YPF (YPF) to sell 50% Profertil stake for US$635,000,000 cash

Rhea-AI Filing Summary

YPF Sociedad Anónima reports that it has accepted an offer from Agro Inversora Argentina S.A., part of the Adecoagro group, to sell its shares in Profertil S.A..

The deal covers 391,291,320 Class B shares, representing 50% of Profertil’s share capital and voting rights, for a purchase price of US$635,000,000, subject to a price adjustment mechanism in the share purchase agreement. The closing of the transaction depends on certain conditions precedent being fulfilled.

Insights

Equity analyst – Latin American energy

YPF agrees to sell its 50% Profertil stake for US$635,000,000, with closing subject to agreed conditions and price adjustments.

YPF has accepted an offer from Agro Inversora Argentina S.A., of the Adecoagro group, to sell 391,291,320 registered Class B shares of Profertil S.A.. These shares represent 50% of Profertil’s share capital and voting rights, indicating that YPF is divesting a large equity position in this subsidiary.

The agreed purchase price is US$635,000,000, with a price adjustment mechanism defined in the share purchase agreement. This structure means the final cash amount can vary based on contractually specified factors, which are not detailed in the excerpt.

The transaction was accepted on December 12, 2025, and closing remains contingent on certain conditions precedent included in the agreement. Until those conditions are met and closing occurs, there is execution risk around timing and completion, and the ultimate financial impact will depend on both the final adjusted price and how YPF positions its portfolio after the sale.

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 December 2025

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 December 15, 2025.

Buenos Aires, December 15, 2025

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 – Acceptance of Offer for the sale of YPF’s shares in Profertil S.A.

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.

In this regard, we hereby inform that on December 12, 2025, YPF S.A. (“YPF”) accepted the offer submitted on December 1, 2025, by Agro Inversora Argentina S.A. (“Agro Inversora”), a company of the Adecoagro group, for the purchase of 50% of YPF’s share capital and voting rights in Profertil S.A. (“Profertil”), involving the sale of 391,291,320 registered, non-endorsable Class B shares with a nominal value of Ps. 1 (one Argentine Peso) each and one vote per share (the “Transaction”), for a purchase price of US$635,000,000 (six hundred thirty-five million United States dollars), subject to the price adjustment mechanism provided for by the parties in the share purchase agreement.

Furthermore, the closing of the Transaction is subject to the fulfillment of certain conditions precedent set forth in the share purchase agreement.

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: December 15, 2025				By:		/s/ Margarita Chun
				Name:		Margarita Chun
				Title:		Market Relations Officer

FAQ

What transaction did YPF (YPF) disclose regarding Profertil S.A.?

YPF disclosed that it accepted an offer from Agro Inversora Argentina S.A. to sell its shares in Profertil S.A. for a cash purchase price.

How many Profertil shares is YPF selling and what does this represent?

YPF is selling 391,291,320 registered, non-endorsable Class B shares of Profertil S.A., representing 50% of Profertil’s share capital and voting rights.

What is the purchase price for YPF’s Profertil shares?

The agreed purchase price is US$635,000,000 (six hundred thirty-five million United States dollars), subject to a price adjustment mechanism in the share purchase agreement.

Who is buying YPF’s stake in Profertil S.A.?

The buyer is Agro Inversora Argentina S.A., a company belonging to the Adecoagro group, which submitted the offer on December 1, 2025.

Is YPF’s sale of its Profertil stake already closed?

No. The filing states that closing of the transaction is subject to fulfillment of certain conditions precedent set out in the share purchase agreement.

When did YPF accept the offer for its Profertil shares?

YPF accepted the offer on December 12, 2025, following the offer’s submission on December 1, 2025.