Profertil's acquisition: A transformational investment driving long-term value

◦In December 2025, we acquired Profertil S.A., paying approximately $1.1 billion for a 90% equity stake (the 10% balance is held by Asociación de Cooperativas Argentinas - “ACA”). We believe Profertil is a best-in-class, low-cost producer of granular urea, uniquely positioned as the sole producer in Argentina and one of the largest and most efficient in South America. With 1.3 million tons of installed capacity, the company supplies ∼60% of domestic demand and benefits from access to competitively priced natural gas, the main input in urea production, resulting in consistent cash generation over the years.

◦The acquisition was financed through a combination of existing cash, new long-term debt, equity issuance and seller financing. Adecoagro returned to the public market for the first time since its IPO (2011) with an issuance of 42 million shares (equivalent to 42% of the outstanding shares at that time) at a price of $7.25 per share, raising approximately $300 million. The equity offering was anchored by Tether, our controlling shareholder, who purchased $220 million of shares, together with Adecoagro’s Management and Friends & Family, who purchased an additional $26 million of shares.

◦Following the completion of the acquisition of Profertil S.A., the consolidated interim financial statements of the Company incorporate Profertil's income statement for a 13-day period under a new business unit named "Fertilizers", which mainly includes the manufacturing and commercialization of fertilizers. Furthermore, we provide a pro forma comparison to reflect Profertil's acquisition on a yearly basis, as if such event had occurred on January 1, 2024.

◦Profertil's fertilizer plant underwent 91 days without operations in 2025, including a 60-day scheduled maintenance which concluded in mid-December, when the Company assumed control of the operations. We expect in 2026 a recovery in results driven by a full year of operations versus 2025.

◦As a result of the acquisition, the Company reassessed and updated the Group’s internal organizational and management structure and beginning in January 2026, the Company operates in three reportable segments: ‘Sugar, Ethanol and Energy,’ ‘Fertilizers”, and ‘Food & Agriculture’. The latter now reflects an integrated business focused on agricultural and food production that were previously managed and presented through separate verticals, including Crops, Rice and Dairy. Accounting rules will require us to restate our historical financial statements as well to reflect the new segments.

◦Adjusted EBITDA reached $73.1 million during 4Q25, marking a 30.6% year-over-year decrease, while in 2025 it amounted to $291.5 million, 19.9% lower than the previous year.

▪(-) Annual crushing was down by 4.8%, totaling 12.1 million tons, driven by a lower quarterly crushing (2.3 million tons; 8.8% below 4Q24) on less effective milling days given rainy weather.

▪(+) Greater expected productivity favored by rainfall.

▪(+) Ethanol maximization (72% in 4Q25 / 58% in 2025) on greater margins compared to sugar.

▪(+/-) Higher net sales in 4Q25 on higher ethanol revenues. In 2025, despite the outperformance of ethanol, annual sales were down due to the decline in sugar prices and volumes sold.

▪(+) Cash cost totaled 12.8 cts/lb, in line with 2024, despite lower cost dilution on lower production.

Outlook

◦(+) Cane productivity has significantly recovered and thanks to our continuous harvest model, we are currently crushing cane -during Brazil's interharvest period- and maximizing ethanol production.

◦(+) Assuming normal weather, we foresee low-double-digit growth in 2026's crushing volume.

◦(-/+) As of this date, we have 49% of our 2026 sugar production hedged at an average price of 15.7 cts/lb. In terms of ethanol, we are selling our daily production and carry-over stocks to profit from the current price scenario while clearing out our tanks to have the optionality to store production, when needed.

◦Since the acquisition of Profertil on December 18, 2025, Adjusted EBITDA totaled $6.1 million. On an annual pro forma basis, 2025 Adjusted EBITDA reached $196.5 million compared to $279.6 million in 2024, primarily reflecting fewer operating days during the year, mainly impacted by planned downtime.

Outlook

◦(+) Adjusted EBITDA recovery driven by normalized operations due to a full year of activity in 2026.

◦(+) Sharp increase in urea prices due to the ongoing conflict in the Middle East region, ∼85% of our estimated sale volume remains open to market prices. Gas supply is secured while prices, which represent 60% of production costs, are fixed through medium-term contracts, positioning the business for margin expansion.

◦Adjusted EBITDA was negative $1.4 million in 4Q25, down 136.1% versus the same period of last year, whereas on a full year basis it reached $17.8 million, marking a 82.7% year-over-year decline. Excluding the sale of La Pecuaria farm in April 2024, annual Adjusted EBITDA was down $70.1 million versus 2024.

▪(-) Mixed productivity. Record rice yields but below-average crop production.

▪(-) Lower commodity prices (between 15% to 45% depending on the product).

▪(-) Higher costs in US dollar terms.

▪(+) Higher volumes sold (8% above the prior year).

Outlook

◦(-/+) We implemented cost initiatives to improve margins, including a 22% year-over-year reduction in total planted area by not renewing leases on farms that did not meet the required return thresholds. In addition, we increased the share of rice specialties vs. commodities due to better margins; and continue to leverage our production flexibility to produce dairy products for domestic and export markets.

Capital Expenditures

												Pro forma
$ thousand			12M25			12M24			Chg %			12M25(1)			12M24(1)			Chg %
Maintenance			148,967			170,103			(12.4)%			253,422			210,331			20.5%
Expansion			789,071			104,067			658.2%			789,071			104,067			658.2%
Total			938,038			274,170			242.1%			1,042,493			314,398			231.6%

(1) Pro forma basis to give effect to Profertil's acquisition, as if such event had occurred on January 1st, 2024.

Maintenance capex amounted to $149.0 million in 2025, marking a 12.4% year-over-year decrease. The reduction was primarily driven by lower agricultural machinery renewals in our SE&E business due to a more upgraded fleet (e.g. two-row harvesters). On a pro forma basis, maintenance capex was $253.4 million, 20.5% higher than in 2024, mainly reflecting the planned turnaround at the fertilizer plant, which entailed an additional investment of $77.2 million above its recurrent maintenance level.

Expansion capex totaled $789.1 million in 2025, of which $676.0 million was related to the acquisition of a 90% stake in Profertil. The remaining balance to complete the transaction value (∼$400 million of the total $1.1 billion) will be paid during 1H26. Excluding this, expansion capex was $113.1 million, mostly related to (i) expansion planting and the increase of our biomethane production in our SE&E business; together with (ii) new agricultural equipment and the development of croppable land for our Rice production.

Indebtedness

												Pro forma
$ thousand			12M25			12M24			Chg %			12M25(1)
Short-term debt			213,088			99,551			114.0%			213,088
Long-term debt			1,379,921			680,005			102.9%			1,379,921
Gross Debt			1,593,009			779,556			104.3%			1,593,009
Cash & Equivalents			383,150			211,244			81.4%			383,150
Short-term Investments			89,826			46,097			94.9%			89,826
Net Debt			1,120,033			522,215			114.5%			1,120,033

(1) Pro forma basis to give effect to Profertil's acquisition, as if such event had occurred on January 1st, 2025.

As of December 31, 2025, Adecoagro's net debt amounted to $1.1 billion, representing a 114.5% year-over-year increase, primarily driven by the recent acquisition of a 90% equity stake in Profertil; together with lower consolidated results, which reduced the Company's cash generation. Including the ∼$400 million balance from Profertil's acquisition to be paid in installments during 1H26, Adecoagro's net debt position increases to ∼$1.5 billion and its net leverage ratio to 3.3x.

Going forward, we intend to reduce our leverage ratio driven by higher expected Adjusted EBITDA generation, mainly from our Fertilizers and Farming businesses; together with a revision of our capital allocation strategy.

Shareholder Distribution

Each year, we review our shareholder distribution program based on prior-year cash generation and capital allocation priorities. Accordingly, during 2025 we distributed $45.2 million, through a combination of $35 million in cash dividends and $10.2 million in share buybacks. Our Board of Directors approved cash dividends totaling $35 millions for 2026, payable in two equal installments of $17.5 million each, in or about May and November 2026, subject to shareholder approval at the April 15th Annual Meeting.

(1) Does not include 8,057 and 19,262 cubic meters of anhydrous ethanol that were converted by dehydrating our hydrous ethanol stocks during 4Q25 and 12M25, respectively. Nor 4,360 and 13,313 cubic meters of hydrous ethanol that were dehydrated during 4Q24 and 12M24, respectively.    

Despite good cane availability, crushing volume totaled 12.1 million tons in 2025, marking a 4.8% decrease versus the previous year. This was explained by (i) a slower crushing pace during 1H25 -as expected-, together with (ii) a reduction in effective milling days during 4Q25 due to above average rainfall (33% higher than the 16-year average). Due to the latter, our quarterly crushing volume was down 8.8% year-over-year, negatively impacting our expectations for a strong 2H25 crushing. In terms of productivity, annual yields and TRS content were down 2.5% and 3.7% year-over-year, respectively, impacted by unfavorable weather events. Focusing on the quarter, our average yield stood at 92 tons/ha, marking a 47.2% year-over-year increase favored by the rains received, whereas TRS content remained in line at 131 kg/ton.

During the quarter, ethanol prices traded at a premium to sugar in Mato Grosso do Sul (17% in the case of hydrous and 35% for anhydrous). Thus, we maximized ethanol production, achieving a 72% mix, compared to the 45% mix reached in 2024, year in which we maximized sugar production. This high degree of flexibility constitutes one of our most important competitive advantages, since it allows us to make more efficient use of our fixed assets and profit from higher relative prices.

Within our ethanol production, we continued to prioritize hydrous ethanol over anhydrous. On a full-year basis, our production mix stood at 42%/58% sugar/ethanol as we maximized the production of sugar during the first semester and then switched to ethanol as global sugar prices started to decline while ethanol prices saw an upward trend. Consequently, total volume produced for sugar was 27.9% below year-over-year, whereas ethanol production was 10.4% higher year-over-year, despite the 8.4% drop in total TRS equivalent produced.

Exported energy during the quarter totaled 168 thousand MWh, 6.5% lower compared to 4Q24, explained by the decline in crushing, while our cogeneration efficiency stood at 71.5 KWh sold per ton of cane crushed, 2.6% above the previous year. On an annual basis, we exported a total of 676 thousand MWh to the grid.

(1) Net Sales are calculated as Gross Sales net of ICMS, PIS COFINS, INSS and IPI taxes; (2) Includes commercialization of energy from third parties; (3) Does not include the sale of soybean, corn and beans planted as cover crop; (4) Correspond to the sale of soybean and corn planted as cover crop during the implementation of meiosis. (5) Diesel sold by Monte Alegre Distribuidora (MAC), our own fuel distributor located in UMA mill. (6) Includes $7.5 million (21,376 tons) and $13.2 million (37,365 tons) of sugar sales from third parties.

Adjusted EBITDA during 4Q25 was $73.1 million, 30.6% lower than the same period of last year. Despite the increase in sales and the year-over-year improvement in the mark-to-market of our biological assets, results were negatively impacted by (i) lower year-over-year gains in the mark-to-market of our commodity hedge position; coupled with (ii) a year-over-year increase in selling expenses on higher taxes due to higher volumes of ethanol sold and (iii) a lower year-over-year tax credit recognition.

On a full year basis, Adjusted EBITDA amounted to $291.5 million, presenting an 19.9% decrease versus last year. Despite year-over-year gains in the mark-to-market of our biological assets on greater expected cane productivity, lower EBITDA generation was explained by the aforementioned negative drivers, combined with lower revenues given a year-over-year decline in sugar sales.

Net sales reached $186.0 million during 4Q24, marking a 4.6% year-over-year increase due to higher selling volumes and prices of ethanol. On the other hand, annual net sales amounted to $624.6 million, 8.1% lower versus 2024. The year-over-year increase in ethanol sales, was fully offset by a decrease in sugar sales.

Lower sugar sales, both quarterly and annual, were fully explained by a decline in global prices, together with a decrease in sugar production due to (i) lower year-over-year crushing and TRS content; together with (ii) our strategy to switch to ethanol maximization during 2H25 given better margin.

Ethanol sales presented a 83.2% and 27.5% year-over-year increase during 4Q25 and 2025, respectively. This was driven by the combination of higher volume due to the switch in our production mix and our commercial strategy. Throughout the year, we strategically sold our production and carry-over stocks from the previous year (equivalent to 31% of 2024's production) in order to profit from peaks in prices, while taking advantage of our large storage capacity to store our production when prices were low.

We sold $798 thousand worth of CBios during the quarter, marking a 67.6% year-over-year decline. During 2025, we sold 712,190 CBios, amounting to $6.2 million.

Net sales of energy presented a year-over-year increase during both 4Q25 and 2025. This was fully explained by a 7.8% and 14.9% year-over-year increase in the average selling price, as we complied with our long-term contracts as well as profit from the peaks in spot prices.

(1)Total production cost may differ from our COGS figure as the former refers to the cost of our goods produced, whereas the latter refers to the cost of our goods sold. (2) Excludes the recognition of PIS/COFINS tax credits generated during 2025 and 4Q24.

Total production costs excluding depreciation and amortization reached 10.6 cts/lb and 8.8 cts/lb in 4Q25 and 2025, respectively, marking an increase versus the prior periods. Despite a decline in harvests costs on higher efficiencies within our operations, overall increase was driven by (i) a decline in total TRS equivalent produced on lower crushing and TRS content, together with (ii) higher maintenance costs due to additional crop treatment in some areas to improve productivity given the dry weather and frost event experienced in 2025; (iii) higher sourcing from third-party cane and (iv) the appreciation of the Brazilian Real.

(1) Excludes the recognition of PIS/COFINS tax credits generated during 2025 and 4Q24.

Total cash cost reflects, on a cash basis, how much it costs us to produce one pound of sugar and ethanol (in sugar equivalent). Maintenance capex is included in the calculation since it is a recurring investment, necessary to maintain the productivity of the sugarcane plantation. Energy is deemed as a by-product and thus deducted from total costs, while the tax recovery line item includes the ICMS tax incentive that the state of Mato Grosso do Sul granted us until 2032.

Total cash cost on a per pound basis stood at 12.8 cts/lb, in line with the prior year. This is explained by lower maintenance capex incurred during 2025 due to a more efficient upgrade of our machinery (such as two-line harvesters replacing one-line harvesters), coupled with an increase in tax recovery on higher ethanol sales. These, in turn, fully offset the lower cost dilution given the lower production. All of our efforts are devoted to further enhance efficiencies to continue reducing total cash cost. As we continue ramping up operations in our cluster, cash cost will continue its downward trend as more fixed costs will be diluted.

Gross sales totaled $178.8 million and $757.9 million in 4Q25 and 2025, respectively, in line with the previous year. Despite higher volumes sold of most of our products, these were more than offset by lower commodity prices across our portfolio. In addition, lower Adjusted EBITDA generation was also explained by higher costs in U.S. dollar terms and mixed productivity. Excluding the sale of La Pecuaria Farm conducted during 2Q24, Adjusted EBITDA was down $70.1 million during 2025 compared to the previous year.

In Crops, the negative performance reported in 2025 was fully driven by a combination of (i) lower prices for most of our grains, (ii) below average productivity during the 2024/25 harvest season; and (iii) higher costs in in U.S. dollar terms.

Despite record productivity in Rice, results were more than offset by a sharp decline in prices throughout the year, compared to outlier prices captured during 2024 (from $953/ton in 1Q24 to $527/ton in 4Q25; down 44.7%); together with higher costs in U.S. dollar terms.

In Dairy, we achieved a new record in milk processing, which in turn enabled us to significantly increase the amount of liters sold (mainly fluid milk). Nevertheless, the mixed performance in prices and higher costs in U.S. dollar terms were the main drivers towards the year-over-year decline in results.

◦During 4Q25, global sugar prices traded at low levels due to (i) stronger output in Brazil's Center-South region, (ii) improved prospects for the Northern hemisphere crops, and (iii) short funds position. Brazil’s harvest pace decelerated due to the beginning of the interharvest period, while the sugar mix declined as higher ethanol prices encouraged mills to switch its mix. Still, production levels remained significant, exceeding market consensus. Weather continued relatively stable, given La Niña's limited impact. In India, the new crop advanced in a strong pace, with output from all the major states being above last year. Thailand experienced a slower beginning, but consensus still points to a recovery versus the prior year. In addition to the increase in global supply, the market continued to be weighed down by funds’ short positioning and fragile macro backdrop adding further volatility.

◦Ethanol prices experienced an upward trend during 4Q25, supported by tighter supply amid the beginning of the interharvest period and historically low stock levels. According to ESALQ, hydrous and anhydrous ethanol prices were 6.9% and 5.7% higher quarter-over-quarter, respectively, while these registered an increase of 9.7% and 12.3% year-over-year. Parity at the pump also increased. UNICA (Brazil's sugarcane industry association) reported that sales of hydrous declined 7.1% compared to 4Q24, while anhydrous ethanol rose by 5.4%. With inventories at multi-year lows and a strong demand outlook, market fundamentals point out to resilient price support towards the end of the crop year.

◦In 4Q25, energy spot prices in the southeast region of Brazil were 22% higher year-over-year and 55% higher compared to 3Q25. Lower precipitations observed during the quarter explain the price increase. Southeast reservoir levels stood at 42% during December, the lowest level for this month since 2011.

◦International urea prices remained strong during 2025 due to (i) ongoing geopolitical tensions (mainly in the Middle East region); coupled with (ii) anticipated demand from Europe ahead of the implementation of the Carbon Border Adjustment Mechanism in January 2026. In Argentina, local demand totaled 2.4 million tons, 6.5% higher than in 2024, driven by a larger planted area.

◦During 4Q25, global grain prices experienced strong volatility explained by trade tensions between the United States and China, which disrupted traditional trade flows and pressured on international soybean prices. In Argentina, domestic prices came down due to the strong harvest flow from the winter crop, which increased short-term supply and limited spot market strength. In the meanwhile, the temporary suspension of export taxes on soybean triggered a sharp upward adjustment in prices, supporting both spot values and forward positions, particularly the May 2026 contract.

◦The market for rice found some stability during 4Q25 as (i) some big players demanded rice; and (ii) Thai rice prices improved after talks of an agreement with China. Nevertheless, the global S&D for 2026 still shows a very comfortable situation, thus buyers are not buying in advance and sellers are pushing for demand. South American rice prices continue to decline as the new crop is closer to be harvested and the old stocks are looking for destination. Despite an 8% year-over-year drop in area and lower expected yields, the market will be well supplied at least during 2026, unless prices get competitive versus Asia.

◦During 4Q25, global raw milk production continued growing steadily. Consequently, the market remained imbalanced, leading to a strong decrease in dairy prices, especially butter, but also impacting all dairy commodity prices. In the case of Argentina, raw milk production ended up 12% higher in 2025 compared to the prior year, thus impacting domestic prices due to strong competition. On the other hand, export volumes in liters equivalent reached a new peak after 5 years.

This press release contains forward-looking statements that are based on our current expectations, assumptions, estimates and projections about us and our industry. These forward-looking statements can be identified by words or phrases such as “anticipate,” “forecast”, “believe,” “continue,” “estimate,” “expect,” “intend,” “is/are likely to,” “may,” “plan,” “should,” “would,” or other similar expressions.

The forward-looking statements included in this press release relate to, among others: (i) our business prospects and future results of operations; (ii) weather and other natural phenomena; (iii) developments in, or changes to, the laws, regulations and governmental policies governing our business, including limitations on ownership of farmland by foreign entities in certain jurisdictions in which we operate, environmental laws and regulations; (iv) the implementation of our business strategy; (v) the correlation between petroleum, ethanol and sugar prices; (vi) our plans relating to acquisitions, joint ventures, strategic alliances or divestitures, and to consolidate our position in different businesses; (vii) the efficiencies, cost savings and competitive advantages resulting from acquisitions; (viii) the implementation of our financing strategy, capital expenditure plan and expected shareholder distributions; (ix) the maintenance of our relationships with customers; (x) the competitive nature of the industries in which we operate; (xi) the cost and availability of financing; (xii) future demand for the commodities we produce; (xiii) international prices for commodities; (xiv) the condition of our land holdings; (xv) the development of the logistics and infrastructure for transportation of our products in the countries where we operate; (xvi) the performance of the South American and world economies; and (xvii) the relative value of the Brazilian Reais, the Argentine Peso, and the Uruguayan Peso compared to other currencies.

These forward-looking statements involve various risks and uncertainties. Although we believe that our expectations expressed in these forward-looking statements are reasonable, our expectations may turn out to be incorrect. Our actual results could be materially different from our expectations. In light of the risks and uncertainties described above, the estimates and forward-looking statements discussed in this press release might not occur, and our future results and our performance may differ materially from those expressed in these forward-looking statements due to, inclusive, but not limited to, the factors mentioned above. Because of these uncertainties, you should not make any investment decision based on these estimates and forward-looking statements.

The forward-looking statements made in this press release relate only to events or information as of the date on which the statements are made in this press release. We undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date on which the statements are made or to reflect the occurrence of unanticipated events.

To supplement our consolidated financial statements, which are prepared and presented in accordance with IFRS, we use the following non-IFRS financial measures in this press release:

•Adjusted EBITDA

•Adjusted EBIT

•Adjusted EBITDA margin

•Net Debt

•Net Debt to Adjusted EBITDA

•Adjusted Net Income

•Adjusted Free Cash Flow from Operations

•Adjusted Free Cash Flow

In this section, we provide an explanation and a reconciliation of each of our non-IFRS financial measures to their most directly comparable IFRS measures. The presentation of these financial measures is not intended to be considered in isolation or as a substitute for, or superior to, financial information prepared and presented in accordance with IFRS.

We believe these non-IFRS financial measures provide investors with useful supplemental information about the financial performance of our business, enable comparison of financial results between periods where certain items may vary independent of business performance, and allow for greater transparency with respect to key metrics used by management for financial and operational decision making.

There are limitations associated with the use of non-IFRS financial measures as an analytical tool. In particular, many of the adjustments to our IFRS financial measures reflect the exclusion of items, such as depreciation and amortization, changes in fair value, the related income tax effects of the aforementioned exclusions and exchange differences generated by the net liability monetary position in USD in the countries where the functional currency is the local currency, that are recurring and will be reflected in our financial results for the foreseeable future. In addition, these measures may be different from non-IFRS financial measures used by other companies, limiting their usefulness for comparison purposes.

Adjusted Consolidated EBITDA equals the sum of our Adjusted Segment EBITDA for each of our operating segments. Effective for the third quarter ended September 30, 2024, we changed our definition of Adjusted Consolidated EBITDA and Adjusted Segment EBITDA to exclude any charges related to impairments. We did not have any impairment or disposal charges for any of the previous periods presented.

We define “Adjusted Consolidated EBITDA” as (i) consolidated net profit (loss) for the year, as applicable, before interest expense, income taxes, depreciation of property, plant and equipment and amortization of intangible assets, net gain or loss from fair value adjustments of investment property land, foreign exchange gains or losses, other net financial results and bargain purchase gain on acquisition and any charges related to impairments (ii) adjusted by those items, that do not impact profit and loss, but are recorded directly in shareholders’ equity, including (a) the gains or losses from disposals of noncontrolling interests in subsidiaries whose main underlying asset is farmland, reflected under the line item: "Reserve from the sale of noncontrolling interests in subsidiaries” and (b) the net increase in value of sold farmland, which has been recognized in either revaluation surplus or retained earnings; and (iii) net of the combined effect of the application of IAS 29 and IAS 21 from the Argentine operations included in profit from operations.

We believe that Adjusted Consolidated EBITDA and Adjusted Segment EBITDA are important measures of operating performance for our company and each operating segment, respectively, because they allow investors to evaluate and compare our consolidated operating results and to evaluate and compare the operating performance of our segments, respectively, including our return on capital and operating efficiencies, from period to period by removing the impact of our capital structure (interest expense from our outstanding debt), asset base (depreciation and amortization), tax consequences (income taxes), bargain purchase gain, any charges related to impairments, foreign exchange gains or losses and other financial results. In addition, by including the gains or losses from disposals of noncontrolling interests in subsidiaries whose main underlying asset is farmland, investors can also evaluate and compare the full value and returns generated by our land transformation activities. Other companies may calculate Adjusted Consolidated EBITDA and Adjusted Segment EBITDA differently, and therefore our Adjusted Consolidated EBITDA and Adjusted Segment EBITDA may not be comparable to similar measures used by other companies. Adjusted Consolidated EBITDA and Adjusted Segment EBITDA are not measures of financial performance under IFRS, and should not be considered in isolation or as an alternative to consolidated net profit (loss), cash flows from operating activities, segment profit from operations and other measures determined in accordance with IFRS. Items excluded from Adjusted Consolidated EBITDA and Adjusted Segment EBITDA are significant and necessary components to the operations of our business, and, therefore, Adjusted Consolidated EBITDA and Adjusted Segment EBITDA should only be used as a supplemental measure of our company’s operating performance, and of each of our operating segments, respectively. We also believe Adjusted Consolidated EBITDA and Adjusted Segment EBITDA are useful for securities analysts, investors and others to evaluate and compare the financial performance of our company and other companies in the agricultural industry. These non-IFRS measures should be considered in addition to, but not as a substitute for or superior to, the information contained in either our statements of income or segment information.

Our Adjusted Consolidated EBIT equals the sum of our Adjusted Segment EBITs for each of our operating segments. Effective for the third quarter ended September 30, 2024, we changed our definition of Adjusted Consolidated EBIT and Adjusted Segment EBIT to exclude any charges related to impairments. We did not have any impairment or disposal charges for any of the previous periods presented.

We define “Adjusted Consolidated EBIT” as (i) consolidated net profit (loss) for the year, as applicable, before interest expense, income taxes, net gain from fair value adjustments of investment property land, foreign exchange gains or losses, other net financial results, bargain purchase gain on acquisition and any charges related to impairments (ii) adjusted by those items, that do not impact profit and loss, but are recorded directly in shareholders’ equity, including (a) the gains or losses from disposals of noncontrolling interests in subsidiaries whose main underlying asset is farmland, reflected under the line item: "Reserve from the sale of noncontrolling interests in subsidiaries” and (b) the net increase in value of sold farmland, which has been recognized in either revaluation surplus or retained earnings; and (iii) net of the combined effect of the application of IAS 29 and IAS 21 from the Argentine operations included in profit from operations.

We believe that Adjusted Consolidated EBIT and Adjusted Segment EBIT are important measures of operating performance, for our company and each operating segment, respectively, because they allow investors to evaluate and compare our consolidated operating results and to evaluate and compare the operating performance of our segments, from period to period by including the impact of depreciable fixed assets and removing the impact of our capital structure (interest expense from our outstanding debt), tax consequences (income taxes), foreign exchange gains or losses and other financial results. In addition, by including the gains or losses from disposals of noncontrolling interests in subsidiaries whose main underlying asset is farmland and also the sale of farmlands, and impairments, investors can evaluate the full value and returns generated by our land transformation activities. Other companies may calculate Adjusted Consolidated EBIT and Adjusted Segment EBIT differently, and therefore our Adjusted Consolidated EBIT and Adjusted Segment EBIT may not be comparable to similar measures used by other companies. Adjusted Consolidated EBIT and Adjusted Segment EBIT are not measures of financial performance under IFRS, and should not be considered in isolation or as an alternative to consolidated net profit (loss), cash flows from operating activities, segment profit from operations and other measures determined in accordance with IFRS. Items excluded from Adjusted Consolidated EBIT and Adjusted Segment EBIT are significant and necessary components to the operations of our business, and, therefore, Adjusted Consolidated EBIT and Adjusted Segment EBIT should only be used as a supplemental measure of the operating performance of our company, and of each of our operating segments, respectively.

Reconciliation of both Adjusted EBITDA and Adjusted EBIT starts on page 18.

Net debt is defined as the sum of non-current and current borrowings less cash and cash equivalents and short-term investments (namely US-Treasury Bills use as collateral of short-term borrowings). This measure is widely used by management. Management is consistently tracking our leverage position and our ability to repay and service our debt obligations over time. We have therefore set a leverage ratio target that is measured by net debt divided by Adjusted Consolidated EBITDA.

We believe that the ratio net debt to Adjusted Consolidated EBITDA provides useful information to investors because management uses it to manage our debt-equity ratio in order to promote access to capital markets and our ability to meet scheduled debt service obligations.     

We define Adjusted Net Income as (i) profit / (loss) of the period/year before net gain / (losses) from fair value adjustments of investment property land, bargain purchase gain on acquisition and any impairment; plus (ii) any non-cash finance costs resulting from foreign exchange gain/losses for such period, which are composed by both exchange differences and cash flow hedge transfer from equity, included in Financial Results, net, in our statement of income; net of the related income tax effects, plus (iii) gains or losses from disposals of non-controlling interests in subsidiaries whose main underlying asset is farmland, which are reflected in our shareholders’ equity under the line item “Reserve from the sale of non-controlling interests in subsidiaries” if any, plus (iv) the reversal of the aforementioned income tax effect, plus (v) inflation accounting effect; plus (vi) the net increase in value of sold farmland, which has been recognized in either revaluation surplus or retained earnings, if any.

We believe that Adjusted Net Income is an important measure of performance for our company allowing investors to properly assess the impact of the results of our operations in our equity. In fact, results arising from the revaluation effect of our net monetary position held in foreign currency in the countries where our functional currency is the local currency do not affect the equity of the Company, when measured in foreign / reporting currency. Conversely, the tax effect resulting from the aforementioned revaluation effect does impact the equity of the Company, since it reduces/increases the income tax to be paid in each country. Accordingly we have added back the income tax effect to Adjusted Net Income.

In addition, by including the gains or losses from disposals of non-controlling interests in subsidiaries whose main underlying asset is farmland, investors can also include the full value and returns generated by our land transformation activities.

Other companies may calculate Adjusted Net Income differently, and therefore our Adjusted Net Income may not be comparable to similar measures used by other companies. Adjusted Net Income is not a measure of financial performance under IFRS, and should not be considered in isolation or as an alternative to consolidated net profit (loss). This non-IFRS measure should be considered in addition to, but not as a substitute for or superior to, the information contained in our financial statements.

ADJUSTED NET INCOME												Pro forma(1)
$ thousands			12M25			12M24			Chg %			12M25			12M24			Chg %
Profit for the period			(6,759)			92,101			(107.3)%			61,149			320,250			(80.9)%
Foreign exchange losses/(gains), net			(5,826)			37,569			(115.5)%			12,907			66,932			(80.7)%
Cash flow hedge - transfer from equity			—			28,650			(100.0)%			—			28,650			(100.0)%
Inflation accounting effects			9,209			(2,421)			n.a			9,209			(2,421)			n.a
Net results from Fair Value adjustment of Investment Property			(3,312)			23,375			(114.2)%			(3,312)			23,375			(114.2)%
(Insurance recovery)/Impairment of assets destroyed by fire			(11,295)			14,259			(179.2)%			(11,295)			14,259			(179.2)%
Revaluation surplus of farmland sold			—			9,024			(100.0)%			—			9,024			(100.0)%
Adjusted Net Income			(17,983)			202,557			(108.9)%			68,658			460,069			(85.1)%

(1) Pro forma basis to give effect to Profertil's acquisition, as if such event had occurred on January 1st, 2024.

We believe that the measures of Adjusted Free Cash Flow and Adjusted Free Cash Flow from Operations are important measures of liquidity that enable investors to draw important comparisons year to year of the amount of cash generated by the Company’s principal business and financing activities, which includes the cash generated from our land transformation activities, after paying for recurrent items, including interest, taxes and maintenance capital expenditures.

We define Adjusted Free Cash Flow as the aggregate of (i) net cash generated from operating activities net of the combined effect of the application of IAS 29 and IAS 21 to the Argentine operations, (ii) net cash used in investing activities net of the combined effect of the application of IAS 29 and IAS 21 to the Argentine operations -excluding the net of the combined effect in other financial income-, less (iii) interest paid net of the combined effect of the application of IAS 29 and IAS 21 to the Argentine operations, plus (iv) proceeds from the sale of non-controlling interest in farming subsidiaries; less (v) lease payments; less (vi) dividends paid to noncontrolling interest, plus (vii) the net of acquisition/disposal of short-term investments net of the combined effect of the application of IAS 29 and IAS 21 to the Argentine operations, and less (viii) other financial income derived from gains on bond arbitrage transactions. We define Adjusted Free Cash Flow from Operations as the aggregate of (i) net cash generated from operating activities net of the combined effect of the application of IAS 29 and IAS 21 to the Argentine operations, (ii) net cash used in investing activities net of the combined effect of the application of IAS 29 and IAS 21 to the Argentine operations -excluding the net of the combined effect in other financial income-, less (iii) interest paid net of the combined effect of the application of IAS 29 and IAS 21 to the Argentine operations, plus (iv) proceeds from the sale of noncontrolling interest in subsidiaries; less (v) lease payments; less (vi) dividends paid to noncontrolling interest, plus (vii) the net acquisition/disposal of short-term investment net of the combined effect of the application of IAS 29 and IAS 21 to the Argentine operations, plus (viii) expansion capital expenditures, less (ix) other financial income derived from gains on bond arbitrage transactions.

Expansion capex is defined as the required investment to expand current production capacity including organic growth, joint ventures and acquisitions. We define maintenance capital expenditures ("maintenance capex") as the necessary investments in order to maintain the current level of productivity both at an agricultural and at an industrial level. Proceeds from the sale of non-controlling interest in farming subsidiaries is a measure of the cash generated from our land transformation activities that is included under cash from financing activities pursuant to IFRS.

We believe Adjusted Free Cash Flow is an important liquidity measure for the Company because it allows investors and others to evaluate and compare the amount of cash generated by the Company business and financing activities to undertake growth investments, to fund acquisitions, to reduce outstanding financial debt and to provide a return to shareholders in the form of dividends and/or share repurchases, among other things.

We believe Adjusted Free Cash Flow from Operations is an additional important liquidity metric for the Company because it allows investors and others to evaluate and compare the total amount of cash generated by the Company's business and financing activities after paying for recurrent items including interest, taxes and maintenance capex. We believed this metric is relevant in evaluating the overall performance of our business.

Other companies may calculate Adjusted Free Cash Flow and Adjusted Free Cash Flow from Operations differently, and therefore our formulation may not be comparable to similarly titled measures used by other companies. Adjusted Free Cash Flow and Adjusted Free Cash Flow from Operations are not measures of liquidity under IFRS, and should not be considered in isolation or as an alternative to consolidated cash flows from operating activities, net increase (decrease) in cash and cash equivalents and other measures determined in accordance with IFRS.

(1) Net of the combined effect of IAS 29 and IAS 21 of the Argentine subsidiaries; (2) Please refer to "Reconciliation of Non-IFRS measures" starting on page 13 for a definition of Adjusted Free Cash Flow from Operations and Adjusted Free Cash Flow. (3) Pro forma basis to give effect to Profertil's acquisition, as if such event had occurred on January 1st, 2024.

RECONCILIATION - ADJUSTED FREE CASH FLOW												Proforma(1)
$ thousands			2025			2024			Chg %			2025			2024			Chg %
Net increase/(decrease) in cash and cash equivalents			171,348			(177,234)			n.a.			166,910			(176,934)			n.a.
Interest paid			(48,712)			(24,629)			n.a.			(55,739)			(28,909)			n.a.
Lease payments			(103,945)			(98,478)			n.a.			(107,023)			(99,359)			n.a.
Dividends paid to non-controlling interest			(95)			(736)			n.a.			(95)			(736)			n.a.
Restricted short-term investments			17,419			(14,510)			n.a.			(75,188)			(108,444)			n.a.
Cash flow from financing activities			(785,774)			274,000			(386.8)%			(593,875)			512,592			(215.9)%
Other financial income			(5,890)			(238)			n.a.			(5,890)			(238)			n.a.
IAS 29 & IAS 21 Effect for Investing Activities			3,458			7,273			(52.5)%			3,458			7,273			(52.5)%
IAS 29 & IAS 21 Effect for Operating Activities			(8,629)			102,797			(108.4)%			(8,629)			102,797			(108.4)%
IAS 29 & IAS 21 Effect for Acquisition of Short-term Investments			1,827			(2,034)			n.a.			1,827			(2,034)			n.a.
IAS 29 & IAS 21 Effect for Interest Paid			1,433			(9,395)			n.a.			1,433			(9,395)			n.a.
Adjusted Free Cash Flow			(757,560)			56,816			(1433.3)%			(672,812)			196,613			(442.2)%

(1) Pro forma basis to give effect to Profertil's acquisition, as if such event had occurred on January 1st, 2024.

(1) Pro forma basis to give effect to Profertil's acquisition, as if such event had occurred on January 1st, 2024.

Pro forma basis to give effect to Profertil's acquisition, as if such event had occurred on January 1st, 2024.

Condensed Consolidated Interim Financial Statments

    

Statement of Income
$ thousands			4Q25			4Q24			Chg %			12M25			12M24			Chg %
Revenue			415,936			374,220			11.1%			1,427,734			1,518,907			(6.0)%
Cost of revenue			(337,089)			(297,905)			13.2%			(1,178,507)			(1,198,715)			(1.7)%
Initial recognition and Changes in fair value of biological assets and agricultural produce			18,131			21,779			(16.8)%			95,610			143,081			(33.2)%
Changes in net realizable value of agricultural produce after harvest			(1,155)			(8,984)			(87.1)%			6,439			(28,437)			(122.6)%
Margin on Manufacturing and Agricultural Activities Before Operating Expenses			95,823			89,110			7.5%			351,276			434,836			(19.2)%
General and administrative expenses			(32,108)			(24,922)			28.8%			(122,122)			(103,880)			17.6%
Selling expenses			(49,818)			(37,971)			31.2%			(161,134)			(153,482)			5.0%
Other operating income, net			14,222			21,329			(33.3)%			26,285			4,824			444.9%
Profit from operations			28,119			47,546			(40.9)%			94,305			182,298			(48.3)%
Finance income			10,069			7,644			31.7%			35,105			16,808			108.9%
Finance costs			(48,030)			(60,379)			(20.5)%			(127,134)			(166,441)			(23.6)%
Other financial results - Net gain / (loss) of inflation effects on the monetary items			(3,180)			4,332			(173.4)%			(9,209)			2,421			(480.4)%
Financial results, net			(41,141)			(48,403)			(15.0)%			(101,238)			(147,212)			(31.2)%
Profit before income tax			(13,022)			(857)			1,419.5%			(6,933)			35,086			(119.8)%
Income tax			(1,828)			17,035			(110.7)%			174			57,015			(99.7)%
Profit for the period			(14,850)			16,178			(191.8)%			(6,759)			92,101			(107.3)%

(*) Includes 5,890 in 2024 related to gains on bond arbitrage transactions (238 in 2024) of which the combined effect of IAS 29 and 21 of the Argentine subsidiaries is 8 for 2024 and (105) in 2023.

 

To the Board of Directors and Shareholders of Adecoagro S.A.

We have audited the accompanying consolidated statements of financial position of Adecoagro S.A. and its subsidiaries (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of income, comprehensive income, changes in shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2025, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 in conformity with IFRS Accounting Standards as issued by the International Accounting Standards Board. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Annual Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

As described in Management’s Annual Report on Internal Control over Financial Reporting, management has excluded Profertil S.A. from its assessment of internal control over financial reporting as of December 31, 2025 because it was acquired by the Company in a purchase business combination during 2025. We have also excluded Profertil S.A. from our audit of internal control over financial reporting. Profertil S.A. is a subsidiary whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting represent 33.4 % and 2.2 %, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2025.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

As described in Notes 16, 32 (b) and 33.11 to the consolidated financial statements, the total aggregated fair value of the Company’s level 3 biological assets related to sown land – sugarcane, sown land – crops and sown land – rice was US$ 259 million as of December 31, 2025. The fair value of these level 3 biological assets is determined by management using a discounted cash flow model which requires the input of highly subjective assumptions including significant unobservable inputs. The discounted cash flow model included significant judgements and assumptions relating to management’s cash flow projections including future market prices, estimated yields at the point of harvest, estimated production cycle, future costs of harvesting and other costs and estimated discount rate.

The principal considerations for our determination that performing procedures relating to the valuation of the level 3 biological assets related to sown land – sugarcane, sown land – crops and sown land – rice is a critical audit matter are (i) the significant judgment by management when developing the fair value measurement; (ii) a high degree of auditor judgement, subjectivity, and effort in performing procedures and evaluating management’s cash flow projections and significant assumptions related to future market prices, estimated yields at the point of harvest, estimated production cycle, future costs of harvesting and other costs and estimated discount rate; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the valuation of the level 3 biological assets related to sown land – crops, sown land – rice and sown land – sugarcane. These procedures also included, among others evaluating the significant assumptions and methods used by management in developing the fair value measurement including future market prices, estimated yields at the point of harvest, estimated production cycle, future costs of harvesting and other costs and estimated discount rate. Evaluating management’s assumptions involved evaluating whether these assumptions were reasonable considering the consistency with external information and past records and testing management’s sensitivity analysis of certain significant assumptions. Professionals with specialized skill and knowledge were used to assist in the evaluation of certain significant assumptions, including estimated yields at the point of harvest and estimated production cycle.

As described in Notes 21, 32 (e) and 33.2 (a) to the consolidated financial statements, on December 18, 2025, the Company completed the acquisition of Profertil S.A. (Profertil) for a total purchase consideration of US$ 596.3 million. This acquisition resulted in the recognition of US$ 1,303.1 million of property, plant and equipment of which, US$ 1,107 million related to the fertilizer plant complex of Bahia Blanca (Fertilizer Complex). The Company uses the acquisition method of accounting to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair value of the assets transferred and the liabilities incurred. Identifiable assets acquired and liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The Group recognizes any non-controlling interest in the acquiree on an acquisition-by-acquisition basis either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s net assets. The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the identifiable net assets acquired is recorded as goodwill. Management determined the fair value of the Fertilizer Complex using a depreciated replacement cost approach. Under the cost approach, the value is based on the cost of a market participant to reconstruct a substitute asset of comparable utility, adjusted for any obsolescence. The key judgment and assumptions used include the current replacement cost and physical deterioration factors, including economic useful life and effective age. Determining the fair value of the Fertilizer Complex requires significant management judgment and involves the use of significant estimates and assumptions. The valuation was performed with the assistance of an independent valuation specialist.

The principal considerations for our determination that performing procedures relating to the valuation of the Fertilizer Complex acquired in the acquisition of Profertil is a critical audit matter are (i) the significant judgment by management when developing the depreciated replacement cost of the Fertilizer Complex acquired; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to current replacement cost and physical deterioration factors, including economic useful life and effective age; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the acquisition accounting, including controls over management’s valuation of the Fertilizer Complex acquired. The work of management’s independent valuation specialist was used in performing the procedures to evaluate the reasonableness of the estimates of depreciated replacement cost. As a basis for using this work, the specialist’s qualifications were understood and the Company’s relationship with the specialist was assessed. These procedures also included, among others (i) reading the purchase agreement; (ii) testing management’s process for developing the fair value estimate of the Fertilizer Complex acquired; (iii) evaluating the appropriateness of the depreciated replacement cost method used by management; (iv) testing the completeness and accuracy of the underlying data used in the depreciated replacement cost method; and (v) evaluating the reasonableness of management's significant assumptions related to the current replacement cost and physical deterioration factors, including economic useful life and effective age. Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the depreciated replacement cost method and (ii) the reasonableness of the significant assumptions related to current replacement cost and physical deterioration factors, including economic useful life and effective age.

/s/ PRICE WATERHOUSE & CO. S.R.L.

/s/ Eduardo Alfredo Loiácono (Partner)

Eduardo Alfredo Loiácono

Buenos Aires, Argentina.

March 13, 2026.

We have served as the Company’s auditor since 2008.

 

Name as specified in charter: Adecoagro S.A.

 

Legal address: 28, Boulevard F.W. Raiffeisen, L-2411, Luxembourg

 

Company activity: Agricultural and agro-industrial

Date of registration: June 11, 2010

Expiration of company charter: No term defined

Number of register (RCS Luxembourg): B153.681

Issued Capital Stock: 147,872,161 common shares

Outstanding Capital stock: 142,576,786 common shares

Treasury shares: 5,295,375 common shares

 

 

 

 

 

 

 

(*) Net of ($8,498) of income tax.

(**) Net of $62,988 of Income tax..

(***) Net of $10,492 of Income tax.