Adecoagro (NYSE: AGRO) plans $500M shelf and $600M Profertil buyout bid

Rhea-AI Filing Summary

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.

Positive

• Transformative Profertil acquisition: Binding offer to buy YPF’s remaining 50% stake for about US$600 million would give Adecoagro 90% control of a large, low-cost fertilizer producer that generated roughly US$390 million in average annual EBITDA over 2020–2024.
• Strategic vertical integration: Profertil supplies about 60% of Argentina’s urea consumption, potentially strengthening Adecoagro’s position in the regional agricultural value chain once consolidated.
• Financing visibility: The transaction is backed by existing cash balances, a committed long-term credit facility, and equity sale proceeds, reducing execution risk around funding.

Negative

• Leverage and dilution: Funding the US$600 million Profertil stake through a new long-term credit facility and proceeds from the sale of equity implies higher debt and potential shareholder dilution.
• Execution and closing risk: The acquisition remains subject to YPF board approval and customary closing conditions, with no assurance in the text that it will be consummated on the expected terms or timeline.

Insights

Equity analyst

Adecoagro pairs a $500M shelf with a $600M Profertil buyout plan.

Adecoagro has filed a Form F-3 shelf that would permit offerings of up to $500 million in common shares and subscription rights, providing flexibility to raise capital as needed after SEC effectiveness. In parallel, it submitted a binding offer to acquire YPF’s 50% stake in Profertil S.A. for about US$600 million, on terms aligned with its earlier deal for Nutrien’s 50% interest.

If the transaction closes, Adecoagro would control 90% of Profertil, while Asociación de Cooperativas Argentinas would hold 10%. Profertil is described as a low-cost producer with annual capacity of about 1.3 million metric tons of urea and 790 thousand metric tons of ammonia and an average annual EBITDA near US$390 million for 2020–2024, suggesting a sizable, cash-generating addition to Adecoagro’s platform.

The company plans to finance the acquisition through existing cash balances, a committed long-term credit facility, and proceeds from equity sales, implying a mix of higher leverage and potential equity dilution. Closing remains subject to YPF board approval in December 2025 and customary conditions, with completion targeted by December 31, 2025; actual impact will depend on final terms and future performance.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16

OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of December 2025

Commission File Number: 001-35052

Adecoagro S.A.

(Translation of registrant’s name into English)

28, Boulevard F.W. Raiffeisen,

L-2411, Luxembourg

Grand Duchy of Luxembourg

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F X Form 40-F

TABLE OF CONTENTS

ITEM
1	Press release dated December 1, 2025 related to the registrant’s filing a shelf registration statement.
2	Press release dated December 1, 2025 related to the registrant’s announcement of its submission of a binding offer to acquire the remaining 50% of Profertil S.A.

Item 1

ADECOAGRO S.A. ANNOUNCES FILING OF SHELF REGISTRATION STATEMENT

Luxembourg, December 1, 2025 – 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

Item 2 

ADECOAGRO ANNOUNCES SUBMISSION OF BINDING OFFER TO ACQUIRE THE REMAINING 50% OF PROFERTIL S.A.

LUXEMBOURG, December 1, 2025/PRNewswire/ -- Adecoagro S.A. (NYSE: AGRO) (“Adecoagro” or the “Company”), a leading sustainable production company in South America, announced the submission of a binding offer to acquire YPF’s 50% stake in Profertil S.A., the largest producer of granular urea in South America.

This binding offer was submitted under substantially the same terms and conditions to those previously agreed between Adecoagro and Nutrien, including a purchase price of approximately US$600 million. In relation to the acquisition of Nutrien’s 50 % interest in Profertil S.A., the main precedent conditions are fulfilled.

Adecoagro’s offer acceptance by YPF is subject of approval by YPF’s Board of Directors to be held in December 2025.

Upon consummation of this acquisition Adecoagro will become the controlling shareholder of Profertil owning 90% of the total share capital. The remaining 10% will be held by Asociación de Cooperativas Argentinas.

The Company will finance the transaction through a combination of existing cash balances, a new long term credit facility which has already been committed, and proceeds from the sale of equity.

Profertil is a low-cost producer of urea and ammonia globally. With an annual capacity of approximately 1.3 million metric tons of urea and 790 thousand metric tons of ammonia, the company supplies approximately 60% of Argentina’s urea consumption. Its state-of-the-art industrial complex located in the city of Bahía Blanca—Argentina’s most important petrochemical hub—enjoys access to competitively priced natural gas and electricity. Profertil has a fully dollarized revenue business given the export nature of the product. The company generated an average annual EBITDA of approximately US$390 million over the 2020-2024 period.

Mariano Bosch, Co-Founder and Chief Executive Officer of Adecoagro, stated: “This transaction marks a significant milestone for Adecoagro, enhancing our scale, diversifying our portfolio, and strengthening the Company’s long-term performance. Supported by our principal shareholder, we are leveraging Argentina’s competitive advantages to drive sustainable growth and value creation for our stakeholders. The acquisition of Profertil positions Adecoagro as a key supplier to the regional agricultural sector, integrating a business with robust fundamentals and consistent cash generation. Profertil’s strategic location, with direct access to Argentina’s competitive natural gas resources, further reinforces our commitment to operational excellence and long-term resilience.”

Juan Sartori, Head of Special Projects of Tether and Chairman of Adecoagro’s Board of Directors, added: “As we have consistently stated, Adecoagro combines high-quality, low-cost production assets with a strong and experienced management team. This acquisition accelerates the Company’s growth trajectory and reinforces its ability to deploy capital in a disciplined and high-return manner. At Tether, we are excited to support Adecoagro in this strategy. Profertil is a best-in-class company, essential to Argentina and South America’s agricultural production chain, and we believe its integration will significantly enhance Adecoagro’s platform by increasing exposure to sustainable, real assets that create long-term value.”

The transaction is subject to customary closing conditions and is expected to be completed by December 31, 2025. Upon completion, Profertil will be fully consolidated into Adecoagro’s operations, strengthening the Company’s integrated model and enhancing its ability to secure key inputs that are essential to the region’s agricultural and food-production sectors.

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.

Adecoagro’s management will host a conference call on December 3, 2025 at 11am EST, to discuss the transaction.

Item 2

About Profertil:

Profertil is a company devoted to the production of the fertilizers needed to optimize crop yields in a sustainable manner. Equally owned by YPF and Nutrien Ltd., Profertil has its production plant located in the port of Ingeniero White, Province of Buenos Aires. There, it produces 1,320,000 tons of granulated urea annually, the main nitrogen fertilizer for the soil in the production of different oilseeds and grains. In addition, it sells other fertilizers and prepares tailor-made mixtures to provide each territory and crop with the nutrition required. It has administrative offices in Buenos Aires and logistic terminals in Bahía Blanca, Necochea, San Nicolás (Buenos Aires) and Puerto General San Martín (Santa Fe).

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.

Forward-Looking Statements

This press release contains forward-looking statements. Forward-looking statements can be identified by the fact that they do not relate strictly to historic or current facts and often use words such as “anticipate,” “estimate,” “expect,” “believe,” “will likely result,” “outlook,” “project” and other words and expressions of similar meaning. Investors are cautioned not to place undue reliance on forward-looking statements. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including, but not limited to, those set forth in the “Risk Factors” section of the Company’s Form 20-F for the fiscal year ended December 31, 2024 and subsequent filings with the SEC. The Company may not succeed in addressing these and other risks. Consequently, all forward-looking statements in this release are qualified by the factors, risks and uncertainties contained therein. No assurance can be given that the transactions described in this press release will be consummated or as to the ultimate terms of any such transactions.

For questions, please contact:

Adecoagro

Victoria Cabello - IR Officer

Email: ir@adecoagro.com

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Adecoagro S.A.
	By:	/s/ Emilio Federico Gnecco
		Name:	Emilio Federico Gnecco
		Title:	Chief Financial Officer

Date: December 1, 2025

FAQ

What did Adecoagro (AGRO) announce regarding a new securities offering?

Adecoagro announced it filed a shelf registration statement on Form F-3 that, once effective, will allow it to offer and sell, from time to time, up to $500 million of common shares, rights to subscribe for common shares, or a combination of both, subject to market conditions and its capital needs.

What acquisition is Adecoagro (AGRO) pursuing with Profertil S.A.?

Adecoagro submitted a binding offer to acquire YPF’s 50% stake in Profertil S.A., the largest producer of granular urea in South America, for approximately US$600 million, on substantially the same terms as its earlier agreement with Nutrien.

How much of Profertil will Adecoagro own if the transaction closes?

Upon consummation of the acquisition of YPF’s 50% stake, Adecoagro will become the controlling shareholder of Profertil, owning 90% of the total share capital, with the remaining 10% held by Asociación de Cooperativas Argentinas.

How will Adecoagro finance the Profertil acquisition?

Adecoagro plans to finance the approximately US$600 million purchase price through a combination of existing cash balances, a new long term credit facility that has already been committed, and proceeds from the sale of equity.

What are Profertil’s key operating and financial characteristics?

Profertil is described as a low-cost producer of urea and ammonia, with annual capacity of about 1.3 million metric tons of urea and 790 thousand metric tons of ammonia, supplying around 60% of Argentina’s urea consumption and generating average annual EBITDA of roughly US$390 million over 2020–2024.

When is the Profertil transaction expected to close and what approvals are needed?

Adecoagro states that acceptance of its offer by YPF is subject to approval by YPF’s Board of Directors in December 2025, and that the transaction, which is subject to customary closing conditions, is expected to be completed by December 31, 2025.

Why did Adecoagro file a shelf registration now?

The company notes that, once effective, the shelf registration will allow it to offer and sell securities on a registered basis from time to time, subject to market conditions, its capital needs, and SEC limitations, giving it flexibility to raise financing, including for transactions such as the Profertil acquisition.