YPF (NYSE: YPF) agrees $410M Manantiales Behr oil and gas asset sale
Rhea-AI Filing Summary
YPF Sociedad Anónima reports a change in its portfolio optimization strategy for the Manantiales Behr conventional area in Chubut, Argentina. A prior assignment agreement with Limay Energía S.A. became null and void on February 13, 2026 after Limay failed to make the initial required funding contribution, leaving no outstanding obligations between the parties.
YPF’s Board has now approved new agreements with Pecom Servicios Energía S.A.U. (51%) and its affiliate San Benito Upstream S.A.U. (49%) for the assignment of 100% of the conventional exploitation concession over Manantiales Behr, related pipeline transportation concessions, and a partial sale of materials from local warehouses. The area produced about 25 kbbl/d of oil and 0.4 million m3/d of gas at the end of 2025.
The total agreed price is US$410 million plus VAT, with a contingent amount of up to US$40 million, adjustable at closing. Payment includes US$150 million between signing and closing, and the remaining balance over 12 to 24 months after closing. The transaction is subject to conditions precedent and suspensive, including authorization by the Executive Branch of the Province of Chubut.
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Insights
YPF replaces a failed asset transfer with a new $410M-plus sale on conditional terms.
YPF has terminated its earlier Manantiales Behr assignment to Limay Energía after the buyer did not provide the initial funding required for the agreement to become effective. This clean break, with no remaining obligations, removes uncertainty from the prior process.
The company has pivoted to a new buyer group led by Pecom Servicios Energía and San Benito Upstream, which had submitted the second-best offer in the original competitive process. The deal covers a producing conventional area and associated pipelines, for
Manantiales Behr produced about 25 kbbl/d of oil and 0.4 million m3/d of gas at the end of
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of February 2026
Commission File Number: 001-12102
YPF Sociedad Anónima
(Exact name of registrant as specified in its charter)
Macacha Güemes 515
C1106BKK Buenos Aires, Argentina
(Address of principal executive office)
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 ☐
YPF Sociedad Anónima
TABLE OF CONTENT
| ITEM 1 | Translation of letter to the Argentine Securities Commission (Comisión Nacional de Valores) dated February 18, 2026. |
Buenos Aires, February 18, 2026
COMISIÓN NACIONAL DE VALORES (“CNV”)
25 de Mayo 175
Buenos Aires
BOLSAS Y MERCADOS ARGENTINOS S.A. (“ByMA”)
Sarmiento 299
Buenos Aires
A3 MERCADOS S.A. (“A3 Mercados”)
Maipú 1210
Buenos Aires
Ref.: Material Event – Portfolio Optimization Strategy: Assignment of Manantiales Behr Conventional Area – Province of Chubut. Update
Ladies and Gentlemen,
We are writing to you in order to comply with the CNV Rules and the corresponding regulations of ByMA and A3 Mercados.
Following up on our material event dated January 16, 2026, the Company reports that the agreements entered into between YPF S.A. (“YPF” or the “Company”) and Limay Energía S.A. (a company of the Rovella Capital group) for the assignment of 100% of the conventional exploitation concession over the Manantiales Behr area have become null and void on February 13, 2026, as the initial contribution of funds by Limay Energía S.A., an essential condition for the Agreement to enter into force, has not been verified. No outstanding obligations remain between the parties.
It is also reported that today, the Board of Directors of the Company approved entering into the following agreements with Pecom Servicios Energía S.A.U. (51%) and its affiliate San Benito Upstream S.A.U. (49%): (i) the assignment of 100% of the conventional exploitation concession over the Manantiales Behr area and the hydrocarbon transportation concession over the “El Trébol – Caleta Córdova,” “Km. 9 – Caleta Córdova,” and “Manantiales Behr – Cañadón Perdido” pipelines in the Province of Chubut; and (ii) the partial sale of the stock of materials in the Manantiales Behr and Km 20 warehouses.
These companies jointly submitted the second-best economic offer after the offer by Limay Energía S.A. (Rovella Group) in the competitive process carried out in a timely manner.
At the end of 2025, the area had an approximate daily production of 25 kbbl/d and 0.4 million m3/d of natural gas.
The total price agreed for both agreements amounts to US$410 million, plus applicable VAT, and a contingent price of up to US$40 million, plus or minus a closing price adjustment. The agreed price will be paid as follows: US$150 million between the signing date and the closing date of the transaction, and the remaining balance within a period between12 and 24 months after closing.
The assignment is subject to the fulfillment of certain conditions precedent and suspensive, including authorization by the Executive Branch of the Province of Chubut.
Sincerely,
Margarita Chun
Market Relations Officer
YPF S.A.
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.
| YPF Sociedad Anónima | ||||
| Date: February 18, 2026 | By: | /s/ Margarita Chun | ||
| Name: | Margarita Chun | |||
| Title: | Market Relations Officer | |||
FAQ
What transaction did YPF (YPF) announce regarding the Manantiales Behr area?
YPF approved agreements to assign 100% of the Manantiales Behr conventional exploitation concession and related pipelines, plus partially sell warehouse materials, to Pecom Servicios Energía S.A.U. and its affiliate San Benito Upstream S.A.U. This follows a competitive process where these companies submitted the second-best economic offer.
Why was YPF’s previous Manantiales Behr agreement with Limay Energía canceled?
The earlier agreement with Limay Energía S.A. became null and void on February 13, 2026 because Limay did not make the initial contribution of funds required for the agreement to enter into force. YPF reports there are no outstanding obligations remaining between the parties after this termination.
How much will YPF receive from the new Manantiales Behr transaction?
The total price for the new agreements is US$410 million plus applicable VAT, with a contingent price of up to US$40 million and a closing price adjustment. This consideration covers the concession assignment, pipeline transportation rights, and partial sale of materials from Manantiales Behr and Km 20 warehouses.
What are the payment terms for YPF’s Manantiales Behr asset sale?
The agreed price will be paid with US$150 million between signing and closing, and the remaining balance over a period between 12 and 24 months after closing. This structure provides an initial cash inflow followed by deferred payments once the transaction is completed.
What production levels are associated with YPF’s Manantiales Behr area?
At the end of 2025, the Manantiales Behr area had approximate daily production of 25 kbbl/d of oil and 0.4 million m3/d of natural gas. These figures indicate that the transaction involves a producing conventional asset with both oil and gas output.
What approvals and conditions apply to YPF’s Manantiales Behr transaction?
The assignment of the Manantiales Behr concession and pipeline transportation rights is subject to conditions precedent and suspensive. These include obtaining authorization from the Executive Branch of the Province of Chubut, which must approve the transaction before it can fully close.
