Adecoagro SA 2025年年度报告和过渡报告

COMMISSION FILE NUMBER:001-35052Adecoagro S.A.(Exact name of registrant as specified in its charter)N/A(Translation of registrant’s name into English)Grand Duchy of Luxembourg(Jurisdiction of incorporation or organization)28, Boulevard F.W. Raiffeisen,L-2411,LuxembourgTel: +352.2644.9494(Address of principal executive offices)Manuela Lamellari28, Boulevard F.W. Raiffeisen,L - 2411LuxembourgEmail:manuela.lamellari@intertrustgroup.comTel: +352.2644.9494(Name, Telephone, E-Mail and/or Facsimile number and Address of Company Contact Person)Securities registered or to be registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filingrequirements for the past 90 days. Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YesþNo¨ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. Seedefinition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one): Non-accelerated filer¨Emerging growth company¨ Accelerated filer☐ Large accelerated filerþ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected notto use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of theExchange Act.¨ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal controlover financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issuedits audit report. ☑Yes☐No If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation receivedby any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP¨International Financial Reporting Standardsas issued by the International Accounting Standards BoardþOther¨ If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow: Item 17¨Item 18¨ If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes¨Noþ TABLE OF CONTENTSFORWARD-LOOKING STATEMENTSivPRESENTATION OF FINANCIAL AND OTHER INFORMATIONvPART I1Item 1.Identity of Directors, Senior Management and Advisers1Item 2.Offer Statistics and Expected Timetable1Item 3.Key Information1A.[RESERVED]1B.CAPITALIZATION AND INDEBTEDNESS1C.REASONS FOR THE OFFER AND USE OF PROCEEDS1D.RISK FACTORS1Item 4.Information on the Company41A.HISTORY AND DEVELOPMENT OF THE COMPANY41B.BUSINESS OVERVIEW45C.ORGANIZATIONAL STRUCTURE83D.PROPERTY, PLANTS AND EQUIPMENT83Item 4A.Unresolved Staff Comments83Item 5.Operating and Financial Review and Prospects83A.OPERATING RESULTS86B.LIQUIDITY AND CAPITAL RESOURCES107C.RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.111D.TREND INFORMATION112E.CRITICAL ACCOUNTING ESTIMATESItem 6.Directors, Senior Management and Employees114A.DIRECTORS AND SENIOR MANAGEMENT114B.COMPENSATION118C.BOARD PRACTICES118D.EMPLOYEES121E.SHARE OWNERSHIP122F.DISCLOSURE OF A REGISTRANT’S ACTION TO RECOVERERRONEOUSLY AWARDED COMPENSATION124Item 7.Major Shareholders and Related Party Transactions124A.MAJOR SHAREHOLDERS124B.RELATED PARTY TRANSACTIONS125C.INTERESTS OF EXPERTS AND COUNSEL126 Item 8.Financial Information127A.CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION127B.SIGNIFICANT CHANGES128 Item 9.The Offer and Listing128A.OFFER AND LISTING DETAILS128B.PLAN OF DISTRIBUTION128C.MARKETS128D.SELLING SHAREHOLDERS128E.DILUTION128F.EXPENSES OF THE ISSUE128 Item 16 A.Audit Committee Financial Expert151Item 16 B.Code of Ethics151Item 16 C.Principal Accountant Fees and Services151Item 16 D.Exemptions fr