FORM 6-K
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Report
of Foreign Issuer
Pursuant
to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934
For the month
of April 2026
Commission File Number:
001-12568
BBVA Argentina
Bank S.A.
(Translation
of registrant’s name into English)
111 Córdoba
Av, C1054AAA
Buenos
Aires, Argentina
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form
20-F ☒ Form 40-F ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b) (1):
Yes
☐ No ☒
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes
☐ No ☒
Indicate
by check mark whether by furnishing the information contained in this Form, the Registrant is also thereby furnishing the information
to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
Yes
☐ No ☒
If “Yes”
is marked, indicate below the file number assigned to the registrant in connection with
Rule 12g3-2(b):
N/A
BBVA Argentina
Bank S.A.
TABLE OF CONTENTS
Item
1.-
Summary of General Ordinary and Extraordinary Shareholder Meeting
2.-
List of members of the Board of Directors,
the
supervisory committee and the external auditor
SUMMARY OF Banco
BBVA Argentina S.A. (“BBVA ARGENTINA”) ANNUAL GENERAL ORDINARY / EXTRAORDINARY SHAREHOLDERS MEETING HELD, ON FIRST
CALL, ON APRIL 28, 2026.
Banco BBVA Argentina S.A.ʼs President, Lorenzo
de Cristóbal de Nicolás, called the Meeting to order at 15.11 p.m., on April 28, 2026, and assumed the chairmanship of the
Meeting.
According to the “Deposit of Shares and Record
of Attendance at General Meetings” book, the Meeting held on first call, was attended by 7 shareholders, 2 per se and 5 represented
by proxies, who registered a holding of 543.304.449 ordinary book-entry shares, with one vote per share and one peso par value each, representing
an equal amount of capital stock in pesos, resulting in a presence of 88,67 % on a capital stock of pesos 612.710.079, thus complying
with the legal and statutory quorum.
Félix Ariel Schmutz, certified public accountant,
who attended on behalf of Bolsas y Mercados Argentinos S.A. and María Pía D´ Amelio, of the Comisión Nacional
de Valores (Argentine Securities and Exchange Commission or “CNV”), participated in the meeting.
Consequently, having complied with all of the
legal and statutory requirements,
the Chairman hereby declares that the meeting has been
duly convened and validly constituted, and states that, for the purposes of considering items 4, 5 and 14 of the Agenda, this meeting
shall convene as an Extraordinary General Meeting. The items provided for in the Agenda were considered, the voting of which originated
the results informed below.
1°)
Appointment of two shareholders to prepare and sign the Meeting minutes, together with the First Vice President of the Board.
The majority of attending votes approved
the appointment of Banco Bilbao Vizcaya Argentaria S.A. and BBV América S.L. proxies to prepare and sign the minutes together with
the Board of Directors First Vice-president, Mr. Jorge Delfín Luna.
The counting of votes showed the figures
mentioned below:
Positive votes: 542.986.233
Votes against: 161.031
Abstentions: 157.185
2°) Consideration
of the Integrated Annual Report, Financial Statements, Supplementary Information and other Accounting Information, Report of the Supervisory
Committee and Auditor Report related to corporate Fiscal Year No. 151, ended on December 31, 2025.
The
Integrated Annual Report, Financial Statements, supplementary information and other accounting information, Report of the Supervisory
Committee and Auditor Reports related to corporate Fiscal Year No. 151, ended on December 31, 2025 were approved by the majority of votes
attending the Meeting.
The counting of votes showed the figures
mentioned below:
Positive votes: 543.073.938
Votes against: 162.696
Abstentions: 67.815
3°) Consideration
of the management of the Board of Directors, General Manager and the Supervisory Committee, corresponding
to the Fiscal Year 151 ended December 31, 2025.
The managements of the Board of Directors,
General Manager and the Supervisory Committee during fiscal year 2025 were approved by the majority of attending votes.
The counting of votes showed the figures
mentioned below:
Positive votes: 542.838.156
Votes against: 177.264
Abstentions: 289.029
4°)
Consideration of the results of the corporate Fiscal Year 151 ended on December 31, 2025. Treatment
of the Retained Results as of December 31, 2025 in the amount of AR$ 249,991,362,885. It is proposed to apply: A) AR$ 49,998,272,577 to
Legal Reserve; and B) AR$ 199,993,090,308 to the voluntary reserve for future distribution of results pursuant the Argentine Central Bank
Rules on “Distribution of Results”, Ordered Text.
The following was approved by the majority of the votes
attending the Meeting: (a) the result of the fiscal year, that amounts to AR$ 249,991,362,885;
(b) Allocate the retained results as of December 31, 2025 in the amount of AR$ 249,991,362,885
shall be applied: (i) AR$ 49.998.272.577 to Legal Reserve; and (ii) AR$ 199.993.090.308
to voluntary reserve for future distribution of results.
The counting of votes showed the figures
mentioned below:
Positive votes: 542.957.736
Votes against: 186.300
Abstentions: 160.413
5°) Partial
write-off of the "Optional Reserve for future distributions of Income", in the amount of AR$ 63,057,000,000, for the distribution
of a dividend to be paid in cash and/or in kind, or in any combination of both, subject to the prior authorization of the Argentine Central
Bank and in accordance with the terms and conditions set forth by such entity. Delegation to the Board of Directors of the powers to determine
the form, terms, negotiable securities to be delivered (if any) and other terms and conditions for the payment of dividends to the shareholders.
It was approved by a majority of the attending votes
as follows: a) the partial write-off of the optional reserve for future distribution of results in the sum - expressed in homogeneous
currency as of December 31, 2025 - of AR$ 63,057,000,000, for the payment of a dividend
in cash and/or in kind, or in any combination of both, subject to prior authorization from the Central Bank of the Argentine Republic
and in accordance with the terms and conditions set forth by such entity. This sum amounts in homogeneous currency as of March 31st,
2026 to AR$ 69,011,025,123 based on the last consumer price index published by the INDEC; and b) that the Board of Directors be granted
the delegation of powers contemplated in this item of the Agenda, so that, in accordance with the Argentine Central Bank rules, once authorization
has been obtained, it may determine the opportunity, modality, terms, marketable securities to be delivered (if any) and other terms and
conditions for the payment of the dividends to the shareholders, as well as to designate authorized persons for the necessary filings
before the corresponding agencies.
The counting of votes showed the figures
mentioned below:
Positive votes: 542.955.384
Votes against: 184.221
Abstentions: 164.844
6°) CONSIDERATION OF THE BOARD REMUNERATION
CORRESPONDING TO THE FISCAL YEAR 151, ENDED ON DECEMBER 31, 2025.
The
following issues were approved by the majority of the attending votes: a) the fees and remunerations received by the Directors during
the fiscal year 151 ended on December 31, 2025 in the amount of AR$ 605,051,736.96; and b) the authorization to the Board of Directors
to make advances on account of fees, ad-referendum of what decides the Shareholders' Meeting that considers the documentation for the
2026 financial year.
The representative of the shareholder ANSES FGS Law
26425, indicated the willingness of his represented to approve the amount collected as fees for the year ended 31 December 2025, and to
refrain from authorizing the Board of Directors to make advances on account of fees, ad-referendum of what the Shareholders' Meeting decides
regarding the documentation for the year 2026.
The counting of votes for the approval of
the amount received as fees for the year ended December 31, 2025, showed the figures mentioned below:
Positive votes: 542.328.714
Votes against: 851.616
Abstentions: 124.119
The counting
of votes for the authorization to the Board of Directors to make advances on account of fees, ad-referendum of what decides the Shareholders'
Meeting that considers the documentation for the 2026 financial year, showed the figures mentioned below:
Positive votes: 493.841.066
Votes against: 851.616
Abstentions: 48.611.767
7°) CONSIDERATION OF THE SUPERVISORY
COMMITTEE REMUNERATION CORRESPONDING TO THE FISCAL YEAR 151, ENDED ON DECEMBER 31, 2025.
The
following issues were approved by the majority of the attending votes: a) the fees received by the
members of the Supervisory Committee for fiscal year No. 151 ended December 31, 2025 for up to AR$ 80,611,838.13 and b) the authorization
to the Board of Directors to make advances on account of fees, ad-referendum of what decides the Shareholders' Meeting that considers
the documentation for the 2026 financial year.
The representative of the shareholder ANSES FGS Law
26425, indicated the willingness of his represented to approve the amount collected as fees for the year ended 31 December 2025, and to
refrain from authorizing the Board of Directors to make advances on account of fees, ad-referendum of what the Shareholders' Meeting decides
regarding the documentation for the year 2026.
The counting of votes for the approval of
the amount received as fees for the year ended December 31, 2025, showed the figures mentioned below:
Positive votes: 542.295.372
Votes against: 836.523
Abstentions: 172.554
The counting
of votes for the authorization to the Board of Directors to make advances on account of fees, ad-referendum of what decides the Shareholders'
Meeting that considers the documentation for the 2026 financial year, showed the figures mentioned below:
Positive votes: 493.807.724
Votes against: 836.523
Abstentions: 48.660.202
8°) DETERMINATION OF THE NUMBER OF MEMBERS OF
THE BOARD OF DIRECTORS.
It was approved by the majority of votes
attending the Meeting, that the Board of Directors be conformed by seven Directors and three Alternate Directors.
The counting of votes showed the figures
mentioned below:
Positive votes: 470.903.744
Votes against: 6.018.900
Abstentions: 66.381.805
9°) ELECTION OF DIRECTORS, AS APPROPRIATE,
DEPENDING ON WHAT IS RESOLVED IN RESPECT OF THE PRECEDING POINT. AUTHORIZATION FOR CARRYING OUT THE PROCEEDINGS AND FILINGS AND REGISTRATION
OF THE ADOPTED RESOLUTIONS.
The following issues were approved by the
majority of attending votes:
(a) that the required certification be effected,
according to the recommendation of the Appointments and Remuneration Committee
(b) that Mr. Carlos Eduardo Elizalde, currently
Alternate Director, be appointed as Regular Director, replacing Adriana María Fernández de Melero, until December 31, 2028;
(c) that Mr. Jorge Delfín Luna, Ignacio
Javier Lacasta Casado, and Gustavo Alberto Mazzolini Casas be re-elected as Regular Directors, until December 31, 2028;
(d) that Ms. María Soledad Duro Ruiz
be appointed as Alternate Director, to fill the vacancy generated by the designation of Mr. Carlos Eduardo Elizalde as Regular Director,
until December 31, 2027.
(e) that it be recorded that Mr. Ignacio
Javier Lacasta Casado and Mr. Carlos Eduardo Elizalde are independent directors, while Messrs. Jorge Delfín Luna, Gustavo Alberto
Mazzolini Casas, and Ms. María Soledad Duro Ruiz are non-independent directors, pursuant to the applicable local and foreign regulations;
and
(f) any of the Company ̓s Directors
be authorized, with the broadest powers, to notarize and/or carry out any necessary and/or convenient act in order to implement and submit
the resolutions approved by the Meeting before the CNV and proceed to the registration with the corresponding Public Registry in charge
of the Inspección General de Justicia (companies registrations authority).
The counting of votes showed the figures
mentioned below:
Positive votes: 471.104.087
Votes against: 5.613.705
Abstentions: 66.586.657
10°)
ELECTION OF THREE REGULAR MEMBERS AND THREE ALTERNATE MEMBERS TO INTEGRATE THE SUPERVISORY COMMITTEE DURING THE CURRENT
FISCAL YEAR.
The
shareholder, Banco Bilbao Vizcaya Argentaria S.A., submitted the following proposal to form the Supervisory Committee for the fiscal year
2026:
(a)
the appointment of the following attorneys as regular members of the Supervisory Committee: Vanesa Claudia Rodríguez, Gonzalo José
Vidal Devoto and Marcelino Agustín Cornejo;
(b)
the appointment of the following attorneys as alternate members of the Supervisory Committee: Julieta Paula Pariso, Lorena Claudia Yansenson
and Magdalena Laudignon;
(c)
that in all cases the appointment be made for one fiscal year, i.e. until December 31, 2026;
(d)
to state for the record that all the proposed candidates have the status of independent according to the provisions of the CNV Rules;
and
(e) authorize the members of
the Supervisory Committee to participate in the supervisory committees of other companies pursuant to the terms of Sections 298 and 273
of the General Corporations Law, while maintaining the confidentiality inherent to the corporate purpose of BBVA Argentina.
The
shareholder ANSES FGS, Law 26,425, proposed the appointment of the candidates duly determined by the General Syndicature of the Nation
(SIGEN): Dr. Javier Rodrigo SIÑERIZ (National ID No. 21,690,750) as Regular Member of the Supervisory Committee and Accountant
Sandra AUDITORE (National ID No. 17,804,147) as Alternate Regular Member of the Supervisory Committee in compliance with Section 114 of
Law No. 24,156. Furthermore, the shareholder states that these candidates qualify as independent to hold office pursuant to the provisions
of Sections 12 and 13 of Sub Section III, Chapter III, Title II of the National Securities Commission (CNV) Rules.
The
proposal of the shareholder Banco Bilbao Vizcaya Argentaria S.A. was approved by majority, as follows:
Positive votes: 476.001.452
Votes against: 49.174.435
Abstentions: 18.128.562
11°) REMUNERATION OF THE ACCOUNTANT
GIVING HIS OPINION CORRESPONDING TO THE FINANCIAL STATEMENTS FOR FISCAL YEAR 151, ENDED ON 31 DECEMBER 2025.
The majority of votes attending the Meeting approved
the remuneration of the certifying accountant for the quarterly and annual Financial Statements corresponding to the fiscal year N°
151 ended December 31, 2025 in the amount of AR$ 3,019,212,698.70 plus VAT.
The counting of votes showed the figures
mentioned below:
Positive votes: 542.854.305
Votes against: 199.626
Abstentions: 250.518
12°) APPOINTMENT OF THE ACCOUNTANT
GIVING HIS OPINION CORRESPONDING TO THE CURRENT FISCAL YEAR.
The
majority of votes attending the Meeting approved the appointment as Auditor for the financial statements corresponding to the fiscal year
which began on January 1, 2026 and will end on December 31, 2026 to the firm Pistrelli, Henry Martin y Asociados S.A. in particular the
following partners Javier José Huici, as Regular External Auditor and Fernando Ariel Paci as Alternate External Auditor.
The counting of votes showed the figures
mentioned below:
Positive votes: 543.048.096
Votes against: 190.551
Abstentions: 65.802
13°)
ALLOCATION OF THE BUDGET TO THE AUDIT COMMITTEE UNDER THE CAPITAL MARKETS LAW 26,831 FOR PROFESSIONAL ADVICE.
The
allocation of a budget of AR$ 33,636,648 to the Audit Committee was approved by the majority of votes attending the Meeting.
The counting of votes showed the figures
mentioned below:
Positive votes: 542.371.887
Votes against: 690.492
Abstentions: 242.070
14°)
AMENDMENT OF ARTICLE 15, SUBSECTION L, OF THE BYLAWS, IN RELATION TO CORPORATE BOND PROGRAMS. AUTHORIZATION TO THE BOARD
OF DIRECTORS TO PREPARE AND APPROVE A CONSOLIDATED TEXT OF THE BYLAWS.
It was approved by a majority of the votes present:
a) the amendment of Section fifteenth, subsection L, of the Corporate Bylaws according to the following terms and conditions:
SECTION FIFTEENTH:
The Board of Directors is vested with the broadest powers for the administration of the company and the disposal of corporate assets,
including those for which the law requires special powers pursuant to Section 375 of the National Civil and Commercial Code and Section
9 of Decree-Law 5965/63. Consequently, it may execute, on behalf of the company, legal acts aimed at fulfilling the corporate purpose,
including, but not limited to:
a) Exercise
the direction and management of the Company; b) Exercise the legal representation of the company
through its Chairman or his/her substitutes; c) Appoint and remove managers; sub-managers and resolve
all matters pertinent to personnel and the administrative regime, issuing the norms and regulations it deems relevant;
d) Resolve the opening or closing of branches, or any other type of representation in the country or abroad;
e) Grant special or general powers of attorney, with or without a substitution clause, and revoke them;
f) Represent the company in litigation matters, with the power to settle, submit to arbitration, and waive the right to appeal;
g) Sell, purchase, exchange personal property amnd real estate, execute lease agreements, collect
and receive all amounts owed to the company; h) Carry out operations with the Central Bank of the
Argentine Republic, Banco de la Nación Argentina; Banco de la Provincia de Buenos Aires, and any other official or private, national
or foreign financial institution; i) Accept mandates, representations, and commissions;j)
Grant endorsements, suretyships, and guarantees; k) Call Ordinary and Extraordinary General
Shareholders' Meetings in the cases provided for by current legislation; L) Approve the issuance
of negotiable obligations without the need for a shareholders' meeting, pursuant to the provisions of Section 9 of Law 23,576 (text according
to Law 27440), as well as grant the broadest powers to create global issuance programs, establish their terms and conditions, order the
modification of terms and conditions, increase or decrease the amount and renew the terms, all without requiring a prior delegation of
powers from the shareholders' meeting and, if applicable, subject to prior resolution by the competent corporate body according to the
respective legislation, and approve the issuance of any other security, paper, or instrument admissible under current or future, national
or foreign legislation; m) Annually submit to the Ordinary Shareholders' Meeting the financial
statements for the fiscal year and any other measure related to its management.
b) approve
the restatement of the corporate bylaws into a consolidated text that includes the aforementioned amendment and authorize the Board of
Directors to make the modifications necessary to adapt said text to any remarks that the supervisory bodies may eventually make.
The counting of votes showed the figures
mentioned below:
Positive votes: 471.144.974
Votes against: 23.363.322
Abstentions: 48.796.153
There being no further issues to be dealt
with, this Meeting was adjourned at 15.53 p.m.
BANCO BBVA
ARGENTINA S.A.
PURSUANT TO THE
MEETING HELD ON APRIL 28, 2026, the payroll of members of the Board of DirectoRs, the supervisory
committee and the external auditor IS LISTED BELOW.
1)
members of the Board of Directors,
RENEWAL OF MANDATES
| Director |
Expiration Date |
| Jorge Delfín Luna |
December 31, 2028 |
| Carlos Eduardo Elizalde |
December 31, 2028 |
|
Gustavo Alberto Mazzolini Casas
Ignacio Javier Lacasta Casado |
December 31, 2028
December 31, 2028
|
2)
NEW MEMBERS OF THE BOARD OF DIRECTORS MANDATES
| |
|
| Alternate Directors |
Expiration Date |
| Maria Soledad Duro Ruiz |
December 31, 2027 |
3) LIST OF MEMBERS
OF THE BOARD OF DIRECTORS
| Offices |
Directors |
Expiration Date |
| President |
Lorenzo De Cristóbal De Nicolás (1) |
December 31, 2026 |
| First Vice-president |
Jorge Delfín Luna (2) |
December 31, 2028 |
| Second Vice-president |
Ignacio Javier Lacasta Casado (1) |
December 31, 2028 |
| Director |
Carlos Eduardo Elizalde (1) |
December 31, 2028 |
| Director |
Ernesto San Gil (1) |
December 31, 2026 |
| Director |
Gustavo Alberto Mazzolini Casas (2) |
December 31, 2028 |
| Director |
Gabriel Alberto Chaufán (2) |
December 31, 2026 |
| Alternate Director |
Gustavo Fabián Alonso (1) |
December 31, 2027 |
| Alternate Director |
María Soledad Duro Ruiz (2) |
December 31, 2027 |
| Alternate Director |
Juan Christian Kindt (2) |
December 31, 2027 |
(1)
Independent Director
(2)
Non-independent Director
4) LIST OF
MEMBERS THE SUPERVISORY COMMITTEE
| Regular Statutory Auditor |
Gonzalo José Vidal Devoto |
| Regular Statutory Auditor |
Vanesa Claudia Rodríguez |
| Regular Statutory Auditor |
Marcelino Agustín Cornejo |
| |
|
| Alternate Statutory Auditor |
Julieta Paula Pariso |
| Alternate Statutory Auditor |
Lorena Claudia Yansenson |
| Alternate Statutory Auditor |
Magdalena Laudignon |
Expiration of office:
December 31, 2026
5) EXTERNAL
AUDITOR
Pistrelli, Henry
Martin y Asociados S.A. accounting firm was appointed as external auditor for the fiscal year ending on December 31, 2026, particularly
one of the partners, Javier José Huici, Public Accountant, was appointed as regular external auditor and Fernando Ariel Paci, also
partner of the accounting firm and Public Accountant, was appointed as alternate external auditor.
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
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BBVA Argentina Bank
S.A.
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Date: April 29, 2026
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By: /s/ Carmen
Morillo Arroyo
Name: Carmen
Morillo Arroyo
Title: Chief
Financial Officer |
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