ADECOAGRO S.A. ANNOUNCES OFFERING OF ITS COMMON SHARES

Rhea-AI Summary

Adecoagro (NYSE: AGRO) announced a public offering of $300,000,000 of common shares, subject to market and other conditions.

The company granted underwriters a 30-day overallotment option to purchase up to an additional $11,100,000 of shares exercisable from time to time within 30 days after December 11, 2025. J.P. Morgan and BofA Securities are global coordinators and joint book-running managers; BTG Pactual, Citigroup and Itaú BBA are joint book-running managers.

Controlling shareholder Tether indicated interest to purchase approximately $200.0 million and management/other investors indicated interest for about $26.0 million. The offering is being made from an effective shelf registration; a preliminary prospectus supplement is filed with the SEC.

Positive

• Potential proceeds of $300,000,000 to strengthen liquidity
• Controlling shareholder indicated interest of $200.0 million
• Underwriters include major global banks, supporting distribution

Negative

• Share dilution risk from $300,000,000 primary offering
• Additional $11,100,000 overallotment could increase dilution
• Indications of investor interest are non-binding and uncertain

Key Figures

Common share offering $300,000,000 Aggregate size of primary common-share offering

Underwriters’ option $11,100,000 Additional common shares via 30-day option

Tether indication $200 million Controlling shareholder’s indicated purchase amount

Management & others indication $26 million Indicated purchases by management and other investors

Option period 30 days Underwriters may exercise additional-share option after Dec 11, 2025

Shares outstanding 100,086,440 Common shares outstanding before this offering

9M25 revenue $1.0 billion Company revenue for nine months ended Sep 30, 2025

Net debt $871.5 million Net debt as of Sep 30, 2025

Market Reality Check

$8.32 Last Close

Volume Volume 331,967 is below 20-day average of 546,981, suggesting limited pre-news positioning. low

Technical Price at $8.32 is below 200-day MA of $9.14 and 29.4% under the 52-week high.

Peers on Argus

AGRO was down 0.61% while peers were mixed: LND up 0.55%, LMNR up 2.78%, DOLE and ALCO down. Moves do not indicate a broad farm-products trend.

Common Catalyst Only one peer, LMNR, had an earnings-date announcement; AGRO’s equity offering appears stock-specific rather than sector-driven.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 01	Shelf filing	Neutral	-1.4%	Filed Form F-3 shelf for up to $500M in potential securities.
Dec 01	Acquisition offer	Positive	-1.4%	Binding offer to buy YPF’s 50% in Profertil for about $600M.
Nov 11	Earnings update	Positive	+1.8%	Reported 3Q25 Adjusted EBITDA of $115.1M and record crushing.
Oct 23	Dividend declaration	Positive	-0.8%	Approved second $17.5M cash dividend tranche, totaling $35M for 2025.
Sep 08	Acquisition deal	Positive	-3.1%	Agreed to acquire Nutrien’s 50% stake in Profertil for ~$600M.

Pattern Detected

Recent positive strategic and capital-return news (acquisitions, dividends) often saw negative price reactions, signaling cautious sentiment toward balance-sheet moves.

Recent Company History

Over the last few months, Adecoagro announced major strategic and capital actions. On Sep 8, 2025 and Dec 1, 2025 it agreed and then submitted a binding offer to acquire Profertil stakes for roughly US$600 million, targeting up to 90% ownership. It filed a $500 million Form F‑3 shelf on Dec 1, 2025. Earlier, 3Q25 results showed Adjusted EBITDA of $115.1 million and an all‑time crushing record, while an annual cash dividend of $35 million was declared. Today’s common-share offering fits into this financing arc for the Profertil expansion.

Market Pulse Summary

This announcement outlines a $300 million primary common-share offering, with an additional $11.1 million underwriter option, to help fund Profertil-related payments and general purposes. Indications of interest from Tether (about $200 million) and other insiders ($26 million) highlight aligned participation, though these are not binding. Investors may track final pricing, total shares issued relative to the 100,086,440 pre-offering base, and progress on closing the roughly US$600 million Profertil transactions.

Key Terms

public offering financial

"today announced that it has commenced a public offering of $300,000,000"

A public offering is when a company sells shares to the general public through the stock market, either by issuing new shares to raise cash or by letting existing owners sell their stakes. Think of it like a business opening its doors to many new owners at once: it can bring in money for growth but also increases the number of shares available, which can change the stock price and dilute existing ownership — key factors investors watch closely.

underwriters financial

"The Company has granted the underwriters the right to purchase up"

Underwriters are financial professionals or institutions that help companies raise money by selling new securities, such as stocks or bonds, to investors. They assess the risk and determine the price at which these securities should be sold, acting like a bridge between the company and the investors. Their role helps ensure that the company raises the needed funds while providing investors with options that reflect the level of risk involved.

preliminary prospectus supplement regulatory

"A preliminary prospectus supplement related to the offering has been filed"

A preliminary prospectus supplement is an initial document that provides important details about a new stock or bond offering before it is finalized. It helps investors understand what is being sold and why, so they can decide whether to invest. Think of it as a preview before the full sales brochure is ready.

prospectus regulatory

"Copies of the preliminary prospectus supplement and accompanying prospectus related"

A prospectus is a detailed document that explains a company's plans for offering new shares or investments to the public. It’s important because it provides potential investors with key information about the company’s business, risks, and how they might make money, helping them decide whether to invest. Think of it as a guidebook for understanding what you're buying into.

AI-generated analysis. Not financial advice.

LUXEMBOURG, December 9, 2025 /PRNewswire/ -- Adecoagro S.A. (NYSE: AGRO) ("Adecoagro" or the "Company") today announced that it has commenced a public offering of $300,000,000 of its common shares, subject to market and other conditions. J.P. Morgan and BofA Securities will act as global coordinators and joint book-running managers. BTG Pactual, Citigroup and Itaú BBA will act as joint book-running managers. The Company has granted the underwriters the right to purchase up to an additional $11,100,000 of its common shares. The underwriters can exercise this right from time to time within 30 days after December 11, 2025.

Our controlling shareholder, Tether Investments S.A. de C.V. ("Tether"), and certain of our management and other investors have indicated an interest in purchasing common shares in this offering at the public offering price. Tether has indicated an interest in purchasing approximately $200.0 million of those common shares, and certain of our management and other investors have indicated an interest in purchasing an aggregate of approximately $26.0 million of those common shares. However, because indications of interest are not binding agreements or commitments to purchase, the underwriters could determine to sell more, fewer or no shares to Tether or to such other investors, and each of Tether and such other investors could determine to purchase more, fewer or no shares in this offering.

The shares are being offered pursuant to an effective shelf registration statement that has been filed with the Securities and Exchange Commission (the "SEC"). A preliminary prospectus supplement related to the offering has been filed with the SEC and is available on the SEC's website at http://www.sec.gov. Copies of the preliminary prospectus supplement and accompanying prospectus related to the offering may be obtained by contacting J.P. Morgan Securities LLC at c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by email at prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com; BofA Securities at NC1-022-02-25, 201 North Tryon Street, Charlotte, NC  28255-0001, attn: Prospectus Department or by email at dg.prospectus_requests@bofa.com; Banco BTG Pactual S.A. - Cayman Branch, Equity Capital Markets, at 601 Lexington Ave, 57th floor, New York NY 10022 or by email at ol-ecm@btgpactual.com or by telephone at 1-212-293-4600; Citigroup at c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by telephone at 1-800-831-9146; or Itau BBA USA Securities, Inc. at 540 Madison Avenue 24th Floor, New York, NY 10022, attn: Equity Sales Desk or by email at roadshowdesk@itaubba.com or IBBA-IBDECM@itaubba.com or by telephone at 1-212-710-6756.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction

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 statement. 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-offering-of-its-common-shares-302637197.html

SOURCE Adecoagro S.A.

FAQ

What size offering did Adecoagro (AGRO) announce on December 9, 2025?

Adecoagro announced a public offering of $300,000,000 of common shares on December 9, 2025.

How large is the underwriters' overallotment option in the AGRO offering?

Underwriters have the right to purchase up to an additional $11,100,000 of common shares, exercisable within 30 days after December 11, 2025.

How much has controlling shareholder Tether indicated interest to buy in AGRO's offering?

Tether indicated interest to purchase approximately $200.0 million of the common shares at the public offering price.

Did Adecoagro file a prospectus for the AGRO share offering?

Yes. The offering is being made under an effective shelf registration and a preliminary prospectus supplement has been filed with the SEC.

Which banks are managing Adecoagro's (AGRO) December 2025 share offering?

J.P. Morgan and BofA Securities are global coordinators and joint book-running managers; BTG Pactual, Citigroup and Itaú BBA are joint book-running managers.

Will management and other investors participate in Adecoagro's AGRO offering?

Certain management and other investors indicated interest to purchase an aggregate of approximately $26.0 million, but those indications are non-binding.