Adecoagro SA美股招股说明书(2025-12-09版)

statement relating to these securities has become effective under the Securities Act of 1933, as amended. This preliminary prospectus supplement and theaccompanying prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offeror sale is not permitted.Filed Pursuant to Rule 424(b)(5) Registration No. 333-291872 SUBJECT TO COMPLETION DATED DECEMBER 9, 2025 PRELIMINARY PROSPECTUS SUPPLEMENT(To Prospectus dated December 1, 2025) We are offering common shares, par value $1.50 per share, with an aggregate offering price of $300,000,000. Our common shares are listed on the New York Stock Exchange under the symbol “AGRO.” The last reported sale price of our common shares on theNew York Stock Exchange on December 9, 2025 was $8.32 per share. We have granted the underwriters an option for a period of 30 days to purchase an additional $11,000,000 of common shares. Investing in our common shares involves significant risks. Please read the information contained in or incorporated by reference under theheading “Risk Factors” beginning on page S-7 of this prospectus supplement, and under similar headings in other documents filed after thedate hereof and incorporated by reference into this prospectus supplement and the accompanying prospectus.______________________ Tether Investments S.A. de C.V. (“Tether” or our “controlling shareholder”) and certain of our management and other investors have indicated aninterest in purchasing common shares in this offering at the public offering price. Tether has indicated an interest in purchasing approximately $200.0million of those common shares, and certain of our management and other investors have indicated an interest in purchasing an aggregate ofapproximately $26.0 million of those common shares. However, because indications of interest are not binding agreements or commitments to purchase,the underwriters could determine to sell more, fewer or no shares to Tether or to such other investors, and each of Tether and such other investors coulddetermine to purchase more, fewer or no shares in this offering. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities ordetermined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is acriminal offense. The underwriters expect to deliver the shares to purchasers in the offering on or about, 2025.______________________ Global Coordinators and Joint Book-Running Managers J.P. Morgan BofA Securities Joint Book-Running Managers Itaú BBA BTG Pactual , 2025. TABLE OF CONTENTS____________________ Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTS-iiSPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTSS-iiiNON-IFRS FINANCIAL MEASURES (UNAUDITED)S-vPROSPECTUS SUPPLEMENT SUMMARYS-1THE OFFERINGS-6RISK FACTORSS-7CAPITALIZATIONS-9USE OF PROCEEDSS-10MATERIAL LUXEMBOURG TAX CONSIDERATIONS FOR HOLDERS OF COMMON SHARESS-11RISK OF U.S. FEDERAL INCOME TAXATION ON THE COMPANYS-14UNDERWRITINGS-19LEGAL MATTERSS-28EXPERTSS-28WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-29 Prospectus About This Prospectus1Special Note On Forward-Looking Statements2The Company4Risk Factors6Enforceability of Civil Liabilities10Capitalization12Unaudited Pro Forma Consolidated Financial Information13Use of Proceeds23Dividend Policy24Description of Share Capital25Description of Rights to Subscribe for Common Shares35Taxation36Plan of Distribution37Legal Matters40Experts40Where You Can Find More Information40Incorporation of Documents by Reference41 You should rely only on the information contained in this document or to which this document refers you.We have not authorized anyone to provideyou with information that is different.This document may be used only where it is legal to sell these securities.The information in this document maybe accurate only on the date of this document. ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which describes the terms of this offering of common shares andalso adds to, and updates information contained in the accompanying prospectus and the documents incorporated by reference into this prospectussupplement and the accompanying prospectus.The second part, the accompanying prospectus dated December 1, 2025, provides more generalinformation about us and our common shares.Generally, when we refer to this prospectus, we are referring to both parts of this document combined. Tothe extent there is a conflict between the information contained in this prospectus supplement, on the one hand, and the information contained in theaccompanying prospectus or in any document incorporated by reference that was filed with the Securities and Exchange Commission, or SEC, beforethe date of this prospectus supplement, on th