ADECOAGRO S.A. ANNOUNCES PRICING OF UNDERWRITTEN OFFERING OF COMMON SHARES

Rhea-AI Summary

Adecoagro (NYSE: AGRO) priced an underwritten offering of 41,379,311 common shares at $7.25 per share, generating gross proceeds of approximately $300.0 million. The company granted underwriters a 30-day option to purchase up to an additional 1,111,035 shares. The offering is expected to close on December 15, 2025, subject to customary closing conditions.

Tether Investments, Adecoagro's controlling shareholder, agreed to purchase 30,344,827 shares, and management and other investors agreed to buy an aggregate of 3,627,585 shares. The offering is being made from an effective shelf registration and a final prospectus supplement will be filed with the SEC.

Positive

• Gross proceeds of approximately $300.0 million
• Controlling shareholder committed to purchase 30,344,827 shares
• Management and other investors committed to purchase 3,627,585 shares

Negative

• Issuance of 41,379,311 new shares may dilute existing shareholders
• Offering closing is subject to customary conditions and not guaranteed

Key Figures

Primary shares offered 41,379,311 shares Common shares in underwritten public offering

Offering price $7.25 per share Public offering price for common shares

Gross proceeds $300.0 million Expected gross proceeds from common share offering

Underwriters’ option shares 1,111,035 shares Additional shares under 30-day overallotment option

Controlling shareholder purchase 30,344,827 shares Common shares to be purchased by Tether Investments at offering price

Management & other investors 3,627,585 shares Aggregate shares to be purchased by management and other investors

Closing date December 15, 2025 Expected closing date for the offering, subject to conditions

Same-day price move -5.87% Share price change ahead of/around offering pricing

Market Reality Check

$7.38 Last Close

Volume Volume 3,348,789 is 4.47x the 20-day average of 748,361, signaling heavy pre-pricing activity. high

Technical Shares at $7.38 are below the $9.09 200-day MA and sit just above the $7.305 52-week low.

Peers on Argus 3 Up

AGRO fell 5.87% while key farm-product peers were mostly higher (e.g., DOLE +3.52%, FDP +4.14%, LMNR +1.56%), indicating a company-specific reaction to the equity offering.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 09	Equity offering launch	Negative	+1.6%	Announced planned $300M primary common share offering with overallotment option.
Dec 01	Shelf & M&A update	Neutral	-1.4%	Filed registration and outlined intent to acquire remaining 50% of Profertil.
Dec 01	Acquisition offer	Positive	-1.4%	Submitted binding offer to buy YPF’s 50% stake in Profertil S.A.
Nov 11	Earnings & strategy	Positive	+1.8%	Reported strong 3Q25 Adjusted EBITDA and strategic shift toward ethanol maximization.
Oct 23	Dividend declaration	Positive	-0.8%	Approved second $17.5M cash dividend tranche, completing $35M annual payout.

Pattern Detected

Recent news has produced modest price moves, with positive corporate actions (earnings, dividends) sometimes met by weak or negative reactions and financing/acquisition news showing mixed alignment.

Recent Company History

Over the last few months, Adecoagro has combined capital returns with aggressive growth plans. A July senior notes offering and the Dec 1 filing to acquire the remaining 50% of Profertil signaled a balance sheet and M&A strategy. The Dec 9 common share offering announcement for about $300 million preceded today’s pricing of 41,379,311 shares. Earlier, a $35 million annual dividend and solid 3Q25 Adjusted EBITDA of $115.1 million framed the equity raise within ongoing growth and return of capital.

Market Pulse Summary

This announcement prices a large underwritten equity offering at $7.25 per share for 41,379,311 common shares, plus a 30-day option for 1,111,035 additional shares. It follows the earlier offering announcement and supports Adecoagro’s broader financing plans. Historically, earnings strength, dividends, and acquisition steps around Profertil have driven only modest price changes. Investors may watch how the enlarged equity base interacts with future profitability, M&A execution and capital return policies.

Key Terms

underwritten offering financial

"announced the pricing of its previously announced underwritten offering."

An underwritten offering is when a bank or group of banks agrees to buy all of a company's new shares or bonds and then resell them to outside investors, guaranteeing the company will raise a specific amount of money. It matters to investors because it adds certainty that the funding will close while increasing the number of shares or debt in the market, which can lower the price per share and change each existing owner's ownership percentage—think of a wholesaler buying an entire shipment from a maker before it reaches stores.

global coordinators financial

"J.P. Morgan and BofA Securities are acting as global coordinators and joint book-running"

Global coordinators are the lead investment banks that organize and manage a large securities offering, such as an initial public offering, acting like a project manager who lines up other banks, sets the timetable, leads investor presentations and helps decide the offer price and allocation. Investors care because the choice and performance of global coordinators affect the deal’s credibility, demand and pricing — factors that can influence short‑ and long‑term share performance.

book-running managers financial

"are acting as global coordinators and joint book-running managers for the offering."

Book-running managers are the main banks or financial firms that organize and oversee a company's sale of new stocks or bonds. They help set the price, decide how many to sell, and coordinate the process to make sure everything runs smoothly. Their role is important because they guide the company through the complex process of raising money from investors.

prospectus regulatory

"The offering is being made only by means of a prospectus and prospectus supplement"

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.

prospectus supplement regulatory

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

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

registration statement regulatory

"pursuant to an effective shelf registration statement that has been filed with the"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

securities regulatory

"nor shall there be any sale of these securities in any state or jurisdiction"

Securities are financial investments that represent a claim on part of a company's assets or earnings, such as stocks or bonds. They are like certificates proving ownership or debt, which can be bought and sold in financial markets. Securities matter to investors because they offer opportunities to grow wealth, earn income, or manage risk through different types of investments.

Securities and Exchange Commission regulatory

"that has been filed with the Securities and Exchange Commission (the "SEC")."

A national government agency that enforces rules for buying, selling and disclosing information about stocks and other investments, acting like a referee and scorekeeper for financial markets. It requires companies to share clear, regular financial and business information and investigates fraud or rule-breaking, which matters to investors because those rules and disclosures help ensure fair prices, reduce hidden risks and make it easier to compare investment choices.

AI-generated analysis. Not financial advice.

LUXEMBOURG, December 12, 2025 /PRNewswire/ -- Adecoagro S.A. (NYSE: AGRO) ("Adecoagro" or the "Company") today announced the pricing of its previously announced underwritten offering. Adecoagro will sell 41,379,311 common shares at a price per share to the public of $7.25, resulting in gross proceeds of approximately $300.0 million. In connection with the offering, the Company has granted the underwriters a 30-day option to purchase up to an additional 1,111,035 common shares. The offering is expected to close on December 15, 2025, subject to satisfaction of customary closing conditions.

J.P. Morgan and BofA Securities are acting as global coordinators and joint book-running managers for the offering. BTG Pactual, Citigroup and Itaú BBA are acting as joint book-running managers for the offering.

Our controlling shareholder, Tether Investments S.A. de C.V., has agreed to purchase 30,344,827 common shares, and certain of our management and other investors have agreed to purchase an aggregate of 3,627,585 common shares in this offering at the public offering price.

The shares are being offered pursuant to an effective shelf registration statement that has been filed with the Securities and Exchange Commission (the "SEC"). The offering is being made only by means of a prospectus and prospectus supplement that form part of the registration statement. 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. A final prospectus supplement relating to the offering will be filed with the SEC. When available, copies of the final 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

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SOURCE Adecoagro S.A.

FAQ

How many shares is Adecoagro (AGRO) selling in the December 2025 offering?

Adecoagro is selling 41,379,311 common shares in the offering.

What price per share did Adecoagro (AGRO) set for the underwritten offering on December 12, 2025?

The offering was priced at $7.25 per share.

When is the Adecoagro (AGRO) offering expected to close?

The offering is expected to close on December 15, 2025, subject to customary closing conditions.

How much gross proceeds will Adecoagro (AGRO) raise from the offering?

The offering is expected to generate approximately $300.0 million in gross proceeds.

Will any insiders participate in the Adecoagro (AGRO) share offering?

Yes; the controlling shareholder agreed to buy 30,344,827 shares and management/other investors agreed to buy 3,627,585 shares.

Is there an overallotment option in Adecoagro's (AGRO) December 2025 offering?

Yes; underwriters have a 30‑day option to purchase up to an additional 1,111,035 shares.