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Pampa Energía (NYSE: PAM) okays reserves, bond program and 1.46% capital cut

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Pampa Energía S.A. reports decisions from its April 7, 2026 general ordinary and extraordinary shareholders’ meeting. Shareholders approved the consolidated and individual financial statements for the year ended December 31, 2025 and allocated retained earnings of Ps. 511.531 million to a voluntary reserve.

The meeting ratified the performance of the board and supervisory committee and approved fees, including Ps. 23,903,619,060.12 for directors, Ps. 94,472,856 for the supervisory committee, Ps. 1,560,058,558 for the certifying accountant, and a Ps. 27,300,000 audit committee budget for 2026.

Shareholders re-elected several directors, appointed Nicolás Aguzin as an independent regular director through December 31, 2028, extended the negotiable obligations program for an additional five years with broad delegation to the board, and approved a capital reduction of AR$19,920,279 by cancelling 19,920,279 treasury shares, equal to 1.46% of share capital.

Positive

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Insights

Pampa’s meeting largely ratifies the status quo while fine-tuning capital structure.

The shareholders’ meeting approved 2025 financial statements and moved Ps. 511.531 million of retained earnings into a voluntary reserve, signaling a preference for balance-sheet reinforcement over immediate cash distributions. Board, supervisory committee and auditor performances and fees were broadly endorsed with very high approval percentages.

Governance continuity is evident in the re-election of key directors and the appointment of an additional independent director, Nicolás Aguzin, through December 31, 2028. The extension of the negotiable obligations program for five more years preserves access to debt markets, while cancelling 19,920,279 treasury shares, or 1.46% of capital, modestly reduces share count. Overall, these are routine corporate actions rather than thesis-changing events.

2025 profits Ps. 495.789 million Profits for fiscal year ended December 31, 2025
Retained earnings allocated to reserve Ps. 511.531 million Transferred to voluntary reserve as of December 31, 2025
Board of Directors fees Ps. 23,903,619,060.12 Fees for fiscal year ended December 31, 2025
Supervisory Committee fees Ps. 94,472,856 Fees for fiscal year ended December 31, 2025
Certifying accountant fees Ps. 1,560,058,558 Includes SOX 404 certification work for 2025
Audit Committee budget Ps. 27,300,000 Budget for fiscal year 2026
Capital reduction amount AR$19,920,279 Reduction via cancellation of treasury shares
Treasury shares cancelled 19,920,279 shares (1.46%) Cancellation reduces share capital to AR$1,343,600,101
voluntary reserve financial
"resolved to allocate Ps. 511.531 million to set up a voluntary reserve"
Supervisory Committee financial
"approve the performance the members of the Supervisory Committee both for the fiscal year"
SOX 404 certification regulatory
"including fees for the SOX 404 certification required by the U.S. Securities and Exchange Commission"
negotiable obligations financial
"the issuance of the different classes and/or series of negotiable obligations thereunder"
capital reduction financial
"resolved to approve a capital reduction in the amount of AR$19,920,279"
A capital reduction is a legal move where a company shrinks the amount of money recorded as its official share capital, either by cancelling shares, lowering the value of each share, or returning cash to shareholders. Investors care because it changes the company’s balance sheet and can alter how much each remaining share represents—like pruning a tree to concentrate fruit or giving back some of the harvest—potentially affecting ownership percentages, per‑share metrics and the stock’s market value.
treasury shares financial
"cancellation of 19,920,279 treasury shares held by the Company"
Treasury shares are a company’s own stock that it has repurchased and keeps on its books instead of canceling or leaving in the hands of outside investors. Think of them like coupons a business puts back in a drawer: they don’t vote or receive dividends while held, but they can be reissued later for employee pay or fundraising. For investors this matters because buybacks change the number of shares that count toward earnings and ownership, can boost per‑share metrics, and use corporate cash that might otherwise go to growth or dividends.

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


 

FORM 6-K

 

REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

SECURITIES EXCHANGE ACT OF 1934

 

For the month of April, 2026

(Commission File No. 001-34429),


 

PAMPA ENERGIA S.A.
(PAMPA ENERGY INC.)

 

Argentina

(Jurisdiction of incorporation or organization)


 

Maipú 1
C1084ABA
City of 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 ___X___ 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___

(If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82- .)

 

  

 
 

 

This Form 6-K for Pampa Energía S.A. (“Pampa” or the “Company”) contains:

Exhibit 1: Letter dated April 7, 2026 entitled “General Ordinary and Extraordinary Shareholder’s Meeting dated as of April 7, 2026.”

 
 


SIGNATURE

 

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.

 

Date: April 7, 2026

 

Pampa Energía S.A.
     
     
By:

/s/ Gustavo Mariani


 
 

Name: Gustavo Mariani

Title:   Chief Executive Officer

 

 

 

FORWARD-LOOKING STATEMENTS

 

This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates offuture economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will a ctually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.

 

 

Buenos Aires, April 7, 2026

 

COMISIÓN NACIONAL DE VALORES

 

BOLSAS Y MERCADOS ARGENTINOS

 

Ref.: General Ordinary and Extraordinary Shareholder’s Meeting dated as of April 7, 2026.

 

Dear Sirs,

 

I am writing to Bolsas y Mercados Argentinos (“ByMA”) and the National Securities Commission (“Comisión Navcional de Valores” or "CNV"), in my capacity as Head for Market Relations of Pampa Energía S.A.  (de “Company”) in accordance with article 4, Chapter II, Title II of the CNV Regulations and article 79 of the ByMA Listing Regulation.

 

To this regard, below is a summary of the resolutions adopted by the Company’ Ordinary and Extraordinary General Shareholders Meeting that took place on April 7, 2026 (hereinafter the “Shareholders Meeting”), which was virtually held under the terms of article 30 of the Bylaws:

 

Item 1: The Shareholders Meeting, by a majority equivalent to 99.990% of the computable votes resolved to appoint the representatives of the shareholders Fondo de Garantía de Sustentabilidad in charge of the Administración Nacional de la Seguridad Social (“ANSES”) and JP Morgan Chase Bank – ADR (“JPM”) to execute the minute of the Shareholders Meeting.

 

Item 2: The Shareholders Meeting, by a majority equivalent to 99.989% of the computable votes resolved: (i) that the Reading of the documents be omitted due to the fact that it is known by all shareholders for it was at their disposal with due time prior to this Shareholders Meeting and within the regulatory timeframe; and (ii) to approve the Consolidated Financial Statement for the fiscal year ended December 31, 2025 that include the Company’s Statements of Financial Position, of Comprehensive Income, of Changes in Shareholders’ Equity and of Cash Flows, Notes to the Financial Statements, Independent Auditor’s Report, Statutory Audit Committee Report, Annual Report and Corporate Governance Code Compliance Report, the Informative Summary as required by the Argentine Securities Commission Rules, Auditors report and Supervisory Committee report and the Individual Financial Statement for the fiscal year ended December 31, 2025 that include the Company’s Statements of Financial Position, of Comprehensive Income, of Changes in Shareholders’ Equity and of Cash Flows, Notes to the Financial Statements, the Informative Summary as required by the Argentine Securities Commission Rules, authorizing the Board of Directors to make any modifications that the supervisory bodies could require as long as those modifications are not objected by the Supervisory Committee or the signing accountant.

 

 
 

Item 3: The Shareholders Meeting, considering that the fiscal year shows profits of Ps. 495.789 million which, in addition to the currency exchange differences, the retained earnings amounted to a gain of Ps. 511.531 million as of December 31, 2025, by a majority equivalent to 99.989% of the computable votes resolved to allocate Ps. 511.531 million to set up a voluntary reserve.

 

Item 4: The Shareholders Meeting, by a majority equivalent to (A) 99.9869% of the computable votes resolved to approve the performance of the Board of Directors and (B) by a majority equivalent to 99.9873% resolved to approve the performance the members of the Supervisory Committee both for the fiscal year ended December 31, 2025.

 

Item 5: The Shareholders Meeting, by a majority equivalent to (A) 99.299% of the computable votes resolved to approve the fees payable to the Board of Directors in the amount of Ps. 23,903,619,060.12 for the fiscal year ended December 31, 2025; (B) by a majority equivalent to 99.320%, approve the fees payable to the members of the Supervisory Committee in the amount of Ps. 94,472,856 for the fiscal year ended December 31, 2025; and (C) by a majority of 98.947% resolved to authorize an advance payment of fees to the Directors and the Supervisory Committee until the date of the Shareholders’ Meeting that shall consider the financial statements as of December 31, 2026.

 

Item 6: The Shareholders Meeting, by a majority equivalent to 99.320% of the computable votes resolved to approve the fees payable to the certifying accountant for works performed in the fiscal year ended December 31, 2025 for Ps. 1,560,058,558, including fees for the SOX 404 certification required by the U.S. Securities and Exchange Commission.

 

Item 7: The Shareholders Meeting, by a majority equivalent to: (i) (A) 99.698% of the computable votes resolved to re-elect Gustavo Mariani as regular director; (B) 99.696% of the computable votes resolved to re-elect Ricardo Alejandro Torres as regular director; (C) 99.698% of the computable votes resolved to re-elect María Agustina Montes and Horacio Jorge Tomás Turri as alternate directors, maintaining their non-independent status; and (ii) 99.698% of the computable votes resolved to appoint Nicolás Aguzin as an independent regular director, replacing Silvana Wasersztrom. These appointments will each be for three terms, ending on 31 December 2028.

 

Item 8: The Shareholders Meeting, by a majority equivalent to 99.924% of the computable votes resolved to appoint Price Waterhouse & Co. S.R.L., member of PriceWaterhouseCoopers, appointing Mr. Juan Manuel Gallego Tinto as certifying accountant, and Mr. Marcelo de Nicola as alternate certifying accountant for the fiscal year ended December 31, 2026.

 

Item 9: The Shareholders Meeting, by a majority equivalent to 99.984% of the computable votes resolved to postpone the resolution regarding the approval of fees payable to the independent auditor for the fiscal year ending December 31, 2026, until the next annual Shareholders’ Meeting.

 

Item 10: The Shareholders Meeting, by a majority equivalent to 99.989% of the computable votes resolved to approve that the Audit Committee’s budget for the fiscal year 2026 amount to Ps. 27,300,000.

 
 

 

Item 11: The Shareholders Meeting, by a majority equivalent to 99.981% resolved to (i) extend the term of validity of the currently effective Program for an additional period of five (5) years (or for such longer period as may be permitted by applicable regulations in the future), counted as from the Program Expiration Date, once approval has been obtained from the National Securities Commission (Comisión Nacional de Valores, the “CNV”), or as from the date notified by the CNV; and (ii) delegate to the Board of Directors, for the same period, the broadest powers, without the need for subsequent ratification by the shareholders’ meeting, to: (a) determine all the terms and conditions of the Program (including, without limitation, timing, price, form and conditions of payment, currency, and use of proceeds) and of the different classes and/or series of negotiable obligations to be issued thereunder, including the authority to amend the terms and conditions approved by the shareholders’ meeting to the extent permitted by applicable law; (b) approve, execute, grant and/or enter into any agreement, contract, document, instrument and/or security related to the Program, the renewal or extension of the terms and validity thereof, and/or the issuance of the different classes and/or series of negotiable obligations thereunder, including, without limitation, any prospectus, supplement, underwriting agreement, placement agreement, instrument or placement covenant with an intermediary agent, and to carry out all filings and representations, as well as any applications, proceedings and/or formalities required before regulatory authorities, and to incorporate any amendments that may be required, particularly to comply with the requirements of the CNV, Bolsas y Mercados Argentinos S.A., A3 Mercados S.A., the Securities and Exchange Commission, or any other stock exchanges or securities markets, as may be determined from time to time by the Board of Directors or by the persons authorized by the Board of Directors in connection with the Program and/or the negotiable obligations issued thereunder; and (c) sub-delegate to one or more of its members and/or to one or more persons as it may deem appropriate, all of the powers and authorizations referred to in items (a) and (b) above. It is hereby stated that the powers enumerated herein are merely illustrative and not limited, for the purpose of authorizing the sub-delegates to carry out all acts and proceedings that are directly or indirectly related to the matters considered under this item of the Agenda.

 

Item 12: The Company's Shareholders' Meeting, by a majority equivalent to 99.980% of computable votes, resolved to approve a capital reduction in the amount of AR$19,920,279, meaning that it will go from AR$1,363,520,380 to AR$1,343,600,101, and the consequent cancellation of 19,920,279 treasury shares held by the Company, equivalent to 1.46% of its share capital.

 

Item 13: The Shareholders Meeting, by a majority equivalent to 99.760% of the computable votes resolved to grant the relevant authorizations to María Carolina Sigwald, Gerardo Carlos Paz, María Agustina Montes, Maite Zornoza, Juan Manuel Recio, Camila Mindlin, , Diego Alexi Vaca Diez Eguez, Sabrina Bossi, Luis Agustín León Longombardo, María José Maure Bruno, María Victoria Ritondale, Delfina Peralta Ramon, Martín Ezequiel Gardella, Sofia Lara Pellizzaro Arena, Fabiana Marcela Vidal, Fernando Nicolás Villarruel, Rodolfo María Peralta, Mauricio Penta, Martín García Arango, Fernando Rizzi, and/or Vanesa Russo to register the resolutions adopted by the Shareholders’ Meeting and to carry out such other dealings as may be necessary before the relevant entities.

 

Sincerely. 

 

 

María Agustina Montes

Head of Market Relations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FAQ

What did Pampa Energía (PAM) shareholders decide about 2025 profits?

Shareholders approved the 2025 financial statements and allocated Ps. 511.531 million of retained earnings to a voluntary reserve. This keeps profits within the company, strengthening its equity position instead of distributing those earnings as dividends at this time.

Did Pampa Energía (PAM) approve a capital reduction at the 2026 meeting?

Yes. The meeting approved a capital reduction of AR$19,920,279 by cancelling 19,920,279 treasury shares. This reduces share capital from AR$1,363,520,380 to AR$1,343,600,101, meaning 1.46% of the company’s share capital was retired and removed from circulation.

Which directors did Pampa Energía (PAM) shareholders elect or re-elect?

Shareholders re-elected Gustavo Mariani and Ricardo Alejandro Torres as regular directors and confirmed two alternate directors. They also appointed Nicolás Aguzin as an independent regular director, replacing Silvana Wasersztrom, with all these board mandates running until December 31, 2028.

What fees did Pampa Energía (PAM) approve for directors and auditors?

The meeting approved Ps. 23,903,619,060.12 in fees for the board and Ps. 94,472,856 for the supervisory committee for 2025. It also approved Ps. 1,560,058,558 for the certifying accountant, including SOX 404 work, and set the 2026 audit committee budget at Ps. 27,300,000.

Did Pampa Energía (PAM) extend its negotiable obligations program?

Yes. Shareholders extended the validity of the existing negotiable obligations program for an additional five years from its expiration, subject to regulatory approvals. They delegated broad powers to the board to set terms, issue different series, and handle all related regulatory and contractual documentation.

Who is the external auditor for Pampa Energía (PAM) for fiscal year 2026?

Shareholders appointed Price Waterhouse & Co. S.R.L., a member of PricewaterhouseCoopers, as external auditor for the fiscal year ending December 31, 2026. They designated Juan Manuel Gallego Tinto as certifying accountant and Marcelo de Nicola as alternate certifying accountant for that period.

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