Banco Macro S.A. announces cash tender offer for any and all of its outstanding 6.750% Subordinated Resettable Notes due 2026

BUENOS AIRES, Argentina, Jan. 12, 2026 /PRNewswire/ -- Banco Macro S.A. ("Macro") today announces the commencement of an offer to purchase for cash any and all of the outstanding 6.750% subordinated resettable notes due 2026 (the "Notes") issued by Macro (the "Offer").

The Offer is being made upon the terms and subject to the conditions set forth in the offer to purchase dated January 12, 2026 (the "Offer to Purchase").

The following table sets forth certain information relating to the Offer.

(1)   The amount to be paid for each US$1,000 principal amount of Notes validly tendered at or prior to the Early Tender Date and accepted for purchase. In addition, Accrued Interest will be paid in cash.
(2)   The amount to be paid for each US$1,000 principal amount of Notes validly tendered after the Early Tender Date but at or prior to the Expiration Date and accepted for purchase. In addition, Accrued Interest will be paid in cash.

Indicative Timetable for the Offer

The Offer will expire at 5:00 p.m. New York City time (7:00 p.m. Buenos Aires time) on February 10, 2026, unless extended (such time and date, as the same may be extended in the sole discretion of the Offeror, the "Expiration Date").

Holders who validly tender and do not validly withdraw their Notes at or prior to 5:00 p.m., New York City time, on January 26, 2026, unless extended (such time and date, as the same may be extended in the sole discretion of the Offeror, the "Early Tender Date"), in the manner described in the Offer to Purchase, will be eligible to receive the Early Tender Consideration plus Accrued Interest. Holders who validly tender Notes after the Early Tender Date, but at or prior to the Expiration Date in the manner described in the Offer to Purchase, will only be eligible to receive the Late Tender Consideration plus Accrued Interest (each as defined below).

The consideration for each US$1,000.00 principal amount of Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date and accepted for purchase pursuant to the Offer will be US$1,010 (the "Early Tender Consideration"). Holders who validly tender Notes after the Early Tender Date, but at or prior to the Expiration Date and whose Notes are accepted for purchase will not be entitled to receive the Early Tender Consideration and will therefore be entitled to receive, for each US$1,000.00 principal amount of Notes accepted for purchase, only the consideration of US$960 (the "Late Tender Consideration").

Withdrawal rights with respect to tendered Notes will terminate on the Early Tender Date, unless extended by the Offeror (the "Withdrawal Deadline"). Accordingly, following the Early Tender Date, Notes validly tendered, including Notes tendered prior to the Early Tender Date and Notes tendered thereafter, may no longer be validly withdrawn except in certain limited circumstances where additional withdrawal rights are required by applicable law.

Holders whose Notes are accepted for payment pursuant to the Offer will be paid accrued and unpaid interest on the Notes ("Accrued Interest") up to, but excluding, the Early Settlement Date or the Final Settlement Date, as applicable, payable on the Early Settlement Date, or the Final Settlement Date, as applicable. For the avoidance of doubt, the Offeror will not pay Accrued Interest for any periods following the Early Settlement Date or the Final Settlement Date, as applicable, in respect of any Notes accepted in the Offer. Accrued Interest on Notes will cease to accrue on the Early Settlement Date or the Final Settlement Date, as applicable.

The Offer is conditioned upon the concurrent or earlier consummation of an offering of new notes (the "New Notes") by Macro (the "New Notes Offering"). When considering any potential allocation of New Notes in the New Notes Offering, Macro intends, but is not in any way obligated, to give some degree of preference to those investors who, prior to such allocation, have validly tendered, or have indicated to Macro or the dealer managers their firm intention to tender, Notes in the Offer. Any investment decision to purchase New Notes in the New Notes Offering should be made solely on the basis of the information contained in the offering memorandum prepared in connection with such offering, and no reliance is to be placed on any representations other than those contained in such offering memorandum. The New Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended, any U.S. State Securities Laws or the laws of any jurisdiction and will be offered and sold to qualified institutional buyers pursuant to Rule 144A and in compliance with Regulation S outside the United States to non-U.S. persons (exemptions from the registration requirements of the Securities Act).

From time to time after the Expiration Date or termination of the Offer, and subject to applicable laws and regulations (including regulations issued by the Central Bank of Argentina (the "Central Bank")), Banco Macro or any of its affiliates may acquire any Notes that are not purchased pursuant to the Offer through open market purchases, privately negotiated transactions, tender offers, exchange offers, redemptions or otherwise, upon such terms and at such prices as Banco Macro or they may determine, which may be more or less than the price to be paid pursuant to the Offer and could be for cash or other consideration. Banco Macro may also exercise, subject to applicable laws and regulations (including regulations issued by the Central Bank), its right to redeem any Notes not purchased in the Offer and that remain outstanding after the Expiration Date pursuant to Section 10.4 of the indenture dated as of November 4, 2016, as amended by the first supplemental indenture dated as of November 4, 2016 relating to the Notes (the "Indenture"), or as otherwise required by applicable regulatory requirements, in each case subject to the prior approval of the Central Bank as required under current Argentine regulations. Although Banco Macro may, subject to applicable laws and regulations, redeem the Notes that are not tendered and accepted in the Offer, neither Banco Macro nor any of its affiliates are required to do so, and there can be no assurance that Banco Macro or any of its affiliates will do so. No statement in this press release shall constitute a notice of redemption under the Indenture. Any such notice, if made, will only be made in accordance with the provisions of the Indenture and applicable laws.

Completion of the Offer is conditioned on the satisfaction or waiver of certain conditions, including the financing condition, as described in the Offer to Purchase. Macro has the right, in its sole discretion, to amend or terminate the Offer at any time, subject to applicable law.

Macro has retained Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Latin Securities S.A. Agente de Valores to serve as dealer managers and Morrow Sodali International LLC, trading as Sodali & Co, to serve as information and tender agent for the Offer. Additionally, Macro Securities S.A.U., Balanz Capital Valores S.A.U. and Latin Securities S.A. are acting as information agents in Argentina in connection with the Offer. The full details of the Offer, including complete instructions on how to tender Notes, are included in the Offer to Purchase. Holders of Notes are strongly encouraged to carefully read the Offer to Purchase, including materials incorporated by reference therein, because they contain important information. The Offer to Purchase and any related supplements may also be accessed via the tender offer website https://projects.sodali.com/macro , or may directed to Sodali & Co by telephone at +1 203 658 9457 or +44 20 4513 6933 or in writing at [email protected].

Questions about the Offer may be directed to Citigroup Global Markets Inc. by telephone at +1 (800) 558-3745 (toll free) or +1 (212) 723-6106 (collect); J.P. Morgan Securities LLC by telephone at +1 (866) 846-2874 (toll free) or +1 (212) 834-7279 (collect); and Latin Securities S.A. Agente de Valores by telephone at +598 2518-3814 (collect).

This press release shall not constitute an offer to purchase or a solicitation of acceptance of the offer to purchase, which are being made only pursuant to the terms and conditions contained in the Offer to Purchase. The Offer is not being made to, nor will the Offeror accept tenders of Notes from, holders in any jurisdiction in which the Offer or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction. In any jurisdiction where the laws require the Offer to be made by a licensed broker or dealer, the Offer will be made by the dealer managers on behalf of the Offeror.

None of the Offeror, the information and tender agent, the dealer managers or the trustee with respect to the Notes, nor any of their respective affiliates, makes any recommendation as to whether holders should tender or refrain from tendering all or any portion of their Notes in response to the Offer. None of the Offeror, the information and tender agent, the dealer managers or the trustee with respect to the Notes, nor any of their respective affiliates, has authorized any person to give any information or to make any representation in connection with the Offer other than the information and representations contained in the Offer to Purchase.

Neither the U.S. Securities and Exchange Commission, any U.S. state securities commission nor any regulatory authority of any other country has approved or disapproved of the Offer, passed upon the merits or fairness of the Offer or passed upon the adequacy or accuracy of the disclosure in the Offer to Purchase.

About Banco Macro S.A.

Banco Macro S.A., is a corporation (sociedad anónima) incorporated under the laws of the Republic of Argentina, publicly listed in the Bolsas y Mercados Argentinos (BYMA) and the New York Stock Exchange.

Forward-Looking Statements

Statements in this press release may be "forward-looking statements" within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended, which are subject to risks and uncertainties. Other than statements of historical fact, information regarding activities, events and developments that Macro expects or anticipates will or may occur in the future are forward-looking statements based on management's estimates, assumptions and projections. Many forward-looking statements may be identified by the use of words such as "expect," "anticipate," "intend," "plan," "believe, "estimate" and similar expressions. Forward-looking statements contained in this press release are predictions only and actual results could differ materially from management's expectations due to a variety of factors, including those described the sections titled "Risk Factors" in Macro's annual report on Form 20-F for the year ended December 31, 2024 and Macro's report on Form 6-K including certain information regarding Macro, furnished to the SEC on a report on December 17, 2025. All forward-looking statements attributable to Macro are expressly qualified in their entirety by such risk factors. The forward-looking statements that the Offeror makes in this press release are based on management's current views and assumptions regarding future events and speak only as of their dates. The Offeror assumes no obligation to update developments of these risk factors or to announce publicly any revisions to any of the forward-looking statements that the Offeror makes, or to make corrections to reflect future events or developments, except as required by the U.S. federal securities laws.

DISCLAIMER

This press release must be read in conjunction with the Offer to Purchase. This announcement and the Offer to Purchase contain important information which must be read carefully before any decision is made with respect to the Offer. If any holder of Notes is in any doubt as to the action it should take, it is recommended to seek its own legal, tax, accounting and financial advice, including as to any tax consequences, immediately from its stockbroker, bank manager, attorney, accountant or other independent financial or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the Offer. None of the Offeror, the dealer managers, the information and tender agent and any person who controls, or is a director, officer, employee or agent of such persons, or any affiliate of such persons, makes any recommendation as to whether holders of Notes should participate in the Offer.

SOURCE Banco Macro S.A.