ADECOAGRO S.A. ANNOUNCES FILING OF SHELF REGISTRATION STATEMENT

Rhea-AI Summary

Adecoagro (NYSE: AGRO) announced on December 1, 2025 that it filed a Form F-3 shelf registration with the SEC to permit registered offers and sales of up to $500 million of common shares, subscription rights, or a combination thereof.

The registration, if declared effective by the SEC, would allow the company to sell securities from time to time subject to market conditions, the company’s capital needs and SEC limitations; price and terms would be set at the time of any offering. The filing is not yet effective and does not obligate the company to sell any securities.

Positive

• Shelf registration authorizes up to $500 million in securities
• Gives the company financing flexibility tied to capital needs

Negative

• Potential shareholder dilution if the full $500 million is issued
• Registration is not yet effective; sales cannot occur until SEC declares effective

LUXEMBOURG, Dec. 1, 2025 /PRNewswire/ -- Adecoagro S.A. (NYSE: AGRO) ("Adecoagro" or the "Company") today announced that it has filed a shelf registration statement (the "Shelf Registration") on Form F-3 with the Securities and Exchange Commission ("SEC").

If and when declared effective by the SEC, the Shelf Registration will allow the Company to offer and sell, from time to time, up to an aggregate of $500 million of its common shares, rights to subscribe for common shares or a combination thereof, on a registered basis, subject to market conditions, the Company's capital needs and limitations imposed by the SEC.

The price and terms of any securities offered under the Shelf Registration would be determined at the time of any such offering.

The Shelf Registration has been filed with the SEC but has not yet become effective. Securities may not be sold nor may offers to buy be accepted prior to the time that the Shelf Registration becomes effective. The Shelf Registration does not constitute a commitment by the Company to sell any specific amount of securities. Any offerings under the Shelf Registration, if made, will be subject to the Company's discretion and applicable market conditions.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities. Any offers, solicitations of offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act of 1933, as amended.

About Adecoagro
Adecoagro is a leading sustainable production company in South America. Adecoagro owns 210.4 thousand hectares of farmland, and several industrial facilities spread across the most productive regions of Argentina, Brazil and Uruguay, where it produces over 3.1 million tons of agricultural products and over 1 million MWh of renewable electricity.

Cautionary Statement on Forward-Looking Statements
This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995.

These statements are based on current expectations and assumptions as of the date of this release and involve known and unknown risks and uncertainties that could cause actual results to differ materially. These forward-looking statements may include, but are not limited to, statements regarding the Company's ability to access the capital markets, raise future financing or sell securities pursuant to the Shelf Registration. Actual results may differ materially due to market conditions and other risks discussed in the Company's filings with the SEC. Risks and uncertainties that may cause actual results to differ include risks disclosed in the Company's filings with the SEC, including its Annual Report on Form 20-F for the year ended December 31, 2024, and subsequent filings.

Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date made. Except as required by law, the Company undertakes no obligation to update or revise any forward-looking statements to reflect subsequent events or circumstances.

For further information, please contact:
Victoria Cabello
IR Officer
Email: ir@adecoagro.com 

View original content:https://www.prnewswire.com/news-releases/adecoagro-sa-announces-filing-of-shelf-registration-statement-302629624.html

SOURCE Adecoagro S.A.

FAQ

What did Adecoagro (AGRO) file with the SEC on December 1, 2025?

Adecoagro filed a Form F-3 shelf registration to offer up to $500 million of common shares, subscription rights, or both.

How much capital could Adecoagro (AGRO) raise under the shelf registration?

The shelf registration would allow offers and sales of up to $500 million of securities, if declared effective by the SEC.

Is Adecoagro (AGRO) required to sell securities under the December 1, 2025 filing?

No. The filing does not obligate Adecoagro to sell any securities; any offering is at the company's discretion and market conditions.

Can Adecoagro (AGRO) sell shares immediately after the December 1, 2025 filing?

No. Securities may not be sold nor offers accepted until the shelf registration is declared effective by the SEC.

What types of securities can Adecoagro (AGRO) offer under the shelf registration?

The company may offer common shares, rights to subscribe for common shares, or a combination of both on a registered basis.