Bioceres Crop Solutions (NASDAQ: BIOX) posts 3Q26 loss and faces adverse liability ruling
Rhea-AI Filing Summary
Bioceres Crop Solutions updated its fiscal third-quarter 2026 results and disclosed an adverse court ruling. The company booked an additional $3.4 million provision under IAS 37 tied to contingent payments from past acquisitions. Third-quarter revenue from continuing operations was $39.4 million, down from $51.1 million, while net results swung to a $13.4 million loss from a $2.3 million profit and Adjusted EBITDA was $(0.6) million versus $9.1 million. Total financial debt was $227.8 million and net financial debt $212.9 million as of March 31, 2026, with equity falling to $91.7 million from $295.2 million as of June 30, 2025. Separately, a New York court granted plaintiffs partial summary judgment on liability under the company’s note purchase agreements, finding multiple events of default and valid acceleration; damages and related amounts will be determined later, and Bioceres continues to contest the case.
Positive
- None.
Negative
- Profitability deterioration: 3Q26 net loss was $13.4 million versus a $2.3 million profit in 3Q25, and Adjusted EBITDA declined from $9.1 million to $(0.6) million.
- Balance sheet and legal pressure: Equity dropped to $91.7 million from $295.2 million as of June 30, 2025, while a New York court found multiple events of default and confirmed note acceleration and guarantor liability, with monetary amounts still to be determined.
Insights
Results weaken, leverage and legal risks increase after adverse liability ruling.
Bioceres reported softer fundamentals in 3Q26. Revenue from continuing operations fell to $39.4 million, with segment declines in Crop Protection and Seeds driving a 23% top-line drop and gross margin compression to 32%. Adjusted EBITDA turned slightly negative at $(0.6) million.
The balance sheet shows strain. Net financial debt was $212.9 million as of March 31, 2026, while equity declined to $91.7 million from $295.2 million at June 30, 2025, reflecting the Pro Farm foreclosure and related write-downs.
Litigation around the note purchase agreements is a key overhang. The New York court found multiple events of default and confirmed acceleration and guarantor liability, with damages, default interest, premiums and fees still to be set. Outcomes of these next phases, and future financial updates, will shape the company’s flexibility and risk profile.
Key Figures
Key Terms
IAS 37 financial
Adjusted EBITDA financial
discontinued operations financial
Events of Default financial
foreclosure auction financial
non-IFRS financial measures financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
Report of Foreign Private Issuer
Pursuant to Rules 13a-16 or 15d-16 under
the Securities Exchange Act of 1934
For the month of June 2026
Commission File Number: 001-38836
BIOCERES CROP SOLUTIONS CORP.
(Translation of registrant’s name into English)
Ocampo 210 bis, Predio CCT, Rosario
Province of Santa Fe, Argentina
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
Update to the Fiscal Third Quarter Ended March 31, 2026 Earnings Release
This Amendment No. 1 (the “Amendment”) amends the current report on Form 6-K originally furnished by Bioceres Crop Solutions Corp. (the “Company”) with the U.S. Securities and Exchange Commission on May 11, 2026 (the “Original Form 6-K”), which included the Company’s earnings release reporting financial and operating results for the fiscal third quarter ended March 31, 2026.
Subsequent to the furnishing of the Original Form 6-K, the Company recorded an additional provision of approximately $3.4 million in accordance with IAS 37 due to a reassessment related to contingent payment obligations associated with historical acquisition arrangements. The adjustment did not affect revenues, Adjusted EBITDA, cash balances, indebtedness balances, or the operational discussion previously disclosed in the Original Form 6-K.
Exhibit 99.1 hereto supersedes and replaces Exhibit 99.1 of the Original Form 6-K. Except as specifically described herein, and certain immaterial conforming changes, no other material changes have been made to the Original Form 6-K and the remaining disclosures therein remain unchanged.
In addition, the Company continues to evaluate matters arising in the context of the ongoing litigation and related developments in connection with the completion of the review process relating to the Company’s unaudited interim condensed consolidated financial statements as of March 31, 2026 and June 30, 2025, and for the three and nine-month periods ended March 31, 2026 and 2025.
Court Hearing
On June 16, 2026, the Supreme Court of the State of New York, County of New York (Schecter, J.) held oral argument in Jasper Lake Ventures One LLC, et al. v. Bioceres Crop Solutions Corp., et al., Index No. 659704/2025, on two pending motions: Defendants’ Motion for Leave to Amend their counterclaims (Motion Seq. 007) and Plaintiffs’ Motion for Partial Summary Judgment on Liability (Motion Seq. 008).
Following oral argument, the Court denied the Motion for Leave to Amend, finding that contractual waiver provisions in the operative Note Purchase Agreements Amendments and Guarantees barred the proposed counterclaims, and granted Plaintiffs’ Motion for Partial Summary Judgment on Liability, finding that multiple Events of Default had occurred, that Plaintiffs had validly accelerated the obligations, and that both the Company and the Guarantors under the Note Purchase Agreements are liable. The Court’s ruling addresses liability only. Damages, default interest, contractual premiums and fees, any deficiency accounting, and related issues, including the commercial reasonableness of the January 20, 2026, auction of the foreclosed on assets of Pro Farm Group, Inc., remain to be determined. The Company and the Guarantors under the Note Purchase Agreements continue to contest the allegations and intend to defend the matter vigorously.
Exhibit List
| Exhibit No. | Description | |
| 99.1 | Updated earnings release for fiscal third quarter ended March 31, 2026. |
SIGNATURES
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.
| BIOCERES CROP SOLUTIONS CORP. | ||
| (Registrant) | ||
| Dated: June 19, 2026 | By: | /s/ Federico Trucco |
| Name: | Federico Trucco | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
| 1 | BIOCERES CROP SOLUTIONS | THIRD QUARTER 2026 |  |
Bioceres Crop Solutions
Bioceres Crop Solutions
Bioceres Crop Solutions Reports
Fiscal Third Quarter 2026
Financial and Operational Results1
Total revenues in 3Q26 were $39.4 million
3Q26 net loss was $13.4 million and Adjusted EBITDA1 was $(0.6) million
ROSARIO, Argentina – June 19, 2026 – Bioceres Crop Solutions Corp. (Bioceres) (NASDAQ: BIOX), a leader in the development
and commercialization of productivity solutions designed to regenerate agricultural ecosystems while making crops more resilient to climate
change, announced financial results for the fiscal third quarter ended March 31, 2026. Financial results are expressed in U.S. dollars
and are presented in accordance with International Financial Reporting Standards. All comparisons in this announcement are year-over-year
(YoY), unless otherwise noted.
Presentation of Results
In January 2026, the Company’s Pro Farm Group (PFG) business was subject to a foreclosure auction and has been classified as discontinued operations. Accordingly, unless otherwise indicated, the financial results discussed below reflect the Company’s continuing operations for all periods presented, and prior-year amounts have been recast to exclude the PFG business.
Financial & Business Highlights
| ● | Total revenues were $39.4 million in 3Q26, a 23% year-over-year decline, reflecting softer demand and competitive pressures in Crop Protection, together with the ongoing transition in Seeds. Crop Nutrition revenues increased 15% during the quarter. |
| ● | Gross profit was $12.7 million, with gross margin of 32%, reflecting lower revenues and product mix effects across segments. Crop Nutrition results were impacted by a non-recurring obsolescence adjustment in inoculants related to inventory normalization efforts. |
| ● | SG&A expenses declined 16% year over year, reflecting continued execution of organizational streamlining and cost management initiatives across the continuing operations. |
| ● | Net loss was $13.4 million and Adjusted EBITDA1 was $(0.6) million, primarily reflecting lower gross profit and the absence of prior-year non-cash income associated with the reorganization in Seeds. |
| ● | Following the Pro Farm foreclosure auction earlier this year, and the related noteholder dispute, the Company continued advancing liability management initiatives across its operating subsidiaries, including debt reprofiling efforts and a voluntary bond maturity extension process in Argentina. |
1 This version supersedes the earnings release originally furnished on Form 6-K dated May 11, 2026 and has been updated to reflect revised financial information. The principal update relates to the recognition of an additional provision recorded in accordance with IAS 37. Please refer to the “Use of non IFRS financial information” section at the end of this document on our use of Adjusted EBITDA and its reconciliation to the most comparable IFRS financial measure.
| 2 | BIOCERES CROP SOLUTIONS | THIRD QUARTER 2026 | |
Bioceres Crop Solutions
Bioceres Crop Solutions
Management Review
Mr. Federico Trucco, Bioceres’ Chief Executive Officer, commented: “This quarter reflects a period of transition and operational refocusing for the Company. While market conditions in several areas of our business remain challenging, and the effects of the transition in Seeds continue to weigh on reported results, we are increasingly focused on strengthening the fundamentals of the organization and prioritizing disciplined execution across the platform.
During the quarter, we continued advancing initiatives aimed at simplifying the organization, improving operational efficiency, strengthening working capital management and improving cash generation and liability management across key operating subsidiaries. In parallel, we are reinforcing governance and internal processes and conducting a strategic review of our continuing operations — including initiatives focused on organizational streamlining and capital allocation optimization — to ensure that capital, management attention, and resources remain aligned with the areas where we believe we can create the greatest long-term value.
We recognize the significance of the events surrounding Pro Farm and the uncertainty generated by the ongoing litigation process. While we continue to pursue the appropriate legal course and evaluate constructive alternatives where possible, our priority remains clear: stabilizing the business, preserving the value of our core operations, and positioning the Company for a more resilient and sustainable future.”
Key Financial Metrics
Table 1: 3Q26 Key Financial Metrics
| (In millions of U.S. dollars) | 3Q25 | 3Q26 | %CHANGE | |||||||||
| Revenue by Segment | ||||||||||||
| Crop Protection | 30.1 | 24.6 | -18 | % | ||||||||
| Seed and Integrated Products | 10.9 | 3.2 | -71 | % | ||||||||
| Crop Nutrition | 10.1 | 11.6 | 15 | % | ||||||||
| Total Revenue | 51.1 | 39.4 | -23 | % | ||||||||
| Gross Profit | 18.1 | 12.7 | -30 | % | ||||||||
| Gross Margin | 35 | % | 32 | % | -310 bpts |
| 3Q25 | 3Q26 | %CHANGE | ||||||||||
| GAAP Net income or loss | 2.3 | (13.4 | ) | -672 | % | |||||||
| Adjusted EBITDA1 | 9.1 | (0.6 | ) | -107 | % |
3Q26 Summary: Revenue performance in the third quarter reflects mixed demand dynamics across segments, particularly in Crop Protection, together with the ongoing transition in Seeds toward a more asset-light model. While these factors weighed on reported revenues, Crop Nutrition continued to grow, driven by microbeaded fertilizers.
| 3 | BIOCERES CROP SOLUTIONS | THIRD QUARTER 2026 | |
Bioceres Crop Solutions
Gross profit and margins declined year over year, reflecting lower revenues, product mix effects, and the impact of a non-recurring obsolescence adjustment in inoculants, associated with inventory normalization efforts during the period.
At the same time, the Company continued to execute on cost management and working capital initiatives, resulting in meaningful reductions in operating expenses and improvements in cash conversion dynamics during the quarter.
Profitability metrics were additionally impacted by the absence of prior year non-cash income associated with changes in contractual obligations and intellectual property arrangements as part of the reorganization in Seeds, which affected year-over-year comparability.
Fiscal Third Quarter 2026 Financial Results
Revenues
Table 2: 3Q26 Revenues by Segment
| (In millions of U.S. dollars) | 3Q25 | 3Q26 | %CHANGE | |||||||||
| Revenue by Segment | ||||||||||||
| Crop Protection | 30.1 | 24.6 | -18 | % | ||||||||
| Seed and Integrated Products | 10.9 | 3.2 | -71 | % | ||||||||
| Crop Nutrition | 10.1 | 11.6 | 15 | % | ||||||||
| Total Revenue | 51.1 | 39.4 | -23 | % |
Revenues were $39.4 million in 3Q26, compared to $51.1 million in the same period last year, representing a 23% year-over-year decline. Year-over-year performance should be interpreted in the context of the Company’s transition to a continuing operations perimeter, following the classification of the Pro Farm business as discontinued operations.
Performance during the quarter was impacted by softer demand and competitive pressures in certain Crop Protection categories, as well as the ongoing transition in Seeds toward a more asset-light model, both of which weighed on reported revenues. These effects were partially offset by growth in Crop Nutrition, driven by microbeaded fertilizers.
Crop Protection revenues were $24.6 million, down 18% year over year, reflecting lower adjuvant sales—driven by continued channel inventory adjustments and competitive pressures—and reduced third-party product sales amid softer pricing dynamics.
Seed and Integrated Products revenues totaled $3.2 million, compared to $10.9 million in the prior-year quarter. The year-over-year decline primarily reflects lower seed and grain sales, as the inventory reduction process carried out over recent quarters has now been substantially completed. Meanwhile, revenues from seed treatment packs increased during the quarter.
Crop Nutrition revenues were $11.6 million, up 15% year over year, driven by expansion in microbeaded fertilizers, supported by a low comparable base and stronger demand during the period, amid global supply and price uncertainty.
| 4 | BIOCERES CROP SOLUTIONS | THIRD QUARTER 2026 | |
Bioceres Crop Solutions
Overall, revenue performance in the quarter reflects a combination of market-driven headwinds and portfolio transition effects.
Gross Profit & Margin
Table 3: 3Q26 Gross Profit by Segment
| (In millions of U.S. dollars) | 3Q25 | 3Q26 | %CHANGE | |||||||||
| Gross profit by Segment | ||||||||||||
| Crop Protection | 11.1 | 8.7 | -22 | % | ||||||||
| Seed and Integrated Products | 2.1 | 1.0 | -54 | % | ||||||||
| Crop Nutrition | 4.9 | 3.1 | -38 | % | ||||||||
| Total Gross Profit | 18.1 | 12.7 | -30 | % | ||||||||
| Gross Margin (%) | 35 | % | 32 | % | -310 bpts |
Gross profit was $12.7 million in 3Q26, compared to $18.1 million in the same period last year, representing a 30% year-over-year decline. The decrease reflects lower revenues, together with product mix effects and the impact of obsolescence adjustments in inoculants, discussed below. Overall gross margin declined from 35% to 32%.
In Crop Protection, gross profit was $8.7 million, compared to $11.1 million in the prior-year quarter, largely mirroring revenue performance. Gross margin for the segment declined modestly, reflecting a lower participation from adjuvants within the product mix.
Gross profit in Seed and Integrated Products totaled $1.0 million, compared to $2.1 million last year. The decline was lower than the reduction in segment revenues, resulting in gross margin expansion from 19% to 30%. This reflects a more favorable mix, with a higher relative contribution from seed treatment packs, which carry structurally higher margins than grain sales.
Crop Nutrition gross profit was $3.1 million, compared to $4.9 million in 3Q25, with the decline occurring despite higher revenues. Segment performance was primarily impacted by a non-recurring obsolescence adjustment related to inoculants following an updated inventory assessment and normalization process conducted during the quarter. Excluding this adjustment, underlying inoculants profitability remained stable year over year.
Absent the inoculants obsolescence adjustment discussed above, overall gross margin performance during the quarter remained in line with the prior-year period.
Operating Expenses
Selling, General and Administrative Expenses: SG&A expenses totaled $16.1 million, a 16% decline compared to $19.2 million in the same quarter last year. The decrease reflects the continued execution of cost management initiatives and organizational streamlining initiatives across the continuing operations, including tighter control over discretionary spending and ongoing efficiency measures implemented over the last several quarters. Both fixed and variable expenses declined during the quarter.
D&A, share-based incentives and transactional expenses jointly amounted to $1.4 million compared to $2.3 million last year.
| 5 | BIOCERES CROP SOLUTIONS | THIRD QUARTER 2026 | |
Bioceres Crop Solutions
Research and Development: total R&D expenses were $1.9 million in 3Q26, compared to $2.2 million in 3Q25. D&A and share-based incentives in R&D expenses were $1.2 million and $0.9 million, respectively.
GAAP Net Income & Adjusted EBITDA1
Net loss was $13.4 million in 3Q26, compared to a net profit of $2.3 million in 3Q25. The year-over-year deterioration primarily reflects lower operating performance, the absence of approximately $7.7 million of prior year non-cash income associated with the reorganization in Seeds, and higher financial expenses during the quarter. It also reflects the inclusion of a $3.4 million provision related to contingent payment obligations associated with historical acquisition arrangements. These effects were partially offset by continued reductions in operating expenses and improved contribution from joint venture results.
Adjusted EBITDA1 was $(0.6) million in 3Q26, compared to $9.1 million in 3Q25. The year-over-year comparison was significantly impacted by the absence of prior-year non-cash income associated with changes in contractual obligations and intellectual property arrangements as part of the reorganization in Seeds, which affected comparability versus prior-year. Beyond this effect, underlying operating performance reflected lower gross profit during the quarter. These impacts were partially offset by continued reductions in operating expenses resulting from ongoing cost management initiatives, and an improvement in share of profit from joint venture results.
Financial Income and Loss
Table 4: 3Q26 Net Financial Result
| (In millions of U.S. dollars) | 3Q25 | 3Q26 | %CHANGE | |||||||||
| Interest expenses | (5.3 | ) | (6.5 | ) | -24 | % | ||||||
| Financial commissions | 0.1 | (1.4 | ) | -2712 | % | |||||||
| Changes in fair value, FX and other financial results | (0.4 | ) | (1.8 | ) | -390 | % | ||||||
| Total Financial Result | (5.6 | ) | (9.7 | ) | -74 | % |
Total financial results were $(9.7) million in 3Q26, compared to $(5.6) million in 3Q25. The year-over-year change was primarily driven by higher interest expenses, reflecting increased market rates in certain geographies and the impact of amendments to the Company’s outstanding notes. Financial commissions also increased due to greater use of short-term financing and collection acceleration tools to support working capital management during the quarter.
Table 6: Capitalization and Debt
| (In millions of U.S. dollars) | As of March, 31 | |||||||
| 2025 | 2026 | |||||||
| Total Debt | ||||||||
| Short-Term Debt | 181.1 | 174.7 | ||||||
| Long-Term Debt | 75.7 | 53.1 | ||||||
| Cash and Cash Equivalents | (38.5 | ) | (14.4 | ) | ||||
| Other short-term investments | (0.9 | ) | (0.5 | ) | ||||
| Debt net of cash, cash equivalents and other short-term investments | 217.4 | 212.9 | ||||||
| 6 | BIOCERES CROP SOLUTIONS | THIRD QUARTER 2026 | |
Bioceres Crop Solutions
Total Financial Debt stood at $227.8 million as of March 31, 2026, broadly stable compared to the preceding quarter.
As previously discussed, following the acceleration notices associated with the noteholders dispute, substantially all of the related notes — $108.3 million — remain classified as short-term debt. The dispute subsequently led to the January 2026 foreclosure auction involving the Pro Farm Group, which had a significant impact on the Company’s consolidated balance sheet and equity position.
The transaction resulted in the derecognition and reclassification of approximately $194 million of net assets associated with the PFG business, including substantial reductions in goodwill and intangible assets, together with the recognition of a related non-cash accounting loss during the second quarter of fiscal 2026.
The acceleration of the notes and foreclosure auction continue to be disputed by the Company and remain subject to ongoing legal proceedings.
Beyond the noteholders’ litigation, the Company continued advancing liability management initiatives across the rest of the organization during the quarter. In Argentina, Rizobacter continued progressing discussions with banking partners regarding the reprofiling of debt obligations, reaching agreements covering a substantial portion of bank debt maturities. In parallel, the Company launched a voluntary maturity extension process for local bond obligations.
Cash, Cash Equivalents and Other Short-term Investments totaled $14.9 million at quarter end. During the period, management remained focused on working capital discipline, tighter cash management and improving collection dynamics across the business. The resulting Net Financial Debt was $212.9 million as of March 31, 2026, stable compared to $216.0 million in the prior-quarter (2Q26).
| 7 | BIOCERES CROP SOLUTIONS | THIRD QUARTER 2026 | |
Bioceres Crop Solutions
Fiscal Third Quarter 2026 Earnings Conference Call
Management will host a conference call and question-and-answer session, which will be accompanied by a presentation available during
the webcast or accessed via the investor relations section of the company’s website.
To access the call, please use the following information:
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Date: Wednesday, May 12, 2026 | Please dial in 5-10 minutes prior to the start time to register and join. The conference call will be broadcast live and available for replay here and via the investor relations section of the company’s website here.
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Time: 8:30 a.m. EST, 5:30 a.m. PST | |||
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US Toll Free dial-in number: 1-833-461-5787 | |||
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International dial-in numbers: Click here | |||
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Conference ID: 717574163 | |||
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Webcast: Click here |
About Bioceres Crop Solutions Corp.
Bioceres Crop Solutions Corp. (NASDAQ: BIOX) is a leader in the development and commercialization of productivity solutions designed to regenerate agricultural ecosystems while making crops more resilient to climate change. To do this, Bioceres’ solutions create economic incentives for farmers and other stakeholders to adopt environmentally friendlier production practices. The company has a unique biotech platform with high-impact, patented technologies for seeds and microbial ag-inputs, as well as next generation Crop Nutrition and Protection solutions. For more information, visit here.
Contact Bioceres Crop Solutions
|
Paula Savanti Head of Investor Relations |
Forward-Looking Statements
This communication includes “forward-looking statements” within the meaning of the “safe harbor” provisions of
the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words
such as “forecast,” “intend,” “seek,” “target,” “anticipate,” “believe,”
“expect,” “estimate,” “plan,” “outlook,” and “project” and other similar
expressions that predict or indicate future events or trends or that are not statements of historical matters. Such forward-looking statements
include estimated financial data, and any such forward-looking statements involve risks, assumptions and uncertainties. These forward-looking
statements include, but are not limited to, whether (i) the health and safety measures implemented to safeguard employees and assure
business continuity will be successful and (ii) we will be able to coordinate efforts to ramp up inventories. Such forward-looking statements
are based on management’s reasonable current assumptions, expectations, plans and forecasts regarding the company’s current
or future results and future business and economic conditions more generally. Such forward-looking statements involve risks, uncertainties
and other factors, which may cause the actual results, levels of activity, performance or achievement of the company to be materially
different from any future results expressed or implied by such forward-looking statements, and there can be no assurance that actual
results will not differ materially from management’s expectations or could affect the company’s ability to achieve its strategic
goals, including the uncertainties relating to the other factors that are described in the sections entitled “Risk Factors”
in the company's Securities and Exchange Commission filings updated from time to time. The preceding list is not intended to be an exhaustive
list of all of our forward-looking statements. Therefore, you should not rely on any of these forward-looking statements as predictions
of future events. All forward-looking statements contained in this release are qualified in their entirety by this cautionary statement.
Forward-looking statements speak only as of the date they are or were made, and the company does not intend to update or otherwise revise
the forward-looking statements to reflect events or circumstances after the date of this release or to reflect the occurrence of unanticipated
events, except as required by law.
| 8 | BIOCERES CROP SOLUTIONS | THIRD QUARTER 2026 | |
Bioceres Crop Solutions
Use of non-IFRS financial information
The company supplements the use of IFRS financial measures with non-IFRS financial measures. The non-IFRS measures should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS and may be different from non-IFRS measures used by other companies. In addition, the non-IFRS measures are not based on any comprehensive set of accounting rules or principles. Non-IFRS measures have limitations in that they do not reflect all of the amounts associated with our results of operations as determined in accordance with IFRS.
These non-IFRS financial measures should only be used to evaluate the company’s results of operations in conjunction with the most comparable IFRS financial measures. In addition, other companies may report similarly titled measures, but calculate them differently, which reduces their usefulness as a comparative measure. Management utilizes these non-IFRS metrics as performance measures in evaluating and making operational decisions regarding our business.
Adjusted EBITDA1
The company defines adjusted EBITDA1 as net income/(loss) exclusive of financial income/(costs), income tax benefit/(expense), depreciation, amortization, share-based compensation, and one-time contingencies and transactional expenses.
Management believes that adjusted EBITDA1 provides useful supplemental information to investors about the company and its results. Adjusted EBITDA1 is among the measures used by the management team to evaluate the company’s financial and operating performance and make day-to-day financial and operating decisions. In addition, adjusted EBITDA1 and similarly titled measures are frequently used by competitors, rating agencies, securities analysts, investors and other parties to evaluate companies in the same industry. Management also believes that adjusted EBITDA1 is helpful to investors because it provides additional information about trends in the company’s core operating performance prior to considering the impact of capital structure, depreciation, amortization and taxation on results. Adjusted EBITDA1 should not be considered in isolation or as a substitute for other measures of financial performance reported in accordance with IFRS. Adjusted EBITDA1 has limitations as an analytical tool, including:
• Adjusted EBITDA1 does not reflect changes in, including cash requirements for working capital needs or contractual commitments.
• Adjusted EBITDA1 does not reflect financial expenses, or the cash requirements to service interest or principal payments on indebtedness, or interest income or other financial income.
• Adjusted EBITDA1 does not reflect income tax expense or the cash requirements to pay income taxes.
• Although depreciation and amortization are non-cash charges, the assets being depreciated or amortized often will need to be replaced in the future, and adjusted EBITDA1 does not reflect any cash requirements for these replacements.
| 9 | BIOCERES CROP SOLUTIONS | THIRD QUARTER 2026 | |
Bioceres Crop Solutions
• Although share-based compensation is a non-cash charge, adjusted EBITDA1 does not consider the potentially dilutive impact of share-based compensation; and
• Other companies may calculate adjusted EBITDA1 and similarly titled measures differently, limiting its usefulness as a comparative measure.
The company compensates for the inherent limitations associated with using adjusted EBITDA1 through disclosure of these limitations, presentation in the combined financial statements in accordance with IFRS and reconciliation of adjusted EBITDA1 to the most directly comparable IFRS measure, income/(loss) for the period or year.
Table 7:
3Q26 Adjusted EBITDA1 Reconciliation from Profit/(Loss) for the period
| (In millions of U.S. dollars) | As of March, 31 | |||||||
| 2025 | 2026 | |||||||
| Profit/(loss) for the period | 2.3 | (13.4 | ) | |||||
| Income tax | (3.6 | ) | (4.0 | ) | ||||
| Financial results | 5.6 | 9.7 | ||||||
| Depreciations & amortizations | 3.8 | 3.4 | ||||||
| Stock-based compensation charges | 0.9 | 0.1 | ||||||
| Transaction expenses and other contingencies | - | 3.7 | ||||||
| Adjusted EBITDA1 | 9.1 | (0.6 | ) | |||||
| 10 | BIOCERES CROP SOLUTIONS | THIRD QUARTER 2026 | |
Bioceres Crop Solutions
Unaudited Consolidated Statement of Comprehensive Income
(Figures in million of U.S. dollars)
| Continuing operations | Three-month period ended 03/31/2026 | Three-month period ended 03/31/2025 | ||||||
| Revenues from contracts with customers | 38.2 | 50.1 | ||||||
| Initial recognition and changes in the fair value of biological assets at the point of harvest | 1.2 | 1.0 | ||||||
| Cost of sales | (26.7 | ) | (33.0 | ) | ||||
| Gross profit | 12.7 | 18.1 | ||||||
| % Gross profit | 32 | % | 35 | % | ||||
| Operating expenses | (18.0 | ) | (21.3 | ) | ||||
| Share of profit of JV | 0.3 | (0.9 | ) | |||||
| Change in net realizable value of agricultural products | (0.2 | ) | (0.2 | ) | ||||
| Other income or expenses, net | (2.5 | ) | 8.8 | |||||
| Operating profit | (7.8 | ) | 4.3 | |||||
| Financial result | (9.7 | ) | (5.6 | ) | ||||
| Profit/(loss) before income tax | (17.5 | ) | (1.2 | ) | ||||
| Income tax | 4.0 | 3.6 | ||||||
| Profit/(loss) for the period from continuing operations | (13.4 | ) | 2.3 | |||||
| Discontinued operations | ||||||||
| Loss for the period from discontinued operations | - | (3.9 | ) | |||||
| Loss for the period from discontinued operations | - | (3.9 | ) | |||||
| Other comprehensive profit/loss | 0.3 | (0.8 | ) | |||||
| Total comprehensive profit/(loss) | (13.7 | ) | (2.4 | ) | ||||
| Profit/(loss) for the period of continuing operations attributable to | ||||||||
| Equity holders of the parent | (12.4 | ) | 2.6 | |||||
| Non-controlling interests | (1.1 | ) | (0.3 | ) | ||||
| (13.4 | ) | 2.3 | ||||||
| Weighted average number of shares | ||||||||
| Basic | 63.6 | 62.8 | ||||||
| Diluted | 63.6 | 62.8 | ||||||
| 11 | BIOCERES CROP SOLUTIONS | THIRD QUARTER 2026 | |
Bioceres Crop Solutions
Unaudited Consolidated Statement
of Financial Position
(Figures in million of U.S. dollars)
| ASSETS | 31/03/2026 | 30/06/2025 | ||||||
| CURRENT ASSETS | ||||||||
| Cash and cash equivalents | 14.4 | 32.7 | ||||||
| Other financial assets | 0.5 | 2.0 | ||||||
| Trade receivables | 136.7 | 165.9 | ||||||
| Other receivables | 13.1 | 15.9 | ||||||
| Recoverable income tax | 1.4 | 1.9 | ||||||
| Inventories | 48.4 | 87.6 | ||||||
| Biological assets | 4.4 | 2.4 | ||||||
| Assets subject to foreclosure | 42.4 | - | ||||||
| Total current assets | 261.2 | 308.3 | ||||||
| NON-CURRENT ASSETS | ||||||||
| Other financial assets | 0.0 | 0.0 | ||||||
| Trade receivables | 1.3 | 2.5 | ||||||
| Other receivables | 28.8 | 23.7 | ||||||
| Recoverable income tax | 0.0 | 0.0 | ||||||
| Deferred tax assets | 8.3 | 4.9 | ||||||
| Investments in joint ventures and associates | 40.6 | 39.4 | ||||||
| Investment properties | - | 0.6 | ||||||
| Property, plant and equipment | 60.0 | 74.6 | ||||||
| Intangible assets | 83.9 | 181.2 | ||||||
| Goodwill | 36.1 | 112.2 | ||||||
| Right of use asset | 11.4 | 16.4 | ||||||
| Total non-current assets | 270.3 | 455.3 | ||||||
| Total assets | 531.4 | 763.6 | ||||||
| LIABILITIES | 31/03/2026 | 30/06/2025 | ||||||
| CURRENT LIABILITIES | ||||||||
| Trade and other payables | 91.2 | 96.4 | ||||||
| Borrowings | 66.4 | 119.7 | ||||||
| Employee benefits and social security | 3.6 | 6.2 | ||||||
| Deferred revenue and advances from customers | 2.8 | 4.3 | ||||||
| Income tax payable | 4.8 | 0.5 | ||||||
| Consideration for acquisition | 1.8 | 1.8 | ||||||
| Secured notes | 108.3 | 102.3 | ||||||
| Lease liabilities | 2.6 | 6.9 | ||||||
| Liabilities subject to foreclosure | 27.4 | - | ||||||
| Total current liabilities | 308.8 | 338.0 | ||||||
| NON-CURRENT LIABILITIES | ||||||||
| Trade and other payables | 36.2 | 48.5 | ||||||
| Borrowings | 53.1 | 38.2 | ||||||
| Deferred revenue and advances from customers | 1.4 | 1.4 | ||||||
| Joint ventures and associates | 0.7 | 1.0 | ||||||
| Deferred tax liabilities | 26.1 | 30.1 | ||||||
| Provisions | 4.4 | 1.3 | ||||||
| Consideration for acquisition | 0.3 | 0.4 | ||||||
| Secured notes | - | - | ||||||
| Lease liabilities | 8.6 | 9.5 | ||||||
| Total non-current liabilities | 130.9 | 130.4 | ||||||
| Total liabilities | 439.7 | 468.4 | ||||||
| EQUITY | ||||||||
| Equity attributable to owners of the parent | 63.8 | 265.4 | ||||||
| Non-controlling interest | 27.9 | 29.8 | ||||||
| Total equity | 91.7 | 295.2 | ||||||
| Total equity and liabilities | 531.4 | 763.6 | ||||||
| 12 | BIOCERES CROP SOLUTIONS | THIRD QUARTER 2026 | |