|
|
|
|
|
|
|
|
|
|
Banco BBVA Argentina S.A.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
|
|
Below are the Bank’s LCR ratios as of the dates indicated:
|
|
|
|
|
|
|
|
|
|
|
|
| |
December,
2025 |
|
December,
2024 |
| LCR Closing |
128 |
% |
|
141 |
% |
| Max |
151 |
% |
|
246 |
% |
| Min |
107 |
% |
|
137 |
% |
| Avg |
129 |
% |
|
176 |
% |
The following chart shows the concentration of deposits as of December 31, 2025 and 2024:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
December 31, 2025 |
|
December 31, 2024 |
| Number of customers |
|
Debt balance |
|
% over total portfolio |
|
Debt balance |
|
% over total portfolio |
| 10 largest customers |
|
3,641,133,519 |
|
|
21.16 |
% |
|
2,259,475,887 |
|
|
17.30 |
% |
| 50 following largest customers |
|
2,570,917,567 |
|
|
14.94 |
% |
|
1,900,087,650 |
|
|
14.55 |
% |
| 100 following largest customers |
|
972,400,381 |
|
|
5.65 |
% |
|
602,987,444 |
|
|
4.62 |
% |
| Rest of customers |
|
10,020,624,599 |
|
|
58.25 |
% |
|
8,299,748,295 |
|
|
63.53 |
% |
| TOTAL |
|
17,205,076,066 |
|
|
100.00 |
% |
|
13,062,299,276 |
|
|
100.00 |
% |
The following chart shows the breakdown by contractual maturity of loans and advances, other financing and financial liabilities considering the total amounts to their due date, as of December 31, 2025 and 2024:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Assets (1) |
|
Liabilities (1) |
| |
|
December 31,
2025 |
|
December 31,
2024 |
|
December 31,
2025 |
|
December 31,
2024 |
| Up to 1 month (2) |
|
6,189,674,511 |
|
|
3,974,689,749 |
|
|
18,564,919,980 |
|
|
13,797,842,208 |
|
| From more than 1 month to 3 month |
|
2,438,165,182 |
|
|
1,976,792,611 |
|
|
1,572,319,370 |
|
|
845,486,258 |
|
| From more than 3 month to 6 month |
|
2,584,728,597 |
|
|
1,565,403,247 |
|
|
713,844,450 |
|
|
388,214,630 |
|
| From more than 6 month to 12 month |
|
1,904,354,943 |
|
|
1,176,238,609 |
|
|
319,558,795 |
|
|
282,313,868 |
|
| From more than 12 month to 24 month |
|
1,954,492,709 |
|
|
1,316,221,532 |
|
|
145,030,623 |
|
|
36,342,203 |
|
| More than 24 months |
|
3,414,768,250 |
|
|
2,450,183,523 |
|
|
30,985,830 |
|
|
27,322,824 |
|
| TOTAL |
|
18,486,184,192 |
|
|
12,459,529,271 |
|
|
21,346,659,048 |
|
|
15,377,521,991 |
|
(1)These figures includes expected interest amounts. For floating rate instruments such interest amounts were calculated using interest rate prevailing at the end of each period.
(2)The Bank has liquid assets such as cash and cash equivalents (Note 4) and short term loans (Note 6.2), among others, to settle its liabilities. As of December 31, 2024, it also had BCRA liquidity bills (Note 7.1).
|
|
|
|
|
|
|
|
|
|
Banco BBVA Argentina S.A.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
|
|
Additionally, the Bank has issued financial guarantees and loan commitments which may require outflows on demand.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Financial guarantees and loan commitments |
|
December 31,
2025 |
|
December 31,
2024 |
| Up to 1 month |
|
18,104,559,838 |
|
|
15,713,865,712 |
|
| From more than 1 month to 3 month |
|
57,849,485 |
|
|
35,411,821 |
|
| From more than 3 month to 6 month |
|
69,497,625 |
|
|
31,396,859 |
|
| From more than 6 month to 12 month |
|
19,025,685 |
|
|
141,633,595 |
|
| From more than 12 month to 24 month |
|
61,370,934 |
|
|
104,586,912 |
|
| More than 24 months |
|
10,996,922 |
|
|
13,634,235 |
|
| TOTAL |
|
18,323,300,489 |
|
|
16,040,529,134 |
|
The following chart shows financial guarantees and loan commitments by product.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Financial guarantees and loan commitments |
|
December 31,
2025 |
|
December 31,
2024 |
| Credit card balances not used |
|
17,153,672,029 |
|
|
14,971,767,002 |
|
| Revocable agreed current account advances |
|
894,937,573 |
|
|
604,197,584 |
|
| Guarantees granted |
|
105,504,066 |
|
|
167,423,407 |
|
| Liabilities related to foreign trade transactions |
|
68,137,188 |
|
|
74,040,184 |
|
| Secured loans |
|
66,502,691 |
|
|
79,725,158 |
|
| Overdrafts and receivables not used |
|
34,546,942 |
|
|
143,375,799 |
|
| TOTAL |
|
18,323,300,489 |
|
|
16,040,529,134 |
|
|
|
|
|
|
The amounts of the Bank’s financial assets and liabilities, which were expected to be collected or paid twelve months after the closing date as of December 31, 2025 and 2024 are set forth below:
|
|
|
|
|
|
|
|
|
|
|
|
| |
December 31,
2025 |
|
December 31,
2024 |
| Financial assets |
|
|
|
| Loans and advances |
5,369,260,959 |
|
|
3,766,405,055 |
|
| Debt securities |
6,955,263,353 |
|
|
885,508,712 |
|
| Other financial assets |
52,290,586 |
|
|
33,883,226 |
|
| Total |
12,376,814,898 |
|
|
4,685,796,993 |
|
| Financial liabilities |
|
|
|
| Other financial liabilities |
32,871,639 |
|
|
31,479,816 |
|
| Bank loans |
101,360,375 |
|
|
23,838,397 |
|
| Deposits |
4,594,063 |
|
|
4,229 |
|
| Debt securities |
37,190,376 |
|
|
8,342,585 |
|
| Total |
176,016,453 |
|
|
63,665,027 |
|
|
|
|
|
|
|
|
|
|
|
Banco BBVA Argentina S.A.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
|
|
34. Fair values of financial instruments
a)Assets and liabilities measured at fair value
The fair value hierarchy of assets and liabilities measured at fair value as of December 31, 2025 is detailed below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Book value |
|
Total fair value |
|
Level 1 Fair value |
|
Level 2 Fair value |
|
Level 3 Fair value |
| Financial assets at fair value through profit or loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| - Debt securities |
315,467,772 |
|
315,467,772 |
|
259,373,317 |
|
56,094,455 |
|
— |
| - Derivatives |
38,865,250 |
|
38,865,250 |
|
11,792,046 |
|
27,073,204 |
|
— |
| - Equity instruments |
11,794,486 |
|
11,794,486 |
|
11,794,486 |
|
— |
|
— |
| Financial assets at fair value through other comprehensive income |
|
|
|
|
|
|
|
|
|
| - Debt securities |
3,084,239,647 |
|
3,084,239,647 |
|
2,727,544,858 |
|
356,694,789 |
|
— |
| - Equity instruments |
10,729,531 |
|
10,729,531 |
|
4,294,797 |
|
1,374,295 |
|
5,060,439 |
| Total |
3,461,096,686 |
|
3,461,096,686 |
|
3,014,799,504 |
|
441,236,743 |
|
5,060,439 |
|
|
|
|
|
|
|
|
|
|
| Financial liabilities at fair value through profit or loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Derivatives |
6,495,701 |
|
6,495,701 |
|
4,148,017 |
|
2,347,684 |
|
— |
| Total |
6,495,701 |
|
6,495,701 |
|
4,148,017 |
|
2,347,684 |
|
— |
The fair value hierarchy of assets and liabilities measured at fair value as of December 31, 2024 is detailed below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Book value |
|
Total fair value |
|
Level 1 Fair value |
|
Level 2 Fair value |
|
Level 3 Fair value |
|
| Financial assets at fair value through profit or loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| - Debt securities |
120,757,396 |
|
120,757,396 |
|
108,311,232 |
|
12,446,164 |
|
— |
|
| - Derivatives |
12,975,192 |
|
12,975,192 |
|
1,133,198 |
|
11,841,994 |
|
— |
|
| - Equity instruments |
11,713,449 |
|
11,713,449 |
|
11,713,449 |
|
— |
|
— |
|
| Financial assets at fair value through other comprehensive income |
|
|
|
|
|
|
|
|
|
|
| - Debt securities |
3,238,293,701 |
|
3,238,293,701 |
|
3,141,426,789 |
|
93,199,886 |
|
3,667,026 |
|
| - Equity instruments |
5,923,047 |
|
5,923,047 |
|
— |
|
1,013,562 |
|
4,909,485 |
|
| Total |
3,389,662,785 |
|
3,389,662,785 |
|
3,262,584,668 |
|
118,501,606 |
|
8,576,511 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Financial liabilities at fair value through profit or loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Derivatives |
5,075,959 |
|
5,075,959 |
|
— |
|
5,075,959 |
|
— |
|
| Total |
5,075,959 |
|
5,075,959 |
|
— |
|
5,075,959 |
|
— |
|
Financial assets at fair value mainly consist of BCRA Liquidity Bills and Argentine Government Bonds, together with a minor share in Argentine Treasury Bills, Corporate Bonds and Equity Instruments. Likewise, financial derivatives are classified at fair value, which include futures that are valued at the price of the market where they are traded (A3) and foreign currency NDF (non-delivery forwards) and interest rate swaps.
|
|
|
|
|
|
|
|
|
|
Banco BBVA Argentina S.A.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
|
|
b)Transfers between hierarchy levels
The Entity monitors the availability of market information in order to assess the category of financial instruments in the different hierarchies at fair value, as well as the resulting determination of inter-level transfers at each closing, considering the comparison of hierarchy levels of the current year versus previous year levels.
b.1) Transfers from Level 1 to Level 2
The following instruments measured at fair value were transferred from Level 1 to Level 2 of the fair value hierarchy as of December 31, 2025 and 2024:
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2025 |
|
December 31,
2024 |
| Corporate Bond John Deere Credit Cia Financiera S.A. Series X in USD. Maturity 03-08-2026 |
1,475,644 |
|
— |
b.2) Transfers from Level 2 to Level 1
The following instruments measured at fair value were transferred from Level 2 to Level 1 of the fair value hierarchy as of December 31, 2025 and 2024:
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2025 |
|
December 31,
2024 |
|
|
|
|
| Corporate Bond 360 Energy Solar S.A. Series 4 in USD at a fixed interest rate. Maturity 10-30-2027 |
3,353,010 |
|
— |
| Corporate Bond Petroquímica Comodoro Rivadavia Series R in USD. Maturity 10-22-2028 |
3,422,332 |
|
— |
| Corporate Bond Minera EXAR Series 1 in USD. Maturity 11-11-2027 |
2,873,434 |
|
— |
| Corporate Bond Empresa de Gas del Sur (EMGASUD) S.A. Series 39 in USD. Maturity 07-14-2028 |
2,804,442 |
|
— |
|
|
|
|
The hierarchy level of the instruments detailed above was compared with the previous year levels.
The transfer is due to the fact that the bonds were listed on the market the number of days necessary to be considered Level 1. As of December 31, 2024, there were no transfers from Level 2 to Level 1.
b.3) Valuation techniques for Levels 2 and 3
The valuation techniques used for Level 2 securities require observable market data: the spot discount curve in pesos, the spot discount curve in US dollars, the discount curves of corporate bonds in US dollars (one of the energy sector and the other of several industries), the discount curve of Dollar-linked corporate bonds, CER discount curve, the yield curve in pesos arising from A3. futures, the yield curve in pesos arising from futures traded by ICAP Broker, the Overnight Index Swap (OIS) international dollar curve, the yield curve in euros, Badlar rate, TAMAR rate, UVA index, CER index and the spot selling exchange rates published by Banco de la Nación Argentina (BNA) and the Communication “A” 3500 dollar. Below is a detail of valuation techniques for each financial product:
|
|
|
|
|
|
|
|
|
|
Banco BBVA Argentina S.A.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
|
|
Fixed Income
The determination of fair value prices set forth by the Bank for fixed income consists of considering reference market prices from A3, as the primary source and BYMA as the secondary source for quotes from the last business day at the end of the month. This criteria adjustment aims to ensure that the month-end amount reflects a valuation more accurately aligned with the market value.
The pricing process with these hierarchies is maintained over the last 10 business days, prioritizing the price from A3 and then the price from BYMA according to timeliness. For example, a quote in BYMA on T-1 is considered above a quote in A3 on T-2.
For Argentine Treasury bonds and bills, if the bonds have not traded for the last 10 business days in A3 or BYMA, fair value is determined by discounting cash flows using the pertinent discount curve.
Corporate Bonds in US dollars, if bonds have not traded for the last 10 business in A3 or BYMA, they are valued at the present value of the future cash flows with the discount curve that corresponds to the type of industry or sector. The same criteria applies to the case of Corporate Bonds that are Dollar Link, except that in this case the discount curve used is the dollar linked curve.
Swaps
For swaps, the theoretical valuation consists in discounting future cash flows using the interest rate, according to the curve estimated on the basis of fixed-rate peso-denominated bonds and bills issued by the Argentine Government and/or alternatively in case there are no bonds in pesos of some comparable issuer with a market price (Province of Buenos Aires or City of Buenos Aires Bonds).
Non-Deliverable Forwards (“NDFs”)
The fair value of NDFs consists of discounting the future cash flows to be exchanged pursuant to the contract, using a discount curve that will depend on the currency of each cash flow. The result is then calculated by subtracting the present values in pesos, estimating the value in pesos based on the applicable spot exchange rate, depending on whether the contract is local or offshore.
For local peso-dollar swap contracts, cash flows in pesos are discounted using the yield curve in pesos resulting from the prices of ROFEX futures and the U.S. dollar spot selling exchange rate published by Banco de la Nación Argentina (“BNA”). Cash flows in U.S. dollars are discounted using the Overnight Index Swap (OIS) international dollar yield curve. Then, the present value of cash flows in dollars is netted by converting such cash flows into pesos using the U.S. dollar spot selling exchange rate published by BNA.
For local peso-euro swap contracts, cash flows in pesos are discounted using the yield curve in pesos resulting from the prices of ROFEX futures and the U.S. dollar spot selling exchange rate published by BNA. Cash flows in euros are discounted using the yield curve in euros. Then, the present value of cash flows in euros is netted by converting such cash flows into pesos using the euro spot selling exchange rate published by BNA.
For offshore peso-dollar swap contracts, cash flows in pesos are discounted using the yield curve in pesos resulting from market quoted forward prices sourced from ICAP Broker. Cash flows in dollars are discounted using the OIS yield curve. Then, the present value of cash flows in dollars is netted by converting such cash flows into pesos using the Emerging Markets Traders Association (EMTA) U.S. dollar spot exchange rate.
The valuation techniques used for Level 3 financial assets require the use of variables that are not based on observable market inputs. Below is a detail of the valuation techniques used for each financial asset:
|
|
|
|
|
|
|
|
|
|
Banco BBVA Argentina S.A.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
|
|
Investments in Equity Instruments
Investments in equity instruments for which the Group has no control, joint control or a significant influence are measured at fair value through profit or loss and at fair value through other comprehensive income based on the latest information available of these companies.
Corporate Bonds
For corporate bonds (ONs) in pesos held in the portfolio and classified as Level 3, the valuation criteria is as follows:
Latest available market price (or the subscription price in the event the security has not traded in the market since its issuance date) adding the accrued interest to date. In cases where the security has gone ex-coupon, the “clean” price is calculated. In cases where principal amortization has occurred, such amortization is deducted and the “dirty” price is recalculated by accruing interest until the fiscal year-end. For this period, no corporate bonds were classified under this level.
|
|
|
|
|
|
|
|
|
|
Banco BBVA Argentina S.A.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
|
|
b.4) Reconciliation of opening and ending balances of Level 3 assets and liabilities at fair value
The following table shows a reconciliation between opening balances and final balances of Level 3 fair values as of December 31, 2025 and 2024:
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2025 |
|
December 31,
2024 |
| Balance at the beginning of the fiscal year |
8,576,511 |
|
|
19,314,068 |
|
| Private securities - Corporate bonds |
(2,787,594) |
|
|
(2,503,600) |
|
| Debt securities at fair value through profit or loss - Private securities - Corporate bonds |
— |
|
|
(656,042) |
|
|
|
|
|
|
|
|
|
| Equity instruments |
1,328,354 |
|
|
2,866,836 |
|
| Net monetary inflation adjustment |
(2,056,832) |
|
|
(10,444,751) |
|
| Balance at year-end |
5,060,439 |
|
|
8,576,511 |
|
c)Fair value of Assets and Liabilities not measured at fair value
Below is a description of methodologies and assumptions used to assess the fair value of the main financial instruments not measured at fair value, when the instrument does not have a quoted price in a known market.
•Assets and liabilities with fair value similar to their accounting balance
For financial assets and financial liabilities maturing in less than three months, it is considered that the accounting balance is similar to fair value.
•Fixed rate financial instruments
The fair value of financial assets was assessed by discounting future cash flows from market rates at each measurement date for financial instruments with similar characteristics, adding a liquidity premium (non-observable input) that expresses the added value or additional cost necessary to dispose of the asset.
•Variable rate financial instruments
For financial assets and financial liabilities accruing a variable rate, it is considered that the accounting balance is similar to the fair value.
The fair value hierarchy of assets and liabilities not measured at fair value as of December 31, 2025 is detailed below:
|
|
|
|
|
|
|
|
|
|
Banco BBVA Argentina S.A.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Book value |
|
Carrying amount presented as fair value |
|
Total fair value |
|
Level 2 Fair value |
|
Level 3 Fair value |
| Financial assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Cash and cash equivalents |
|
4,752,284,950 |
|
|
4,752,284,950 |
|
|
4,752,284,950 |
|
|
— |
|
|
— |
|
| Other financial assets |
|
727,280,010 |
|
|
727,280,010 |
|
|
727,280,010 |
|
|
— |
|
|
— |
|
| Debt securities |
|
583,277,961 |
|
|
— |
|
|
593,116,409 |
|
|
593,116,409 |
|
|
— |
|
| Loans and advances |
|
14,448,211,657 |
|
|
3,152,686 |
|
|
15,185,076,086 |
|
|
269,690,259 |
|
|
14,912,233,141 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Financial liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Deposits |
|
17,205,076,066 |
|
|
10,428,091,193 |
|
|
17,280,435,013 |
|
|
— |
|
|
6,852,343,820 |
|
| Repurchase agreements |
|
468,228,307 |
|
|
468,228,307 |
|
|
468,228,307 |
|
|
— |
|
|
— |
|
| Other financial liabilities |
|
1,775,679,896 |
|
|
1,775,679,896 |
|
|
1,775,679,896 |
|
|
— |
|
|
— |
|
| Bank loans |
|
826,663,992 |
|
|
— |
|
|
868,004,121 |
|
|
868,004,121 |
|
|
— |
|
| Debt securities issued |
|
615,321,191 |
|
|
— |
|
|
655,659,780 |
|
|
655,659,780 |
|
|
— |
|
The fair value hierarchy of assets and liabilities not measured at fair value as of December 31, 2024 is detailed below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Book value |
|
Carrying amount presented as fair value |
|
Total fair value |
|
Level 2 Fair value |
|
Level 3 Fair value |
| Financial assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Cash and cash equivalents |
|
3,714,135,212 |
|
|
3,714,135,212 |
|
|
3,714,135,212 |
|
|
— |
|
|
— |
|
| Other financial assets |
|
776,541,869 |
|
|
776,541,869 |
|
|
776,541,869 |
|
|
— |
|
|
— |
|
| Debt securities |
|
200,648,357 |
|
|
— |
|
|
211,282,379 |
|
|
211,282,379 |
|
|
— |
|
| Loans and advances |
|
9,916,843,857 |
|
|
1,269,080 |
|
|
10,417,817,161 |
|
|
91,383,844 |
|
|
10,325,164,237 |
|
|
|
|
|
|
|
|
|
|
|
|
| Financial liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Deposits |
|
13,062,299,276 |
|
|
8,825,094,041 |
|
|
13,130,190,643 |
|
|
— |
|
|
4,305,096,602 |
|
| Other financial liabilities |
|
1,572,445,423 |
|
|
1,572,445,423 |
|
|
— |
|
|
— |
|
|
— |
|
| Bank loans |
|
264,320,232 |
|
|
— |
|
|
261,734,995 |
|
|
261,734,995 |
|
|
— |
|
| Debt securities issued |
|
152,462,334 |
|
|
— |
|
|
154,281,336 |
|
|
154,281,336 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
Banco BBVA Argentina S.A.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
|
|
35. Segment reporting
Basis for segmentation
The Bank identified the operating segments based on the management information reviewed by the chief operating decision maker. As of December 31, 2025 and 2024, the Group has determined that it has only one reportable segment related to banking activities.
Most of the Group’s operations, property and customers are located in Argentina. No customer has generated 10% or more of the Group’s total income.
The following is relevant information on loans and deposits by business line as of December 31, 2025 and 2024:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Group (banking activity) (1) |
|
December 31,
2025 |
|
December 31,
2024 |
| Financial assets at amortized cost - Loans and advances |
|
14,448,211,657 |
|
|
9,916,843,857 |
|
| Corporate banking (2) |
|
2,558,562,401 |
|
|
1,663,867,627 |
|
| Small and medium companies (3) |
|
4,765,305,004 |
|
|
3,677,924,356 |
|
| Retail |
|
7,124,344,252 |
|
|
4,575,051,874 |
|
| Other assets |
|
10,960,179,651 |
|
|
9,446,889,213 |
|
| TOTAL ASSETS |
|
25,408,391,308 |
|
|
19,363,733,070 |
|
| Financial liabilities at amortized cost – Deposits |
|
17,205,076,066 |
|
|
13,062,299,276 |
|
| Corporate banking (2) (3) |
|
6,755,150,134 |
|
|
4,398,896,838 |
|
| Small and medium companies (2) (3) |
|
1,708,180,677 |
|
|
2,027,506,615 |
|
| Retail |
|
8,741,745,255 |
|
|
6,635,895,823 |
|
| Other liabilities |
|
4,659,961,369 |
|
|
2,860,363,758 |
|
| TOTAL LIABILITIES |
|
21,865,037,435 |
|
|
15,922,663,034 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)It includes BBVA Asset Management Argentina S.A.U. Sociedad Gerente de Fondos Comunes de Inversión, Consolidar A.F.J.P. (undergoing liquidation proceedings), PSA Finance Argentina Cía. Financiera S.A., FCA Compañía Financiera S.A. and Volkswagen Financial Services Compañía Financiera S.A.
(2)It includes the Financial Sector.
(3)It includes Government Sector.
The information in relation to the operating segment (Group banking activity) is the same as that set out in the Consolidated Statement of Profit or Loss, considering that it is the measure used by the Entity’s highest authority in making decisions about the allocation of resources and performance evaluation.
36. Related parties
a)Parent
The Bank’s direct controlling entity is Banco Bilbao Vizcaya Argentaria, S.A.
b)Key Management personnel
Key management personnel are those having the authority and responsibility for planning, managing and controlling the Bank’s activities, whether directly or indirectly.
Based on that definition, the Bank considers the members of the Board of Directors as key management personnel.
|
|
|
|
|
|
|
|
|
|
Banco BBVA Argentina S.A.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
|
|
b.1) Remuneration of key management personnel
The key personnel of the Board of Directors received the following compensations for the years ended December 31, 2025, 2024 and 2023:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2025 |
|
December 31,
2024 |
|
December 31,
2023 |
| Fees |
770,222 |
|
|
736,198 |
|
|
745,104 |
|
| Total |
770,222 |
|
|
736,198 |
|
|
745,104 |
|
b.2) Balances and results arising from transactions with key management personnel
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances as of |
|
December 31,
2025 |
|
December 31,
2024 |
| Loans |
|
|
|
| Overdrafts |
2 |
|
|
1 |
|
| Credit cards |
115,178 |
|
|
73,712 |
|
|
|
|
|
| Mortgage loans |
166,719 |
|
|
1,418 |
|
|
|
|
|
|
|
|
|
| Deposits |
1,208,093 |
|
|
170,042 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Results |
|
December 31,
2025 |
|
December 31,
2024 |
|
December 31,
2023 |
|
|
|
|
|
|
| Interest income |
70,432 |
|
192,342 |
|
238,790 |
| Interest expense |
(8,970) |
|
|
(23,706) |
|
|
(73,303) |
|
| Fee and commission income |
1,089 |
|
8,953 |
|
12,619 |
| Fee and commission expense |
(3,742) |
|
|
(2,115) |
|
|
(2,406) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Other operating income |
4,726 |
|
3,178 |
|
4,137 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Other operating expenses |
(32) |
|
|
— |
|
|
— |
|
Loans are granted on an arm’s length basis. All loans to key management personnel were classified as performing.
b.3) Balances and results arising from transactions with related parties (except key management personnel)
|
|
|
|
|
|
|
|
|
|
Banco BBVA Argentina S.A.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances as of |
| Parent |
|
December 31,
2025 |
|
December 31,
2024 |
| Assets |
|
|
|
|
| Cash and deposits in banks |
|
15,237,562 |
|
|
7,300,484 |
|
|
|
|
|
|
| Derivatives (Assets) |
|
295,845 |
|
|
— |
|
| Deposits as collateral |
|
467,013 |
|
|
— |
|
| Other financial assets |
|
54,046 |
|
|
116 |
|
| Liabilities |
|
|
|
|
| Other liabilities |
|
37,130,445 |
|
|
61,602,244 |
|
| Derivatives (Liabilities) |
|
— |
|
|
3,487 |
|
|
|
|
|
|
| Off-balance sheet transaction |
|
|
|
|
|
|
|
|
|
| Securities in custody (1) |
|
3,727,892,493 |
|
|
4,046,280,750 |
|
| Guarantees received |
|
110,402,676 |
|
|
158,879,499 |
|
| Guarantees granted (2) |
|
10,630,155 |
|
|
114,418,383 |
|
|
|
|
|
|
| Derivatives |
|
8,866,010 |
|
|
681,930 |
|
(1)These balances represent the shares in custody of Banco BBVA Argentina SA held by BBVA and BBV América.
(2)These balances represent commercial guarantees granted.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Results |
|
|
December 31,
2025 |
|
December 31,
2024 |
|
December 31,
2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Interest income |
|
10,833 |
|
|
— |
|
|
2,527 |
|
| Fee and commission income |
|
48,244 |
|
|
293,428 |
|
|
28,349 |
|
|
|
|
|
|
|
|
| Fee and commission expense |
|
— |
|
|
— |
|
|
(944,599) |
|
| (Losses) Gains on financial assets and liabilities at fair value through profit or loss, net |
|
(1) |
|
|
(3,470) |
|
|
(546,256) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Other operating income |
|
50,128 |
|
|
76,030 |
|
|
91,181 |
|
|
|
|
|
|
|
|
| Other administrative expenses |
|
(56,634,807) |
|
|
(37,265,512) |
|
|
(146,287,154) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Banco BBVA Argentina S.A.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Balances as of |
| Subsidiaries (1) |
|
December 31,
2025 |
|
December 31,
2024 |
| Assets |
|
|
|
|
|
|
|
|
|
| Loans and advances |
|
292,111,647 |
|
|
133,512,577 |
|
|
|
|
|
|
| Derivatives (Assets) |
|
76,325 |
|
|
— |
|
| Other debt securities |
|
654,930 |
|
|
— |
|
|
|
|
|
|
| Liabilities |
|
|
|
|
| Deposits |
|
75,657,673 |
|
|
47,029,465 |
|
| Other liabilities |
|
6,642,821 |
|
|
2,209,923 |
|
|
|
|
|
|
| Debt securities issued |
|
150,228 |
|
|
— |
|
| Off-balance sheet transaction |
|
|
|
|
|
|
|
|
|
| Interest rate swaps |
|
4,111,111 |
|
|
— |
|
| Securities in custody |
|
2,138,644 |
|
|
1,363,221 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Results |
|
|
December 31,
2025 |
|
December 31,
2024 |
|
December 31,
2023 |
|
|
|
|
|
|
|
| Interest income |
|
82,405,149 |
|
|
59,609,456 |
|
|
79,119,558 |
|
| Fee and commission income |
|
(988,240) |
|
|
(4,139,600) |
|
|
(10,311,764) |
|
| Interest expense |
|
80,907 |
|
|
124,501 |
|
|
120,715 |
|
| Fee and commission expense |
|
(13,501,898) |
|
|
(8,613,543) |
|
|
(10,130,619) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Exchange differences, net |
|
2,166 |
|
|
3,119 |
|
|
77 |
|
| Other operating income (2) |
|
5,447,576 |
|
|
4,010,423 |
|
|
4,632,774 |
|
|
|
|
|
|
|
|
| Other administrative expenses |
|
(1,589,081) |
|
|
(730,310) |
|
|
(2,712,062) |
|
| Other operating expenses |
|
(78) |
|
|
(546) |
|
|
— |
|
(1)The transactions between BBVA and its subsidiaries included in the preceding table were eliminated for the purposes of consolidation in the Consolidated Financial Statements as of December 31, 2025 and 2024, respectively.
(2)Operating leases.
Transactions have been agreed upon on an arm’s length basis. All loans to related parties were classified as performing.
|
|
|
|
|
|
|
|
|
|
Banco BBVA Argentina S.A.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Balances as of |
| Associates / Joint Ventures |
|
December 31,
2025 |
|
December 31,
2024 |
| Assets |
|
|
|
|
| Cash and deposits in banks |
|
7,053 |
|
|
— |
|
| Loans and advances |
|
62,787,740 |
|
|
20,247,669 |
|
|
|
|
|
|
| Derivatives (Assets) |
|
642,156 |
|
|
780,465 |
|
| Other financial assets |
|
5,833,987 |
|
|
3,892,838 |
|
| Liabilities |
|
|
|
|
| Deposits |
|
9,946,878 |
|
|
5,145,737 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Off-balance sheet transaction |
|
|
|
|
|
|
|
|
|
| Interest rate swaps |
|
14,000,000 |
|
|
— |
|
| Securities in custody |
|
37,726,945 |
|
|
28,582,767 |
|
| Guarantees received |
|
237,259 |
|
|
220,810 |
|
| Sureties granted |
|
237,259 |
|
|
220,810 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Results |
|
|
December 31,
2025 |
|
December 31,
2024 |
|
December 31,
2023 |
|
|
|
|
|
|
|
| Interest income |
|
23,601,831 |
|
|
11,316,766 |
|
|
10,138,729 |
|
| Fee and commission income |
|
(1,147,839) |
|
|
(250,967) |
|
|
(3,926,521) |
|
| Interest expense |
|
28,403,281 |
|
|
19,634,954 |
|
|
13,438,450 |
|
| Fee and commission expense |
|
(29,327) |
|
|
(24,872) |
|
|
(65,469) |
|
| (Losses) Gains on financial assets and liabilities at fair value through profit or loss, net |
|
87,581 |
|
|
1,359,203 |
|
|
433,209 |
|
|
|
|
|
|
|
|
| Exchange differences, net |
|
86,892 |
|
|
27,905 |
|
|
3,707 |
|
| Other operating income (2) |
|
3,248,450 |
|
|
2,529,056 |
|
|
2,950,710 |
|
|
|
|
|
|
|
|
| Other administrative expenses |
|
— |
|
|
(208,676) |
|
|
(185,702) |
|
| Other operating expenses |
|
(1,172) |
|
|
— |
|
|
— |
|
(1)Operating leases.
(2)These balances represent commercial guarantees granted.
Transactions have been agreed upon on an arm’s length basis. All loans to related parties were classified as performing.
37. Leases
The Group as lessee
The Group leases branches under lease contracts. Leases are typically for a term of 5 years, with the option to renew after that date. Payments for leases are increased annually to reflect the market conditions.
|
|
|
|
|
|
|
|
|
|
Banco BBVA Argentina S.A.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
|
|
Below are the minimum future payments of leases under lease contracts not subject to cancellation as of December 31, 2025 and 2024:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Leases in U.S. dollars |
|
Leases in local currency |
|
Total as of
December 31,
2025 |
|
Total as of
December 31,
2024 |
| Up to 1 year |
2,878,760 |
|
|
497,134 |
|
|
3,375,894 |
|
|
1,482,335 |
|
| From 1 to 5 years |
26,590,697 |
|
|
6,557,864 |
|
|
33,148,561 |
|
|
28,848,350 |
|
| More than 5 years |
14,973,281 |
|
|
— |
|
|
14,973,281 |
|
|
12,289,277 |
|
| TOTAL |
|
|
|
|
51,497,736 |
|
|
42,619,962 |
|
The interest on liabilities from finance lease as of December 31, 2025 and 2024, amounts to 5,009,579 and 5,394,272, respectively. The exchange rate loss difference recognized in profit or loss as of December 31, 2025 and 2024, amounts to 13,144,431 and 9,683,558, respectively.
38. Investment Portfolio - Government and Corporate Securities
The Group owns, manages and trades a portfolio of securities issued by the Argentine and other governments and corporate issuers. The following table sets out the Group’s investments in Argentine and other governments and corporate securities as of December 31, 2025 and 2024 by type and currency of denomination.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Account |
|
|
|
|
Fair |
|
Book |
|
Book |
|
|
|
|
value |
|
Value |
|
Value |
|
|
|
|
level |
|
12.31.2025 |
|
12.31.2024 |
|
|
|
|
|
|
|
|
|
|
| DEBT SECURITIES AT FAIR VALUE THROUGH PROFIT OR LOSS |
|
|
|
|
|
|
|
|
|
| Local: |
|
|
|
|
|
|
|
|
|
| Government Securities - In pesos |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Argentine Treasury Bond Capitalizable. Maturity 02-13-2026 |
|
|
|
|
1 |
|
81,391,861 |
|
|
8,775,833 |
|
| Argentine Treasury Bond Capitalizable. Maturity 01-30-2026 |
|
|
|
|
1 |
|
69,765,920 |
|
|
— |
|
| Argentine Treasury Bills Capitalizable in Pesos. Maturity 11-30-2026 |
|
|
|
|
2 |
|
32,016,031 |
|
|
— |
|
| Argentine Treasury Bills Capitalizable in Pesos. Maturity 05-29-2026 |
|
|
|
|
1 |
|
27,486,650 |
|
|
— |
|
| Treasury Bonds in pesos adjusted by Cer. Maturity 03-31-2026 |
|
|
|
|
1 |
|
23,877,555 |
|
|
15,467,671 |
|
| Argentine Treasury Bills Capitalizable in Pesos. Maturity 04-30-2026 |
|
|
|
|
1 |
|
16,111,694 |
|
|
— |
|
| Argentine Treasury Bills Capitalizable in Pesos. Maturity 04-17-2026 |
|
|
|
|
1 |
|
11,851,905 |
|
|
— |
|
| Argentine Treasury Bills Capitalizable in Pesos. Maturity 02-27-2026 |
|
|
|
|
1 |
|
9,220,113 |
|
|
— |
|
| Argentine Treasury Bills Capitalizable in Pesos. Maturity 11-30-2026 |
|
|
|
|
2 |
|
9,152,759 |
|
|
— |
|
| Argentine Treasury Bills Capitalizable in Pesos. Maturity 05-29-2026 |
|
|
|
|
1 |
|
8,901,455 |
|
|
— |
|
Treasury Bonds in pesos adjusted by Cer 2%. Maturity 11-09-2026 |
|
|
|
|
1 |
|
3,733,466 |
|
|
— |
|
| Argentine Treasury Bills Capitalizable in Pesos. Maturity 08-31-2026 |
|
|
|
|
1 |
|
2,250,170 |
|
|
— |
|
| Argentine Treasury Bill Capitalizable in Pesos at TAMAR rate. Maturity 08-31-2026 |
|
|
|
|
1 |
|
1,065,138 |
|
|
— |
|
Treasury Bonds in pesos adjusted by Cer 0%. Maturity 12-15-2026 |
|
|
|
|
1 |
|
1,003,704 |
|
|
— |
|
| Argentine Treasury Bond in pesos at Dual rate. Maturity 03-16-2026 |
|
|
|
|
1 |
|
667,639 |
|
|
— |
|
| Argentine Treasury Bond in Pesos adjusted by CER. Maturity 06-30-2026 |
|
|
|
|
1 |
|
127,211 |
|
|
— |
|
| Argentine Treasury Bills Capitalizable in Pesos. Maturity 05-16-2025 |
|
|
|
|
1 |
|
— |
|
|
60,015,466 |
|
Treasury Bonds in pesos adjusted by Cer 0%. Maturity 12-15-2025 |
|
|
|
|
2 |
|
— |
|
|
9,754,242 |
|
| Argentine Treasury Bills Capitalizable in Pesos. Maturity 02-28-2025 |
|
|
|
|
1 |
|
— |
|
|
5,173,715 |
|
| Argentine Treasury Bills Capitalizable in Pesos. Maturity 04-28-2025 |
|
|
|
|
1 |
|
— |
|
|
4,229,970 |
|
| Argentine Treasury Bills Capitalizable in Pesos. Maturity 08-15-2025 |
|
|
|
|
1 |
|
— |
|
|
2,882,428 |
|
| Argentine Treasury Bills Capitalizable in Pesos. Maturity 01-17-2025 |
|
|
|
|
2 |
|
— |
|
|
2,691,922 |
|
| Argentine Treasury Bills Capitalizable in Pesos. Maturity 05-30-2025 |
|
|
|
|
1 |
|
— |
|
|
2,659,104 |
|
| Argentine Treasury Bills Capitalizable in Pesos. Maturity 01-31-2025 |
|
|
|
|
1 |
|
— |
|
|
2,526,054 |
|
Argentine Treasury Bond in Pesos adjusted by CER 4.25%. Maturity 02-14-2025 |
|
|
|
|
1 |
|
— |
|
|
2,382,044 |
|
| Argentine Treasury Bills Capitalizable in Pesos. Maturity 04-16-2025 |
|
|
|
|
1 |
|
— |
|
|
1,574,020 |
|
| Treasury Bill Capitalizable in Pesos. Maturity 08-29-2025 |
|
|
|
|
1 |
|
— |
|
|
1,344,596 |
|
| Argentine Treasury Bills Capitalizable in Pesos. Maturity 03-14-2025 |
|
|
|
|
1 |
|
— |
|
|
591,349 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Treasury Bonds in pesos adjusted by Cer 0%. Maturity 10-31-2025 |
|
|
|
|
1 |
|
— |
|
|
274,328 |
|
| Argentine Treasury Bills Capitalizable in Pesos. Maturity 06-30-2025 |
|
|
|
|
1 |
|
— |
|
|
186,800 |
|
| Argentine Treasury Bills Capitalizable in Pesos. Maturity 02-14-2025 |
|
|
|
|
1 |
|
— |
|
|
104,601 |
|
| Argentine Treasury Bills Capitalizable in Pesos. Maturity 03-31-2025 |
|
|
|
|
1 |
|
— |
|
|
36,143 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Subtotal Government Securities - In pesos |
|
|
|
|
|
|
298,623,271 |
|
|
120,670,286 |
|
|
|
|
|
|
|
|
|
|
|
| Government Securities - In foreign currency |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Argentine Treasury Bills in USD Zero Coupon. Maturity 01-30-2026 |
|
|
|
|
2 |
|
14,434,761 |
|
|
— |
|
| Argentine Treasury Bills in USD Zero Coupon. Maturity 01-16-2026 |
|
|
|
|
1 |
|
122,660 |
|
|
— |
|
| AL30 Bond Local Law USD Step Up. Maturity 07-09-2030 |
|
|
|
|
1 |
|
1,796,177 |
|
|
87,110 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
|
|
|
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|
|
|
|
|
|
|
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|
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|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Banco BBVA Argentina S.A.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Account |
|
|
|
|
Fair |
|
Book |
|
Book |
|
|
|
|
value |
|
Value |
|
Value |
|
|
|
|
level |
|
12.31.2025 |
|
12.31.2024 |
|
|
|
|
|
|
|
|
|
|
| Subtotal Government Securities - In foreign currency |
|
|
|
|
|
|
16,353,598 |
|
|
87,110 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Private Securities - In pesos |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Corporate Bond Arcor Series 3 in Pesos Uva. Maturity 12-15-2026 |
|
|
|
|
2 |
|
314,022 |
|
|
— |
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Subtotal Private Securities - In Pesos |
|
|
|
|
|
|
314,022 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
| Private Securities - In foreign currency |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Corporate Bond CNH Industrial Capital Argentina Series 10 in USD. Maturity 06-03-2028 |
|
|
|
|
2 |
|
176,881 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Subtotal Private Securities - In foreign currency |
|
|
|
|
|
|
176,881 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
| TOTAL DEBT SECURITIES AT FAIR VALUE THROUGH PROFIT OR LOSS |
|
|
|
|
|
|
315,467,772 |
|
|
120,757,396 |
|
|
|
|
|
|
|
|
|
|
|
| EQUITY INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Local: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Private Securities - In pesos |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Acción BYMA- Bolsas y Mercados Argentina |
|
|
|
|
1 |
|
7,477,421 |
|
|
7,975,690 |
|
| Acción Banco de Valores de Bs. As. |
|
|
|
|
1 |
|
2,582,396 |
|
|
2,752,230 |
|
| Mutual Funds |
|
|
|
|
1 |
|
1,734,669 |
|
|
985,529 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Subtotal Private Securities - In pesos |
|
|
|
|
|
|
11,794,486 |
|
|
11,713,449 |
|
|
|
|
|
|
|
|
|
|
|
| TOTAL EQUITY INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS |
|
|
|
|
|
|
11,794,486 |
|
|
11,713,449 |
|
|
|
|
|
|
|
|
|
|
|
| DEBT SECURITIES AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Local: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Government Securities - In pesos |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Treasury Bonds in pesos adjusted by Cer. Maturity 03-31-2026 (1) |
|
|
|
|
1 |
|
429,459,063 |
|
|
519,491,185 |
|
| Argentine Treasury Bill Capitalizable in Pesos at TAMAR rate. Maturity 04-30-2026 (1) |
|
|
|
|
2 |
|
336,456,250 |
|
|
— |
|
| Argentine Treasury Bond in pesos at Dual rate. Maturity 03-16-2026 (1) |
|
|
|
|
1 |
|
289,826,625 |
|
|
— |
|
| Argentine Treasury Bond in pesos at Dual rate. Maturity 09-15-2026 (1) |
|
|
|
|
1 |
|
275,420,451 |
|
|
— |
|
| Argentine Treasury Bond in pesos at Dual rate. Maturity 12-15-2026 (1) |
|
|
|
|
1 |
|
264,524,334 |
|
|
— |
|
| Argentine Treasury Bond in pesos at Dual rate. Maturity 06-30-2026 (1) |
|
|
|
|
1 |
|
196,198,742 |
|
|
— |
|
Treasury Bonds in pesos adjusted by Cer 0%. Maturity 12-15-2026 (1) |
|
|
|
|
1 |
|
157,628,777 |
|
|
188,289,723 |
|
| Argentine Treasury Bills Capitalizable in Pesos. Maturity 04-30-2026 (1) |
|
|
|
|
1 |
|
129,257,280 |
|
|
— |
|
| Treasury Bonds in pesos adjusted by Cer. Maturity 10-30-2026 (1) |
|
|
|
|
1 |
|
124,470,583 |
|
|
— |
|
| Argentine Treasury Bill Capitalizable in Pesos at TAMAR rate. Maturity 08-31-2026 (1) |
|
|
|
|
1 |
|
103,726,080 |
|
|
— |
|
| Argentine Treasury Bill Capitalizable in Pesos. Maturity 04-17-2026 (1) |
|
|
|
|
1 |
|
50,054,500 |
|
|
— |
|
| Argentine Treasury Bond in Pesos adjusted by CER. Maturity 06-30-2026 (1) |
|
|
|
|
1 |
|
27,938,068 |
|
|
34,793,813 |
|
Treasury Bonds in pesos adjusted by Cer 0%. Maturity 03-31-2027 |
|
|
|
|
1 |
|
16,117,673 |
|
|
— |
|
| Argentine Treasury Bond in Pesos at Fixed Rate. Maturity 05-30-2030 |
|
|
|
|
1 |
|
6,892,784 |
|
|
— |
|
Treasury Bonds in pesos adjusted by Cer 0%. Maturity 12-15-2027 |
|
|
|
|
1 |
|
4,215,656 |
|
|
— |
|
Treasury Bonds in pesos adjusted by Cer 0%. Maturity 12-15-2025 |
|
|
|
|
1 |
|
— |
|
|
323,029,081 |
|
| Argentine Treasury Bond Capitalizable in Pesos. Maturity 12-15-2025 |
|
|
|
|
1 |
|
— |
|
|
173,314,556 |
|
Treasury Bonds in pesos adjusted by Cer 2%. Maturity 11-09-2026 |
|
|
|
|
1 |
|
— |
|
|
8,127,032 |
|
| Argentine Treasury Bills Capitalizable in Pesos. Maturity 02-28-2025 |
|
|
|
|
1 |
|
— |
|
|
326,351,856 |
|
| Argentine Treasury Bills Capitalizable in Pesos. Maturity 03-31-2025 |
|
|
|
|
1 |
|
— |
|
|
323,744,254 |
|
| Argentine Treasury Bills Capitalizable in Pesos. Maturity 01-31-2025 |
|
|
|
|
1 |
|
— |
|
|
1,103,688 |
|
| Argentine Treasury Bills Capitalizable in Pesos. Maturity 06-18-2025 |
|
|
|
|
1 |
|
— |
|
|
84,059,204 |
|
| Treasury Bill Capitalizable in Pesos. Maturity 08-29-2025 |
|
|
|
|
1 |
|
— |
|
|
42,851,777 |
|
| Argentine Treasury Bills Capitalizable in Pesos. Maturity 06-30-2025 |
|
|
|
|
1 |
|
— |
|
|
41,470,523 |
|
| Argentine Treasury Bills Capitalizable in Pesos. Maturity 03-14-2025 |
|
|
|
|
1 |
|
— |
|
|
46,489,081 |
|
| Argentine Treasury Bills Capitalizable in Pesos. Maturity 02-14-2025 |
|
|
|
|
1 |
|
— |
|
|
76,396,530 |
|
| Argentine Treasury Bills Capitalizable in Pesos. Maturity 09-12-2025 |
|
|
|
|
1 |
|
— |
|
|
42,851,777 |
|
| Argentine Treasury Bills Capitalizable in Pesos. Maturity 05-30-2025 |
|
|
|
|
1 |
|
— |
|
|
39,316,423 |
|
| Argentine Treasury Bills Capitalizable in Pesos. Maturity 09-30-2025 |
|
|
|
|
1 |
|
— |
|
|
84,881,379 |
|
Treasury Bonds in pesos adjusted by Cer 4.25%. Maturity 02-14-2025 |
|
|
|
|
1 |
|
— |
|
|
24,574,583 |
|
Treasury Bonds in pesos adjusted by Cer 0%. Maturity 06-30-2025 |
|
|
|
|
1 |
|
— |
|
|
7,912,615 |
|
| Argentine Treasury Bond Capitalizable in Pesos. Maturity 10-17-2025 |
|
|
|
|
1 |
|
— |
|
|
168,668,279 |
|
| Argentine Treasury Bills Capitalizable in Pesos. Maturity 04-16-2025 |
|
|
|
|
1 |
|
— |
|
|
213,454,174 |
|
| Argentine Treasury Bills Capitalizable in Pesos. Maturity 07-31-2025 |
|
|
|
|
1 |
|
— |
|
|
204,481,254 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Subtotal Government Securities - In pesos |
|
|
|
|
|
|
2,412,186,866 |
|
|
2,975,652,787 |
|
|
|
|
|
|
|
|
|
|
|
| Government Securities - In foreign currency |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Argentine Treasury Bills in USD Zero Coupon. Maturity 01-16-2026 |
|
|
|
|
1 |
|
4,735,799 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Banco BBVA Argentina S.A.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Account |
|
|
|
|
Fair |
|
Book |
|
Book |
|
|
|
|
value |
|
Value |
|
Value |
|
|
|
|
level |
|
12.31.2025 |
|
12.31.2024 |
|
|
|
|
|
|
|
|
|
|
| Subtotal Government Securities - In foreign currency |
|
|
|
|
|
|
4,735,799 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| BCRA Notes - In foreign currency |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Bonds for the Reconstruction of a Free Argentina - CLASS 1 - Maturity 10-31-2027 (Series C) |
|
|
|
|
2 |
|
— |
|
|
14,444,664 |
|
| Bonds for the Reconstruction of a Free Argentina - CLASS 1 - Maturity 10-31-2027 (Series D) |
|
|
|
|
2 |
|
— |
|
|
14,168,958 |
|
| Bonds for the Reconstruction of a Free Argentina - CLASS 1 - Maturity 10-31-2027 (Series A) |
|
|
|
|
2 |
|
— |
|
|
10,360,418 |
|
| Bonds for the Reconstruction of a Free Argentina - CLASS 1 - Maturity 10-31-2027 (Series B) |
|
|
|
|
2 |
|
— |
|
|
9,828,855 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
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|
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|
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|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Subtotal BCRA Notes - In foreign currency |
|
|
|
|
|
|
— |
|
|
48,802,895 |
|
|
|
|
|
|
|
|
|
|
|
| Private Securities - In pesos |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Corporate Bond Mercado Pago Series 1 in Pesos at TAMAR floating rate. Maturity 07-18-2026 |
|
|
|
|
1 |
|
6,330,000 |
|
|
— |
|
| Corporate Bond Fiat Compañía Financiera Series 20 in Pesos. Maturity 03-01-2026 |
|
|
|
|
2 |
|
— |
|
|
2,661,430 |
|
| Corporate Bond New San S.A. in Pesos Series 20 Private BADLAR. Maturity 02-01-2025 |
|
|
|
|
3 |
|
— |
|
|
357,686 |
|
| Corporate Bond Bco. de Serv. Financieros Cl. 24 in Pesos at Floating Rate. Maturity 02-02-2025 |
|
|
|
|
3 |
|
— |
|
|
280,422 |
|
| Corporate Bond New San S.A. in Pesos Series 21 Private BADLAR. Maturity 05-09-2025 |
|
|
|
|
3 |
|
— |
|
|
225,068 |
|
| Corporate Bond Refi Pampa Series 2 in Pesos Uva. Maturity 05-06-2025 |
|
|
|
|
3 |
|
— |
|
|
142,420 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Subtotal Private Securities - In pesos |
|
|
|
|
|
|
6,330,000 |
|
|
3,667,026 |
|
|
|
|
|
|
|
|
|
|
|
| Private Securities - In foreign currency |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Corporate Bond CNH Industrial Capital Argentina. Series 10 in USD. Maturity 06-03-2028 |
|
|
|
|
2 |
|
4,422,034 |
|
|
— |
|
| Corporate Bond Luz De Tres Picos 4 in USD. Maturity 09-29-2026 |
|
|
|
|
2 |
|
4,408,514 |
|
|
3,793,350 |
|
| Corporate Bond Empresa de Gas del Sur (EMGASUD) S.A. Series 48 in USD. Maturity 03-05-2028 |
|
|
|
|
2 |
|
3,646,717 |
|
|
— |
|
| Corporate Bond Petroquímica Comodoro Rivadavia Series R in USD. Maturity 10-22-2028 |
|
|
|
|
1 |
|
3,422,332 |
|
|
3,353,679 |
|
| Corporate Bond 360 Energy Solar S.A. Series 4 in USD at a fixed interest rate. Maturity 10-30-2027 |
|
|
|
|
1 |
|
3,353,010 |
|
|
3,509,309 |
|
| Corporate Bond Minera EXAR Series 1 in USD. Maturity 11-11-2027 |
|
|
|
|
1 |
|
2,873,434 |
|
|
2,785,942 |
|
| Corporate Bond Empresa de Gas del Sur (EMGASUD) S.A. Series 39 in USD. Maturity 07-14-2028 |
|
|
|
|
1 |
|
2,804,442 |
|
|
2,708,048 |
|
| Corporate Bond CAPEX S.A. Series 10 in USD. Maturity 07-05-2027 |
|
|
|
|
2 |
|
2,569,880 |
|
|
2,169,543 |
|
| Corporate Bond CAPEX S.A. Series 11 in USD. Maturity 06-17-2028 |
|
|
|
|
2 |
|
2,156,288 |
|
|
— |
|
| Corporate Bond YPF S.A. Series 35 in USD at fixed rate. Maturity 02-27-2027 |
|
|
|
|
1 |
|
1,762,683 |
|
|
— |
|
| Corporate Bond Petroquímica Comodoro Rivadavia Series O in USD. Maturity 09-22-2027 |
|
|
|
|
2 |
|
1,559,462 |
|
|
1,330,384 |
|
| Corporate Bond Petroquímica Comodoro Rivadavia S.A. Series T in USD. Maturity 07-21-2028 |
|
|
|
|
2 |
|
1,492,983 |
|
|
— |
|
| Corporate Bond John Deere Credit Cia Financiera S.A. Series X in USD. Maturity 03-08-2026 |
|
|
|
|
2 |
|
1,475,644 |
|
|
1,338,504 |
|
| Corporate Bond Ledesma Series 15 in USD at fixed rate. Maturity 10-04-2027 |
|
|
|
|
1 |
|
424,690 |
|
|
— |
|
| Corporate Bond Vista Energy Series 23 in USD. Maturity 03-06-2027 |
|
|
|
|
2 |
|
— |
|
|
5,504,060 |
|
| Corporate Bond Tecpetrol S.A. Series 7 in USD. Maturity 04-22-2026 |
|
|
|
|
2 |
|
— |
|
|
4,102,026 |
|
| Corporate Bond YPF Series 32 in USD. Maturity 10-10-2028 |
|
|
|
|
2 |
|
— |
|
|
4,005,883 |
|
| Corporate Bond YPF Series 29 in USD. Maturity 05-28-2026 |
|
|
|
|
2 |
|
— |
|
|
2,730,248 |
|
| Corporate Bond Empresa de Gas del Sur (EMGASUD) S.A. Series 39 in USD. Maturity 03-08-2027 |
|
|
|
|
2 |
|
— |
|
|
2,695,844 |
|
| Corporate Bond Vista Energy Series 20 in USD. Maturity 07-20-2025 |
|
|
|
|
2 |
|
— |
|
|
2,291,942 |
|
| Corporate Bond YPF Series 33 in USC. Maturity 10-10-2028 |
|
|
|
|
2 |
|
— |
|
|
2,034,896 |
|
| Corporate Bond Pampa Energia S.A. Series 20 in USC. Maturity 03-26-2026 |
|
|
|
|
2 |
|
— |
|
|
1,381,837 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Subtotal Private Securities - In foreign currency |
|
|
|
|
|
|
36,372,113 |
|
|
45,735,495 |
|
|
|
|
|
|
|
|
|
|
|
| Financial assets pledged as collateral - In pesos |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Argentine Treasury Bond in pesos at Dual rate. Maturity 12-15-2026 |
|
|
|
|
1 |
|
73,863,350 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Treasury Bonds in pesos adjusted by Cer 0%. Maturity 12-15-2027 |
|
|
|
|
1 |
|
17,017,384 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Argentine Treasury Bond in Pesos adjusted by CER. Maturity 06-30-2026 |
|
|
|
|
1 |
|
5,908,080 |
|
|
— |
|
| Argentine Treasury Bond in pesos at Dual rate. Maturity 06-30-2026 |
|
|
|
|
1 |
|
61,348 |
|
|
— |
|
Treasury Bonds in pesos adjusted by 4.25% CER. Maturity 02-14-2025 |
|
|
|
|
1 |
|
— |
|
|
90,971,371 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Argentine Bond adjusted by 2% CER in pesos Tx26 (Boncer). Maturity 11-9-2026 |
|
|
|
|
1 |
|
— |
|
|
67,766,452 |
|
Treasury Bonds in pesos adjusted by Cer 0% . Maturity 12-15-2025 |
|
|
|
|
1 |
|
— |
|
|
5,697,675 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Subtotal Financial assets pledged as collateral - In pesos |
|
|
|
|
|
|
96,850,162 |
|
|
164,435,498 |
|
|
|
|
|
|
|
|
|
|
|
| Financial assets pledged as collateral - In foreign currency |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Bonds for the Reconstruction of a Free Argentina - CLASS 1 - Maturity 10-31-2027 (Series D) |
|
|
|
|
1 |
|
15,414,967 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
Banco BBVA Argentina S.A.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Account |
|
|
|
|
Fair |
|
Book |
|
Book |
|
|
|
|
value |
|
Value |
|
Value |
|
|
|
|
level |
|
12.31.2025 |
|
12.31.2024 |
|
|
|
|
|
|
|
|
|
|
| Bonds for the Reconstruction of a Free Argentina - CLASS 1 - Maturity 10-31-2027 (Series C) |
|
|
|
|
1 |
|
15,404,922 |
|
|
— |
|
| Bonds for the Reconstruction of a Free Argentina - CLASS 1 - Maturity 10-31-2027 (Series B) |
|
|
|
|
1 |
|
2,940,000 |
|
|
— |
|
| Bonds for the Reconstruction of a Free Argentina - CLASS 1 - Maturity 10-31-2027 (Series B) |
|
|
|
|
1 |
|
1,513,314 |
|
|
— |
|
| Corporate Bond YPF S.A. Series 35 in USD at fixed rate. Maturity 02-27-2027 |
|
|
|
|
1 |
|
440,671 |
|
|
— |
|
| Argentine Treasury Bills in USD Zero Coupon. Maturity 01-16-2026 |
|
|
|
|
1 |
|
158,496 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Subtotal Financial assets pledged as collateral - In foreign currency |
|
|
|
|
|
|
35,872,370 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
| Government securities pledged as collateral - In pesos |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Treasury Bonds in pesos adjusted by Cer. Maturity 03-31-2026 |
|
|
|
|
|
|
144,240,244 |
|
|
— |
|
| Argentine Treasury Bond in pesos at Dual rate. Maturity 06-30-2026 |
|
|
|
|
|
|
115,233,574 |
|
|
— |
|
Treasury Bonds in pesos adjusted by Cer 0%. Maturity 12-15-2027 |
|
|
|
|
|
|
79,964,631 |
|
|
— |
|
Treasury Bonds in pesos adjusted by Cer 0%. Maturity 12-15-2026 |
|
|
|
|
|
|
51,671,025 |
|
|
— |
|
Treasury Bonds in pesos adjusted by Cer 0%. Maturity 03-31-2027 |
|
|
|
|
|
|
39,604,500 |
|
|
— |
|
| Argentine Treasury Bond in pesos at Dual rate. Maturity 12-15-2026 |
|
|
|
|
|
|
35,528,943 |
|
|
— |
|
| Argentine Treasury Bond in pesos at Dual rate. Maturity 09-15-2026 |
|
|
|
|
|
|
19,205,500 |
|
|
— |
|
| Argentine Treasury Bond in Pesos adjusted by CER. Maturity 06-30-2026 |
|
|
|
|
|
|
6,443,920 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Subtotal Government securities pledged as collateral - In pesos |
|
|
|
|
|
|
491,892,337 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
| TOTAL DEBT SECURITIES AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME |
|
|
|
|
|
|
3,084,239,647 |
|
|
3,238,293,701 |
|
|
|
|
|
|
|
|
|
|
|
| EQUITY INSTRUMENTS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Local: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Private Securities - In pesos |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Compensadora Electrónica S.A. |
|
|
|
|
3 |
|
4,687,121 |
|
|
3,205,818 |
|
| Mercado Abierto Electrónico S.A. |
|
|
|
|
3 |
|
4,294,797 |
|
|
1,330,984 |
|
| Seguro de Depósitos S.A. |
|
|
|
|
3 |
|
361,110 |
|
|
352,904 |
|
| Other |
|
|
|
|
3 |
|
12,208 |
|
|
19,779 |
|
|
|
|
|
|
|
|
|
|
|
| Subtotal Private Securities - In pesos |
|
|
|
|
|
|
9,355,236 |
|
|
4,909,485 |
|
|
|
|
|
|
|
|
|
|
|
| Foreign: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Private Securities - In foreign currency |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Banco Latinoamericano de Exportaciones S.A. |
|
|
|
|
2 |
|
1,310,020 |
|
|
968,160 |
|
| Other |
|
|
|
|
2 |
|
64,275 |
|
|
45,402 |
|
|
|
|
|
|
|
|
|
|
|
| Subtotal Private Securities - In foreign currency |
|
|
|
|
|
|
1,374,295 |
|
|
1,013,562 |
|
|
|
|
|
|
|
|
|
|
|
| TOTAL EQUITY INSTRUMENTS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME |
|
|
|
|
|
|
10,729,531 |
|
|
5,923,047 |
|
|
|
|
|
|
|
|
|
|
|
| DEBT SECURITIES AT AMORTIZED COST |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Government Securities - In pesos |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Argentine Treasury Bill Capitalizable in Pesos at TAMAR rate. Maturity 01-16-2026 (1) |
|
|
|
|
2 |
|
561,135,419 |
|
|
— |
|
| Argentine Treasury Bonds in Pesos. Maturity 05-23-2027 (1) |
|
|
|
|
2 |
|
15,954,621 |
|
|
31,623,614 |
|
Argentine Treasury Bonds in pesos at 0.70% Badlar Private Rate. Maturity 11-23-2027 (1) |
|
|
|
|
2 |
|
6,888,116 |
|
|
13,644,707 |
|
| Argentine Treasury Bonds in Pesos. Maturity 08-23-2025 |
|
|
|
|
2 |
|
— |
|
|
165,082,677 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Subtotal Government Securities - In pesos |
|
|
|
|
|
|
583,978,156 |
|
|
210,350,998 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Allowances for credit losses |
|
|
|
|
|
|
(700,195) |
|
|
(9,702,641) |
|
|
|
|
|
|
|
|
|
|
|
| TOTAL DEBT SECURITIES AT AMORTIZED COST |
|
|
|
|
|
|
583,277,961 |
|
|
200,648,357 |
|
(1) Correspond to securities computed for minimum cash as of December 31, 2025, Note 42.a)
|
|
|
|
|
|
|
|
|
|
Banco BBVA Argentina S.A.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
|
|
39. Restrictions to the distribution of earnings
a)In accordance with the regulations of the BCRA, 20% of the income for the year plus/less adjustments of prior years’ results, transfers from other comprehensive income to unappropriated retained earnings and less the accumulated loss at the end of the previous year, if any, must be allocated to the legal reserve. Consequently, the next Shareholders’ Meeting must apply 49,998,273 of Retained Earnings to increase the balance of such reserve.
b)The mechanism to be followed by financial institutions to assess distributable balances is defined by the BCRA by means of the regulations in force on “Distribution of earnings” provided that certain situations are not verified, namely: to receive financial assistance from such entity due to illiquidity, shortfalls as regards minimum capital requirements or minimum cash requirements, to fall under the scope of the provisions of Sections 34 and 35 bis of the Financial Institutions Law (sections referred to regularization and correction plans and restructuring of the Entity), among other conditions detailed in the referred communication to be complied with. Furthermore, distribution of earnings as approved by the Entity’s Shareholders’ Meeting shall not be effective unless approved by the Superintendency of Financial and Foreign Exchange Institutions of the BCRA.
In addition, no distributions of earnings shall be made with the profits resulting from the first time application of IFRS Accounting Standards, which shall be included as a special reserve, and the balance of which as of December 31, 2025 amounted to 211,830,083 in accordance with BCRA GAAP.
Besides, the Entity shall verify that, once the proposed distribution of earnings is made, a capital conservation margin equivalent to 2.5% of the risk-weighted assets is kept, which is additional to the minimum capital requirement set forth by law, and shall be paid in with level 1 ordinary capital (COn1), net of deductible concepts (CDC0n1).
Pursuant to Communication "A" 8214, the BCRA provided that until December 31, 2025, financial institutions that have the BCRA's prior authorization may distribute earnings for up to 60% of the amount that would have corresponded to them in ten equal, monthly and consecutive installments (as from June 30, 2025 and not before the next to last business day of the following months). In addition, it established that the items used in determining the distributable earnings, and the amounts of the abovementioned installments should be computed in constant pesos as of the date of the Shareholders’ Meeting or as of the payment date of each installment, as applicable. Subsequently, by means of Communication "A" 8235, the BCRA established that financial institutions that resolve to distribute earnings within the framework of the provisions of Communication "A" 8214, should grant nonresident shareholders the option to collect their dividends –in full or in part– in a single installment in cash, provided that such funds be directly used for the primary subscription of Bonds for the reconstruction of a free Argentina (BOPREAL, for its acronym in Spanish) in accordance with current exchange regulations.
Pursuant to Communication “A” 8410 dated March 19, 2026, up to December 31, 2026, the Central Bank enabled financial entities that obtained its prior authorization, to distribute dividends for up to 60% of their “distributable profit” for the 2025 fiscal year in three equal, monthly and consecutive installments, starting from the third business day of May 2026 and with each such installment being paid no earlier than the third business day of each subsequent month.
c)Pursuant to the provisions of General Resolution 622 of the CNV, the Shareholders’ Meeting that considers the annual financial statements shall resolve upon the specific use of accumulated earnings of the Entity.
On April 28, 2023, the General Ordinary and Extraordinary Shareholders’ Meeting was held and the following was approved:
•To allocate 11,765,158 (104,952,420 in restated amounts) out of Unappropriated retained earnings for fiscal year 2022 to the Legal Reserve.
•To allocate 47,060,630 (419,809,678 in restated amounts) to Unappropriated retained earnings for fiscal year 2022 to the Optional Reserve for future distribution of earnings.
|
|
|
|
|
|
|
|
|
|
Banco BBVA Argentina S.A.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
|
|
•To allocate 35,566,224 (223,089,193 in restated amounts) to the payment of dividends by partially reversing the Optional Reserve for future distribution of earnings.
•To request the BCRA for authorization to pay dividends for 50,401,015 (in nominal amounts).
On May 31, 2023, the BCRA approved the distribution of 50,401,015 as dividends which will be paid in kind through the delivery of 49,524,433,015 Argentine discount government bills in Argentine pesos (in nominal values), adjusted by CER and maturing on November 23, 2023 (ISIN ARARGE520DT9) Ticker X23N3 (Caja de Valores code 9197).
On April 26, 2024, the General Ordinary and Extraordinary Shareholders’ Meeting was held and the following was approved:
•To allocate 32,908,378 (94,270,211 in restated amounts) out of Unappropriated retained earnings for fiscal year 2023 to the Legal Reserve.
•To allocate 131,633,510 (377,080,843 in restated amounts) to Unappropriated retained earnings for fiscal year 2023 to the Optional Reserve for future distribution of earnings.
•To allocate 264,227,685 (667,608,056 in restated amounts) to the payment of dividends by partially reversing the Optional Reserve for future distribution of earnings.
•To request the BCRA for authorization to pay dividends for 264,227,685 (667,608,056 in restated values)
On May 3, 2024, the BCRA approved the distribution of 264,227,685 (667,608,056 in restated values) which were be paid as follows as established by Communications “A” 7997 and “A” 7999:
•Non-resident shareholders: they may opt to collect their dividends in a single installment in cash, provided that such funds be directly used for the primary subscription of BOPREAL. The payment in BOPREAL will be made on the date of the calculation of the bid made by the BCRA. In the event that they did not opt for the subscription of BOPREAL, the payment will be made in Argentine pesos unless they state their intention to receive payment through the delivery of Argentine Treasury bonds in Argentine pesos adjusted by CER (benchmark stabilization coefficient) at 4.25% maturing on December 13, 2024 (“T5X4”).
•Resident shareholders: it will be paid in Argentine pesos unless they state their intention to receive the T5X4 bond. Resident shareholders are not allowed to subscribe BOPREAL.
Both the payment in T5X4 and in Argentine pesos were made in three installments on May 14, June 11 and July 11, 2024.
On April 23, 2025, the General Ordinary and Extraordinary Shareholders’ Meeting was held and the following was approved:
•To allocate 70,648,487 (92,936,708 in restated amounts) out of Unappropriated retained earnings for fiscal year 2024 to the Legal Reserve.
•To allocate 282,593,950 (371,746,831 in restated amounts) to Unappropriated retained earnings for fiscal year 2024 to the Optional Reserve for future distribution of earnings.
•To allocate 89,413,163 (117,621,440 in restated amounts) to the payment of dividends by partially reversing the Optional Reserve for future distribution of earnings.
•To request the BCRA for authorization to pay dividends for 89,413,163 (117,621,440 in restated values)
On May 12, 2025, the BCRA approved the distribution of 89,413,163 (117,621,440 in restated amounts), which were paid as established by Communications “A” 8214 and “A” 8235:
•Non-resident shareholders: they may opt to collect their dividends in a single installment in cash, provided that such funds be directly used for the primary subscription of BOPREAL. The payment in BOPREAL was made on the date of the settlement of the bid made by the BCRA.
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|
Banco BBVA Argentina S.A.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
|
|
If they did not opt for the subscription of BOPREAL, the payment to nonresident shareholders will be made in Argentine pesos
•Resident shareholders: payment to resident shareholders will be made in pesos.
The payment to BOPREAL was made on June 25, 2025, while as of the date of publication of these financial statements, all installments for resident shareholders were paid, according to the following schedule:
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|
|
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|
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|
|
| 2025 / 2026 |
| No. Installment |
Cut off Date |
Payment Date |
In Thousands of Argentine pesos |
| 1 |
June 25, 2025 |
June 30, 2025 |
3,387,108 |
| 2 |
July 28, 2025 |
July 31, 2025 |
3,441,942 |
| 3 |
August 26, 2025 |
August 29, 2025 |
3,507,392 |
| 4 |
September 25, 2025 |
September 30, 2025 |
3,573,181 |
| 5 |
October 25, 2025 |
October 31, 2025 |
3,647,356 |
| 6 |
November 25, 2025 |
November 28, 2025 |
3,732,774 |
| 7 |
December 23, 2025 |
December 30, 2025 |
3,825,081 |
| 8 |
January 27, 2026 |
January 30, 2026 |
3,933,913 |
| 9 |
February 24, 2026 |
February 27, 2026 |
4,047,272 |
| 10 |
March 26, 2026 |
March 31, 2026 |
4,164,493 |
As of December 31, 2025, the amount of 11,801,738 recorded under Other liabilities refers to the remaining dividends payable approved by the meeting for fiscal 2024, which was fully paid as of the issuance date of these consolidated financial statements.
40. Restricted assets
As of December 31, 2025 and 2024, the Group had the following restricted assets:
a)The Entity used as security for loans agreed under the Global Credit Program for MSMEs granted by the Inter-American Development Bank (IDB):
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|
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|
|
|
|
|
|
|
|
|
|
|
December 31,
2025 |
|
December 31,
2024 |
|
| Argentine Treasury Bonds adjusted by CER in pesos maturing in 2026 |
|
— |
|
|
7,726 |
|
|
|
|
|
|
|
|
|
|
— |
|
|
7,726 |
|
|
b)Also, the Entity has accounts, deposits, repo transactions and trusts applied as guarantee for activities related to credit card transactions, with automated clearing houses, transactions settled at maturity, foreign currency futures, court proceedings and leases in the amount of 1,201,782,275 and 609,025,348 as of December 31, 2025 and 2024, respectively (see Notes 6.4 and 7.1.).
41. Banking deposits guarantee insurance system
Law 24,485 and Decree 540/95 provided for the creation of the Deposit Guarantee Insurance System, with the purpose of covering the risks of bank deposits, in a subsidiary and complementary manner to the system of privileges and protection of deposits established by the Financial Institutions Law.
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|
|
|
|
|
|
|
Banco BBVA Argentina S.A.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
|
|
That law provided for the incorporation of the company “Seguros de Depósitos Sociedad Anónima” (SEDESA) for the exclusive purpose of managing the Deposits Guarantee Fund, the shareholders of which, pursuant to the changes introduced by Decree 1292/96, are the BCRA with at least one share and the trustees of the trust with financial institutions in the proportion determined by the BCRA for each such financial institution, based on their respective contributions to the Deposit Guarantee Fund.
Deposits in pesos and foreign currency made with the participating entities under the form of checking accounts, savings accounts, time deposits or otherwise as determined by the BCRA up to the amount of 25,000 and which meet the requirements of Decree 540/95 and those to be set forth by the enforcement authority shall fall within the scope of said decree. Through Communication “A” 8407 of March 5, 2026, the BCRA updated the amount to 50,000.
In August 1995, SEDESA was incorporated, and the Entity has an 9.6486% share of its capital stock as of December 31, 2025 (BCRA Communication “B” 12,955). Through Communication “B” 13,138 of March 18, 2026, the BCRA updated the participation to 11.3549%.
As of December 31, 2025 and 2024, the contributions to the Deposit Guarantee Fund were recorded in the item “Other operating expenses — Contributions to the deposits guarantee fund” in the amounts of 23,871,317 and 14,383,350, respectively.
42. Minimum cash and minimum capital
a)Minimum cash
The BCRA establishes different regulations to be observed by financial institutions, mainly regarding solvency levels, liquidity and credit assistance levels.
Minimum cash regulations set forth an obligation to keep liquid assets in relation to deposits and other obligations recorded for each period on an individual basis. The items included for the purpose of meeting that requirement are detailed below:
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|
|
|
|
|
|
|
|
|
|
|
| Accounts |
|
December 31,
2025 |
|
December 31,
2024 |
| Balances at the BCRA |
|
|
|
|
| BCRA – current account - not restricted |
|
2,165,865,584 |
|
|
996,656,856 |
|
| BCRA – special guarantee accounts – restricted |
|
347,046,379 |
|
|
278,581,901 |
|
|
|
2,512,911,963 |
|
|
1,275,238,757 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Government securities in pesos – Measured at fair value through OCI (1) |
|
2,384,960,753 |
|
|
2,634,765,198 |
|
| Government securities in pesos – Measured at amortized cost (1) |
|
583,978,156 |
|
|
210,350,998 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| TOTAL |
|
5,481,850,872 |
|
|
4,120,354,953 |
|
(1) See detail of securities considered, as of December 31, 2025, in Note 38, identified with the reference (1).
b)Minimum capital
Minimum capital requirements are determined on the basis of the implicit risks to which the Group is exposed (credit risk, market risk and operational risk). The minimum capital will be the higher of the minimum capital fixed by the BCRA and the capital requirements for credit risk, market risk (requirement for daily positions in eligible instruments) and operational risk. These requirements must be complied with on both an individual and a consolidated basis.
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|
|
|
|
|
|
Banco BBVA Argentina S.A.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
|
|
For the purposes of calculating capital requirements, there is recognition of certain risk mitigation techniques such as collateralization, personal guarantees and credit derivatives. Provided that certain criteria are met financial institutions may opt for either the simple approach (or risk weighting substitution) or for the comprehensive approach, which allows reducing the exposure amount up to the value ascribed to the collateral. Off-balance sheet transactions (including loan commitments) must be converted into credit exposure equivalents through the use of credit conversion factors (CCF). The higher the chance of financing an off-balance sheet transaction, the higher the conversion factor will be. Then, the credit exposure equivalent is weighted based on counterparty risk.
Minimum capital must be, at least, the greater of:
•Minimum basic capital, and
•The sum of minimum capital required for credit risk, market risk and operational risk.
Minimum capital requirement for credit risk will be determined as the sum of:
a)8% of the sum of credit-risk-weighted asset transactions without delivery against payment;
b)failed delivery-against-payment transactions; and
c)requirement for counterpart credit risk in transactions with over-the-counter derivatives.
The sum of (a), (b) and (c) is multiplied by a coefficient which varies from 1 to 1.19 based on the rating the Bank is granted by BCRA.
Minimum Capital Requirement for Market Risk: BCRA imposes additional minimum capital requirements in relation to market risk associated with positions held by financial institutions in “local assets”, “foreign assets”, “foreign currency” and “gold”, including derivatives bought or sold on such positions.
The positions under consideration must be separated according to the currency of issue of each instrument, regardless of the issuer’s residence. In the cases of assets expressed in foreign currency, the Group must consider the risk for two positions: that which corresponds to the assets and the position in foreign currency, the relevant capital requirement being determined on the basis of the latter. The value of all positions will be expressed in pesos by using the reference exchange rate published by the BCRA for the U.S. dollar, after application of the swap rate corresponding to the other currencies.
Minimum Capital Requirement for Operational Risk: Operational risk is defined as the risk of loss resulting from inadequate or failed internal processes, people and systems or from external events. The definition includes legal risk but excludes strategic and reputational risk. Financial institutions must establish a system for the management of operational risk that includes policies, processes, procedures and the structure for their adequate management.
Any defects of application derived from the requirement of additional capital will not make the financial institution fall into noncompliance with the Minimum Capital Regulations, even if they are not allowed to distribute cash dividends and pay fees, ownership interest or bonuses originated in the bank’s distribution of results.
The breakdown of minimum capital at consolidated level is detailed below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Minimum capital requirements |
|
December 31,
2025 |
|
December 31,
2024 |
| Credit risk |
|
(1,374,859,632) |
|
|
(953,336,529) |
|
| Operational risk |
|
(55,753,191) |
|
|
(334,047,946) |
|
| Market risk |
|
(5,092,953) |
|
|
(3,296,094) |
|
|
|
|
|
|
| Total capital |
|
3,047,646,503 |
|
|
3,024,195,815 |
|
| Excess capital |
|
1,611,940,727 |
|
|
1,733,515,246 |
|
|
|
|
|
|
|
|
|
|
|
Banco BBVA Argentina S.A.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of Argentine pesos in constant currency – Note 2.1.5) (cont.)
|
|
43. Subsequent events
Openpay Argentina S.A. – Capital contribution
On February 4, 2026, a capital contribution in the amount of 123,730 was made to Openpay Argentina S.A. This contribution is intended to provide working capital for the conduct of its activities. It should also be noted that, at the Shareholders’ Meeting held on the same date, 123,729,522 common, registered, non-endorsable shares, with a par value of ARS 1 each and one vote per share, were issued in favor of the Bank.
The Bank’s ownership interest did not change and, as of the date of the contribution, remained at 12.51% of the company.
Debt securities issued by the Bank - Class 40/41
In February and March of 2026, the Entity issued corporate bonds under the conditions detailed below:
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|
|
| Issuance conditions |
|
| Class |
|
40 |
|
41 |
|
|
|
|
|
| Term |
|
18 months |
|
12 months |
|
|
|
|
|
| Currency |
|
Dollar |
|
Pesos |
|
|
|
|
|
| Amortization |
|
Bullet |
|
Bullet |
|
|
|
|
|
| Payment of interest |
|
Semi-annual |
|
Quarterly |
|
|
|
|
|
| Nominal Value |
|
36,503 |
|
|
45,457,222 |
|
|
|
|
|
|
| Annual Nominal |
|
5% |
|
TAMAR + 3.50% |
|
|
|
|
|
No other events or transactions have occurred between year-end and the date of these Consolidated Financial Statements which may significantly affect the Entity’s financial position or results of operations as of December 31, 2025.
EX-2.1
2
bbar-20251231xexx21.htm
EX-2.1
Document
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Description of Registrant’s Securities Registered under Section 12 of the Exchange Act |
Exhibit 2.1 |
DESCRIPTION OF REGISTERED SECURITIES OF BANCO BBVA ARGENTINA S.A.
This exhibit describes each class of securities of Banco BBVA Argentina S.A. that was registered under Section 12 of the Exchange Act as of December 31, 2025. For purposes of this exhibit, except as otherwise expressly provided or unless the context requires otherwise, all terms used but not defined in this exhibit which are defined in BBVA Argentina’s annual report on Form 20-F for the year ended December 31, 2025 (the “Annual Report”), shall have the meanings assigned to them in the Annual Report.
DESCRIPTION OF ORDINARY SHARES
Set forth below is a brief description of certain provisions of BBVA Argentina’s by-laws and Argentine law and regulations with regard to BBVA Argentina’s capital stock. This description does not purport to be complete and is qualified in its entirety by reference to BBVA Argentina’s by-laws, Argentine law and the rules of the BYMA as well as the CNV and the Central Bank. A copy of BBVA Argentina’s by-laws is incorporated by reference to BBVA Argentina’s annual report on Form 20-F for the year ended December 31, 2021, filed with the SEC on April 12, 2022, in the Annual Report.
Corporate Purpose
BBVA Argentina is registered with the Inspección General de Justicia of the Argentine government under company number 11,156, Book 103, of Local Corporate By-laws. Section 3 of our by-laws provides that the corporate purpose of BBVA Argentina is to engage in the commercial banking business, including financial brokerage, whether in Argentina or abroad. Under our by-laws, BBVA Argentina is authorized to perform the following activities:
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• |
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accept term and demand deposits; |
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• |
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grant short-term bullet and other amortizable loans; |
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• |
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discount, purchase and sell bills of exchange, promissory notes, pledges, checks, drafts and other negotiable instruments; |
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• |
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grant guarantees, bonds or other forms of collateral; |
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• |
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accept bills of exchange, drafts and other orders of payment, transfer funds and issue and accept letters of credit; |
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• |
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grant advances on credits from property sales, acquire the same and undertake the risks resulting therefrom, take steps to collect them and offer technical and administrative assistance; |
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• |
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invest in government securities; |
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• |
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make temporary investments in liquid assets; |
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• |
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invest in new stock or securities issues, in pursuance of such regulations as may be set forth to that purpose; |
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• |
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accept securities in custody and provide other services related to the banking business; |
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• |
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manage, on account of third parties, the purchase and sale of securities, and act as paying agents in relation to dividends, redemption and interest; |
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• |
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engage in brokerage activities in the over-the-counter securities market; |
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• |
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perform foreign exchange transactions; |
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• |
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comply with agencies related to its operations; |
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• |
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receive deposits of participation in mortgage loans and in special accounts; |
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• |
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issue mortgage obligations; |
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• |
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grant loans for the acquisition, construction, enlargement, repair, improvement and maintenance of urban or rural real estate, and for the substitution of mortgages taken out for that same purpose; |
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receive loans from abroad and act as intermediary in local or foreign currency-denominated loans; |
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• |
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carry out such lending, borrowing and service-related operations as are not forbidden under the Argentine Financial Institutions Law; and |
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serve and register before the CNV as management agent for collective investment products, custodian for collective investment products, trading agent, settlement and clearing agent, broker, capital market advisor agent, securities broker and/or custody, registration and paying agent, taking into account the compatibilities established by the Argentine Securities Commission and upon compliance with the requirements established by that entity. |
Outstanding Capital Stock
The total authorized and issued share capital of BBVA Argentina at February 28, 2026 amounted to Ps.612,710,079, represented by ordinary shares, par value Ps.1.00. At February 28, 2026, there were 612,710,079 ordinary shares issued and fully paid, each of which carries one vote. The ordinary shares have been listed on the MERVAL (currently in BYMA as successor of MERVAL) since 1888 and in the MAE (currently A3 Mercados S.A., the entity resulting from the merger of MAE, Matba and Rofex) since 2018.
Registration and Transfer
The ordinary shares may only be held in book-entry form. Stockholders of BBVA Argentina will be required to hold their shares through book entries with brokers, banks and other entities that have accounts with Caja de Valores S.A. (“Caja de Valores” and the “Caja de Valores Participants”, respectively) or may have a direct holding through Caja de Valores. Caja de Valores maintains a stock registry for BBVA Argentina based upon information received from the Caja de Valores Participants or direct shareholders and only those persons listed in such registry will be recognized as stockholders of BBVA Argentina.
The ordinary shares are transferable on the books of Caja de Valores. Caja de Valores records all transfers in BBVA Argentina’s registry. Within one business day of such transfer, Caja de Valores is required to confirm the registration of transfer with the transferor.
Limited Liability of Stockholders
Stockholders’ liability for losses is limited to their stockholdings in BBVA Argentina. Under Argentine law, however, stockholders who voted in favor of a resolution that is subsequently declared void by a court as contrary to Argentine law or a company’s by-laws (or regulations, if any) may be held jointly and severally liable for damages to such company or third parties resulting from such resolution. In connection with recommending any action for approval by stockholders, the Board of Directors of the Bank intends to obtain an opinion of counsel concerning the compliance of the action with Argentine law and the by-laws (or regulations, if any). A court in Argentina should hold that a non-controlling stockholder voting in good faith in favor of such a resolution on the advice of counsel to the effect that such resolution is not contrary to Argentine law or a company’s by-laws or regulations, is not liable under the above-mentioned provision.
Meetings and Voting Rights
Stockholders’ meetings may be ordinary meetings or extraordinary meetings. BBVA Argentina is required to hold an annual ordinary meeting of stockholders within four months of the close of each fiscal year to consider the matters outlined in Article 234 of the Argentine General Corporations Law, including: (i) the approval of BBVA Argentina’s financial statements and general performance of the Board of Directors for the preceding fiscal year, (ii) the election, removal and remuneration of directors and the members of the Supervisory Committee, and (iii) the allocation of profits or losses. Matters which may be considered at these or other ordinary meetings include the consideration of the responsibility of directors and members of the Supervisory Committee, as well as capital increases and the issuance of negotiable obligations. Extraordinary stockholders’ meetings may be called at any time to consider matters beyond the competence of the ordinary meeting, including amendments to the by-laws, anticipated dissolution, merger, transformation from one type of company to another and limitations on stockholders’ preemptive rights. Stockholders’ meetings may be convened by the Board of Directors to discuss the matters set forth by the Board of Directors and no other matters in addition to those set forth by the Board of Directors may be discussed. A stockholder or group of stockholders holding at least 2% in the aggregate of BBVA Argentina’s capital stock may submit proposals or comments as to the performance of the Bank, with such proposals to be made available to the other shareholders by the Bank at least five days prior to the ordinary stockholders’ meeting approving the financial statements of BBVA Argentina. The Board of Directors or the members of the Supervisory Committee are required to call stockholders’ meetings upon the request of one or more stockholders holding at least 5% of the capital stock of BBVA Argentina. If the Board of Directors fails to call the meeting, the CNV or a court of law may call the meeting.
Ordinary shares represented by ADSs will be voted or caused to be voted by the ADR depositary in accordance with instructions of the holders of such ADSs.
Notice of shareholders’ meetings is governed by the provisions of our by-laws, the Argentine General Corporations Law and Law No. 26,831 (the “Argentine Capital Markets Act”). According to the Argentine Capital Markets Act, notice of the shareholders’ meeting must be published for five days in the Official Gazette of the Republic of Argentina and in a widely circulated newspaper in Argentina at least twenty but not more than forty-five days prior to the meeting.
In case of adjournment of a regular shareholders meeting, the meeting on second call may be held on the same date, at least one hour after the time set for the meeting on first call, in compliance with Section 237 of the Argentine General Corporations Law. In case of adjournment of a special shareholders’ meeting, the meeting on second call must be held within the following thirty days, and the publication must appear for three days at least eight days before the date set for that meeting.
In order to attend a meeting and be listed on the meeting registry, stockholders must submit evidence or their book-entry share account held at Caja de Valores three days prior to the scheduled meeting date. If so entitled to attend the meeting, a stockholder may be represented by proxy granted to another person, provided that proxies may not be granted to directors, members of the Supervisory Committee, or officers of BBVA Argentina.
Quorum for ordinary meetings consists of a majority of stock entitled to vote and resolutions may be adopted by the affirmative vote of 50% plus one vote (an “absolute majority”) of the votes present. If no quorum is present at the first meeting, a second meeting may be called at which the stockholders present, whatever their number, constitutes a quorum and resolutions may be adopted by an absolute majority of the votes present. The quorum for extraordinary meetings is 60% of the stock entitled to vote. However, if such quorum is not present at the first meeting, a second meeting may be called which may be held. The required quorum for the second meeting is 30% of the stock entitled to vote. In both cases, decisions are adopted by an absolute majority of shares voting except for certain fundamental matters (such as mergers and spin-offs (when BBVA Argentina is not the surviving entity and the surviving entity is not listed on any stock exchange), anticipated liquidation, change of BBVA Argentina’s domicile to outside Argentina, total or partial repayment of capital or a substantial change in the corporate purpose) which require a favorable vote of the majority of all the stock entitled to vote. In accordance with the by-laws, each ordinary share entitles the holder thereof to one vote at meetings of shareholders of BBVA Argentina.
Neither the Argentine General Corporations Law nor the by-laws of BBVA Argentina currently restricts the right of non-resident or foreign owners to hold or vote the ordinary shares.
Directors
Directors and alternate directors remain in office for three years and both may be reelected. Alternate directors replace directors who have resigned or been removed until the following general stockholders’ meeting is held, and, if it may be the case, during the length of their absence if it ends before the general stockholders’ meeting. The Board of Directors meets at least once every month and each time that any one of the directors should request.
The Argentine General Corporations Law allows cumulative voting to enable minority stockholders to appoint representatives on the Board of Directors and members of the Supervisory Committee. Upon the completion of certain requirements, stockholders are entitled to appoint up to one third of the vacancies to be filled in the Board of Directors by cumulative voting. Each stockholder voting cumulatively has the number of votes resulting from multiplying those votes which such stockholder would normally have been entitled to by the number of vacancies to be filled. Such stockholder may apportion his votes or cast all such votes for one or a number of candidates not exceeding one third of the vacancies to be filled.
Under Argentine law, directors have the obligation to perform their duties with loyalty and the diligence of a prudent business person. Directors are jointly and severally liable to the Bank, the stockholders and third parties for the improper performance of their duties, for violating the law, the Bank’s by-laws or regulations and for any damage caused by fraud, abuse of authority or gross negligence. Under Argentine law, specific duties may be assigned to a director by the by-laws or regulations or by resolution of the stockholders’ meeting. In such cases, a director’s liability will be determined with reference to the performance of such duties, provided that certain recording requirements are met. Under Argentine law, directors are prohibited from engaging in activities in competition with the Bank without express authorization of a stockholders’ meeting. Certain transactions between directors and the Bank are subject to ratification procedures established by Argentine law.
A director will not be liable if, notwithstanding his presence at the meeting at which a resolution was adopted or his knowledge of such resolution, a written record exists of his opposition thereto and he reports his opposition to the Supervisory Committee before any complaint against him is brought before the Board of Directors, the Supervisory Committee, the stockholders’ meeting, the competent governmental agency or the courts. Any liability of a director vis-a-vis the Bank terminates upon approval of the directors’ performance by the stockholders’ meeting, provided that stockholders representing at least 5% of the Bank’s capital stock do not object and provided further that such liability does not result from a violation of the law or the by-laws or regulations.
The by-laws of BBVA Argentina state that the Bank’s management is led by a Board of Directors consisting of a minimum of three and a maximum of nine directors, who are elected by the shareholders to hold such office for a period of three years and who may be re-elected. The by-laws also provide for the appointment of alternate directors. According to the by-laws, the Board of Directors meets at least once per month.
For further information regarding our current directors, see “Item 6. Directors, Senior Management and Employees” in the Annual Report.
Supervisory Committee
Argentine law provides for one or more auditors to oversee the accounting records of a corporation and to ensure compliance with law in the interest of all of the stockholders. Larger corporations such as the Bank are required to have at least three auditors, who form the “Supervisory Committee”. The Supervisory Committee is an independent body that, in the Bank’s case, is composed of three regular members and three alternate members appointed annually by the stockholders to attend Board of Directors meetings, view the Bank’s financial statements and fulfill other functions as provided in Article 294 of the Argentine General Corporations Law to ensure compliance with the law. The Supervisory Committee ordinarily meets at least once every three months or more often if required by one of its members. Regular members of the Supervisory Committee may be reelected and alternate members replace regular members in case of absence. Fees for members of the Supervisory Committee are established by the stockholders at the annual ordinary stockholders’ meeting. Members of the Supervisory Committee’s liabilities are joint and several and unlimited for the nonfulfillment of their duties. Unlike directors, members of the Supervisory Committee have no management functions.
For further information regarding our Supervisory Committee, see “Item 6. Directors, Senior Management and Employees” in the Annual Report.
Dividends
The Bank has in place an earnings distribution policy in line with the Bank’s vocation for sustained stockholder value, striving for business growth and the maintenance of consistently high liquidity and solvency standards in compliance with currently applicable rules and regulations.
In Argentina, financial institutions may distribute dividends provided that (i) they are not covered by the terms of sections 34 “Regularization and recovery” and 35 bis “Institution restructuring to safeguard lending and bank deposits” of the Law on Financial Institutions (Law No. 21,526); (ii) they are not receiving financial assistance from the BCRA; (iii) they are not in arrears or not in compliance with the information regime established by the BCRA; (iv) they meet minimum capital requirements and cash requirements; and (v) they have complied with the additional capital margins applicable to them as provided for in Section 4 (Additional Capital Margins) of the BCRA’s Structured Income Distribution text.
Financial institutions that may distribute dividends pursuant to the above paragraph may distribute earnings up to an amount equal to retained earnings of legal reserves less the following items:
1.100% of the debit balance of each of the items recorded under other comprehensive income (loss);
2.income (loss) arising from the revaluation of property, plant and equipment, intangible assets and investment properties;
3.net positive amount arising from the difference between the measurement at amortized cost and the fair market value recorded by the financial institution with respect to public debt instruments and/or monetary regulation instruments of the BCRA valued at amortized cost, less adjustments to asset valuations: (i) notified by the Superintendence of Financial and Exchange Entities (SEFyC)—whether or not accepted by the institution—and/or (ii) required by external auditing and, in both cases, pending accounting registration; and
4.preferential asset valuation exemptions granted by the SEFyC on a case-by-case basis, including adjustments for failure to implement agreed adequacy plans.
Amounts available for distribution as dividends are determined pursuant to Argentine law and IFRS-BCRA. As a result, dividends may be paid when the Bank has no income as determined under IFRS-IASB and, conversely, dividends may not be payable even if the Bank has income as determined under IFRS-IASB.
According to Communication “A” 6768, financial institutions must have the prior authorization of the Central Bank of the Argentine Republic for the distribution of their results. In said authorization process, the Superintendence of Financial and Exchange Entities will take into account, among other elements, the potential effects of the application of International Accounting Standards according to Communication “A” 6430 (point 5.5. of IFRS 9) and the restatement of financial statements provided by Communication “A” 6651.
Pursuant to Communication “A” 8410 dated March 19, 2026, up to December 31, 2026, the Central Bank enabled financial entities that obtained its prior authorization, to distribute dividends for up to 60% of their “distributable profit” for the 2025 fiscal year in three equal, monthly and consecutive installments, starting from the third business day of May 2026 and with each such installment being paid no earlier than the third business day of each subsequent month.
Pursuant to the Argentine General Corporations Law, dividends can be lawfully paid and declared only out of BBVA Argentina’s retained earnings representing the profit on BBVA Argentina’s operations and investments. In addition, no profits may be distributed until prior losses are covered.
The Board of Directors submits to the stockholders for approval at an ordinary meeting of stockholders BBVA Argentina’s financial statements for the previous fiscal year. The stockholders, upon approving the financial statements, determine the allocation of BBVA Argentina’s net income. By law, the stockholders are required to allocate 20 percent of such net income to the legal reserve. If the legal reserve is subsequently impaired, dividends may not be paid until the legal reserve has been fully re-established. The legal reserve is not available for distribution. Under the Bank’s by-laws, after the allocation to the legal reserve has been made, an amount will be segregated to pay the fees of the members of the Board of Directors and of the Supervisory Committee, and an amount will be segregated to pay dividends on preferred stock, if any. Under Central Bank regulations, this fee is required to be accrued on the income statement. The remainder of net income may be distributed as dividends on common stock or retained as a voluntary reserve, contingency reserve or other account or any combination thereof, all as determined by the stockholders’ meeting. Dividends may not be paid if the legal reserve has been impaired.
For a description of the declared dividends that we have paid on our ordinary shares and ADSs for the years 2023 to 2025, see “Item 5. Operating and Financial Review and Prospects—A. Operating Results” in the Annual Report.
Capital Increases and Reductions
BBVA Argentina may increase its capital upon authorization of the stockholders at an ordinary meeting. All capital increases must be registered with the CNV and published in the Official Gazette. Capital reductions may be voluntary or involuntary. Voluntary reductions of capital must be approved by an extraordinary meeting of the stockholders. Reduction is mandatory when losses have exceeded reserves and more than 50% of capital.
Preemptive Rights
Under Argentine law, in the event of an increase in capital, holders of ordinary shares have a preemptive right to purchase any issue of ordinary shares in an amount sufficient to maintain the proportion of capital then held by them. Except for specific situations, a company is prohibited from issuing stock with multiple voting rights after such company becomes public.
Stockholders exercising preemptive rights are also entitled to subscribe for shares not otherwise subscribed for by other stockholders through the exercise of such other stockholders’ preemptive rights on a pro rata basis, based on the number of shares purchased by the exercising stockholder when exercising its preemptive rights, also known as accretion rights.
Under the Argentine General Corporations Law, preemptive rights must be exercised within thirty days following the time after which notice to the stockholders of their opportunity to preempt the capital increase has been published for three days in the Official Gazette of Argentina and in a widely circulated newspaper in Argentina, with the possibility for publicly listed companies (such as BBVA Argentina) to reduce such period to a minimum of ten days.
Conflicts of Interest
Under the Argentine General Corporations Law, a stockholder is required to abstain from voting on a business transaction in which its interests conflict with those of BBVA Argentina. In the event such stockholder votes on such business transaction and such business transaction would not have been approved without such shareholder’s vote, such stockholder may be liable to BBVA Argentina for damages.
Redemption or Repurchase
Under the Argentine General Corporations Law, BBVA Argentina may acquire ordinary shares issued by it only under the following circumstances: (i) to cancel such shares and only after a decision to reduce its capital stock (which requires approval of an extraordinary stockholders’ meeting); (ii) to avoid a significant damage under exceptional circumstances, using retained earnings or free reserves which have been fully paid, which action must be ratified at the following ordinary stockholders’ meeting; and (iii) in the case of an acquisition of a corporation whose assets include shares of BBVA Argentina, BBVA Argentina may repurchase or redeem its shares pro rata or by lot. In both cases, the repurchase or redemption will be made at a fair price. BBVA Argentina may resell such shares within one year and must give stockholders a preemptive right to purchase such shares. The repurchased shares will not be calculated in the determination of a quorum or a majority.
Appraisal Rights
Whenever certain extraordinary resolutions are adopted at stockholders’ meetings such as the merger of BBVA Argentina into another entity, a substantial change of corporate purposes, transformation from one type of corporate to another, or BBVA Argentina’s shares cease to be traded publicly or listed on BYMA, any stockholder dissenting or absent from the adoption of any such resolution may withdraw from BBVA Argentina and receive the book value per share determined on the basis of BBVA Argentina’s annual financial statements (as approved by the annual ordinary stockholders’ meeting), provided that the shareholder exercises its appraisal rights within five days following the meeting at which the resolution was adopted in the case of a dissenting stockholder or within 15 days following the meeting if the stockholder was absent and can prove that he was a stockholder on the day of the meeting. In the case of a merger of another entity into BBVA Argentina or spin-off of BBVA Argentina, no appraisal rights may be exercised if the shares to be allocated are admitted to a public offering or listed for quotation on a stock exchange.
Appraisal rights are extinguished if the resolution is subsequently overturned at another stockholders’ meeting held within seventy-five days of the previous meeting at which the resolution was adopted.
Payment on the appraisal rights must be made within one year of the date of the stockholders’ meeting at which the resolution was adopted, except where the resolution was to cease to publicly offer BBVA Argentina’s stock or to cease maintaining the corporate existence of BBVA Argentina after the CNV or BYMA has canceled its authorization to publicly offer or list its stock, as the case may be, in which case the payment period is reduced to sixty days from the resolution date.
Liquidation
Upon liquidation of BBVA Argentina, one or more liquidators may be appointed to wind up its affairs. All outstanding ordinary shares of common stock will be entitled to participate equally in any distribution upon liquidation.
In the event of liquidation, the assets of BBVA Argentina shall be applied to satisfy its debts and liabilities.
Mandatory Acquisition Public Offer
Tender offers in Argentina are governed by the Securities Law No. 26,831 (the “LMC” after its Spanish acronym) as amended by the Productive Financing Law No. 27,440 (the “LFP” after its Spanish acronym), and the resolutions of the Argentine Securities and Exchange Commission (the “CNV” after its Spanish acronym).
General Resolution No. 779/2018 of the CNV published in the Official Gazette on December 28, 2018 (the “Resolution”) confirmed the new regulations for tender offers in Argentina (“OPAs” after their Spanish acronym “Ofertas Públicas de Adquisición”).
An OPA is defined as a market transaction by which an individual or other legal person, acting individually or in concert with other person or persons, irrevocably offers to acquire all the voting shares of a listed company at an equitable price, for a pre-fixed term, and subject to a special procedure governing the terms and conditions of such offer. The offer must be extended to holders of such shares and holders of subscription rights or options to acquire those shares, as well as holders of convertible debt securities or other similar securities that may directly or indirectly give the holder a right to acquire voting shares.
Mandatory OPA
The Resolution provides that a mandatory tender offer is required to be made by a person who has effectively reached the control of a listed company (i) through the acquisition of shares or securities that grant, directly or indirectly, voting rights in said company; (ii) through agreements with other holders of securities that, together, provide a sufficient number of votes to (a) take decisions in ordinary meetings, (b) elect or remove the majority of the board members or members of the supervisory committee or (c) establish a common policy with regard to management or whose purpose is to significantly influence the same, as well as any other agreement that, with the same purpose, regulates the exercise of the right to vote in the administrative body or in whom it delegates management; or (iii) indirectly or as a result of a corporate reorganization process.
Pursuant to the LMC, a person will have, individually or together with other persons, a controlling interest when: (i) they directly or indirectly reach a percentage of voting rights equal to or greater than 50% of the company, excluding from the calculation those shares that belong, directly or indirectly, to the affected company; or (ii) have obtained less than 50% of the voting rights of a company but act as a controlling shareholder (it being understood that a controlling shareholder is any person which directly or indirectly owns, individually or jointly, a participation that grants the necessary votes to take decisions in ordinary shareholders’ meetings or to appoint or remove the majority of the members of the board of directors or supervisory committee).
The LMC provides that the OPA procedure must be conducted after the acquisition of control. The deadline for submitting the offer is one month as from the date when the controlling interest is obtained.
Voluntary OPA
Voluntary OPAs may be addressed to any number of securities of a company, provided that the offeror does not reach, directly or indirectly, individually or in concert with others, a controlling interest. A voluntary OPA may be conditioned upon (i) the approval of amendments to the by-laws or other agreements subject to shareholders’ approval; (ii) acceptance of the offer by a minimum number of securities of the target company; (iii) approval by the shareholders of the offeror; and/or (iv) authorization of the operation by government agencies.
Offered Price in OPAs
For mandatory tender offers due to an acquisition of a controlling interest, the Resolution establishes that the price offered must be the higher of: (i) the highest price that the offeror would have paid or agreed to pay for the securities subject to the tender offer during the 12 months prior to the beginning of the period during which the tender offer is required to be made; and (ii) the average price of the securities subject to the tender offer during the six months immediately prior to the date of the announcement of the transaction by which the change in the controlling interest is agreed upon. The requirement in (ii) in the prior sentence does not apply when the percentage of shares listed on a market authorized by the CNV represents at least 25% of the capital stock of the issuer and the liquidity conditions provided by the Resolution are met.
In the case of mandatory OPAs due to a squeeze-out or delisting, the LMC establishes that the following price criteria must be considered: (i) the highest price that the offeror would have paid or agreed for the securities subject to the offer during the 12 months prior to the request of the minority shareholder or unilateral declaration of acquisition in squeeze-out cases (Article 91 LMC) or from delisting resolution (Article 98 LMC); (ii) the average price of the securities subject to the offer during the six months immediately prior to the request of the minority shareholder or unilateral declaration of acquisition in squeeze-out cases (Article 91 LMC) or as of the delisting resolution (Article 98 LMC); (iii) the equity value of the shares, considering a delisting special balance, if applicable; (iv) the value of the company calculated according to criteria of discounted cash flows and/or indicators applicable to comparable companies or businesses; and (v) the liquidation value of the company. In these cases, the price must never be lower than the higher of (i) and (ii) in the previous sentence.
The consideration offered in a mandatory OPA must be in cash, expressed per share, in pesos or another currency. In addition, the offeror may offer shares or other listed securities in exchange, at the option of the investor, provided that there is also a cash option.
Additionally, the CNV has a period of 15 business days to object to the offered price, counted as of the time all the documentation is collected and no new observations and requests are made. After this period, the offeror may request an expedited procedure (pronto despacho) and the CNV will have 10 business days to object.
Minority shareholders may also object to the price from the date of announcement of the offer or presentation of the delisting request and up to the expiration of the CNV’s objection period.
A price objection by the CNV is appealable, at the option of the offeror: (i) by appeal filed with the CNV within five business days of notification, which will be submitted by the CNV to the Ministry of Finance; or (ii) in proceedings before the Federal Court of Appeals with jurisdiction in commercial matters within 10 business days of notification, without suspending the effects of the CNV resolution.
In the case of a voluntary OPA, the offeror may set the price at its own discretion but must provide the investor with a comparison with the criterions set forth in the LMC and the Resolution, as applicable.
Common Provisions Applicable to OPAs
The Resolution provides general provisions applicable to all OPAs.
Launch Notice and Prospectus: In order to promote uniform criteria, the CNV incorporates a launch notice template and changes are made to the prospectus template.
Appraisers: The Resolution specifies the specific independence requirements that appraisers must meet and the minimum contents of the reports they issue to determine the offered price.
Guarantees: The Resolution allows tender offers to be guaranteed: (i) by a foreign financial entity, with a branch or permanent representation in Argentina; or (ii) by local insurance companies under the jurisdiction of the Superintendence of Insurance, in the latter case with the prior agreement of the CNV.
Obligations of the corporate bodies of the target company: The members of the board of the target company must issue a report with an opinion on the fairness of the offered price within 15 calendar days of receiving the offeror’s notice and may not resign until the issuance of said report. The supervisory committee and the audit committee must issue an opinion on the fairness of the offered price by publishing the corresponding minutes within 15 calendar days of receiving the offeror’s notification.
Sanctions: In the event of a breach of the obligation to make a mandatory OPA, the CNV, with prior notice, will order an auction sale of the acquired shares, and may suspend the political rights of the person obliged to launch the tender offer, who will also be subject to the penalties provided by the LMC.
Other Provisions
The ownership of any kind of BBVA Argentina’s shares represents submission to the ordinary courts of Buenos Aires for any judicial complaint arising with respect thereto.
DESCRIPTION OF AMERICAN DEPOSITARY SHARES
BBVA Argentina has listed on the New York Stock Exchange ADSs representing BBVA Argentina’s ordinary shares. The depositary, The Bank of New York Mellon, also referred to as the “Depositary,” registers and delivers the ADSs. Each ADS represents an ownership interest in three ordinary shares. The ordinary shares are deposited with Banco Santander Rio S.A., the Depositary’s custodian in Argentina. Each ADS may also represent securities, cash or other property deposited with the Depositary but not distributed to ADS holders. The deposited shares, together with those other securities, cash or property are referred to collectively as the “Deposited Securities”. The Depositary’s corporate trust office is located at 101 Barclay Street, New York, NY 10286 and its principal executive office is located at 225 Liberty Street, New York, NY 10286.
You may hold ADSs either (A) directly (i) by having an American Depositary Receipt, also referred to as an “ADR”, which is a certificate evidencing a specific number of ADSs, registered in your name, or (ii) by having ADSs registered in your name in the Direct Registration System (“DRS”), or (B) indirectly by holding a security entitlement in ADSs through your broker or other financial institution. If you hold ADSs directly, you are an ADS registered holder. The information provided in this section assumes you are an ADS registered holder. If you hold the ADSs indirectly, you must rely on the procedures of your broker or other financial institution to assert the rights of ADS registered holders described herein. You should consult with your broker or financial institution to find out what those procedures are.
The DRS is a system administered by The Depository Trust Company (“DTC”) pursuant to which the Depositary may register the ownership of uncertificated ADSs, which ownership will be evidenced by periodic statements sent by the Depositary to the registered holders of uncertificated ADSs.
ADS holders are not BBVA Argentina shareholders and do not have shareholder rights. Because the Depositary will actually hold the underlying ordinary shares, you must rely on the Depositary to exercise the rights of a shareholder. The obligations of the Depositary are set out in a deposit agreement (the “Deposit Agreement”) dated as of December 1, 1993, as amended as of August 12, 1997, and as further amended and restated as of May 28, 2013; and as amended on March 30, 2022, effective as of June 1, 2022 among BBVA Argentina and The Bank of New York Mellon, as depositary, and ADS holders. The Deposit Agreement and the ADSs are governed by New York law.
The following is a summary of the material provisions of the Deposit Agreement. Because it is a summary, it does not contain all the information that may be important to you. For more complete information, you should read the entire Deposit Agreement and the form of ADR. Copies of the deposit agreement and the form of ADR are available for inspection at the corporate trust office of the Depositary at the address set forth above.
American Depositary Receipts
ADSs are issuable pursuant to the Deposit Agreement. Each ADS represents three ordinary shares deposited with Banco Santander Rio S.A. as custodian (the “Custodian”) and registered in the name of the Custodian in an account maintained at the Custodian by the Depositary. An ADR may represent any number of ADSs. Only persons in whose names ADSs are registered on the books of the Depositary will be treated by BBVA Argentina and the Depositary as owners and holders of ADSs.
Deposit and Withdrawal of Securities
The ordinary shares that are represented by the ADSs sold in any offering will be deposited in accounts maintained by the Custodian and registered in the name of the Custodian, who will be the holder of record of all such shares. Subject to the terms and conditions of the Deposit Agreement, upon transfer of such ordinary shares to the account of the Custodian or upon receipt of ordinary shares by the Depositary, the Depositary will execute and deliver ADSs to or upon the written order of the person or persons that made the deposit.
Upon surrender of ADSs to the Depositary, and upon payment of the fees, taxes and governmental charges contemplated by the Deposit Agreement, ADS holders are entitled to delivery, to them or upon their order, of the amount of deposited securities represented by those ADSs. Such delivery will be made to the ADS holder or upon the ADS holder’s order without unreasonable delay. The forwarding of ordinary shares and other documents of title for such delivery to an ADS holder, or as ordered by such ADS holder, will be at its risk and expense or the risk and expense of the person submitting such written instruction for delivery.
The Depositary may deliver ADSs prior to the receipt of ordinary shares, subject to the conditions specified in the Deposit Agreement, which require persons to whom ordinary shares or ADSs are so delivered or issued to, among other things, furnish certain written representations and provide collateral to the Depositary. The Depositary is entitled to retain any compensation received by it in connection with such transactions including, without limitation, earnings on the collateral.
Dividends, Other Distributions and Rights
The Depositary is required to convert into dollars, to the extent that in its judgment it can do so on a reasonable basis and can transfer the resulting dollars to the United States, all cash dividends and other cash distributions denominated in Argentine pesos (or any other currency other than dollars) that it receives in respect of the deposited securities, and to distribute the amount received to the ADS holders in proportion to the number of ADSs without regard to any distinctions among holders on account of exchange restrictions or the date of delivery of any ADS or ADSs or otherwise. The amount distributed will be reduced by any amounts to be withheld by BBVA Argentina, the Depositary or the Custodian, including amounts on account of any applicable taxes and certain other expenses. If the Depositary determines that in its judgment any currency other than dollars received by it cannot be so converted on a reasonable basis and transferred, the Depositary may distribute such foreign currency received by it or in its discretion hold such foreign currency (without liability for interest) for the respective accounts of the ADS holders entitled to receive the same.
If BBVA Argentina declares a dividend in, or free distribution of, additional ordinary shares, upon receipt by or on behalf of the Depositary of such additional ordinary shares, the Depositary may, and shall if BBVA Argentina so requests, distribute to the applicable holders of outstanding ADSs, additional ADSs that represent the number of shares received as such dividend or free distribution after deduction or upon payment of applicable fees of the Depositary and any taxes or other governmental charges. In lieu of delivering fractional ADSs in the event of any such distribution, the Depositary will sell the amount of ordinary shares represented by the aggregate of such fractions and will distribute the net proceeds in dollars to applicable ADS holders in accordance with the Deposit Agreement. If additional ADSs (other than ADSs for fractional ADSs) are not so distributed, each ADS shall thereafter also represent the additional ordinary shares distributed in respect of the deposited securities represented by ADS prior to such dividend or free distribution.
If BBVA Argentina offers or causes to be offered to the holders of ordinary shares any rights to subscribe for additional ordinary shares or any rights of any other nature, the Depositary shall have discretion as to the procedure to be followed in making such rights available to ADS holders. The Depositary will either (i) make such rights available to such ADS holders by means or warrants or otherwise, if lawful and feasible, or (ii) if making such rights available is not lawful or feasible, try to sell such rights, warrants or other instruments, if practicable, and, after deduction or upon payment of fees and expenses of the Depositary, allocate the net proceeds of such sales for the accounts of such ADS holders otherwise entitled thereto upon an averaged or other practicable basis without regard to any distinctions among such ADS holders and beneficial owners because of exchange restrictions or the date or delivery of any ADS or ADSs, or otherwise, and distribute the net proceeds so allocated to the extent practicable. If, by the terms of such rights offering or for any other reason, the Depositary may not either make such rights available to any holders or dispose of such rights and make the net proceeds available to such holders, then the Depositary shall allow the rights to lapse.
If registration under the Securities Act of the rights or the securities to which any rights relate is required in order for BBVA Argentina to offer such rights to ADS holders or beneficial owners and sell the securities upon the exercise of such rights to ADS holders or beneficial owners, the Depositary will not offer such rights to the ADS holders or beneficial owners unless and until such a registration statement is in effect, or unless, based on an opinion from recognized counsel in the United States for the Bank, the offering and sale of such securities to such ADS holders or beneficial owners are exempt from registration under the provisions of such Securities Act.
If the Depositary determines that any distribution of property (including securities or rights to subscribe therefor) is subject to any taxes or governmental charges that the Depositary is obligated to withhold, the Depositary may dispose of all or a portion of such property in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable to pay such taxes or governmental charges, and thereafter will distribute the net proceeds of any such sale or the balance of any such property after deduction or such taxes or governmental charges to the ADS holders entitled thereto.
Changes Affecting Deposited Ordinary Shares
Upon any change in nominal or par value, any split-up, consolidation or other reclassification of deposited securities, or upon any recapitalization, reorganization, merger or consolidation or sale of assets affecting BBVA Argentina or to which it is a party, any securities which shall be received by the Depositary or the Custodian in exchange for, in conversion of or in respect of deposited securities shall be treated as newly deposited securities under the Deposit Agreement, and ADSs shall henceforth represent the new deposited securities so received in exchange or conversion, unless additional ADSs are delivered, as in the case of a stock dividend, or unless the Depositary calls for the surrender of outstanding ADSs to be exchanged for new ADSs.
In the event that any security so received may not be lawfully distributed to some or all owners, the Depositary may sell such securities at public or private sale, upon such terms as it may deem proper, and may allocate the net proceeds of such sales for the account of the owners otherwise entitled. This allocation shall be made upon an averaged or other practicable basis without regard to any distinctions among such owners.
Record Dates
Whenever any cash dividend or other cash distribution shall become payable, or whenever any distribution other than cash shall be made or rights shall be issued with respect to the ordinary shares, or whenever for any reason the Depositary causes a change in the number of ordinary shares that are represented by each ADS, or whenever the Depositary shall receive notice of any meeting of holders of ordinary shares or other deposited securities, the Depositary will fix a record date for the determination of the ADS holders who are entitled to receive such dividend, distribution or rights, or net proceeds of the sale thereof, to exercise the rights of ADS holders with respect to such changed number of securities, or to give instructions for the exercise of voting rights at any such meeting, subject to the provisions of the Deposit Agreement.
Voting of the Underlying Ordinary Shares
As soon as practicable after receipt by the Depositary of notice of any meeting of holders of ordinary shares, the Depositary, if requested in writing by the Bank, will mail the information contained in such notice of meeting to ADS holders. ADS holders at the close of business on the record date specified by the Depositary are entitled under the Deposit Agreement, subject to any applicable provisions of Argentine law, and of the corporate charter of BBVA Argentina, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the ordinary shares or other deposited securities represented by their respective ADSs. The Depositary will endeavor insofar as is practicable to vote or cause to be voted the ordinary shares represented by the ADSs in accordance with such instructions. The Depositary has agreed that it will not vote the ordinary shares so represented other than in accordance with such instructions from the record ADS holders or as described in the following sentence. If BBVA Argentina requested the Depositary to solicit voting instructions but the Depositary does not receive voting instructions from a holder of ADSs by the date the Depositary specified, the Depositary will vote the amount of ordinary shares represented by those ADSs in favor of any matter proposed or recommended by BBVA Argentina’s board of directors.
Notwithstanding the foregoing, the Depositary will not send a meeting notice to ADS holders or vote any deposited shares unless it has received an opinion from BBVA Argentina’s Argentine counsel to the effect that the matters to be voted on are not contrary to Argentine law or BBVA Argentina’s by-laws. In addition, the Depositary and its agents are not responsible for failing to carry out voting instructions or for the manner of carrying out voting instructions. This means that you may not be able to exercise voting rights and there may be nothing you can do if your ordinary shares are not voted as you requested.
Reports and Notices
On or before the first date on which BBVA Argentina gives notice, by publication or otherwise, of any meeting of holders of ordinary shares or other deposited securities, or of any adjourned meeting of such holders, or of the taking of any action in respect of any cash or other distributions or the offering of any rights in respect of deposited ordinary shares, BBVA Argentina will be required to transmit to the Depositary and the Custodian a copy of the notice thereof in the form given or to be given to holders of ordinary shares or other deposited securities.
BBVA Argentina will arrange, to the extent, if any, required by any regulations of the SEC, for the translation into English, if not already in English, and the prompt transmittal by BBVA Argentina to the Depositary and the Custodian of such notices and any other reports and communications which are made generally available by BBVA Argentina to holders of its ordinary shares. If requested in writing by Banco Argentina, the Depositary will arrange for the mailing, at BBVA Argentina’s expense, of copies of such notices, reports, and communications to all ADR holders. BBVA Argentina will timely provide the Depositary with the quantity of such notices, reports, and communications, as requested by the Depositary from time to time in order for the Depositary to effect such mailings.
Amendment and Termination of the Deposit Agreement
The form of the ADSs and the Deposit Agreement may at any time be amended by agreement between BBVA Argentina and the Depositary. Any amendment that imposes or increases any fees or charges (other than taxes and governmental charges and certain expenses), or that otherwise prejudices any substantial existing right of ADS holders, will not take effect as to the outstanding ADSs until the expiration of 30 days after notice of such amendment has been given to the holders of outstanding ADSs. Every holder of an ADS at the time such amendment becomes effective will be deemed, by continuing to hold such ADS, to consent and agree to such amendment and to be bound by the Deposit Agreement as amended thereby. Except in order to comply with mandatory provisions of applicable law, in no event shall any amendment impair the right of any ADS holder to surrender his ADSs and receive therefor the deposited securities represented thereby.
The Depositary at any time at the direction of BBVA Argentina shall terminate the Deposit Agreement by mailing notice of such termination to the holders of all ADSs then outstanding at least 90 days prior to the date fixed in such notice for such termination. The Depositary may likewise terminate the Deposit Agreement if at any time 90 days after the Depositary shall have delivered to BBVA Argentina a notice of its election to resign, a successor depositary shall not have been appointed and accepted its appointment as provided in the Deposit Agreement. If any ADSs remain outstanding after the date of termination, the Depositary thereafter will discontinue the registration of transfers of ADSs, will suspend the distribution of dividends to the holders thereof and will not give any further notices or perform any further acts under the Deposit Agreement, except (1) the collection of dividends and other distributions pertaining to the securities and any other property represented by such ADSs, (2) the sale of rights as provided in the Deposit Agreement and (3) the delivery of ordinary shares, together with any dividends or other distributions and the net proceeds of the sale of any rights or other property received with respect thereto, in exchange for surrendered ADSs subject to the applicable terms of the Deposit Agreement, including the payment of the fees and other charges of the Depositary. At any time after the expiration of one year from the date of termination, the Depositary may sell the deposited securities and hold the net proceeds, together with any other cash then held, unsegregated and without liability for interest, for the pro rata benefit of the holders of ADSs that have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement, except for certain indemnification and accounting obligations. Upon the termination of the Deposit Agreement, BBVA Argentina will also be discharged of all obligations thereunder, except for its obligations to the Depositary with respect to indemnification, charges and expenses.
Fees and Expenses
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| Persons depositing or withdrawing shares must pay: |
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For: |
| US$5.00 (or less) per 100 ADRs (or portion thereof) |
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• Issuance of ADRs, including issuances resulting from a distribution, sale or exercise of shares or rights or other property
• Cancellation of ADRs for the purpose of withdrawal including if the deposit agreement terminates
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| US$0.05 (or less) per ADR (or portion thereof) |
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• Any cash distribution made pursuant to the deposit agreement |
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| A fee equivalent to the fee that would be payable if securities distributed to you had been shares and the shares had been deposited for issuance of ADRs |
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• Distribution of securities distributed to holders of deposited securities which are distributed by the depositary to ADR registered holders |
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| US$0.05 (or less) per ADR per calendar year |
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• Depositary services |
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| Registration or transfer fees |
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• Transfer and registration of shares on the Bank’s share register on behalf of the depositary or its agent when shares are deposited or withdrawn |
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| Expenses of the depositary |
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• Cable, telex and facsimile transmissions (as expressly provided in the deposit agreement)
• Incurred in the conversion of foreign currency to U.S. dollars
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| Taxes and other governmental charges the depositary or the custodian have to pay on any ADR or share underlying an ADR, for example, stock transfer taxes, stamp duty or withholding taxes |
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• As necessary |
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| Any other charges incurred by the depositary or its agents for servicing the deposited securities |
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• As necessary |
The Depositary collects its fees for the delivery and surrender of ADSs directly from investors depositing ordinary shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The Depositary also collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees. The Depositary may collect its annual fee for depositary services by deduction from cash distributions or by directly billing investors or by charging the book-entry system accounts of participants acting for them. The Depositary generally refuses to provide fee-attracting services until its fees for those services are paid.
From time to time, the Depositary may make payments to BBVA Argentina to reimburse it for costs and expenses generally arising out of the establishment and maintenance of the ADS program, waive fees and expenses for services provided to it by the Depositary or share revenue from the fees collected from ADS holders. In performing its duties under the Deposit Agreement, the Depositary may use brokers, dealers, foreign currency dealers or other service providers that are owned by or affiliated with the Depositary and that may earn or share fees, spreads or commissions.
The Depositary may convert currency itself or through any of its affiliates and, in those cases, act as principal for its own account and not as agent, advisor, broker or fiduciary on behalf of any other person and earn revenue, including, without limitation, transaction spreads, that it will retain for its own account. The revenue is based on, among other things, the difference between the exchange rate assigned to the currency conversion made under the Deposit Agreement and the rate that the Depositary or its affiliate receives when buying or selling foreign currency for its own account. The Depositary makes no representation that the exchange rate used or obtained in any currency conversion under the Deposit Agreement will be the most favorable rate that could be obtained at the time or that the method by which that rate will be determined will be the most favorable to ADS holders, subject to the Depositary’s obligations under the Deposit Agreement. The methodology used to determine exchange rates used in currency conversions is available upon request.
Liability of ADS Holders for Taxes or Other Charges
Any tax or other governmental charge or expense payable by the Custodian, the Depositary or its nominee as the registered holder of any deposited securities represented by ADSs shall be payable by the holder of such ADS to the Depositary. The Depositary may, and at the written request of BBVA Argentina shall, refuse to effect any registration of transfer or withdrawal of the securities underlying such ADS until such payment is made, may withhold or deduct any dividends or other distributions or may sell for the account of the holder thereof any or all of the deposited securities underlying such ADS and may, and at the written request of BBVA Argentina shall, apply such dividends or distributions or the proceeds of any such sale in payment of any such tax or other governmental charge or expense and the holder of such ADS shall remain liable for any deficiency.
Execution, Transfer and Surrender of American Depositary Receipts
The ADSs are transferable on the books of the Depositary, provided that the Depositary may close the transfer books, at any time and from time to time, when deemed expedient by it in connection with the performance of its duties. As a condition precedent to the delivery, registration of transfer, split-up, combination or surrender of any ADSs, or withdrawal of ordinary shares, the Depositary, the registrar or the Custodian may require payment from the person presenting the ADS or the depositor of such ordinary shares of a sum sufficient to reimburse it for any tax or other governmental charge, and any stock transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to the ordinary shares being deposited or withdrawn) and payment of any applicable fees payable to the Depositary. The Depositary may refuse to deliver ADSs, register the transfer of any ADS or make any distribution of, or related to, the underlying ordinary shares until it has received such proof of citizenship, residence, exchange control approval or other information as it may reasonably deem necessary or proper or as BBVA Argentina may require by written request to the Depositary. The execution and delivery or transfer of ADSs generally may be suspended during any period when the transfer books of the Depositary are closed or if any such action is deemed necessary or advisable by the Depositary or BBVA Argentina at any time or from time to time. The surrender of outstanding ADSs and withdrawal of the underlying ordinary shares may not be suspended, except as required in connection with (i) temporary delays caused by closing the transfer books of the Depositary or BBVA Argentina or the deposit of the underlying ordinary shares in connection with voting at a meeting of security holders, or payment of dividends, (ii) the payment of fees, taxes and charges, and (iii) compliance with any US or foreign laws or governmental regulations relating to the ADSs or to the withdrawal of the underlying ordinary shares. ADS holders may inspect the transfer books of the Depositary at any reasonable time, provided that such inspection shall not be for the purpose of communicating with holders of ADSs in the interest of a business or object other than the business of BBVA Argentina or a matter related to the Deposit Agreement or the ADSs.
General
Neither the Depositary nor BBVA Argentina will be liable to owners or holders of ADSs if prevented or forbidden from performing their obligations under the Deposit Agreement by the law of any country, by any governmental authority or stock exchange or by any circumstances beyond their control or, any provision of BBVA Argentina’s corporate charter. The obligations of BBVA Argentina and the Depositary to holders of ADSs under the Deposit Agreement are expressly limited to performing their respective duties specified therein without negligence or bad faith.
Neither the Depositary nor BBVA Argentina shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any ordinary share or ADS that in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense and liability shall be furnished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary.
So long as any ADSs are listed on one or more stock exchanges (including the New York Stock Exchange), the Depositary will act as registrar or appoint a registrar or one or more co-registrars, for registration of such ADSs in accordance with any requirements of such exchanges.
Direct Registration System
In the Deposit Agreement, all parties to the Deposit Agreement acknowledge that the Direct Registration System, also referred to as DRS, and Profile Modification System, also referred to as Profile, will apply to the ADSs. DRS is a system administered by DTC that facilitates interchange between registered holding of uncertificated ADSs and holding of security entitlements in ADSs through DTC and a DTC participant. Profile is a feature of DRS that allows a DTC participant, claiming to act on behalf of a registered holder of uncertificated ADSs, to direct the Depositary to register a transfer of those ADSs to DTC or its nominee and to deliver those ADSs to the DTC account of that DTC participant without receipt by the Depositary of prior authorization from the ADS holder to register that transfer.
In connection with and in accordance with the arrangements and procedures relating to DRS/Profile, the parties to the Deposit Agreement understand that the Depositary will not determine whether the DTC participant that is claiming to be acting on behalf of an ADS holder in requesting registration of transfer and delivery as described in the paragraph above has the actual authority to act on behalf of the ADS holder (notwithstanding any requirements under the Uniform Commercial Code). In the Deposit Agreement, the parties agree that the Depositary’s reliance on and compliance with instructions received by the Depositary through the DRS/Profile system and in accordance with the Deposit Agreement will not constitute negligence or bad faith on the part of the Depositary.
EX-8.1
3
bbar-20251231xexx81.htm
EX-8.1
Document
Exhibit 8.1
Subsidiaries of BBVA Argentina
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Subsidiary |
Jurisdiction of Incorporation |
Principal Activity |
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| PSA Finance Argentina Compañía Financiera S.A. |
Republic of Argentina |
Financial institution |
BBVA Asset Management Argentina S.A.U. Sociedad Gerente de Fondos Comunes de Inversión |
Republic of Argentina |
Investment fund manager |
Consolidar Administradora de Fondos de Jubilaciones y Pensiones S.A. (undergoing liquidation proceedings) |
Republic of Argentina |
Pension fund manager |
Volkswagen Financial Services Compañía Financiera S.A. |
Republic of Argentina |
Financial institution |
FCA Compañía Financiera S.A |
Republic of Argentina |
Financial institution |
EX-11.1
4
bbar-20251231xexx111.htm
EX-11.1
Document
Exhibit 11.1
General Policy on Conduct in the Securities Markets
1. Introduction
1.1 BBVA Group is an international bank operating in several countries and encompassing a broad spectrum of cultures and regulations.
1.2 A range of objectives and values must be accommodated within this spectrum that are common to the entire financial community. The BBVA Group has adopted these as its own, deeming them to comprise a minimum base on which to maintain the professional ethics of a financial institution.
1.3 All those who are members of the BBVA Group must behave with integrity and responsibility, respecting applicable laws and regulations, with the prudence, transparency in business dealings and professionalism that correspond to the social impact of financial activity and the trust placed in the Group by customers and shareholders.
1.4 The Code of Conduct establishes the behavioral guidelines that we must follow in order to bring our conduct into line with the BBVA Group's values which define our identity and mark the attitudes that, applied on a daily basis by all those who work in the Group, enable us to make our Purpose a reality: to bring the age of opportunity to everyone.
1.5 This Policy is inspired by the Group's values and strategic priorities, which place integrity at the heart of all its activities as a fundamental element of the Group's corporate culture.
1.6 Among the behaviors that form part of the Group's values is that of always acting honestly, in accordance with the law, the rules and BBVA's policies ("We have integrity"), which includes the need to establish general guidelines for action to preserve the integrity of the markets, as well as standards aimed at preventing market abuse and guaranteeing transparency and competition in the markets.
1.7 This Policy, which applies to all BBVA Group employees, develops more specifically the conduct that must be observed in the securities markets, establishing the minimum standards to be respected in the prevention of market abuse, in relation to Inside Information, Market Manipulation, Conflicts of Interest in the area of market abuse and Own-Account Trading by persons within the BBVA Group. Its scope is therefore global.
1.8 In this regard, in each jurisdiction where the BBVA Group is present and carries out activities related to, or that are otherwise relevant to, the securities markets, this Policy must be complemented by a standard for this area (a Code or Internal Standards of Conduct), which will emanate from the Policy itself. This standard, inspired by the principles of the Policy which are configured as minimum standards of conduct, must develop them more specifically, adjusting them, where necessary, to the legal requirements of each jurisdiction. In no case shall the content of this Policy violate the applicable legal provisions; and in all cases, BBVA Group employees must comply with applicable laws.
1.9 Chapters 4 to 9 of the Policy contain general guidelines applicable to the conduct of all persons professionally linked to BBVA. Chapter 10 also includes more specific principles and criteria that will only apply under the terms and conditions specified in the local Code or Internal Standards of Conduct and exclusively to those persons whose role or position in the BBVA Group makes them formally subject to said principles and conditions.
1.10 The content of this Policy shall prevail over any internal standards that may contradict it, except when said standards establish more stringent requirements for conduct.
1.11 Any doubts about how to interpret the Policy contents or that refer to how to resolve situations not specifically described herein, should be clarified by the Compliance Unit.
1.12 In addition, it should be noted that a number of circumstances have changed the financial landscape over recent years. The increase of abusive conduct in the markets, technological changes and developments in the trading of financial instruments or other assets, as well as the emergence of new markets and products, have made it necessary to adapt this Policy to new situations such as the consolidation of remote working or the expansion of crypto-assets as an investment object.
1.13 As a result of its commitment to integrity and market transparency, the BBVA Group has updated this Policy to bring it into line with current legislation, best market practices and the Group's internal regulatory framework.
2. Purpose and scope of application
2.1 Purpose
2.1.1 The Policy defines and sets out the principles and provisions to prevent market abuse and is the pillar of the Group's market abuse programme. The Policy develops more specifically the principles of conduct in the securities markets, establishing the minimum standards to be respected in relation to Inside Information, Market Manipulation, Conflicts of Interest in the area of market abuse and Own-Account Trading by the people who make up the BBVA Group.
2.1.2 This Policy implements at BBVA Argentina the General Policy on Conduct in the Securities Markets approved at the corporate level within the BBVA Group, with such changes as may be required in light of its particular characteristics and the applicable local regulations.
2.2 Scope of application
2.2.1 This Policy shall apply to BBVA Argentina and to all the companies that constitute the BBVA Argentina Group over which the Bank has management control (hereinafter, the Bank and all of them jointly, the "Entities Subject") and, consequently, to all its members, including employees, senior management and members of its governing bodies with the particularities indicated herein for the latter (hereinafter, "Persons Involved").
2.2.2 The scope of this Policy may be extended to entities (and consequently, their relevant persons) that do not belong to the BBVA Argentina Group but provide investment services or engage in activities on securities markets in the name or on account of the Group (e.g. agents or providers of outsourced-services).
2.2.3 In addition, the provisions contained in this Policy shall apply to those financial instruments or other assets listed in this section, including the relevant financial instruments or other assets of any of the entities comprising the BBVA Group and the BBVA Argentina Group (hereinafter "Securities Involved")1, in strict compliance with the rules and regulations of the Argentine Central Bank (BCRA) and other regulators.
2.2.3.1 This includes, but is not limited to, those financial instruments or other assets which are traded on a regulated market or other trading venues which, from time to time, fall within the scope of the applicable securities markets legislation, such as shares and bonds, as well as derivatives thereof, including options, futures, swaps, forward rate agreements and other derivative financial instrument contracts relating to securities, currencies, interest rates, commodities, emission allowances, weather variables, inflation rates or other official economic statistics, or crypto-assets (including those that are in the nature of financial instruments under applicable local law as well as crypto-assets as defined in section 2.2.3.2. below) that may be settled in cash, in kind or by physical delivery.
2.2.3.2 Likewise, and provided that the BCRA or the relevant supervisory authorities so permit, crypto-assets shall be deemed to be included within the scope of the Securities Involved where, by virtue of their
1 Notwithstanding the possibility for the Compliance Unit, for justified reasons, to include other instruments or assets in the concept of Securities Involved or to exclude therefrom some of those mentioned in this Policy.
characteristics and nature, they are capable of constituting an investment object. For these purposes, a crypto-asset shall be understood as the digital representation of a right, asset or security that can be transferred or stored electronically, using distributed registration technologies or other similar technology.
3. General Principles
3.1 BBVA Argentina conducts its business on the basis of the principles of:
–Integrity.
–Prudence in risk management.
–Transparency.
–Achievement of a profitable and sustainable business in the long term.
–Compliance with applicable legislation at all times.
3.2 In addition, within the scope of application of this Policy, BBVA Argentina develops more specifically the behaviors that must be observed in the securities markets and establishes the minimum standards to be respected in the prevention of market abuse, the general principles of which are as follows:
–The prohibition to prepare, carry out or attempt to carry out transactions with Inside Information, as well as the prohibition to unlawfully communicate Inside Information to third parties and to recommend or attempt to recommend to a third party to acquire or dispose of securities or to cause others to acquire securities or to cancel or modify orders already given on the basis of Inside Information.
–The prohibition of Market Manipulation.
–The identification, prevention and management of Conflicts of Interest that may generate a risk of market abuse.
–The actions of Persons Involved in their Own-Account Trading in the securities markets in compliance with the provisions of this Policy.
3.3 These principles will inspire the Internal Regulations emanating from this Policy.
3.4 To this end, the principles are, in turn, specified in the provisions contained in this Policy, which refer to:
–Provisions on the management of Inside Information, which establish its concept, the prohibitions on its use, the obligations of those Persons Involved who have Inside Information, the measures for the control of Inside Information, the exceptions that enable its use, as well as a reference to special activities.
–Provisions on the prohibition of Market Manipulation, which set out the activities and conduct that constitute Market Manipulation, as well as the exceptions and accepted practices.
4. Inside Information
4.1 Definition of Inside Information
4.1.1 For the purposes of this Policy, Inside Information shall be regarded as any information that meets the following requirements:
4.1.1.1 It is of precise nature.
4.1.1.2 It has not been made public.
4.1.1.3 It refers, directly or indirectly, to one or more issuers or one or more financial instruments or derivatives,
4.1.1.4 And if it were made public, it would likely have a significant impact on the prices of the instruments or any derivatives related thereto.
4.1.2 Information on derivative financial instruments related to commodities is considered Inside Information if it meets the following requirements:
4.1.2.1 It is of precise nature.
4.1.2.2 It has not been made public.
4.1.2.3 It refers, directly or indirectly, to one or more of these derivative financial instruments or directly to a spot commodities contract related thereto.
4.1.2.4 And if it were made public, it would be likely to have a significant impact on the prices of such derivative instruments or spot commodity contracts related thereto, provided that it is information that could reasonably be expected to be made public or that must be made public.
4.1.3 With respect to emission allowances or auctioned products based on these rights, it is information of a precise nature that has not been made public, that refers directly or indirectly to one or more of these financial instruments, and that if it were made public, could significantly influence the price of these instruments or derivative financial instruments related to them.
4.1.4 Inside Information also includes information that has not been made public and that a reasonable investor would consider important when deciding whether to buy or sell a security, as well as any other information that may be deemed inside information in accordance with applicable laws and regulations.
4.1.5 Without prejudice to the foregoing sections, and by way of clarification but not limitation, Inside Information often affects the following:
4.1.5.1 A company's profit and loss account.
4.1.5.2 Extraordinary changes to the company's profit and loss account or changes to earnings guidance which has been made public.
4.1.5.3 Transactions that may be carried out by the company, e.g. capital increases or securities issues.
4.1.5.4 Significant mergers or acquisitions.
4.1.5.5 Circumstances which could lead to litigation, disputes or sanctions which may have a significant effect on the expected results.
4.1.5.6 Decisions taken by the authorities prior to these being made public.
4.1.5.7 Information on significant orders to purchase or sell specific securities.
4.1.5.8 Agreements on treasury stock policy, implementation of buy-back programmes or securities stabilization measures.
4.1.5.9 Other facts or similar situations.
4.1.6 With respect to persons in charge of executing orders related to negotiable securities or financial instruments, Inside Information shall also be considered as any information supplied by a customer or by other persons acting on its behalf, as well as information obtained in the course of managing its own account or a managed fund, in connection with their own pending orders in compliance with the requirements of paragraphs 4.1.1 to 4.1.4.
4.1.7 Information shall cease to be considered Inside Information when it is made public through the mechanisms provided for under applicable local law or when it loses its relevance and, therefore, the possibility of influencing the price of the Securities Involved.
4.2 Prohibitions
4.2.1 In order to foster the integrity and transparency of markets, any person who has Inside Information and knows, or should know, that it was information of this type, is prohibited from carrying out the following actions:
4.2.1.1 Engage or attempt to engage in Own-Account Trading on those securities, financial instruments or assets to which the Inside Information directly or indirectly refers, or on any other security, financial instrument, asset or contract of any kind, whether or not negotiable on any secondary market, that has underlying negotiable securities, financial instruments or assets, to which the information is related. It is also prohibited to cancel or modify an order that has been issued before knowledge of the Inside Information.
4.2.1.2 Disclose Inside Information to third parties, except: (a) in the normal exercise of one's work, profession or position; or (b) in the case of accepted exceptions by current legislation, such as the case of a market sounding, through which information is provided to potential investors in a transaction, in compliance with legally established requirements.
4.2.1.3 Recommend or attempt to recommend a third party to acquire or assign securities, financial instruments or assets, or make others acquire them, or cancel or modify orders already issued based on Inside Information.
4.3 Obligations
4.3.1 Any person who has any Inside Information due to their functions in the BBVA Argentina Group shall be subject to the following duties to prevent it being used abusively or unfairly:
4.3.1.1 Notify the possession of the Inside Information to the corresponding Compliance unit as soon as possible.
4.3.1.2 Use Inside Information only for the purposes of the transaction or functions for whose appropriate operation or development it has been transmitted.
4.3.1.3 Safeguard Inside Information, adopting the appropriate measures developed in section 5.3 to prevent its abusive or unfair use, without detriment to the duty to communicate and collaborate with the administrative or judicial authorities envisaged in the applicable regulations.
4.4 Exceptions
4.4.1 The mere possession of Inside Information does not mean that that person has unlawfully used it.
4.4.2 There are a number of exceptions that allow the use or communication of Inside Information, in certain circumstances:
4.4.2.1 Legitimate behaviors:
4.4.2.1.1 Act either as a market maker, a person authorized to act as a counterparty or one authorized to execute orders on account of third parties;
4.4.2.1.2 Carry out a transaction to acquire, transmit or assign financial instruments, and this transaction is carried out in good faith in compliance with a due obligation, and when this obligation derives from an order given or in compliance with a legal provision;
4.4.2.1.3 Having obtained such Inside Information in the course of a takeover bid or merger with a company and using such Inside Information for the sole purpose of carrying out the transaction, provided that at the time of the approval of the merger or acceptance of the bid by the shareholders of the company concerned any Inside Information has become public or has ceased to be Inside Information.
4.4.2.2 Market soundings:
4.4.2.2.1 In addition, there are situations in which, subject to compliance with the requirements set out in the applicable regulations in force, communication of Inside Information is permitted. This is the case of market soundings, in which there may be a communication of Inside Information prior to the announcement of a transaction, by an issuer, a secondary offeror of a financial instrument, and emission allowance participant, or a third party acting on behalf the aforementioned persons, for one or more potential investors, before the announcement of a transaction, if any, to assess their interest in the said transaction.
4.4.2.3 Buy-back programmes and stabilization measures:
4.4.2.3.1 Finally, the prohibitions mentioned in paragraph 4.2.1 above shall not apply to the trading in own shares in buy-back programmes, or to trading in securities or associated instruments related to the stabilization of securities, provided the circumstances outlined in the applicable regulations on market abuse are met.
4.5 Special activities
4.5.1 Persons Involved who engage in or are in any way involved in activities such as the stabilization of securities in public offerings, the execution of liquidity contracts on the issuer's own shares, market soundings, financial analysis, the issuance or dissemination of investment recommendations, discretionary treasury stock trading, activities relating to financial benchmarks - such as their administration, design, use or contribution to them - or trading in own shares and securities lending, should take into account that there may be additional rules and specific internal regulation that apply to them.
4.5.2 In these cases, the Compliance unit or another unit appointed to do so shall communicate directly to such persons the internal regulations that apply to them.
5. Control of Information
5.1 Objectives of the control of information and information barriers
5.1.1 Every BBVA Argentina Group entity must establish the necessary measures in order to:
5.1.1.1 Prevent uncontrolled flow of Inside Information between different Areas or Units of the BBVA Argentina Group.
5.1.1.2 Ensure that decisions related to the Securities Markets are made autonomously within each Area or Unit.
5.1.1.3 Control occurrence and existence of potential Conflicts of Interests in the area of market abuse.
5.1.2 In order to achieve the above objectives, where applicable, a series of mitigation measures and procedures called Information Barriers shall be established, as described below.
5.2 Separate Areas and other Group Areas
5.2.1 Separate Areas or restricted areas of activity shall be established for each of the employees, Units and/or Areas of the BBVA Argentina Group where own portfolio management, third-party portfolio management, financial analysis, investment banking, brokerage in negotiable securities and financial instruments, contribution to financial indices, and any other areas that have access to Inside Information with a certain frequency, are carried out.
5.2.2 The status of a Separate Area implies the establishment of stricter Information Barriers between each Separate Area and the rest of the organization and between each of the Separate Areas, which shall in all cases include measures of physical separation and/or procedural controls specifically designed to ensure the compliance of the objectives indicated in paragraph 5.1.1 above.
5.3 General measures for the protection of Information
5.3.1 In addition to the general duty of confidentiality applicable to non-public information that Persons Involved access in pursuit of their duties or position, any Person Involved who has access to Inside Information must safeguard it, ensuring its appropriate protection and avoiding inappropriate access to persons who, although belonging to the same Area or Unit, should not access it.
5.3.2 In this regard, at least the following measures shall be established at area or unit level:
5.3.2.1 A location and identification procedure of the Securities Involved in respect of which it is in possession of Inside Information and all persons in possession of such information. The corresponding Compliance unit shall use these to maintain Lists of Prohibited Securities and Insiders.
5.3.2.2 Security measures to ensure that the hardware containing the Inside Information (papers, files, digital storage formats, etc.) is not open to uncontrolled access by outsiders.
5.3.2.3 Measures aimed at limiting the knowledge of projects and operations containing Inside Information strictly to those persons, internal or external to the organization, which is indispensable for proper implementation of the project, denying access to any person that should not know such information in the pursuit of their duties.
5.3.2.4 In this area, Persons Involved shall take into account the following special measures:
5.3.2.4.1 No aspect of the projects or transactions that contain Inside Information may be commented upon in public places or in those areas where there is a risk of being overheard by persons who should not know this information.
5.3.2.4.2 Conference rooms must be checked before and after meetings to ensure that no documents containing confidential information remain behind.
5.3.2.4.3 Extreme caution must be taken when using unprotected media, e.g. mobile phones, unrestricted shared network resources or email. In particular, information must not be sent to terminals that are unmanned at time of sending or to which outsiders could have access.
5.3.2.4.4 Insofar as possible, temporary staff should not have access to Inside Information.
5.3.2.4.5 When communicating with a person who is part of a Separate Area, they shall do so following those guidelines and procedures established in internal regulations in order to control the flow of Inside Information.
5.3.2.5 The safeguard measures mentioned in the previous sections shall be applicable regardless of the type of work -office, corporate workplace, remote work, etc.- established at any given time, adapting and assimilating them to the environment in which the Person Involved to such measures performs his or her duties or functions at the BBVA Argentina Group.
5.4 Additional measures to control Information
5.4.1 The Internal Code or Standards of Conduct on the Securities Markets shall outline specific measures to follow at all times for the purposes of ensuring a controlled flow of Inside Information and independent decision-making related to the provision of investment services or the performance of activities in the field of investment markets of listed securities.
6. Market Manipulation
6.1 Introduction
6.1.1 Market Manipulation undermines the confidence of participants in the markets and their proper operation. Avoiding Market Manipulation is an indispensable requirement in the BBVA Argentina Group, as part of its commitment to foster integrity and transparency in the markets in which it operates. All Persons Involved are bound to refrain from engaging in such practices.
6.1.2 Market Manipulation includes the following activities and behaviors:
6.2 Prohibited activities2
6.2.1 Entering or attempt to entering into a transaction, placing an order to trade or any other conducts which:
6.2.1.1 Gives, or is likely to give, false or misleading signals as to the supply of, demand for, or price of, a financial instrument, a related spot commodity contract or an auctioned product based on emission allowances; or
6.2.1.2 Secures, or is likely to secure, the price of one or several financial instruments, a related spot commodity contract or an auctioned product based on emission allowances.
6.2.2 Entering into a transaction, placing an order to trade or any other activity or behavior which affects or is likely to affect the price of one or several financial instruments, a related spot commodity contract or an auctioned product based on emission allowances, which employs a fictitious device or any other form of deception or contrivance;
6.2.3 Disseminating information through the media, social media, internet or by any other means, which gives, or is likely to give, false or misleading signals as to the supply of, demand for, or price of, a financial instrument, a related spot commodity contract or an auctioned product based on emission allowances or secures, or is likely to secure, the price of one or several financial instruments, a related spot commodity contract or an auctioned product based on emission allowances, including the spread of rumors, where the person who made the spread knows or may know that that information is false or misleading.
6.2.4 Transmitting false or misleading information or providing false or misleading inputs in relation to a benchmark where the person who made the transmission or provided the input knew or ought to have known that it was false or misleading, or any other behavior which manipulates the calculation of a benchmark.
2 Regulation M, adopted by the U.S. Securities and Exchange Commission (SEC), generally restricts the BBVA Group, as well as the directors and senior officers of BBVA, from purchasing BBVA shares — including as part of a share buy-back programme — during certain periods while a distribution (as defined in Regulation M) of BBVA shares or of securities convertible into, exchangeable for, or exercisable for BBVA shares is taking place, such as a public offering of such securities.
6.3 Prohibited behaviors
6.3.1 The conduct by a person, or persons acting in collaboration, to secure a dominant position over the supply of or demand for a financial instrument, related spot commodity contracts or auctioned products based on emission allowances which has, or is likely to have, the effect of fixing, directly or indirectly, purchase or sale prices or creates, or is likely to create, other unfair trading conditions;
6.3.2 The buying or selling of financial instruments, at the opening or closing of the market, which has or is likely to have the effect of misleading investors acting on the basis of the prices displayed, including the opening or closing prices;
6.3.3 The placing of orders on a trading venue, including the cancellation or modification of orders, through any available trading methods, including electronic means, such as algorithmic and high-frequency trading strategies that:
6.3.3.1 disrupts or delays the operation of the trading facility used on the trading venue, or makes it more likely to do so,
6.3.3.2 makes it difficult or more likely to make it difficult for others to identify genuine orders on the trading venue's trading facility, in particular by entering orders that result in overloading or destabilizing the order book, or
6.3.3.3 creates, or is likely to create, a false or misleading signal about the supply and demand or the price of a financial instrument, in particular by issuing orders to initiate or exacerbate a trend;
6.3.4 Taking advantage of occasional or regular access to traditional or electronic media, including social media, to express an opinion or disseminate an investment recommendation on a financial instrument, related spot commodity contract or auctioned emission allowance-based product (or, indirectly, on the issuer thereof) after having taken positions in that instrument, contract or auctioned emission allowance-based product, and then to take advantage of the effects that the views expressed have on the price of that instrument, contract or auctioned emission allowance-based product, without having simultaneously disclosed the Conflict of Interest to the public in an adequate and effective manner;
6.3.5 The buying or selling on the secondary market of emission allowances or related derivatives prior to the auction held with the effect of fixing the auction clearing price for the auctioned products at an abnormal or artificial level or misleading bidders bidding in the auctions.
6.4 Exceptions and accepted practices
6.4.1 Market Manipulation is a prohibited practice. However, there are a number of exceptions to this prohibition and accepted market practices by applicable law.
6.4.2 In order to avoid unintentionally prohibiting legitimate forms of financial activity, i.e. where there is no market abuse, it is necessary to recognize certain legitimate conduct. This may include, for example, recognizing the role of market makers when acting in their legitimate capacity to provide liquidity to the market, or the execution of buy-back programmes and the stabilization of securities in public offerings, or discretionary trading of treasury stock, among other exceptions.
6.4.3 In addition to the above exceptions, there are certain accepted market practices, for example, liquidity contracts, which are those where the person executing the transaction, giving the order to trade or otherwise engaging in conduct demonstrates that the reasons for the transaction, order or conduct are legitimate and that it is in accordance with accepted market practices. Persons Involved engaging in accepted market practices shall be governed by the criteria established by the competent authorities.
6.5 Special activities
6.5.1 Persons Involved who carry out or are in any way involved in activities such as the execution of repurchase programmes, the stabilization of securities in public offerings, the execution of liquidity contracts on an issuer's own shares, financial analysis, the issuance or dissemination of investment recommendations, discretionary trading of treasury stock or trading in own shares and securities lending, or activities relating to financial benchmarks -such as their administration, design, use or contribution to them-, among others, should take into account that there may be additional rules and specific internal regulation that apply to them.
6.5.2 In these cases, the Compliance unit, or another appointed to do so, shall directly notify said persons of the specific rules that are applicable.
6.6 Restricted securities
6.6.1 BBVA Argentina's participation in certain projects sometimes entails, especially in the area of investment banking services (public offerings, mergers and acquisitions, financing projects, etc.), the imposition of certain additional restrictions to those described in the previous points, which may limit the activity of different areas or units of the BBVA Argentina Group in relation to certain marketable securities or financial instruments. These restrictions have their origin in regulatory requirements or commitments assumed by the BBVA Argentina Group of a contractual or similar nature and their objective is none other than to prevent market abuse.
6.6.2 BBVA Argentina has an internal procedure for restricted securities that establishes which projects require the application of restrictions, and whose purpose is to reinforce the BBVA Argentina Group's information barriers, mitigate real or perceived Conflicts of Interest in the area of market abuse, prevent transactions that may pose a risk to the BBVA Argentina Group's reputation, and comply with current regulations. The Head of the Area or Unit that carries out projects in line with those established in said procedure, and which therefore require the implementation of restrictions within the BBVA Argentina Group, must inform the Compliance unit of such projects, as established in the Global Restricted Securities List Procedure.
6.6.3 These restrictions may therefore entail limitations on Own-Account Trading for certain groups, as well as limitations on the activities carried out by employees within the Bank in each of the jurisdictions affected, and it is the responsibility of the Compliance unit to establish them in each case, with the participation of the Heads of the Areas or Units, when required, in order to identify the employees who carry out the activities that may be limited in each case.
7. Conflicts of Interest in the Area of Market Abuse
7.1 Concept
7.1.1 In accordance with the BBVA Argentina Group's General Conflicts of Interests Policy, a "Conflict of Interest" shall be considered to be a situation in which a Person Involved3, acting personally or on behalf of the Entity Subject, has two conflicting interests that may adversely affect the performance of his or her duties and responsibilities with respect to the BBVA Argentina Group.
7.1.2 The purpose of this Chapter is to develop the principles set out in the General Conflicts of Interest Policy regarding the prevention of market abuse.
7.1.3 The multiple range of activities that the BBVA Argentina Group carries out simultaneously in the securities markets, as well as the different family, economic, professional or any other type of relationships of the Persons
3 For the purposes of the General Policy on Conflicts of Interest, a Person Involved is considered to be "all members of the Entities Subject, including employees, senior managers and members of their management bodies", and therefore all Persons Involved subject to this Policy are included in this group.
Involved, generate the possibility that, under certain circumstances, Conflicts of Interest may arise that may materialize in a risk of market abuse.
7.2 Identification, prevention and management of Conflicts of Interest
7.2.1 The variety of activities and functions carried out in the sphere of securities markets within the BBVA Argentina Group means that under certain circumstances Conflicts of Interest may arise between different areas of the BBVA Argentina Group itself, as well as between customers and the BBVA Argentina Group itself, including its managers, employees, agents or persons directly or indirectly linked to it by a relationship of control, which may give rise to a risk of market abuse.
7.2.2 Within each Area or Unit, all activities related to securities market operations that may give rise to the appearance of Conflicts of Interest deriving in a risk of market abuse shall be identified for their proper management and mitigation, including activities such as the stabilization of securities in public offerings, the execution of repurchase programmes, the execution of liquidity contracts on an issuer's own shares, market research, financial analysis, the issuance or dissemination of investment recommendations, discretionary trading of treasury shares, activities related to financial benchmarks -such as their administration, design, use or contribution to them- or trading in own shares and securities lending.
7.2.3 When necessary and in order to ensure that decisions are taken autonomously within each Area or Unit and to prevent the appearance of potential Conflicts of Interest, certain mitigating measures shall be adopted, including the implementation of information barriers, the establishment of organizational and remuneration measures or other measures aimed at preventing the improper exchange of information between persons, Areas or Units involved in activities entailing a significant risk of market abuse.
7.2.4 The management and mitigation of Conflicts of Interest that may arise in the performance of the activities mentioned in the present section, as well as other areas that may generate a risk of market abuse, will be developed through specific internal regulations established to regulate each activity.
7.3 Statement of potential Conflicts of Interest
7.3.1 All Persons Involved must report to their hierarchical superior and to the Compliance unit, as soon as it is perceived and prior to the execution of the transaction or conclusion of the business, any situation or circumstance that entails, or may entail, the appearance of a potential Conflict of Interest related to the securities markets, which could generate a potential risk of market abuse and which could therefore compromise their professional objectivity.
7.3.2 The situations indicated in the previous paragraph may include, for example, the economic and family ties of the Person Involved.
8. Definition of Own-Account Trading
8.1 Own-Account Trading refers to transactions over Securities Involved undertaken by or on behalf of Persons Involved, outside the scope of their activities by virtue of their tasks within the BBVA Argentina Group, as well as those transactions carried out by the Persons Involved on behalf of their Related Persons.
8.2 The following are Related Persons:
8.2.1 Persons in a family relationship: Those natural persons inside and outside the family circle, in respect of whose assets they have powers of management, either by virtue of a legal rule or by virtue of a contract.
8.2.2 Persons with whom the Person Involved has close links: Those legal persons controlled by the person himself or by his Related Persons.
8.3 The following shall be considered as Related Persons, namely: the spouse, the partner in a registered cohabitation union (concubino en Unión Convivencial), the children or stepchildren, either minors or adults, who are economically dependent on the Person Involved, persons whose relationship is such that they have a significant direct or indirect interest in the outcome of the Person Involved's Own-Account Trading4, the companies effectively controlled by the Person Involved and/or any of their Related Persons and any other natural or legal person on whose behalf the Person Involved carries out transactions in Securities Involved.
9. General restrictions applicable to Own-Account Trading
9.1. To ensure that the Own-Account Trading of Persons Involved is carried out in accordance with applicable legal regulations and to promote transparency in the markets while preserving, at all times, the interests of investors, the following principles of conduct are set out for all Persons Involved conducting Own-Account Trading involving Securities Involved.
9.2 Persons Involved shall not carry out Own-Account Trading in Securities Involved:
9.2.1 That involves improper use of Inside Information under the provisions stipulated in section 4.2.1.1 of this Policy.
9.2.2 Involving the preparation or performance of practices that constitute Market Manipulation, under the terms provided for in the applicable regulations and this Policy.
9.2.3 That involves improper use or disclosure of confidential information.
9.2.4 That enter or may enter into conflict with an obligation of the entity under current legislation on the securities market.
9.3 They must also refrain from advising, recommending or assisting another person, regardless of the normal performance of their work to carry out a transaction with Securities Involved that, if it were an Own-Account Trading, would be prohibited in accordance with what is established in paragraph 9.2 above.
9.4 Except in the normal course of their work, and, in any such event, only in compliance with this Policy and applicable laws, they must refrain from communicating any information or opinion to third parties where it is suspected that, as a result of such information or opinion, the third party in question could perform or advise or assist another person to perform any of the actions described in the previous paragraphs.
10. Restrictions applicable to Own-Account Trading by certain Persons Involved specifically subject to Internal Standards on Conduct in Securities Markets
10.1. Within the BBVA Argentina Group's entities, the group of Persons Involved who, because of their position or role, are determined to fall within its scope shall be specifically subject to Internal Standards of Conduct (hereinafter Persons Subject).
10.2 Among other matters, this group of Persons Subject shall be subject, at least, to the additional restrictions mentioned below, as well as to any other restrictions contained in the Internal Standards of Conduct applicable to them.
10.3 The Related Persons of the Members of the Boards of Directors of the Entities Subject to the Internal Standards of Conduct and those of the Senior Management members shall be subject to the same restrictions that apply to the Person Subject. The Compliance unit may determine that the Related Persons of other groups of the
4 No interest shall be deemed to exist for the mere collection of fees or commissions due for the execution of such transactions.
Persons Subject are also subject to the same restrictions that apply to the Person Subject, with prior notification to the affected Persons Subject.
10.4 The following are general restrictions that all Internal Standards of Conduct on the Securities Markets of the BBVA Argentina Group should contain:
10.4.1 Continuously maintain their respective Compliance unit informed of any Own-Account Trading made on those Securities Involved that have been identified.
10.4.2 Maintain in their portfolio, prior to disposal or cancellation, the BBVA or BBVA Argentina securities or derivative instruments whose underlying security is BBVA or BBVA Argentina for a minimum period of twenty stock-exchange trading sessions.
10.5 The Internal Standards of Conduct shall describe the additional restrictions of a special nature (prior notification or authorization of Own-Account Trading, minimum holding periods, restrictions on BBVA Group and BBVA Argentina Group securities in limited periods prior to the publication of financial statements, etc.) that may be imposed on certain groups of Persons Subject.
11. Governance and monitoring model
11.1 The update of this Policy was approved by the Board of Directors of BBVA Argentina on December 16, 2025, following its submission to the Board’s Risk Committee, and will come into force on the day after its approval. This Policy will be applicable until the Board of Directors agrees to amend it or approve a new one to replace it.
11.2 This Policy has been drafted and coordinated by the Compliance Unit.
11.3 The person responsible for Internal Control and Compliance Area will be responsible for this Policy at the executive level. As such, he or she will be charged with submitting the Policy for approval, publishing it and promoting awareness of it on the part of Persons Involved to it, and, where appropriate, extending it to the applicable related companies within the BBVA Argentina Group.
11.4 The person responsible for the Policy will know its degree of application, based on the information provided by those responsible for the areas to which it applies, and will adopt any necessary measures in the event it is not being applied properly, reporting this accordingly.
11.5 For their part, those responsible for the areas affected by the Policy will provide, in their respective areas of responsibility and where appropriate, sufficient means, systems and organization to facilitate its compliance.
11.6 In order to comply with the obligations to detect and report suspicious transactions of market abuse to the competent authorities to which the BBVA Argentina Group is subject in accordance with the regulations in force, Persons Involved must cooperate with Compliance, providing the information required to them in the framework of an investigation process, as well as guaranteeing the confidentiality of the process. In this regard, Compliance shall be responsible for providing the necessary guidelines to those Persons Involved whose collaboration is required, as well as for resolving any doubts that may arise during the investigation process.
11.7 The degree of compliance with this Policy and the development thereof will be monitored in accordance with the Internal Control Model. The various control functions of the BBVA Argentina Group will cooperate actively and regularly in the supervision of the application of this Policy, in accordance with the powers vested in them.
11.8 The Board of Directors, as the Company's highest supervisory body, shall supervise the application of the Policy, either directly or through the Board’s delegated Risk Committee, on the basis of the periodic or ad hoc reports received from the heads of the Compliance Unit of the Internal Control and Compliance area, from the Internal Audit area and, where appropriate, from the heads of the different control functions existing in BBVA Argentina.
11.9 At least once a year, or upon the occurrence of any event requiring changes to this Policy, the Compliance Unit shall review it and submit for the consideration of the Bank's corporate bodies such updates and amendments as may be deemed necessary or advisable from time to time.
11.10 Any failure to comply with the provisions of this Policy or other Internal Regulations that develop it may lead, in the case of Persons Involved, to the initiation of disciplinary proceedings and even to the termination of the employment or commercial relationship, in accordance with applicable legislation.
11.11 Any persons having knowledge, an indication or a suspicion of an action or situation related to the Company which, although not within the scope of their responsibility, may contravene this Policy, the Internal Regulations implementing the same or established values and guidelines must communicate such matter through the appropriate channels, which include, in all cases, the Whistleblowing Channel as per the steps specified in the Code of Conduct.
Glossary
•BBVA: Banco Bilbao Vizcaya Argentaria, S.A., as the parent company of the BBVA Group.
•BBVA Argentina, the Company or the Bank: Banco BBVA Argentina S.A., as the parent company of the BBVA Argentina Group.
•BBVA Argentina Group: are companies of the BBVA Argentina Group where Banco BBVA Argentina has at least a 51% interest in their stock capital.
•BBVA Group: An international financial group comprised of BBVA, as the parent company, and other legally distinct companies and branches, principally dedicated to the performance of banking activities and other activities directly or indirectly related thereto.
•Conflicts of Interest: a "Conflict of Interest" is a situation in which a Person Involved, acting personally or on behalf of the Entity Subject, has two conflicting interests that may adversely affect the performance of his or her duties and responsibilities with respect to the BBVA Argentina Group.
•Entity Subject: BBVA Argentina and all companies that form part of the BBVA Argentina Group with respect to which the Bank exercises control over management.
•Information Barriers: A series of mitigation measures and procedures aimed at: i) preventing the uncontrolled flow of Inside Information between the different Areas or Units that make up the BBVA Argentina Group; ii) ensuring that decisions to be adopted in the Securities Markets are taken autonomously within each Area or Unit; and iii) controlling the appearance and existence of potential Conflicts of Interest in the area of market abuse.
•Internal Standards of Conduct: Standard (Code or Internal Standards of Conduct) that emanates from the Policy and that more specifically develops the principles set out in the Policy.
•Person Involved: all members of BBVA Argentina and all the companies that make up the BBVA Argentina Group over which the Bank has management control.
•Market Manipulation: Includes all those prohibited activities and prohibited conduct listed in sections 6.2. and 6.3. of this Policy.
•Persons Subject: a specific group of Persons Involved who, by virtue of their position or function, are specifically subject to the Internal Standards of Conduct.
•Securities Involved: those financial instruments or other assets to which the provisions contained in this Policy apply.
•Separate Areas: Separate or restricted areas of activity shall be established for each of the employees, Units and/or Areas of the BBVA Argentina Group where own portfolio management, third-party portfolio management, financial analysis, investment banking, brokerage in negotiable securities and financial instruments, contribution to financial indices, and any other areas that have access to Inside Information with a certain frequency, are carried out.
EX-12.1
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bbar-20251231xexx121.htm
EX-12.1
Document
Exhibit 12.1
Certification of Chief Executive Officer
I, Jorge Alberto Bledel, certify that:
1.I have reviewed this annual report on Form 20-F of Banco BBVA Argentina S.A.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
4.The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
5.The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.
Date: April 9, 2026
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/s/ Jorge Alberto Bledel |
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Name: Jorge Alberto Bledel
Title: Chief Executive Officer
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EX-12.2
6
bbar-20251231xexx122.htm
EX-12.2
Document
Exhibit 12.2
Certification of Chief Financial Officer
I, Carmen Morillo Arroyo, certify that:
1.I have reviewed this annual report on Form 20-F of Banco BBVA Argentina S.A.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
4.The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
5.The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.
Date: April 9, 2026
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/s/ Carmen Morillo Arroyo |
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Name: Carmen Morillo Arroyo
Title: Chief Financial Officer
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EX-13.1
7
bbar-20251231xexx131.htm
EX-13.1
Document
Exhibit 13.1
Certification by CEO and CFO pursuant to Section
1350, as adopted pursuant to Section 906 of the
Sarbanes – Oxley Act of 2002
The certification set forth below is being submitted in connection with Banco BBVA Argentina S.A.’s annual report on Form 20-F for the year ended December 31, 2025 (the “Annual Report”) for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Section 1350 of Chapter 63 of Title 18 of the United States Code as adopted pursuant to Section 906 of the Sarbanes – Oxley Act of 2002.
Jorge Alberto Bledel, the Chief Executive Officer and Carmen Morillo Arroyo, the Chief Financial Officer of Banco BBVA Argentina S.A., each certifies that, to the best of his or her knowledge:
1.the Annual Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and
2.the information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of Banco BBVA Argentina S.A.
Date: April 9, 2026
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/s/ Jorge Alberto Bledel |
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Name: Jorge Alberto Bledel
Title: Chief Executive Officer
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/s/ Carmen Morillo Arroyo |
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Name: Carmen Morillo Arroyo
Title: Chief Financial Officer
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