CNV clears IRSA (NYSE: IRS) to issue 52.5M ordinary shares

Rhea-AI Filing Summary

IRSA Inversiones y Representaciones S.A. reports that Argentina’s securities regulator (CNV) has authorized a public offering of 52,495,359 additional ordinary shares with a nominal value of ARS 10 each. These shares are intended to cover the full potential exercise of currently outstanding options.

Following this new authorization and together with 34,513,586 shares previously authorized under the original resolution, the company’s share capital authorized for public offering will total 861,199,098 ordinary shares of ARS 10 each, equivalent to share capital of ARS 8,611,990,980, if all options are exercised. A detailed table shows the history of capital increases, bonus share issuance from a merger, option exercises through November 2025, and a remaining 53,161,206 unexercised options.

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 FORM 6-K

 REPORT OF FOREIGN ISSUER

PURSUANT TO RULE 13a-16 OR 15b-16 OF

THE SECURITIES EXCHANGE ACT OF 1934

For the month of February, 2026

 IRSA Inversiones y Representaciones Sociedad Anonima

(Exact name of Registrant as specified in its charter)

IRSA Investments and Representations Inc.

(Translation of registrant´s name into English)

 Republic of Argentina

(Jurisdiction of incorporation or organization)

Carlos Della Paolera 261 9th Floor

(C1001ADA)

Buenos Aires, Argentina

 (Address of principal executive offices)

 Form 20-F ⌧ Form 40-F  ☐

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ☐ No x

IRSA INVERSIONES Y REPRESENTACIONES SOCIEDAD ANONIMA

(THE “COMPANY”)

REPORT ON FORM 6-K

Attached is an English translation of the letter dated February 27, 2026, filed by the Company with the Bolsa de Comercio de Buenos Aires and the Comisión Nacional de Valores.

Buenos Aires, February 27, 2026 – IRSA Inversiones y Representaciones S.A. (NYSE:IRS;BYMA:IRSA),informs that, within the framework of the capital increase through share subscription approved by the Shareholders’ Meeting held on October 30, 2019 and by the Board of Directors on January 20, 2021, for a total of 80,000,000 shares with a nominal value of ARS 1 and one vote per share, and 80,000,000 options granting the right to receive ordinary shares, reaching a maximum total of 160,000,000 shares to be issued in aggregate, as duly authorized by Resolution No. RESFC-2021-20968-2021 APN-DIR#CNV dated February 8, 2021, issued by the Argentine Securities Commission (the “CNV”), the Company has submitted to said authority a request for authorization to issue an additional 52,495,359 shares with a nominal value of ARS 10, required in the event that all currently outstanding options are exercised. 

This request responds to the need to comply with the obligations undertaken by the Company and to the adjustments made to the conversion ratio pursuant to the option agreement dated April 29, 2021.

Accordingly, the public offering authorization granted by CNV Resolution No. RESFC-2026-23459-APN-DIR#CNV will allow for the proper and full exercise of the options currently outstanding, authorizing the public offering of 52,495,359 ordinary, book-entry shares, with a nominal value of ten pesos (ARS 10) each and one (1) vote per share, for the future exercise of the options previously authorized by Resolution No. RESFC-2021-20968-2021 APN-DIR#CNV dated February 8, 2021. This authorization is added to the balance of 34,513,586 ordinary shares authorized under the original resolution.

 It is hereby informed that, following the increase, the Company’s share capital authorized for public offering will amount, in the event that all options are exercised, to ARS 8,611,990,980, represented by 861,199,098 ordinary, book-entry shares, with a nominal value of ARS 10 each and one (1) vote per share.

 Below is a table showing the evolution of capital and the exercise of options as of November 2025:

IRSA	Shares (Nominal Value ARS 1)	Equivalent after Capitalization
		(Ratio 0.90780451) Nominal Value ARS 10
Post capital increase (2021)	658,676,460	597,949,464
Authorization of shares for warrant exercise	80,000,000	72,624,361
Authorized Capital	738,676,460	670,573,825
Issuance of bonus shares resulting from the Merger	152,158,215	138,129,914
Authorized Capital	890,834,675	808,703,739
Capital Evolution and Adjustments
Post capital increase (2021)	810,834,675	736,079,378
Shares issued upon warrant exercise
sep-21	30,741
nov-21	5,181
feb-22	7,483
may-22	1,473
sep-22	8,962
nov-22	6,875
feb-23	226,818
may-23	15,249
Total exercised prior to capitalization	302,782	274,867
sep-23		67,061
nov-23		401,518
feb-24		2,079,458
may-24		2,556,880
sep-24		5,433,980
nov-24		1,404,765
feb-25		9,401,756
may-25		4,821,130
sep-25		10,536,907
nov-25		1,132,453
Total shares issued upon exercise of options as of November 2025		38,110,775
Current Capital		774,190,153
Balance of shares authorized in 2021		34,513,586
Shares authorized by CNV in 2026		52,495,359
Final Capital*		861,199,098
Unexercised options		53,161,206
Current ratio		1,6367

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Buenos Aires, Argentina.

	IRSA Inversiones y Representaciones Sociedad Anónima
	By:	/s/ Saúl Zang
		Saúl Zang
February 27, 2026		Responsible for the Relationship with the Markets


 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

FAQ

What did IRSA (IRS) announce regarding new share authorization?

IRSA announced that Argentina’s CNV authorized a public offering of 52,495,359 ordinary shares with a nominal value of ARS 10 each. These shares are reserved to satisfy the potential exercise of all currently outstanding options granted under a previously approved capital increase program.

How many IRSA shares will be authorized if all options are exercised?

If all options are exercised, IRSA’s share capital authorized for public offering will be represented by 861,199,098 ordinary, book-entry shares. Each share has a nominal value of ARS 10 and one vote, corresponding to total share capital of ARS 8,611,990,980 after the increase.

Why did IRSA request authorization for 52,495,359 additional shares?

IRSA requested authorization for 52,495,359 additional shares to meet obligations from its option program and reflect adjustments to the conversion ratio. These options were originally approved in 2021, and the added authorization ensures the company can fully honor exercises of all currently outstanding options.

How does the new CNV authorization relate to IRSA’s previous approvals?

The new CNV authorization supplements 34,513,586 ordinary shares already authorized under the original 2021 resolution. Together, these authorizations support the full exercise of options granted as part of a capital increase of up to 160,000,000 shares and options approved in 2019 and 2021.

What does the IRSA capital evolution table show up to November 2025?

The table details IRSA’s capital evolution from the 2021 capital increase, including bonus shares issued from a merger, periodic option exercises, and current capital. It shows 38,110,775 shares issued through option exercises by November 2025 and identifies 53,161,206 options that remain unexercised.

What is IRSA’s current capital before all options are exercised?

Before the full exercise of remaining options, IRSA’s current capital amounts to 774,190,153 ordinary shares of nominal value ARS 10. This figure reflects shares issued after prior capital increases, the merger bonus issue, and option exercises recorded through November 2025 in the evolution table.