Adecoagro S A SEC Filings

Adecoagro S.A. has filed a Form 6-K to furnish a press release dated December 15, 2025 related to its 90% acquisition of Profertil. This report formally records the transaction for U.S. investors by attaching the press release as an exhibit.

The filing is signed by Chief Financial Officer Emilio Federico Gnecco, underscoring that the information about the Profertil acquisition is being provided with executive authorization.

Adecoagro S.A. is offering 41,379,311 common shares at $7.25 per share, with an option for underwriters to buy up to an additional 1,111,035 shares. Gross proceeds are $300.0 million, with estimated net proceeds of about $296.4 million after underwriting discounts and expenses. The company plans to use these funds primarily to pay installments due to YPF for acquiring its equity interest in fertilizer producer Profertil, and for working capital and general corporate purposes.

Adecoagro’s controlling shareholder, Tether Investments S.A. de C.V., has agreed to purchase 30,344,827 shares, while certain management and other investors will buy an additional 3,627,585 shares at the offering price. Common shares outstanding will rise from 100,086,440 as of September 30, 2025 to 141,465,751 after the offering. For the nine months ended September 30, 2025, Adecoagro reported revenue of $1.0 billion, profit of $8.1 million, Adjusted EBITDA of $206.4 million and net debt of $871.5 million.

Adecoagro S.A., a Luxembourg-based foreign private issuer, submitted a report for December 2025 that includes a press release titled “Adecoagro S.A. Announces Pricing of Underwritten Offering of Common Shares.” The filing indicates that the company has moved forward with setting the price for an underwritten sale of its common shares, a step typically associated with raising new equity capital. The report is signed on behalf of Adecoagro S.A. by its Chief Financial Officer, Emilio Federico Gnecco, confirming the company’s authorization of this disclosure.

Adecoagro S.A. is conducting a primary offering of common shares with an aggregate offering price of $300 million, with an additional 30‑day option for underwriters to buy up to $11.1 million more. The common shares trade on the NYSE under the symbol AGRO.

The company plans to use the net proceeds mainly to pay installments owed to YPF for the acquisition of its equity interests in Profertil, plus working capital and general corporate purposes. Tether Investments, Adecoagro’s controlling shareholder, has indicated interest in buying about $200 million of the shares, while management and other investors have indicated interest in about $26 million, though these indications are not binding.

Adecoagro positions this equity raise within a broader strategy to acquire up to 90% of Profertil, a leading South American granular urea producer with 2024 revenue of $667 million and Adjusted EBITDA of $280 million. As of September 30, 2025, Adecoagro reported nine‑month revenue of $1.0 billion, profit of $8.1 million, Adjusted EBITDA of $206.4 million, net debt of $871.5 million and total assets of $3.6 billion, with 100,086,440 common shares outstanding before this offering.

Adecoagro S.A. filed a shelf registration statement on Form F-3 that, once effective, would allow it to offer and sell up to $500 million of common shares and subscription rights from time to time, depending on market conditions and its capital needs. Separately, the company submitted a binding offer to acquire YPF’s remaining 50% stake in Profertil S.A. for approximately US$600 million, under substantially the same terms as its earlier agreement to buy Nutrien’s 50% interest. If completed, Adecoagro would own 90% of Profertil, with Asociación de Cooperativas Argentinas holding the remaining 10%. The deal will be financed through existing cash, a committed long-term credit facility, and proceeds from the sale of equity. Profertil produced an average annual EBITDA of about US$390 million over 2020–2024 and has capacity of roughly 1.3 million metric tons of urea and 790 thousand metric tons of ammonia per year. The transaction is subject to customary closing conditions and is expected to close by December 31, 2025.

Adecoagro S.A. filed a Form 6-K to provide investors with detailed financial information on Profertil S.A., which it describes as a significant probable acquisition. The filing submits Profertil’s audited financial statements as of December 31, 2024 and 2023, including results for each of the two years ended December 31, 2024, prepared under IFRS Accounting Standards issued by the IASB. It also includes unaudited condensed interim financial statements for the nine-month periods ended September 30, 2025 and 2024, presented in U.S. dollars and prepared under IAS 34. This additional disclosure helps investors evaluate the scale and financial profile of Profertil ahead of a potential transaction.