Carlos M. Della Paolera 261, 9th Floor, (C1001ADA) - City of Buenos
Aires, Argentina
(Name,
Telephone, E-mail and/or Facsimile number and Address of Company
Contact Person)
Securities
registered or to be registered pursuant to Section 12 (b) of the
Act.
Title of each class
Trading Symbol
Name of each exchange on which registered
Global
Depositary Shares, each representing ten shares of Common
Stock
IRS
New
York Stock Exchange
Common
Stock, par value ARS 10.00 per share
New
York Stock Exchange*
*Not
for trading, but only in connection with the registration of Global
Depositary Shares, pursuant to the requirements of the Securities
and Exchange Commission.
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: 762,520,793.
Indicate
by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act:
☐ Yes ☒ 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.
☒ Yes ☐ No
Note:
Checking the box above will not relieve any registrant required to
file reports pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 from their obligations under those
Sections
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: ☒
Yes ☐ 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).
☒ Yes ☐
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.:
Large
accelerated filer ☐
Accelerated
filer ☒
Non-accelerated
filer ☐
Emerging
growth company ☐
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.
☐
†
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. ☒
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. ☐
Indicate
by checkmark 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 period pursuant to §240.10D-1(b).
☐
Indicate
by check mark which basis of accounting the registrant has used to
prepare the financial statements included in this
filing:
U.S.
GAAP ☐
International
Financial Reporting Standards as issued by the International
Accounting Standards Board included in this filing: ☒
Other
☐
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:
Item 17
☐ 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):
☐ Yes ☒ No
(APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST
FIVE YEARS)
Indicate
by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of
securities under a plan confirmed by the court. Yes☐ No ☐
Please send copies of notices and communications from the
Securities and Exchange Commission to:
Carolina
Zang
Juan M.
Naveira
Zang
Bergel & Viñes Abogados
Simpson
Thacher & Bartlett LLP
Eduardo
Madero Avenue 942, 25th Floor
C1106ACW
City of Buenos Aires
Argentina
425
Lexington Avenue
New
York, NY 10017
United
States of America
EXPLANATORY NOTE
The
Company is filing this Amendment No. 1 (this
“Amendment”) to its annual report on Form 20-F for the
fiscal year ended June 30, 2025, as filed with the U.S. Securities
and Exchange Commission (the “SEC”) on October 24, 2025
(the “2025 Form 20-F”). The Company is filing this
Amendment to provide separate unaudited consolidated financial
statements and related notes of Banco Hipotecario S.A.
(“Banco Hipotecario”) as of and for the fiscal year
ended December 31, 2025 (the “2025 Unaudited Financial
Statements of Banco Hipotecario”) and separate audited
consolidated financial statements and related notes of Banco
Hipotecario S.A. as of and for the fiscal year ended December 31,
2024, including the report of independent auditor relating thereto
(the “2024 Audited Financial Statements of Banco
Hipotecario” and, together with the 2025 Unaudited Financial
Statements of Banco Hipotecario, the “Financial Statements of
Banco Hipotecario”), as required under Rule 3-09 of
Regulation S-X under the U.S. Securities Exchange Act of 1934, as
amended (the “Exchange Act”). Banco Hipotecario was a
significant subsidiary of the Company under Rule 3-09 of Regulation
S-X under the Exchange Act for the Company’s fiscal year
ended June 30, 2024, but not for the Company’s fiscal year
ended June 30, 2025.
This
Amendment consists solely of the cover page, this explanatory note,
the Financial Statements of Banco Hipotecario, and certifications
of our chief executive officer and chief financial officer. Other
than as expressly set forth herein, this Amendment does not, and
does not purport to, amend, update or restate the information in
any part of the 2025 Form 20-F or reflect any events that have
occurred after the 2025 Form 20-F was filed on October 24, 2025.
The filing of this Amendment, and the inclusion of newly executed
certifications, should not be understood to mean that any other
statements contained in the 2025 Form 20-F are true and complete as
of any date subsequent to October 24, 2025.
This
Amendment should be read in conjunction with the 2025 Form 20-F and
our other filings with the SEC.
1
PART
III
ITEM 19. Exhibits
INDEX OF EXHIBITS
Exhibit No.
Description of Exhibit
1.1(23)
Amended
and restated “Estatutos” of the registrant,
which serve as the registrant’s articles of incorporation and
bylaws, and an English translation thereof.
2.1(1)
Deposit
Agreement among us, The Bank of New York Mellon, as Depositary, and
the holders from time to time of Global Depositary Receipts issued
there under.
2.2(18)
Warrant
Agent Agreement dated as of April 29, 2021, between IRSA
Inversiones y Representaciones Sociedad Anónima, and
Computershare, Inc. and Computershare Trust Company N.A.,
collectively as warrant agent.
2.3(20)
Indenture
between IRSA Inversiones y Representaciones Sociedad Anónima,
as Issuer, The Bank of New York Mellon as Trustee, Co-Registrar,
Principal Paying Agent and Transfer Agent, and Banco Santander
Argentina S.A. as Registrar, Paying Agent, Transfer Agent and
Representative of the Trustee in Argentina, dated as of July 8,
2022, pursuant to which USD 171,202,815 of 8.750% Senior Notes due
2028 were issued.
2.4(21)
First
Supplemental Indenture between IRSA Inversiones y Representaciones
Sociedad Anónima, as Issuer, The Bank of New York Mellon, as
Trustee, Co-Registrar, Principal Paying Agent and Transfer Agent,
and Banco Santander Argentina S.A. as Registrar, Paying Agent,
Transfer Agent and Representative of the Trustee in Argentina,
dated as of December 30, 2022.
2.5(23)
Indenture
between IRSA Inversiones y Representaciones Sociedad Anónima,
as Issuer, The Bank of New York Mellon as Trustee, Co-Registrar,
Paying Agent and Transfer Agent, and Banco Santander Argentina S.A.
as Registrar, Paying Agent, Transfer Agent and Representative of
the Trustee in Argentina, dated as of March 31, 2025, pursuant to
which USD 300,000,000 of 8.000% Senior Notes due 2035 were
issued.
4.1(2)
Agreement
for the exchange of Corporate Service between us, IRSA and CRESUD
dated June 30, 2004.
4.2(4)
English
translation of the Amendment to the Agreement for the exchange of
Corporate Service between us, IRSA and CRESUD dated August 23,
2007.
4.3(5)
English
translation of the Second Agreement for the Implementation of the
Amendment to the Corporate Services Master Agreement, dated August
14, 2008.
4.4(6)
English
translation of the Third Agreement for the Implementation of the
Amendment to the Corporate Services Master Agreement, dated
November 27, 2009.
4.5(7)
English
translation of the Amendment to the Agreement for the exchange of
Corporate Service between us, IRSA and CRESUD, dated March 12,
2010.
4.6(8)
English
translation of the Amendment to the Agreement for the exchange of
Corporate Service between us, IRSA and CRESUD, dated July 11,
2011.
4.7(9)
English
translation of the Fifth Agreement for the implementation of
Amendments to the Corporate Services Master Agreement, October 15,
2012.
4.8(10)
English
translation of the Sixth Agreement for the Implementation of the
Amendment to the Corporate Services Master Agreement dated November
12, 2013.
4.9(11)
English
translation of the Second Amendment to the exchange of Operating
Services Agreement between the Company, CRESUD and Alto
Palermo, dated February 24, 2014.
4.10(12)
English
translation of the Seventh Agreement for the Implementation of the
Amendment to the Corporate Services Master Agreement dated February
18, 2015.
4.11(13)
English
translation of the Eighth Agreement for the Implementation of the
Amendment to the Corporate Services Master Agreement dated November
12, 2015.
4.12(14)
English
translation of the Ninth Agreement for the Implementation of the
Amendment to the Corporate Services Master Agreement dated May 5,
2017.
4.13(15)
English
translation of the Tenth Agreement for the Implementation of the
Amendment to the Corporate Services Master Agreement dated June 29,
2018.
4.14(16)
English
translation of the Eleventh Agreement for the Implementation of the
Amendment to the Corporate Services Master Agreement dated June 28,
2019.
4.15(17)
English
translation of the Twelfth Agreement
for the Implementation of the Amendment to the Agreement for the
Exchange of Corporate Services between us, IRSA and CRESUD,
dated June 30, 2020.
4.16(19)
English
translation of the Thirteenth Agreement for the Implementation of the Amendment
to the Agreement for the Exchange of Corporate Services between us,
IRSA and CRESUD, dated June 30, 2021.
4.17(20)
English
translation of the Fourteenth Agreement for the Implementation of
the Amendment to the Agreement for the Exchange of Corporate
Services between IRSA and CRESUD, dated July 12, 2022.
4.18(20)
English
translation of the Fifteenth Agreement for the Implementation of
the Amendment to the Agreement for the Exchange of Corporate
Services between IRSA and CRESUD, dated July 14, 2023.
4.19(22)
English
translation of the Sixteenth Agreement for the Implementation of
the Amendment to the Agreement for the Exchange of Corporate
Services between IRSA and CRESUD, dated August 20,
2024.
4.20(23)
English
translation of the Seventeenth Agreement for the Implementation of
the Amendment to the Agreement for the Exchange of Corporate
Services between IRSA and CRESUD, dated September 30,
2025.
8.1(23)
List of
Subsidiaries.
11.1(3)
Code of
Ethics of the Company.
12.1*
Certification
pursuant to Section 302 of the Sarbanes-Oxley Act
2002.
12.2*
Certification
pursuant to Section 302 of the Sarbanes-Oxley Act
2002.
13.1*
Certification
pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
13.2*
Certification
pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
97(22)
Incentive
Compensation Clawback Policy.
99.1(23)
Consent of independent appraiser Newmark.
99.2(23)
Summary of investment properties by type as of June 30, 2025 (in
accordance with Regulation S-X 12-28 (1)).
99.3*
Unaudited
consolidated financial statements of Banco Hipotecario S.A. as of
and for the fiscal year ended December 31, 2025 and audited
consolidated financial statements of Banco Hipotecario S.A. as of
and for the fiscal year ended December 31, 2024.
* Indicates
documents filed herewith.
(1) Incorporated
herein by reference to the same-numbered exhibit to the
registrant’s registration statement on Form 20-F (File
N° 000-30982).
(2) Incorporated
herein by reference to the registrant’s registration
statement on Form 6-K (SEC File N° 000-30982).
(3) Incorporated
herein by reference to the registrant’s registration
statement on Form 6-K reported on August 1, 2005.
(4) Incorporated
herein by reference to the Annual Report on Form 20-F (File
N° 1280-30982) filed with the SEC on December 27,
2007.
(5) Incorporated
herein by reference to the Annual Report on Form 20-F (File
N° 1280-30982) filed with the SEC on December 30,
2008.
(6) Incorporated
herein by reference to the Annual Report on Form 20-F (File
N° 1280-30982) filed with the SEC on December 30,
2009.
(7) Incorporated
herein by reference to the Annual Report on Form 20-F (File N°
1280-30982) filed with the SEC on December 30, 2010.
(8) Incorporated
herein by reference to the Annual Report on Form 20-F (File N°
1280-30982) filed with the SEC on December 28, 2011.
(9) Incorporated
herein by reference to the Annual Report on Form 20-F (File N°
1280-30982) filed with the SEC on October 26, 2012.
(10) Incorporated
herein by reference to the Annual Report on Form 20-F (File N°
1280-30982) filed with the SEC on October 31, 2014.
(11) Incorporated
herein by reference to the Annual Report on Form 20-F (File N°
1280-30982) filed with the SEC on November 17, 2015.
(12) Incorporated
herein by reference to the Annual Report on Form 20-F (File N°
1280-30982) filed with the SEC on November 17, 2015.
(13) Incorporated
herein by reference to the Annual Report on Form 20-F (File N°
1280-30982) filed with the SEC on November 1, 2016.
(14) Incorporated
herein by reference to the Annual Report on Form 20-F (File N°
1280-30982) filed with the SEC on October 31, 2017.
(15) Incorporated
herein by reference to the Annual Report on Form 20-F (File N°
1280-30982) filed with the SEC on October 31, 2018.
(16) Incorporated
herein by reference to the Annual Report on Form 20-F (File N°
1280-30982) filed with the SEC on October 31, 2019.
(17) Incorporated
herein by reference to the Annual Report on Form 20-F (File N°
1280-30982) filed with the SEC on November 16, 2020.
(18) Incorporated
by reference to the registrant’s registration statement on
Form 8-A filed on May 26, 2021.
(19) Incorporated
herein by reference to the Annual Report on Form 20-F (File N°
1280-30982) filed with the SEC on October 20, 2021.
(20) Incorporated
herein by reference to the Annual Report on Form 20-F (File N°
1280-30982) filed with the SEC on October 26, 2022.
(21) Incorporated
herein by reference to the Annual Report on Form 20-F (File N°
1280-30982) filed with the SEC on October 20, 2023.
(22) Incorporated
herein by reference to the Annual Report on Form 20-F (File N°
1280-30982) filed with the SEC on October 23, 2024.
(23) Incorporated
herein by reference to the Annual Report on Form 20-F (File N°
1280-30982) filed with the SEC on October 24, 2025.
2
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 Amendment No. 1 to the 2025 Form 20-F
on its behalf.
IRSA Inversiones y Representaciones Sociedad
Anónima