A. [RESERVED]
B. CAPITALIZATION AND INDEBTEDNESS
Not Applicable.
C. REASONS FOR THE OFFER AND USE OF PROCEEDS
Not Applicable.
D. RISK FACTORS
Investing in our common shares involves a high degree of risk. Before making an investment decision, you should carefully consider the information contained in this annual report, particularly the risks described below, as well as in our Consolidated Financial Statements and accompanying notes. Our business activities, cash flow, financial condition and results of operations could be materially and adversely affected by any of the risks and uncertainties mentioned below. The market price of our common shares may decrease due to any of these risks or other factors, and you may lose all or part of your investment. The risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our business operations.
For purposes of this section, the indication that a risk, uncertainty or problem may or will have a “material adverse effect on us” or that we may experience a “material adverse effect” means that the risk, uncertainty or problem could have a material adverse effect on our business, financial condition or results of operations and/or the market price of our common shares, except as otherwise indicated or as the context may otherwise require. Investors should view similar expressions in this section as having a similar meaning.
Summary of Risk Factors
The risks facing us and our business are many and varied. Set forth below is a summary of the risk factors more fully described herein.
The risks related to our business and industries include the following:
•Unpredictable weather conditions, including as a result of climate change, pest infestations and diseases may have an adverse impact on agricultural production.
•Fluctuations in market prices for our products could adversely affect our financial condition and results of operations.
•Ethanol prices are correlated to the price of sugar and are also closely correlated to the price of petroleum, so that a decline in the price of sugar or a decline in the price of petroleum will adversely affect our sugar and ethanol businesses.
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•The expansion of our business through acquisitions poses risks that may reduce the benefits we anticipate from these transactions.
•Our business may be materially and adversely affected by changes in international trade and economic and other conditions in key export markets for our products, including the imposition of tariffs, the modification of trade agreements between countries or other international trade restrictions.
•A significant increase in the price of raw materials we use in our operations, or the shortage of such raw materials, could adversely affect our results of operations.
•We cannot guarantee that our suppliers will not engage in improper practices, including inappropriate labor or manufacturing practices.
•Increased fuel and energy prices and frequent interruptions of energy supply could adversely affect our business.
•Our business may be materially and adversely affected by the emergence of epidemics or pandemics.
•A worldwide economic downturn could weaken demand for our products or lower prices.
•Our business is seasonal and our results may fluctuate significantly depending on the growing cycle of our crops.
•We face significant competition across our business segments, which could adversely affect our financial performance.
•Our current insurance coverage may not be sufficient to cover our potential losses.
•Cybersecurity incidents, including attacks on the infrastructure necessary to maintain our IT systems, may adversely affect us.
•Governmental policies reducing the amount of ethanol required to be added to gasoline, or eliminating tax incentives for flex-fuel vehicles, may adversely affect our business.
•Growth in the sale and distribution of ethanol depends in part on infrastructure improvements, which may not occur on a timely basis, if at all.
•A substantial portion of our assets is farmland that is highly illiquid.
•We have entered into agriculture partnership agreements in respect of a significant portion of our sugarcane plantations.
•Our performance depends on favorable working relationships with our employees and compliance with labor laws. Any strain on these relationships or increased labor costs could adversely affect our business.
•We may not possess all permits and licenses required to operate our business, or we may fail to renew or maintain the licenses and permits we currently hold which could subject us to fines and other penalties.
•Our business is subject to significant governmental regulation, which may adversely affect our results of operations and financial condition.
•Climate change may impose increased costs on our operations.
•Countries may adopt regulations specifically affecting the agricultural sector and related industries or take other measures impacting the research, experiment, production, processing, marketing, import and export of our products.
•We may face restrictions and penalties under consumer protection laws.
•IFRS requires us to measure our biological assets at fair value and therefore limit the comparability of our financial statements to similar issuers applying US GAAP.
•Our indebtedness could impair our financial condition and impair our ability to receive or pay out dividends.
•The terms of our indebtedness and that of certain of our subsidiaries impose significant restrictions on our operating and financial flexibility.
•Fluctuations in interest rates could have a significant impact on our results of operations, indebtedness and cash flow.
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•We may need additional capital and we may not be able to obtain it.
•There is a risk that we could be treated as a U.S. domestic corporation for U.S. federal income tax purposes, which could materially increase our U.S. federal income tax liability and subject any dividends we pay to U.S. federal withholding tax.
•We may be classified by the IRS as a “passive foreign investment company,” which may result in adverse tax consequences for U.S. investors in our common shares.
•We are subject to anti-corruption, anti-bribery, anti-money laundering and other international trade laws and regulations.
•We may be adversely affected by the ongoing war between Russia and Ukraine, the conflict between Israel and Hamas, the blockade of the Strait of Hormuz by Iran, and other related conflicts in the Middle East, as well as the ensuing global geopolitical and economic instability.
•Technological advances or alternative products may affect demand for our products and services or require substantial capital investments to remain competitive.
•Our use of artificial intelligence (“AI”), including generative AI, may expose us to additional risks and uncertainties that could adversely affect our business.
•Security breaches and other disruptions could compromise our technology infrastructure and information and expose us to processes disruption and liability, which would cause our business and reputation to suffer.
•We depend on our information technology systems and any failure of these systems could adversely affect our business.
•Noncompliance with data protection laws could adversely affect our business.
•Our operations are subject to disruptions by third parties who interfere with the possession of our real estate or our means of production.
•Tether owns approximately 74% of the outstanding common shares of the Company and, as such, will have the ability to effect certain decisions requiring shareholder approval, which may be inconsistent with the interests of our other shareholders
We also face risks related to the acquisition of Profertil, which include the following
•The financial position and results of operations of Adecoagro following the acquisition of Profertil may differ materially from our expectations.
•The acquisition of Profertil is subject to mandatory notification to the Argentine Antitrust Authority.
We also face risks associated with the countries in which we operate, primarily in Argentina and Brazil, which include the following:
•Our results of operations and financial condition are dependent upon economic conditions in the emerging countries in which we operate.
•Economic and political conditions in the countries in which we operate, and the perception of these conditions in international markets, may adversely impact our business, our access to capital and debt markets, and our results of operations and financial condition.
•The economies of the countries in which we operate may be adversely affected by the deterioration of other global markets.
•Governments have a high degree of influence in the economies in which we operate, which could adversely affect our results of operations or financial condition.
•Currency exchange rate fluctuations relative to the U.S. dollar in the countries in which we operate our businesses may adversely impact our results of operations and financial condition.
•Inflation in some of the countries in which we operate, along with governmental measures to curb inflation, may have a significant negative effect on the economies of those countries and, as a result, on our financial condition and results of operations.
•Any deterioration in Brazil’s or our credit rating may adversely affect the trading price of our common shares and us.
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•Disruption of transportation and logistics services, insufficient investment in public infrastructure or disruption to any aspect of the supply chain could adversely affect our operating results.
•The Argentine economy may be affected by its government’s limited access to financing from international markets and the result of any failure to pay its debt obligations.
•Argentina’s current account and balance of payment imbalances could lead to a depreciation of the Peso, and as a result, affect our results of operations, our capital expenditure program and our ability to service our foreign currency liabilities.
•Failure to adequately address actual and perceived risks of institutional corruption may adversely affect the economy and financial condition of the emerging markets in which we operate.
•Laws on the foreign ownership of rural properties may adversely affect our results of operations and future investments in rural properties.
•An increase in export and import duties and controls may have an adverse impact on our sales.
•Exchange controls restrict the inflow and outflow of funds and may substantially limit the ability of companies to retain or obtain foreign currency or make payments abroad.
•Changes in tax laws, incentives, benefits and regulations may have a material adverse impact on the taxes applicable to our business and may increase our tax burden.
•We receive certain tax benefits from Brazilian tax authorities, and there can be no assurance that such benefits will be maintained or renewed.
•As a Luxembourg corporation (“société anonyme”) we and our common shares are also exposed to risks that include the following:
•Our exemption as a “foreign private issuer” from certain rules under the U.S. securities laws will result in less information about us being available to investors than for U.S. companies, which may result in our common shares being less attractive to investors.
•We are a Luxembourg corporation (“société anonyme”) and it may be difficult for you to obtain or enforce judgments against us or our executive officers and directors in the United States.
•Our shareholders may have more difficulty protecting their interests than they would as shareholders of a U.S. corporation, which could adversely impact trading in our common shares and our ability to conduct equity financings.
•Luxembourg and European Union insolvency and bankruptcy laws and regulations are substantially different from U.S. insolvency laws and may offer our shareholders less protection than they would have under U.S. insolvency and bankruptcy laws.
•Our ability to pay dividends is subject to Luxembourg law and requirements.
•We are a holding company and depend on the ability of our subsidiaries to distribute funds to us in order to satisfy our financial obligations and to make dividend payments, which they may not be able to do.
Risks Related to Our Business and Industries
Unpredictable weather conditions, including as a result of climate change, pest infestations and diseases may have an adverse impact on agricultural production.
Severe weather or environmental conditions, in particular, droughts, hail, floods, frost or pestilence, are unpredictable and may have a significant adverse impact on agricultural production and the supply and price of agricultural commodities that we sell and use in our business. Moreover, adverse weather conditions may be exacerbated by the effects of climate change which impact the entirety of our business and policies. See “—Climate change may impose increased costs on our operations.” Additionally, higher than average temperatures and rainfall can contribute to an increased pestilence, which may adversely impact our agricultural production.
Our sugar production depends on the volume and sucrose content of the sugarcane that we cultivate or that is supplied to us by growers located in the vicinity of our mills. Both sugarcane yields and sucrose content depend primarily on weather
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conditions such as rainfall and temperature, which can vary. Weather conditions have historically caused volatility in the ethanol and sugar industries. Future weather patterns may reduce the amount of sugarcane that we can harvest or purchase, or the sucrose content in such sugarcane, and, consequently, the amount of sugar and ethanol we can produce in any given harvest. Any reduction in production volumes could have a material adverse effect on our results of operations and financial condition.
Since June 2023, sea surface temperature conditions exhibited a pattern characteristic of the climate phenomenon commonly known as “El Niño”, with a band of warm waters across the equatorial Pacific and signs of anomalous convective activity from August 2023 onward. Classified as moderate to strong, this El Niño event had significant and varied impacts across different regions, which impacted our agricultural production. Although the physical impact of adverse weather events on our business remains uncertain, according to Monthly Report No. 8 - El Niño Panel (“Boletim Mensal nº 8”), published by INPE (“Instituto Nacional de Pesquisas Espaciais”), INMET (“Instituto Nacional de Meteorologia”), ANA (“Agência Nacional das Águas e Saneamento Básico”), and CENAD (“Centro Nacional de Gerenciamento de Riscos e Desastres”), current sea surface temperature conditions in the equatorial Pacific are near climatological averages, indicating the dissipation of El Niño and a transition to neutral conditions. Warnings from the National Oceanic and Atmospheric Administration (NOAA) indicate the potential emergence of a “Super El Niño” in 2026, with a 62% probability of development between June and August 2026. This global climate phenomenon could lead to extreme weather patterns across South America, including increased precipitation in certain regions and severe droughts in others, which could adversely affect our crop yields and logistical operations in late 2026 and early 2027.
Similarly, the occurrence and effects of disease and pestilence can be unpredictable and devastating to agricultural products, potentially rendering all or a substantial portion of the affected harvest unsuitable for sale. Our agricultural products are also susceptible to fungi and bacteria that are associated with excessively moist conditions. Our results of operations could be adversely affected in such cases where our production is materially affected and all or a substantial portion of the production costs have been incurred, including as a result of Spiroplasma disease in our crops. During the 2023/2024 harvest season, due to climatic conditions in some of our productive regions, late corn production was affected by this plague. There can be no assurance that such events in the future will not adversely affect our operating results and financial condition. Furthermore, if we fail to control pestilence or disease and our production is threatened, we may be unable to supply our main customers, which could affect our results of operations and financial condition.
In addition, disease among our dairy cattle herd, such as mastitis, tuberculosis, brucellosis and foot-and-mouth disease, could have an adverse effect on productivity. Outbreaks of cattle diseases may also result in the closure of certain important markets to our cattle-derived products. Although we abide by national veterinary health guidelines, which include laboratory analyses and vaccination, to control diseases among the herds, especially foot-and-mouth disease, we cannot assure that future outbreaks of cattle diseases will not occur. A future outbreak of diseases among our cattle herds could adversely affect our milk sales and operating results and financial condition. Furthermore, outbreaks, or fears of outbreaks, of any of these or other animal diseases may lead to the cancellation of orders by our customers, in particular if the disease has the potential to affect human health or create adverse publicity that may have a material adverse effect on consumer demand for our products.
Moreover, outbreaks of animal disease may lead foreign governments to ban the importation of some or all of our products, which may result in the destruction of some or all of these animals. The appearance of new diseases or the mutation or proliferation of existing diseases could also damage or completely destroy our crops and cattle herds, which would materially and adversely affect our business, financial condition and results of operations.
Fluctuations in market prices for our products could adversely affect our financial condition and results of operations.
Prices for agricultural products and by-products, including, among others, sugar, ethanol, grains and powder milk, have historically been cyclical and sensitive to domestic and international changes in supply and demand and can be expected to fluctuate significantly. In addition, the agricultural products and by-products and fertilizers like urea, we produce are traded on commodities and futures exchanges and thus are subject to speculative trading, which may adversely affect us. The prices that we are able to obtain for our agricultural products and by-products depend on many factors beyond our control including:
•prevailing global commodity prices, which historically have been subject to significant fluctuations over relatively short periods of time, depending on worldwide demand and supply as well as factors related to financial speculation;
•changes in the agricultural subsidy levels of certain important producers (mainly the U.S. and the European Union, or the “E.U.”), tariffs and trade barriers with regard to certain important consumer markets (see—Our business may be materially and adversely affected by changes in international trade and economic and other conditions in key export markets for our products, including the imposition of tariffs, the modification of trade
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agreements between countries or other international trade) and the adoption of other government policies affecting industry market conditions and prices;
•changes to trade barriers of certain important consumer markets (including China, India, the U.S. and the E.U.) and the adoption of other governmental policies affecting industry market conditions and prices;
•changes in government policies for biofuels;
•disruptions in commodity markets caused by global events, including epidemics, pandemics, the ongoing war between Russia and Ukraine, the Israel-Hamas military conflict, the blockade of the Strait of Hormuz by Iran, and the resulting increased tensions in the Middle East region;
•available transportation methods and infrastructure development in the regions where we operate or in remote areas serving local markets and which affect the local prices of our crops;
•world inventory levels, i.e., the supply of commodities carried over from year to year;
•climatic conditions and natural disasters in areas where agricultural products are cultivated;
•cost of raw materials; and supply of and demand for competing commodities and substitutes;
•the production capacity of our competitors; and
•demand for and supply of competing commodities and substitutes.
Further, because we may not hedge 100% of the price risk of our agricultural products, we are unable to have minimum price guarantees for all of our production and are, therefore, exposed to risks associated with the prices of agricultural products and their volatility. As a result, we are subject to fluctuations in prices of agricultural products that could result in our receiving lower prices for our agricultural products than our production costs.
For example, in 2025 sugar prices in U.S. dollars traded on average at 16.97ctc/lb according to the International Exchange - New York, or “ICE NY”, anhydrous and hydrous ethanol prices in Brazilian Reais were on average R$3,136/liter and R$2,737/liter, respectively according to the center for Advanced Studies on Applied Economics (Centro de Estudos Avançados em Economia Aplicada (CEPEA/ESALQ)).
Also, domestic prices of electricity exported to the grid, in particular, electricity produced by hydroelectric generators, are impacted by weather conditions. In 2025, the average energy spot price (PLD) reached R$180.55/MWh, 41% higher compared to 2024 (R$127.95/MWh). Forecasts for 2026 indicate an average price of approximately R$220.00/MWh, representing an increase of 22% compared to 2025.
Moreover, there is a strong relationship between the value of our land holdings and market prices of the commodities we produce, which are affected by global economic conditions. A decline in the prices of grains, sugar, ethanol, or related by-products below their current levels for a sustained period of time could significantly reduce the value of our land holdings and materially and adversely affect our financial condition and results of operations.
Ethanol prices are correlated to the price of sugar and are also closely correlated to the price of petroleum, so that a decline in the price of sugar or a decline in the price of petroleum will adversely affect our sugar and ethanol businesses.
The vast majority of ethanol in Brazil is produced at sugarcane mills that produce both ethanol and sugar. Because sugarcane millers are able to alter their product mix in response to the relative prices of ethanol and sugar, the prices of both products are directly correlated, and the correlation between ethanol and sugar prices may increase over time. Sugar prices in Brazil are determined by prices in the world market, resulting in a correlation between Brazilian ethanol prices and world sugar prices. Accordingly, a decline in sugar prices would have an adverse effect on the financial performance of our ethanol and sugar businesses.
In addition, gasoline prices in Brazil are significantly influenced by the Brazilian government. Because flex-fuel vehicles, which have become popular in Brazil, allow consumers to choose between gasoline and ethanol at the pump rather than at the showroom, ethanol prices are correlated to gasoline prices as well and, consequently, international oil prices. In Brazil, petroleum and petroleum derivatives have historically been subject to price controls. Currently there is no legislation or regulation in force that grants the Brazilian government the authority to set prices for petroleum, petroleum products, ethanol or vehicular natural gas. However, because Petróleo Brasileiro S.A. – Petrobras, the dominant player in Brazil’s oil-based fuels market, is a government-controlled company, domestic prices for petroleum and petroleum products may be influenced by
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governmental policies and considerations. This may result in divergences between international reference prices and prevailing prices in Brazil, which could adversely affect our business and results of operations..
We believe that the correlation between petroleum, ethanol and sugar prices will increase over time. Accordingly, a decline in sugar prices will have an adverse effect on the financial performance of our ethanol and sugar businesses, and a decline in petroleum prices could make ethanol less competitive and reduce demand, despite increased sales of flex-fuel vehicles, affecting our results and financial condition, including cash flows. Finally, a decrease in gasoline prices could make ethanol less competitive and result in a reduction in demand even if demand for flex-fuel vehicles were to increase, which could adversely affect our financial condition and results of operations.
The expansion of our business through acquisitions poses risks that may reduce the benefits we anticipate from these transactions.
As part of our business strategy, we have grown through acquisitions. We plan to continue growing by acquiring other farms and production facilities throughout South America. A significant recent step in this strategy is our acquisition of a 90% stake in Profertil S.A. (“Profertil”) from Nutrien Ltd. (“Nutrien”) and YPF S.A. (“YPF”). This transaction positions us as the controlling shareholder, alongside Asociación de Cooperativas Argentinas Coop. Ltda. (“ACA”), in Argentina’s leading producer of urea and ammonia, strengthening our fertilizer supply chain and regional industrial footprint. We believe that the agricultural industry and agricultural activity in the region are highly fragmented and that our future consolidation opportunities will continue to be significant to our growth. However, our management is unable to predict whether or when any prospective acquisitions or strategic alliances will occur, or if such transactions will be agreed upon on favorable terms and conditions. Our ability to continue to expand our business successfully through acquisitions and strategic alliances, including the successful integration and joint operation of Profertil, depends on many factors, including our ability to identify suitable targets, access financing sources, including through capital markets, at acceptable conditions, negotiate favorable transaction terms and successfully consummate and integrate acquired businesses, including Profertil.
The successful integration of acquired businesses, including Profertil, requires complex judgments, including assessments of development and operating costs, expected synergies and potential environmental and other liabilities, which are inherently uncertain. The due diligence we conduct in connection with acquisitions, including the acquisition of Profertil, and the review conducted by our advisors, may not reveal all existing or potential risks or liabilities, nor permit us to become sufficiently familiar with acquired operations to identify all deficiencies. In particular, environmental conditions and other contingent liabilities may not be readily observable, and we may acquire businesses on an “as is” basis or without adequate contractual protections. Even where we obtain contractual guarantees or indemnities, such protections may be insufficient or the counterparty may be unable to satisfy its obligations. As a result, including in connection with the acquisition of Profertil, we may be exposed to successor liability relating to actions involving an acquired company, its management or liabilities incurred prior to the acquisition.
To support the acquisitions we pursue, we may need to implement new or upgraded strategies, systems, procedures and controls for our operations and will face risks, including diversion of management time and focus and broader integration challenges. We may also face challenges integrating information technology systems, internal controls and business cultures, including risks relating to deficiencies in the internal controls of acquired businesses, as well as attracting and retaining key personnel of acquired businesses, including Profertil. We may be unable to realize synergies and efficiency gains from acquisitions or to identify, negotiate or finance future acquisitions, particularly as part of our international growth strategy, successfully or at favorable valuations, or to effectively integrate these acquisitions or strategic alliances with our current businesses. Our failure to integrate new businesses or manage any new alliances successfully, including our integration of Profertil, could adversely affect our business and financial performance.
Any future strategic alliances or acquisitions of businesses, technologies, services or products might require us to obtain additional equity or debt financing, which may not be available on favorable terms, or at all, and may result in unforeseen operating difficulties and expenditures, as well as strain on our organizational culture, especially if an acquisition is followed by a period of lower than projected prices for our products. Financing acquisitions, including the acquisition of Profertil, with debt could increase our leverage, require us to dedicate a substantial portion of our cash flow to principal and interest payments and subject us to restrictive covenants. Financing acquisitions with equity securities could dilute existing shareholders and adversely affect the market price of our shares. Alternatively, funding acquisitions with cash could reduce the funds available for our operations or other strategic initiatives.Future acquisitions and joint ventures may be subject to antitrust and other regulatory approvals, which may not be obtained on a timely basis or at all.
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In addition, acquisitions, including the acquisition of Profertil, may result in the recognition of goodwill and other intangible assets, which could become impaired if acquired businesses do not perform as expected, adversely affecting our results of operations.
Finally, we are unable to predict the effect that changes in Argentine or Brazilian legislation regarding foreign ownership of rural properties could have on our business. See “—Risks Related to the Countries in Which We Operate—Laws on the foreign ownership of rural properties may adversely affect our results of operations and future investments in rural properties.”
Our business may be materially and adversely affected by changes in international trade and economic and other conditions in key export markets for our products, including the imposition of tariffs, the modification of trade agreements between countries or other international trade restrictions.
Our operating results depend largely on economic conditions and regulatory policies for our products in major export markets. The ability of our products to compete effectively in these export markets may be adversely affected by a number of factors that are beyond our control, including the deterioration of macroeconomic conditions, volatility of exchange rates, the imposition of greater tariffs or protectionist policies or other trade barriers or other factors in those markets.
Uncertainty in the global economy, as well as recent and proposed changes to current international trade agreements by the U.S. and other countries, greater restrictions on free trade generally and significant increases in tariffs on imported goods, among other possible changes, may lead to inflationary pressure, fewer goods transported and the need to restructure certain terms of business with our suppliers or customers. Moreover, tighter monetary policies among governments might impact economic growth as higher interest rates in developed economies may result in a reversal of capital flows to these countries, leading to the depreciation of the Brazilian real, acceleration of inflation expectations and increase of domestic interest rates.
The U.S. government has recently altered its approach to international trade policy, indicated its intent to renegotiate, or potentially terminate, certain existing bilateral or multi-lateral trade agreements and treaties with other countries, and made proposals and taken actions related thereto. On April 2, 2025, the Trump administration announced new tariffs on many U.S. trading partners, including a universal baseline tariff of 10% on all imported goods, and country specific tariffs such as an additional 34% tax on imports from China (leading to an effective rate of 54% when combined with existing tariffs) and 20% on products from the E.U., subject to certain exceptions. Following a period of market volatility, on April 9, 2025, President Trump announced a 90-day pause to the tariffs announced on April 2, 2025 for most countries, but maintained the baseline 10% tariff with respect to those countries subject to the pause, including Brazil and Argentina, and increased the tariff rate on Chinese imports for most products to as high as 145%.
On February 5, 2026, Argentina and the United States signed a Reciprocal Trade and Investment Agreement aimed at deepening economic integration. Under this agreement, the United States is expected to eliminate tariffs on more than 1,600 Argentine products, including regional goods, industrial inputs and critical minerals. In addition, the United States increased the preferential access quota for Argentine beef exports to 100,000 tons, up from 20,000 tons. The agreement has been signed by the executive branches of both countries but remains subject to ratification by the Argentine National Congress and will not become legally binding or fully effective until approved by both chambers in accordance with the Argentine Constitution.
In Brazil, the tariff landscape has also evolved following a February 2026 ruling by the U.S. Supreme Court invalidating the President’s use of emergency powers to impose certain reciprocal duties. As a result, previously proposed surcharges of up to 40% on Brazilian goods were struck down, and Brazil reverted to a baseline tariff of 10%, currently applied under Section 122 of the Trade Act, while product-specific exemptions continue to be negotiated.
Some foreign governments, including China, have instituted retaliatory tariffs on certain U.S. goods and have indicated a willingness to impose additional tariffs on U.S. products, particularly following the escalation of U.S. import duties to as high as 145% in 2025. Other countries and organizations, including the European Union, have implemented or threatened to implement retaliatory tariffs on certain U.S. products. However, the risk of bilateral trade frictions in South America has been partially mitigated by recent legal and diplomatic developments, including the Reciprocal Trade and Investment Agreement between the United States and Argentina and the elimination of previously proposed aggressive surcharges on Brazilian goods following the February 2026 U.S. Supreme Court ruling. Despite these regional improvements, global trade disruption, significant introductions of trade barriers and bilateral trade frictions, any material disruption and volatility in the global financial markets, including with respect to prices of securities, interest rates, inflation, and foreign exchange rates, together
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with any future downturns in the global economy resulting therefrom, could adversely affect our business, financial condition and results of operations.
Moreover, on January 17, 2026, the European Union and MERCOSUR signed the EU-MERCOSUR trade agreement, comprising both the EU-MERCOSUR Partnership Agreement (EMPA) and the Interim Trade Agreement (iTA). Argentina’s Congress subsequently ratified the iTA in late February 2026, enabling the European Commission to initiate the provisional application of the trade component of the agreement. Section 23.3 of the iTA provides that provisional application “shall commence on the first day of the second month following the date on which the European Union and the signatory MERCOSUR Member State have notified each other of the completion of their respective internal procedures or the ratification of this Agreement and have confirmed their intention to provisionally apply this Agreement.” Accordingly, provisional application of the agreement between Argentina and the European Union is expected to begin on May 1, 2026. The agreement provides for the elimination of tariffs on more than 90% of trade between the European Union and MERCOSUR, with the remaining products subject to preferential treatment, reduced tariff rates or exclusions for sensitive sectors. Tariff reductions will be implemented gradually for certain products to allow industries time to adapt. While the agreement does not directly affect U.S.-Argentina trade relations, it may have a positive impact on Argentina’s import and export flows.
Higher uncertainty and volatility may result in a slowdown in the economy and significantly impair our customers’ and suppliers’ ability to perform their obligations, resulting in an increase in the risk associated with our operations and commercial activity. All these events could cause a material adverse effect on our business, results of operations and financial condition.
If the sale of our products into a particular importing country is adversely affected by tariffs, trade barriers or by any of the factors mentioned above, the relocation of our products to other consumers on terms equally favorable could be impaired, and our business, financial condition and operating results may be materially and adversely affected.
A significant increase in the price of raw materials we use in our operations, or the shortage of such raw materials, could adversely affect our results of operations.
Our production process requires various raw materials, in particular fertilizers, phytosanitary products and seeds, which we acquire from local and international suppliers. We do not have long-term supply contracts for most of these raw materials and therefore are exposed to the risk of cost increases. A significant increase in the cost of these raw materials, especially fertilizer and agrochemicals, a shortage of raw materials or the unavailability of these raw materials in their entirety could reduce our profit margin, our production and/or interrupt the production of some of our products, in all cases adversely affecting our results of operations and our financial condition. In addition, certain of our production costs, including the cost of fertilizers, are linked to the international price of oil and its derivatives. Therefore, if the price of oil increases significantly, our results of operations could be adversely affected.
For example, we rely on fertilizers and agrochemicals, many of which are petrochemical based. In our Farming business, fertilizers and agrochemicals represented approximately 22.8% of our total cost of production (including manufacturing and administrative expenses) for the 2024/2025 harvest-year. In our Sugar, Ethanol and Energy business, fertilizers and agrochemicals represented 19.7% of our cost of production (including manufacturing and administrative expenses) during 2023, 17.7% in 2024 and 18.5% in 2025. Brazil is significantly dependent on imports of fertilizers and certain agrochemicals, increasing our exposure to global supply chain disruptions, geopolitical developments and foreign exchange volatility. Worldwide production of agricultural products has increased significantly in recent years in response to increased demand for agrochemicals and fertilizers. However, shortages in the supply of agrochemicals and fertilizers remain, which has been aggravated by the ongoing war between Russia and Ukraine and the blockade of the Strait of Hormuz by Iran. See “—We may be adversely affected by the ongoing armed conflict between Russia and Ukraine, the conflict between Israel and Hamas, related conflicts in the Middle East, and the ensuing global geopolitical and economic instability”.
Political risks remain present mainly from the conflict between Russia and Ukraine, the conflict between Israel and Hamas, and between Iran, Israel and the United States in the Middle East, escalating political and economic tensions between the United States and China, uncertainty over government instabilities in Europe and other local or regional geopolitical risks. The materialization of these risks may affect global growth and decrease investors’ interest in assets from Brazil and other countries in which we do business, which may materially and adversely our business, financial condition, results of operations and, therefore, adversely affect the market price of our shares, making it more difficult for us to access capital markets and, as a result, to finance our operations in the future.
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We cannot predict the price and future availability of fuel or fertilizers with any degree of certainty, and significant increases in fuel or fertilizer prices, or the decreased supply or unavailability of fertilizers and other raw materials, may adversely affect our business, financial condition and results of operations.
We cannot guarantee that our suppliers will not engage in improper practices, including inappropriate labor or manufacturing practices.
We cannot guarantee that our suppliers’ business operations comply with all applicable laws and regulations relating to working conditions, sustainability, production chain assurance and appropriate safety conditions, or that they will not carry out improper practices relating to such matters to reduce the cost of the products they sell to us. Although we implement supplier due diligence and monitoring procedures, we cannot assure that such measures will be sufficient to prevent or detect all instances of non-compliance. In addition, we may be subject to increasing regulatory requirements and stakeholder expectations relating to supply chain transparency, human rights and environmental practices, which may increase our compliance costs and exposure to liability. In the event that our suppliers engage in such improper business practices, our customers’ perception of our business may be adversely affected, which may adversely affect our business, results of operations and our reputation.
Moreover, considering Brazilian law and judicial precedent, we may be subject to joint or secondary liability, or be involved in litigation concerning our suppliers’ inappropriate labor practices, as labor authorities may argue that we failed to adequately supervise our supply chain. We may also be exposed to risks relating to environmental, health and safety, anti-corruption and human rights violations within our supply chain. This risk is particularly relevant if these suppliers are involved in sensitive labor issues, such as child labor and the direct or indirect use of forced labor or modern slavery. Any such litigation could impact our customers’ perception of our business, and adverse decisions may compel us to disburse material amounts in connection therewith, which may adversely affect our business, results of operations and our reputation.
Under Brazilian law, we may be held subsidiarily or jointly liable for the unfulfilled labor, social security, or environmental obligations of our third-party service providers if courts determine we failed to adequately supervise them. A material risk is the potential inclusion of our operations or those of our supply chain partners in the “Dirty List” (Lista Suja) maintained by the Ministry of Labor and Employment (MTE). Inclusion on this list of suppliers or agricultural partners due to conditions analogous to forced labor could result in the immediate suspension of public and private financing, the acceleration of existing debt obligations of our third-party service providers and significant reputational damage. In addition, our agro-industrial operations are subject to extensive occupational health and safety regulations.
Increased fuel and energy prices and frequent interruptions of energy supply could adversely affect our business.
We require substantial amounts of fuel oil and other resources for our harvest activities and transport of our agricultural products. The availability and cost of these resources are significantly influenced by global crude oil prices, which have recently experienced upward volatility due to geopolitical tensions and shifts in global production quotas, specifically following the escalation of geopolitical tensions in the Middle East involving the United States, Israel, and Iran. Any sustained increase in international oil prices directly impacts our operational structure by increasing the cost of diesel and other petroleum-derived inputs essential for our machinery and logistics. During both the 2024/2025 and 2023/2024 harvest-years, fuel represented 3.4% and 2.4% respectively, of the cost of production (including manufacturing and administrative expenses) of our Farming business. In our Sugar, Ethanol and Energy business, fuel represented 9.2% and 10.0% of our cost of production (including manufacturing and administrative expenses) in 2025 and 2024, respectively.
We rely upon third parties for our supply of energy resources used in our operations. Although we generate a portion of our energy requirements through cogeneration from biomass, we remain exposed to fluctuations in energy prices and supply disruptions. The prices for and availability of energy resources may be subject to change or curtailment, respectively, due to, inter alia, new laws or regulations, the imposition of new taxes or tariffs, interruptions in production by suppliers, the imposition of restrictions on energy supply by government, hydrological conditions affecting hydroelectric generation, and worldwide price levels and market conditions. In addition, our contracts for the purchase and sale of energy in the free market may contain provisions according to which counterparties may also reduce the amounts of contracted energy, within certain limits. We may also be exposed to price volatility in the spot market. Any of these events could affect our revenues if we are unable to sell the reduced volumes at the same price or due to the excess energy that we fail to sell. In addition, in the event of an energy shortage, the government may impose rationing obligations that could affect the volumes established in our contracts, consequently affecting our revenues.
Moreover, over the last few years, the Argentine government has taken certain measures in order to reduce the use of energy during peak months of the year by frequently cutting energy supply to industrial facilities and large consumers to ensure
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adequate supply for residential buildings. For example, certain of our industrial facilities have been subject to a quota system whereby electricity cuts occur on a work-shift basis, resulting in our facilities being shut down during certain work shifts. Brazil has also been subject to electricity rationing measures as a result of droughts in recent years. There can be no assurance that we will be able to procure the required energy inputs at acceptable prices. If energy supply is cut for an extended period of time and we are unable to find replacement sources at comparable prices, or at all, our business and results of operations could be adversely affected.
Local price-setting regulations and inflationary pressures in Argentina could adversely affect our results of operations.
Due to regulatory, economic, and governmental policies, local prices of critical raw materials and inputs may differ substantially from prevailing international and regional market prices. Argentina has faced and continues to face high inflationary pressures. Consequently, we may only be able to increase fertilizer prices to offset general cost increases to the extent that economic and market competition conditions allow. Failure to do so could negatively affect our operations and profitability.
Increases in agricultural export withholdings could indirectly impact our business and results of operations.
The Argentine government has periodically increased export duties for economic policy and tax collection purposes. Currently, export duties apply to the FOB price of grains (e.g., 12% for wheat and corn and 33% for soybeans). Any increase in export duties on cereals could reduce income for our end customers, which may adversely affect our business through lower fertilizer sales volumes or downward pressure on market prices.
Operational disruptions at our ammonia production plant could affect ammonia and urea production volumes.
Failures in static equipment (such as piping and heat exchangers) and electrical or electronic components could result in significant losses in urea production at the Bahía Blanca plant, as occurred in 2019, when production declined by 63%. Future disruptions during annual plant maintenance turnarounds or unexpected failures could materially impact production volumes.
We could be subject to expropriation, nationalization, or similar risks in Argentina
Because we are linked to the energy and agro-industrial sectors, our business and assets in Argentina could be considered of public interest and subject to expropriation or nationalization, or the renegotiation or cancellation of existing contracts. While we would be entitled to compensation at such an event, the price received might not reflect market value or be sufficient to meet our obligations.
Our business may be materially and adversely affected by the emergence of epidemics or pandemics.
Epidemics and pandemics caused by infectious agents can impact the health of our workforce, partners and suppliers, as well as necessitate the redesign of routines, procedures and organization of work in general, and may consequently affect the continuity of various activities and our productivity. In addition, such public health events may affect commodity prices and demand, which, consequently, may negatively impact our results and financial condition.
A worldwide economic downturn could weaken demand for our products or lower prices.
The demand for the products we sell may be affected by international, national and local economic conditions that are beyond our control. Adverse changes in the perceived or actual economic climate, such as higher fuel prices, higher interest rates, stock and real estate market declines and/or volatility, more restrictive credit markets, higher taxes, tariffs or other trade restrictions, and changes in governmental policies could reduce the level of demand or prices of the products we produce. We cannot predict the duration or magnitude of a downturn, or the timing or strength of economic recovery. If a downturn were to continue for an extended period of time or worsen, we could experience a prolonged period of decreased demand and prices. In addition, economic downturns have and may adversely impact our suppliers, which could result in disruptions in goods and services and financial losses. Finally, the deterioration of global economic conditions, particularly in relevant economies such as the United States and China, as a result of the imposition of tariffs or other trade restrictions by such countries, as well as the related countermeasures taken by the impacted countries and the ensuing uncertainty or changes in national or global social, political, economic or regulatory conditions, the war in Ukraine, the conflict between Israel and Hamas, related conflicts in the Middle East, supply chain challenges and other events may ultimately decrease the customer demand for our products and have a material adverse effect on our financial condition and results of operations. See “—Our business may be materially and adversely affected by changes in international trade and economic and other conditions in key export markets for our products,
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including the imposition of tariffs, the modification of trade agreements between countries or other international trade restrictions.”
In addition, we expect that a limited number of financial institutions will hold all or most of our cash, including some institutions located in the United States. Depending on our cash balance in any of our accounts at any given point in time, our balances may not be covered by government-backed deposit insurance programs in the event of default or failure of any bank with which we maintain a commercial relationship. While the U.S. Federal Deposit Insurance Corporation provides deposit insurance of $250,000 per depositor, per insured bank, the amounts that we have in deposits in U.S. banks far exceeds that insurance amount. Therefore, if the U.S. government does not impose measures to protect depositors in the event a bank in which our funds are held fails, we may lose all or a substantial portion of our deposits. The occurrence of any default or failure of any of the banks in which we have deposits could have a material adverse effect on our business, financial condition, results of operations and cash flows.
Our business is seasonal and our results may fluctuate significantly depending on the growing cycle of our crops.
As with any agricultural business enterprise, our business operations are predominantly seasonal in nature. The harvest of corn, soybean and rice generally occurs from January to May. Wheat is harvested from December to January. Our operations and sales are affected by the growing cycle of our crops processing times and the timing of our harvest sales.
In addition, each of our Sugar, Ethanol and Energy business is subject to seasonal trends based on the sugarcane growing cycle in the center-south region of Brazil. The annual sugarcane harvesting period in the center-south region of Brazil begins in March/April and ends in November/December. This creates price fluctuations which result in fluctuations in our sugar and ethanol inventories, usually peaking in December to take advantage of higher prices during the traditional off-season (i.e., January through April), and a degree of seasonality in our gross profit. Seasonality could have a material adverse effect on our business and financial performance. In addition, our quarterly results may vary as a result of the effects of fluctuations in commodities prices, production yields and costs. Therefore, our results of operations have varied significantly from period to period and are likely to continue to vary, due to seasonal factors.
We face significant competition across our business segments, which could adversely affect our financial performance.
In our Farming business, we face significant competition from other producers in the domestic markets and from foreign producers in our export markets. The commodities market is highly fragmented. Small producers can also be important competitors, some of which operate in the informal economy and are able to offer lower prices by meeting lower quality standards. Competition from other producers is a barrier to expanding our sales in domestic and foreign markets. With respect to exports, we compete with other large, vertically integrated producers that have the ability to produce quality products at low cost, as well as with foreign producers.
The Brazilian markets, in particular, are highly price-competitive and sensitive to product substitution. Customers may seek to diversify their sources of supply by purchasing a portion of the products they need from producers in other countries, as some of our customers in key export markets have begun to do. We expect that we will continue to face strong competition in all of our markets and anticipate that existing or new competitors may broaden their product lines and extend their geographic scope. Any failure by us to respond to product, pricing and other moves by competitors may negatively affect our results of operations and financial condition.
In our Sugar, Ethanol and Energy segment, ethanol competes in the biofuel market with other, established fuels such as biodiesel, as well as fuels that are still in the development phase, including methanol and butanol from biomass. Alternative fuels could become more successful than ethanol in the biofuels market over the medium or long term due to, lower production costs, greater environmental benefits or other more favorable product characteristics, among other factors. In addition, alternative fuels may also benefit from tax incentives or other more favorable governmental policies than those that apply to ethanol. Furthermore, our success depends on early identification of new developments relating to products and production methods and continuous improvement of existing expertise in order to ensure that our product range keeps pace with technological change. Competitors may gain an advantage over us by developing or using new products and production methods, introducing new products to the market sooner than we do, or securing exclusive rights to new technologies, thereby significantly harming our competitive position.
Our current insurance coverage may not be sufficient to cover our potential losses.
Our production is, in general, subject to different risks and hazards, including adverse weather conditions, fires, diseases and pest infestations, other natural phenomena, industrial accidents, labor disputes, changes in the legal and regulatory
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framework applicable to us, environmental contingencies and other natural or artificial phenomena. Our insurance currently covers only part of the losses we may incur and does not cover losses on crops due to hailstorms, fires or similar risks. Furthermore, certain types of risks may not be covered by the policies we have for our industrial facilities. Additionally, we cannot guarantee that the indemnification paid by the insurer due to the occurrence of a casualty covered by our policies will be sufficient to entirely compensate us for our loss or damages suffered. Moreover, we may not be able to maintain or obtain insurance of the type and amount desired at reasonable costs.
If we were to incur significant liability for which we were not fully insured, such liability could have a material adverse effect on our business, financial condition and results of operations. We may further incur additional expenses to mitigate the loss, such as shifting production to another facility. These costs may not be fully covered by our insurance.
Cybersecurity incidents, including attacks on the infrastructure necessary to maintain our IT systems, may adversely affect us.
We are subject to a broad range of cyber threats, with varying levels of sophistication. These cyber threats are related to the confidentiality, availability and integrity of our systems and data, including our customers’ confidential, classified or personal data, including data processed or stored by third-party service providers and cloud-based systems, and subject to applicable data protection and privacy laws, among others.
We continuously monitor and develop our information technology networks and infrastructure. We also conduct tests to prevent, detect, address and mitigate the risk of unauthorized access, misuse, computer viruses and other events that could have a material impact on us. However, we cannot assure you that these measures will be effective in protecting us against future cyberattacks and other related breaches of our information technology systems, including risks arising from human error or social engineering attacks.
Our risk and exposure to these matters cannot be fully mitigated because of, among other things, the evolving nature of these threats. As attempts to attack continue to evolve in scope and sophistication, we will likely be required to incur significant costs and dedicate additional resources to modify or improve our protection measures against such attacks, to investigate or remediate any vulnerability or consequent violations, or to communicate cyber-attacks.
We may be unable to protect our information systems and technology platforms from the aforementioned risks and any cyber-attacks may result in operational disruptions, business interruption, significant losses of intellectual property, trade secrets, customer data and other confidential information, in addition to significant net assets, including cash, which may materially adversely affect us as it could damage our reputation or result in lawsuits, regulatory fines, sanctions, regulatory intervention and others.
Governmental policies reducing the amount of ethanol required to be added to gasoline, or eliminating tax incentives for flex-fuel vehicles, may adversely affect our business.
Governmental authorities of several countries, including Brazil and the United States, currently require the use of a certain percentage of anhydrous ethanol in gasoline. The percentage of anhydrous ethanol required to be blended with gasoline in Brazil is established by the National Energy Policy Council (Conselho Nacional de Política Energética, or “CNPE”). The mandatory blend of anhydrous ethanol in gasoline in Brazil is currently set at 30% (E30), as established by CNPE Resolution No. 9/2025, effective August 1, 2025, within the range of 22% to 35% authorized by Law No. 14,993/2024..
Higher mandatory blending percentages are generally positive for demand and pricing of anhydrous ethanol, which benefits our Sugar, Ethanol and Energy segment. However, the blending mandate is subject to governmental discretion and may be reduced at any time within the authorized range if, for example, domestic ethanol supply falls short of demand, gasoline prices decline sharply relative to ethanol, or other policy considerations arise. Any reduction in the mandatory blending percentage would reduce structural demand for anhydrous ethanol and could adversely affect the revenue and profitability of our Sugar, Ethanol and Energy segment. The law's implementing regulations are still being finalized, and there can be no assurance that these regulations will not impose additional costs, certification requirements, or supply obligations on our operations. Any failure to comply with the requirements of Law No. 14,993/2024 and its implementing regulations could result in administrative sanctions, fines, or restrictions on our ability to sell biofuels to regulated markets
Other countries have similar governmental policies that require various blends of anhydrous ethanol and gasoline with minimum ethanol percentages such as the United States, Peru and Thailand (10%), Canada (5%), Paraguay (30%) and Argentina (12%). In March 2021, the British government announced that by September 2021 it would require an increase from
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5% to 10% in biofuel additives to petroleum products, and E10 became the standard grade of petrol in the United Kingdom in September 2021. Moreover, India has established a target of achieving 20% ethanol blending with petroleum by 2025. Any reductions in the percentage of ethanol to be added to gasoline or changes in Brazilian government policies related to the taxation and use of ethanol, as well as growth in the demand for other alternative fuels to ethanol, such as natural gas, may adversely affect our business, financial condition and results of operations.
Additionally, our Sugar, Ethanol and Energy segment is subject to the Brazilian National Biofuels Policy (RenovaBio), established by Law No. 13,576/2017 and regulated by the National Agency of Petroleum, Natural Gas and Biofuels (Agência Nacional do Petróleo, Gás Natural e Biocombustíveis, or “ANP”). Under RenovaBio, fuel distributors are required to meet annual decarbonization targets by acquiring Decarbonization Credits (Créditos de Descarbonização, or “CBIOs”), which are issued exclusively by ANP-certified biofuel producers, including sugarcane ethanol producers such as us.
Our ability to issue CBIOs depends on maintaining valid ANP production efficiency certification for each of our mills, issued pursuant to ANP Resolution No. 984/2025 (as amended from time to time). This certification requires independent technical audits, ongoing compliance with efficiency thresholds, and timely renewal. Any failure to obtain, maintain or renew such certification, whether due to operational issues, audit findings, technical deficiencies or regulatory changes, would prevent us from issuing CBIOs, and would directly reduce a revenue stream that has become an increasingly important component of our Sugar, Ethanol and Energy segment results.
The market price of CBIOs is inherently volatile, as it is determined by supply and demand dynamics on the B3 exchange where they are traded. Price fluctuations depend on, among other factors, the stringency of annual decarbonization targets set by the Brazilian National Energy Policy Council (Conselho Nacional de Política Energética, or “CNPE”), the volume of CBIOs issued by producers across the sector, and the compliance behavior of fuel distributors. A material decline in CBIO prices would reduce the contribution of this program to our results of operations.
Furthermore, Decree No. 12,437/2025 (amending Decree No. 9,888/2019) introduced updates to RenovaBio’s regulatory framework, and future modifications to the program’s targets, certification requirements, or enforcement mechanisms could impose additional costs or constraints on our operations. There can be no assurance that RenovaBio will continue to support CBIO prices at levels that justify our investment in certification and compliance, or that legislative or regulatory changes will not adversely affect our ability to participate in the program.
In addition, flex-fuel and ethanol-powered vehicles in Brazil are entitled to a tax benefit in the form of a lower tax rate on manufactured products (imposto sobre produtos industrializados) and, therefore, are currently taxed at lower levels than gasoline-only vehicles. This incentive contributed to the increase in production and sale of flex-fuel vehicles, and there are many similar policies and incentives that aim to mitigate the effects of climate change which directly or indirectly promote the use of ethanol. If climate change policies were to change, the legal framework and incentive structure promoting the use of ethanol may also change, leading to a reduction in the demand for ethanol.
Growth in the sale and distribution of ethanol depends in part on infrastructure improvements, which may not occur on a timely basis, if at all.
In contrast to the well-established logistical operations and infrastructure supporting sugar exports, ethanol exports inherently demand much more complex preparation and means of distribution, including outlets from our facilities to ports and shipping to other countries. Substantial infrastructure development by persons and entities outside our control is required for our operations, and the ethanol industry generally, to grow. Areas requiring expansion include, but are not limited to, additional railroad capacity, additional storage facilities for ethanol, increases in truck fleets capable of transporting ethanol within localized markets, expansion of refining and blending facilities to handle ethanol, growth in service stations equipped to handle ethanol fuels, and growth in the fleet of flex-fuel vehicles. Improvements in our ethanol exports, to consumer markets abroad would require an increase in the number and capacity of ethanol-blending industrial plants, the distribution channels of gasoline-ethanol blends and the chains of distribution stations capable of handling fuel ethanol as an additive to gasoline.
Substantial investments required for these infrastructure changes and expansions may not be made or they may not be made on a timely basis. Any delay or failure in making the changes in or expansion of infrastructure may hurt the demand for or prices of our products, prevent our products’ delivery, impose additional costs on us or otherwise have a significant adverse effect on our business, operating results or financial status. Our business relies on the continuing availability of infrastructure for ethanol production, storage and distribution, and any infrastructure disruptions may have a material adverse effect on our business, financial condition and operating results.
A substantial portion of our assets is farmland that is highly illiquid.
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Ownership of a significant portion of the land we operate is a key part of our business model. However, agricultural real estate is generally an illiquid asset, which may limit our ability to dispose of such assets at favorable valuations or at all, and within the timeframe we anticipate. Moreover, the adoption of laws and regulations that impose limitations on ownership of rural land by foreigners in the jurisdictions in which we operate may also limit the liquidity of our farmland holdings. See “—Risks Related to the Countries in Which We Operate—Laws on the foreign ownership of rural properties may adversely affect our results of operations and future investments in rural properties.” As a result, it is unlikely that we will be able to promptly adjust our agricultural real estate portfolio in response to changes in economic, business or regulatory conditions, including due to the limited number of potential buyers and the localized nature of farmland markets. A lack of liquidity in local market conditions may adversely affect our ability to complete dispositions, to receive proceeds generated from any such sales, or to repatriate any such proceeds, and may result in impairments or reductions in the carrying value of our assets.
We have entered into agriculture partnership agreements in respect of a significant portion of our sugarcane plantations.
As of December 31, 2024, approximately 93.9% of our sugarcane plantations were leased through agriculture partnership agreements, for periods of an average of six to 12 years, which creates a high degree of dependence on third-party land arrangements. We cannot guarantee that these agriculture partnerships will be renewed after their respective terms end, or whether such renewals will be on terms and conditions satisfactory to us, including increases in lease or partnership costs upon renewal. Any failure to renew the agriculture partnerships or obtain land suitable for sugarcane planting in sufficient quantity and at reasonable prices to develop our activities could adversely affect our results of operations, increase our costs or force us to seek alternative properties, which may impact our ability to maintain production levels and supply our mills, and may involve competition for agricultural land from other crops or uses, including potential disputes with landowners, which may not be available or be available only at higher prices.
Our performance depends on favorable working relationships with our employees and compliance with labor laws. Any strain on these relationships or increased labor costs could adversely affect our business.
Approximately 89.5% of our employees are represented by unions or equivalent bodies and are covered by collective bargaining or similar agreements which are subject to periodic renegotiation. We may not successfully conclude our labor negotiations on satisfactory terms, which may result in a significant increase in the cost of labor or work stoppages or labor disturbances that disrupt our operations. Cost increases, work stoppages or disturbances that result in substantial amounts of raw product not being processed could have a material adverse effect on our business, results of operations and financial condition.
Furthermore, all benefits and obligations provided under collective bargaining or similar agreements are binding upon all parties, and have legal and practical effects on employment agreements.
If we do not observe legally and conventionally binding provisions, we may be susceptible to labor disputes filed by employees, class actions filed by labor prosecutors, and inspections by labor protection agencies, resulting in the payment of legal and/or administrative sanctions.
Further, the Argentine Remote Employment Law (Ley de teletrabajo) (the “Remote Employment Law”), and its related regulation, entered into force in April 2021 and governs labor contracts in which employees work remotely on a regular basis, except for those who work in clients' offices. The law regulates several aspects applicable to working remotely, such as the right to digital disconnection, the right to a working schedule that is compatible with caretaking tasks, the right to return to work in person on the employer’s premises, the reimbursement of expenses, the provision of work tools, and transnational services, among others. The Remote Employment Law’s most significant impacts include the need to provide employees with working tools and to compensate them for expenses arising from remote work. While many companies have already defined and adopted measures to implement this law, many others are still in the planning stage, or have chosen to implement a mixed on-site and remote work schedule (in which case the Remote Employment Law applies proportionally).
We may not possess all permits and licenses required to operate our business, or we may fail to renew or maintain the licenses and permits we currently hold which could subject us to fines and other penalties.
We are required to hold a variety of permits and licenses to conduct our farming and industrial operations, including but not limited to permits and licenses concerning land development, agricultural and harvesting activities, seed production, industrial plants, labor standards, occupational health and safety, land use, water use and other matters. We may not possess all of the permits and licenses required for each of our business segments. In addition, the approvals, permits or licenses or renewals thereof required by governmental agencies may change without substantial advance notice, and we could fail to obtain
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the approvals, permits or licenses required to expand our business. If we fail to obtain or to maintain such permits or licenses, or if renewals are granted with onerous conditions, we could be subject to fines and other penalties, including partial or full suspension of our operations and be limited in the number or the quality of the products that we could offer. As a result, our business, results of operations and financial condition could be adversely affected.
Our business is subject to significant governmental regulation, which may adversely affect our results of operations and financial condition.
Our activities are subject to a broad set of laws and regulations relating to the protection of the environment. Such laws include compulsory maintenance of certain preserved areas within our properties, management of phytosanitary products and associated hazardous waste and the acquisition and renewals of permits for water use and effluents disposal. In addition, the storage and processing of our products may create hazardous conditions. We could be exposed to civil, criminal and administrative penalties in addition to the obligation to remedy the adverse effects of our operations on the environment and to indemnify third parties for damages.
Under the Brazilian Forest Code, our rural properties must comply with mandatory environmental obligations, including the maintenance of Permanent Preservation Areas (APPs) and Legal Reserves (RLs). Non-compliance with these mandates exposes us to severe consequences, including operational embargoes, mandatory environmental restoration, criminal liability, and administrative fines of up to R$50,000,000 per hectare. Because environmental liability in Brazil is objective and joint, we may also be held liable for violations committed by third-party contractors, and courts may pierce the corporate veil to enforce remediation. Consequently, strict adherence to these rules and ongoing administrative requirements—such as maintaining valid Rural Environmental Registry (CAR) enrollments and Environmental Restoration Commitments (TCRA)—represents a significant financial obligation, and any deficiencies could result in material penalties and reputational damage.
In addition, pursuant to Brazilian environmental legislation, corporate entities can be disregarded (such that the owners of the company will be liable for their debts) if necessary to guarantee the payment of costs related to the recovery of environmental damages whenever the legal entity is deemed by a court to be an obstacle to reimbursement of damages caused to the quality of the environment. Moreover, the relevant public authority may prevent us from using the property as long as environmental damages persist, which can directly affect the rent revenue stream of the agriculture partnership agreements. Because of the possibility of unanticipated regulatory measures or other developments, particularly as environmental laws become more stringent, the amount and timing of future expenditures required to maintain compliance could increase from current levels and could adversely affect the availability of funds for capital expenditures and other purposes. Compliance with existing or new environmental laws and regulations, as well as obligations in agreements with public entities, could result in increased costs and expenses.
Nonetheless, our Sugar, Ethanol and Energy segment includes the generation and sale of electric energy from sugarcane bagasse cogeneration, a regulated activity subject to oversight by the Brazilian Electricity Regulatory Agency (Agência Nacional de Energia Elétrica, or “ANEEL”). Our cogeneration operations are subject to ANEEL authorization requirements, periodic technical and regulatory reviews, reporting obligations, and compliance with the technical standards established by ANEEL and the National Electric System Operator (Operador Nacional do Sistema Elétrico, or “ONS”).
The Brazilian electric energy sector has also been subject to significant legislative and regulatory changes in recent years. Law No. 14,300/2022 established a new regulatory framework for micro and mini distributed generation, which may affect market dynamics for small-scale energy producers. In addition, changes in the rules applicable to “Auto-Producer by Assimilation” (Autoprodutor por Equiparação, or “APE”) status could affect the fiscal incentives applicable to certain of our energy generation activities. There can be no assurance that future regulatory changes in the Brazilian electricity sector will not impose additional compliance costs, reduce our revenue from energy sales, or otherwise adversely affect our business and results of operations.
Our Brazilian ethanol operations are dependent on the validity and maintenance of the relevant ANP authorizations. Any failure to maintain compliance with ANP requirements, or any adverse regulatory action resulting in the suspension, cancellation or non-renewal of our production authorizations, would prevent us from producing or selling ethanol at the affected facilities and could have a material adverse effect on our business, results of operations, and financial condition. In addition, changes in ANP regulatory requirements, interpretations or enforcement practices could impose additional compliance costs or operational restrictions on our existing mills.
Environmental laws and their enforcement are becoming more stringent in Argentina and Brazil, increasing the risk of and penalties associated with violations, which could impair or suspend our operations or projects and expose us to potentially adverse environmental legislation and regulation. Failure to comply with past, present or future laws could result in the
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imposition of fines, third-party claims, and investigation by environmental and police authorities and the relevant public attorney office. For example, the perceived effects of climate change may result in additional legal and regulatory requirements to reduce or mitigate the effects of our industrial facilities’ emissions. Such requirements, if enacted, could increase our capital expenditures and expenses for environmental compliance in the future, which may have a material and adverse effect on our business, results of operations and financial condition. Moreover, the denial of any permit that we have requested, or the revocation of any of the permits that we have already obtained, may have an adverse effect on our results of operations.
Climate change may impose increased costs on our operations.
Climate change imposes challenges and opportunities for our business. More stringent environmental regulations could result in the imposition of costs associated with greenhouse gas emissions (as a result of measures such as carbon taxation or the creation of market limitations on greenhouse gas emissions), which have the potential to increase our operating costs and reduce our production.
The risks associated with climate change can also include difficulties in accessing capital due to reputational problems with investors, changes in consumer profiles, reduced consumption of fossil fuels and energy transitions in the global economy toward a more low-carbon matrix, with the inclusion of substitute products for fossil fuels and the increased use of electricity for urban mobility. These factors may have a negative impact on the demand for our products and services and may burden or even render the implementation and operation of our projects unfeasible, thereby adversely impacting our results and financial condition and limiting some of our opportunities for growth.
Furthermore, the potential physical impacts of climate change are uncertain and may vary by region, which includes changes in rainfall patterns, water shortages, changing sea levels and changing temperature levels that could adversely impact our business operations, the location, costs and competitiveness of global agricultural production and related storage and processing facilities. Yields may also be affected by plagues, diseases or weed infections and related operational problems. See “Item 5. Operating and Financial Review and Prospects—A. Operating Results—Trends and Factors Affecting Our Results of Operations—Effects of Yield Fluctuations.”
Countries may adopt regulations specifically affecting the agricultural sector and related industries or take other measures impacting the research, experiment, production, processing, marketing, import and export of our products.
Due to the growing participation in the worldwide agricultural commodities markets by commodities produced in South America, South American producers, including us, are increasingly affected by the measures taken by importing countries in order to protect their local producers and consumers, such as regulations and policies related to chemical content of products, genetically modified organisms, or “GMOs,” traceability standards, sustainable practices, product safety and labeling, renewable fuels, low carbon fuel mandates, and technology related to energy production and/or emissions reductions. For example, measures such as the limitation on imports adopted in a particular country or region may affect the sector’s export volume significantly and, consequently, our operating results. See “—Our business may be materially and adversely affected by changes in international trade and economic and other conditions in key export markets for our products, including the imposition of tariffs, the modification of trade agreements between countries or other international trade restrictions.” These policies can influence the planting of certain crops; the location and size of crop production; whether unprocessed or processed commodity products are traded; the volume and types of imports and exports; the availability and competitiveness of feedstocks as raw materials; the viability and volume of production of certain of the Company’s products; and industry profitability.
Our soybean, corn and cotton products contain GMOs in varying proportions depending on the year and the country of production. The use of GMOs in food has been met with varying degrees of acceptance in the markets in which we operate. In certain countries, adverse publicity about genetically modified food has led to governmental regulation that limits sales of GMO products in some of the markets in which our customers sell our products, including the European Union.These current or future laws, regulations and permitting requirements may impair our research, development or production efforts. It is possible that new restrictions on GMO products will be imposed in major markets for some of our products or that our customers will decide to purchase fewer GMO products or not buy GMO products at all, which could have a material adverse effect on our business, results of operations, financial condition or prospects.
In 2018, a Brazilian trial court ruled that new products containing “glyphosate” – a herbicide widely used in soybeans and others crops – were prohibited from being registered in Brazil, and existing registrations would be suspended until the government re-evaluates their toxicity. This decision also suspended the registration of others chemicals, such as the insecticide abamectin and the fungicide thiram. According to the Brazilian Agriculture Minister, this decision would be a disaster for the agricultural industry and, for this reason, the decision was subject to multiple appeals. On September 3, 2018, a court of appeals
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reversed the trial court’s decision. Currently, the use of glyphosate is permitted. However, we are unable to predict or guarantee that it will continue to be allowed.
Glyphosate, one of the most widely used herbicides in Brazil and a key input for our soybean, corn, and sugarcane operations, has been the subject of ongoing regulatory scrutiny by Brazilian and international authorities. In Brazil, the regulatory framework governing the registration, use, and marketing of agricultural pesticides was substantially updated by Law No. 14,785/2023 (the new Pesticides Framework Law, or “Lei dos Agrotóxicos”), which replaced the prior regime established by Law No. 7,802/1989. The new law streamlines pesticide registration processes among the three competent federal agencies — ANVISA (toxicological risk assessment), IBAMA (environmental risk assessment), and the Ministry of Agriculture, Livestock, and Food Supply (MAPA, which issues the final registration) — and introduces new criteria for comparative risk assessment, mutual recognition of registrations by reference, and the creation of a list of substances of special concern.
With respect to glyphosate specifically, ANVISA completed a toxicological re-evaluation in 2019 and maintained the registration of glyphosate-based products in Brazil, subject to certain label and use restrictions (including the requirement to use personal protective equipment and restrictions on aerial application in certain contexts). However, this re-evaluation did not definitively resolve the regulatory debate over glyphosate's safety profile. The International Agency for Research on Cancer (IARC), a body of the World Health Organization, classifies glyphosate as 'probably carcinogenic to humans' (Group 2A), a classification that has been used as the basis for regulatory actions in several jurisdictions, including restrictions and phase-out schedules in the European Union. While the EU authorization for glyphosate was renewed in 2023 for a further ten-year period, this decision remains politically and scientifically contested.
Any future regulatory action in Brazil — whether by ANVISA in the context of a new re-evaluation, by IBAMA, or through legislative action under the new Law No. 14,785/2023 framework — that restricts or prohibits the use of glyphosate would significantly affect our crop protection strategy and increase our input costs. Although substitute herbicide products exist in the Brazilian market (unlike as suggested by earlier filings), they typically carry higher per-hectare costs and may have lower efficacy for certain weed management applications, which could reduce our crop yields and increase our cost of production. We cannot guarantee that glyphosate will continue to be registered and approved for use in the jurisdictions in which we operate.
The prohibition of the use of glyphosate to control weed infestation could compromise no-till farming, which is important for productivity and sustainability, and lead to increased use of other products for pest control. Currently, there is no alternative in Brazil to replace glyphosate. Similar products have a high cost and are not readily available to meet the demand for glyphosate. As a result, our production costs could increase, and our productivity could be significantly impacted, which could result in lower production margins and negatively affect our financial condition and results of operations.
Furthermore, our agro-industrial operations generate significant volumes of industrial waste, including vinasse (vinhoto) and filter cake (torta de filtro) from ethanol distillation and sugar processing, bagasse ash from cogeneration boilers, agrochemical packaging and residues, and other by-products. The management, storage, transportation, and final destination of these materials are regulated by the Brazilian National Solid Waste Policy (Política Nacional de Resíduos Sólidos, or 'PNRS'), enacted by Law No. 12,305/2010.
The PNRS requires that companies that generate industrial solid waste maintain a Solid Waste Management Plan (Plano de Gerenciamento de Resíduos Sólidos, or “PGRS”) and comply with specific requirements for segregation, storage, transportation by licensed carriers, and disposal at authorized facilities. Non-compliance with PNRS obligations constitutes an infraction of “relevant environmental interest” pursuant to Article 52 of the PNRS, subject to penalties under the Environmental Crimes Act (Law No. 9,605/1998). Additionally, incorrect disposal of industrial waste — including the unauthorized application of vinasse or filter cake at doses or locations inconsistent with agronomic recommendations — may expose us to administrative, civil, and criminal environmental liability. There can be no assurance that our waste management practices will satisfy regulatory requirements in all circumstances or that changes in applicable regulations will not impose additional costs or operational restrictions on our waste management activities.
Additionally, in the past, governments and other authorities have established certain restrictions on the freedom of movement and business operations, including travel bans, supply chain disruptions and border closures. Other measures such as the restriction on imports or business closures of ports, airports or any locations of entry, or border closings may have a material adverse impact on our operations and financial results, and we cannot predict future pandemic outbreaks.
We may face restrictions and penalties under consumer protection laws.
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Brazil has a series of strict consumer protection statutes, collectively known as the Consumer Protection Code (Código de Defesa do Consumidor), which are intended to safeguard consumer interests and apply to all companies in Brazil that supply products or services to Brazilian consumers. The Consumer Protection Code may apply to business customers if they are considered the “end user” of the products provided. Even though the rules apply to protect consumers, Courts may exceptionally apply them to instances where a company acquiring our products as input to its supply chain is in a technically, legally and/or financially vulnerable position towards us. In addition, the Consumer Protection Code provides that certain types of contractual clauses shall be held null and void by operation of law, including but not limited to when they: (i) reduce or limit a company’s liability towards consumers; (ii) entail a waiver or disposal of rights; (iii) transfer liability to third parties; (iv) establish obligations considered inequitable or abusive that place the consumer at an unreasonable disadvantage; or (v) are incompatible with good faith or equitable practices.
In Brazil, penalties are often levied by the Brazilian Consumer Protection Agencies (Fundação de Proteção e Defesa do Consumidor), or “PROCONs” and prosecutors, which oversee consumer issues on a district-by-district basis. Companies that operate across Brazil may face penalties from multiple PROCONs, as well as the National Secretariat for Consumers (Secretaria Nacional do Consumidor). Companies may settle claims made by consumers via PROCONs and the courts by directly indemnifying consumers and through a mechanism that allows them to adjust their conduct, called a conduct adjustment agreement (Termo de Ajustamento de Conduta), or “TAC.” The Brazilian Public Prosecution Office (Ministério Público) may also commence investigations related to consumer rights violations, and this TAC mechanism is also available for them. Companies that violate TACs face potential automatic fines. Brazilian prosecutors may also file class actions against companies that violate consumer rights, seeking strict compliance with consumer protection law provisions and indemnification for the damages consumers may have suffered.
For instance, we may be subject to product liability claims, product recalls and restrictions on exports for contaminated products. The sale of food products for human consumption involves the risk of injury to consumers. These injuries may result from tampering by third parties, bioterrorism, product contamination or spoilage, including the presence of bacteria, pathogens, foreign objects, substances, chemicals, other agents, or residues introduced during the growing, storage, handling or transportation phases. We cannot be sure that consumption of our products will not cause a health-related illness in the future or that we will not be subject to claims or lawsuits relating to such matters. The negative publicity surrounding any assertion that our products caused illness or injury could adversely affect our reputation with existing and potential customers and our corporate and brand image, and we could also incur significant legal expenses and be subject to criminal charges. Moreover, claims or liabilities of this nature might not be covered by any rights of indemnity or contribution that we may have against others, which could have a material adverse effect on our business, results of operations or financial condition.
Our Sugar, Ethanol and Energy segment produces raw and refined sugar products that are subject to Brazilian food safety legislation, including the Brazilian Food Code (Decreto-Lei No. 986/1969), regulations issued by the National Health Surveillance Agency (Agência Nacional de Vigilância Sanitária, or 'ANVISA'), and requirements established by State and Municipal Health Surveillance Authorities (Vigilâncias Sanitárias, or 'VISAs'). Our production facilities are subject to periodic sanitary inspections, and we are required to maintain valid operating licenses (Alvarás Sanitários) from the competent VISAs, as well as to comply with ANVISA's product registration, labeling, composition, and quality standards applicable to food products.
In the event of non-compliance with applicable food safety requirements, we may be subject to sanctions under Law No. 6,437/1977, including: (i) written warnings; (ii) fines ranging from R$2,000 to R$1,500,000; (iii) seizure or apprehension of non-compliant products; (iv) suspension of sales or product manufacturing; (v) cancellation of product registrations; and (vi) interdiction of facilities. In addition, food safety incidents — such as contamination events, quality control failures, or non-compliant labeling — could result in product recalls, reputational damage, adverse media coverage, and civil liability to affected customers or consumers, which could have a material adverse effect on our business, financial condition, and results of operations.
IFRS requires us to measure our biological assets at fair value and therefore limit the comparability of our financial statements to similar issuers applying US GAAP.
IAS 41 “Biological Assets” requires that we measure our biological assets and agriculture produce at the point of harvest at fair value less costs to sell, which may introduce significant volatility in our earnings and result in non-cash gains or losses. Therefore, we are required to make assumptions and estimates relating to, among others, future agricultural commodity yields, prices, and production costs extrapolated through a discounted cash flow method. For example, the value of our biological assets generated initial recognition and changes in fair value of biological assets amounting to gains of $95.6 million, $143.1 million and $87.9 million in 2025, 2024 and 2023, respectively. The assumptions and estimates used to determine the fair value of biological assets, and any changes to such prior estimates, directly affect our reported results of operations. Under
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US GAAP, biological assets are measured at historical cost. As a result, our financial statements and reported earnings are not directly comparable to those of similar companies applying US GAAP.
Our indebtedness could impair our financial condition and impair our ability to receive or pay out dividends.
As of December 31, 2025, we had $1,120 million of net debt outstanding on a consolidated basis, including our $500.0 million Senior Notes due 2032. Certain of our subsidiaries in Argentina and Brazil have a substantial amount of debt, which requires significant principal and interest payments. Such indebtedness could affect our subsidiaries’ future operations, for example, by requiring a substantial portion of their cash flows from operations to be dedicated to the payment of principal and interest on indebtedness instead of funding working capital and capital improvements and other investments. The amount of debt incurred by us and our subsidiaries also imposes significant debt obligations, increasing our cost of borrowing to satisfy business needs and limiting our ability to obtain additional financing.
The substantial level of indebtedness borne by certain of our subsidiaries also affects the amount of cash available to them to pay as dividends, increasing our vulnerability to economic downturns or other adverse developments relative to competitors with less leverage, and limiting our ability to obtain additional financing for working capital, capital expenditures, acquisitions or other corporate purposes in the future. Moreover, our indebtedness places limits on our ability to make acquisitions or needed capital expenditures or to pay dividends to our shareholders.
The terms of our indebtedness and that of certain of our subsidiaries impose significant restrictions on our operating and financial flexibility.
The terms of our Senior Notes due 2032 and the debt instruments of some of our subsidiaries contain customary covenants including limitations on our ability to, among others, incur or guarantee additional indebtedness; make restricted payments, including dividends and prepaying indebtedness; create or permit liens; enter into business combinations and asset sale transactions; make investments, including capital expenditures; and enter into new businesses. Some of these debt instruments are also secured by various collateral including mortgages on farms, pledges of subsidiary stock and liens on certain facilities, equipment and accounts. Some of these debt instruments also contain cross-default provisions, where a default on one loan by one subsidiary could result in lenders of otherwise performing loans declaring a default, potentially triggering multiple defaults and the acceleration of our indebtedness. These restrictions could limit our ability to obtain future financing, withstand a future downturn in business or the economy in general, conduct operations or otherwise take advantage of business opportunities that may arise, and limit our strategic and operational flexibility. Moreover, by reducing the level of dividends we may receive, the terms of our subsidiaries’ indebtedness place limits on our ability to make acquisitions or needed capital expenditures or to pay dividends to our shareholders.
The financial ratio covenants we are currently required to meet, some of which are measured on a combined basis aggregating results of the borrowing subsidiaries and others which are measured on an individual debtor basis, include, among others, debt service coverage, minimum liquidity and leverage ratios.
The failure to maintain applicable financial ratios, in certain circumstances, would prevent us from borrowing additional amounts and could result in a default under such indebtedness, which could materially reduce our liquidity and access to financing. If we or our subsidiaries are unable to repay those amounts, the affected lenders could initiate bankruptcy-related proceedings or enforce their rights to the collateral securing such indebtedness, which would have a material and adverse effect on our business, results of operations and financial condition.
Fluctuations in interest rates could have a significant impact on our results of operations, indebtedness and cash flow.
As of December 31, 2025, US$1,359.5 million of our total debt on a consolidated basis was subject to fixed interest rates, and US$233.5 million was subject to variable interest rates. As of December 31, 2025, borrowings incurred by our subsidiaries in Brazil are repayable at various dates between February 2026 and November 2040 and bear either fixed interest rates ranging from 3.10% to 12.65% per annum or variable rates based on Brazilian Long-Term Interest Rate (Taxa de Juros de Longo Prazo), the Brazilian Broad Consumer Prices Index (Índice de Preços ao Consumidor Amplo), and the Brazilian interbank rate (taxa do certificado de depósito bancário), or base-rates plus spreads ranging from 8.2% to 11.3% per annum. Borrowings incurred by our subsidiaries in Argentina are repayable at various dates between January 2026 and April 2027 and bear either fixed interest rate for those borrowings denominated in U.S. dollar.
During the second half of 2025 and early 2026, interest rate volatility in Argentina remained high as the Argentine Central Bank (“BCRA”) adjusted monetary policy to align with new inflation targets. Significant interest rate increases can have an adverse effect on our profitability, liquidity and financial position. If interest rates increase, whether because of an
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increase in market interest rates or an increase in our own cost of borrowing, our debt service obligations for our variable rate indebtedness would increase, and our net income could be adversely affected. Specifically, as of the first quarter of 2026, any shift in the BCRA’s benchmark rate (pases) could materially impact the cost of our local Peso-denominated working capital lines. We may be unable to adequately adjust our prices to offset any increased financing costs, which would have an adverse effect on our results of operations.
In addition, changes in the fair value of the derivative instruments can result in a non-cash charge or gain being recognized in our financial results for a period preceding the period or periods in which settlement occurs under the derivative instruments and interest payments are made. Changes or shifts in interest rates can significantly impact the valuation of our derivatives and therefore could expose us to substantial mark-to-market losses or gains if interest rates fluctuate materially from the time when the derivatives were entered into. Accordingly, fluctuations in interest rates may impact our financial position, results of operations, and cash flows. For information regarding derivatives, please see Note 2 to our Consolidated Financial Statements.
We may need additional capital and we may not be able to obtain it.
We believe that our existing cash and cash equivalents, cash flows from operations and ability to raise financing are and will be sufficient to meet our anticipated cash needs for the foreseeable future. We may, however, require additional cash resources due to changed business conditions or other future developments, including any investments or acquisitions we may decide to pursue. If these resources are insufficient to satisfy our cash requirements, we may seek to sell additional equity or debt securities or obtain other sources of financing. The sale of additional equity securities could result in dilution to our shareholders. The incurrence of indebtedness could result in increased debt service obligations and could require us to agree to operating and financing covenants that would restrict our operations.
Our ability to obtain additional capital on acceptable terms is subject to a variety of uncertainties, including:
•conditions of the U.S. capital markets and other capital markets in which we may seek to raise funds;
•our future results of operations and financial condition;
•government regulation of foreign investment in the United States, Europe, and Latin America; and
•global economic, political, and other conditions in jurisdictions in which we do business.
Moreover, certain of our subsidiaries rely substantially on existing uncommitted credit lines to support their operations and business needs through the agricultural harvest cycle. If we are unable to renew these credit lines, or if we cannot replace such credit lines with other borrowing facilities, our financial condition and results of operations may be adversely affected.
There is a risk that we could be treated as a U.S. domestic corporation for U.S. federal income tax purposes, which could materially increase our U.S. federal income tax liability and subject any dividends we pay to U.S. federal withholding tax.
Immediately prior to our IPO, we acquired approximately 98% of IFH, a holding company, which was a partnership for U.S. federal income tax purposes organized under the laws of Delaware in exchange for our common shares. Under section 7874(b) of the U.S. Internal Revenue Code of 1986, as amended, or the “Code”, we would be treated as a U.S. domestic corporation if we were deemed to have acquired substantially all of the assets constituting the trade or business of a U.S. domestic partnership and former members of IFH were deemed to own at least 80% of our common shares by reason of the transfer of those trade or business assets (ignoring common shares issued in our IPO for purposes of the 80% threshold). The rules mentioned above are unclear in certain respects and there is limited guidance on the application of the rules to partnership acquisitions. Accordingly, there can be no assurance that the U.S. Internal Revenue Service will not seek to assert that we are a U.S. domestic corporation, which assertion if successful could materially increase our U.S. federal income tax liability and require us to withhold tax from any dividends we pay to holders of our common shares who are not United States persons within the meaning of section 7701(a) (30) of the Code. See “Item 10. Additional Information—E. Taxation—United States Federal Income Taxation of the Company.”
We may be classified by the IRS as a “passive foreign investment company,” which may result in adverse tax consequences for U.S. investors in our common shares.
Whether we will be a passive foreign investment company, or a “PFIC,” for U.S. federal income tax purposes for the current or future tax year will depend on our assets and income over the course of each such tax year and, as a result, cannot be predicted with certainty as of the date of this annual report. In particular, our PFIC status may depend, in large part, upon the
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extent to which our revenue from sales is considered to be commodities income and the extent to which such revenue is considered to be active business gains from the sales of commodities, which depends on the application of rules that may not be entirely clear in all cases. Moreover, under circumstances where our cash is not deployed for active purposes, our risk of becoming a PFIC may increase. Although the determination of whether a corporation is a PFIC is made annually, and thus may be subject to change, we do not believe that we were a PFIC for U.S. federal income tax purposes for our most recently completed taxable year. However, there can be no assurance that we will not be a PFIC for any taxable year. If we were treated as a PFIC for any taxable year during which a U.S. investor owned common shares, certain adverse tax consequences could apply to such U.S. investor. A U.S. taxpayer who owns stock in a foreign corporation during any year in which such corporation is a PFIC may be able to mitigate such negative tax consequences by making certain U.S. federal income tax elections, which are subject to numerous restrictions and limitations. Holders of the Company’s common shares are urged to consult their own tax advisors regarding the acquisition, ownership, and disposition of the Company’s common shares. See “Item 10. Additional Information—E. Taxation—Material U.S. Federal Income Tax Considerations for U.S. Holders—Passive Foreign Investment Company (“PFIC”) Rules.”
We are subject to anti-corruption, anti-bribery, anti-money laundering and other international trade laws and regulations.
We are required to comply with the laws and regulations of Brazil and other jurisdictions where we conduct operations regarding anti-corruption, anti-bribery, anti-money laundering and other international trade laws and regulations. In particular, we are subject to Brazilian Law No. 12,846/2013, to the U.S. Foreign Corrupt Practices Act of 1977, or the “FCPA,” to the United Kingdom Bribery Act of 2010, as well as economic sanctions programs, including those administered by the United Nations, the European Union and the United States, including the U.S. Treasury Department’s Office of Foreign Assets Control.
Law No. 12,846/2013, or the “Brazilian Anti-corruption Law,” imposes strict liability on companies, in the civil and administrative spheres, for acts contrary to the Brazilian federal public administration practiced by their directors, administrators, collaborators or third parties acting on their behalf or benefit. Among the sanctions applied are fines, loss of assets, rights and values illicitly obtained, suspension or partial interdiction of activities, prohibition on contracting with the government or receiving benefits or tax or credit incentives and confiscation of assets, which sanctions, if applied, could adversely affect our results. In Brazil, other laws that provide for violations related to corruption and unlawful acts against the Brazilian federal public administration are also applicable to us, such as Law No. 8,429/1992 (the Administrative Misconduct Law, or “Lei de Improbidade Administrativa”), as substantially amended by Law No. 14,230/2021, establishes civil liability for public agents and private parties involved in acts of administrative improbity against the Brazilian public administration. Law No. 14,230/2021 introduced significant structural changes to the administrative improbity regime, most importantly: (i) it eliminated the culpable (negligent) form of administrative improbity, requiring proof of willful misconduct (dolo específico) for liability to arise; (ii) it established an eight-year statute of limitations running from the date of the improbity act (or from the date the act became known to the plaintiff public prosecutor); and (iii) it modified the penalty structure applicable to convicted parties.
Under the current framework, sanctions for administrative improbity may include: loss of unlawfully obtained assets, rights, or values; suspension of political rights for periods proportional to the severity of the act (ranging from three to fourteen years for the most serious violations); civil fines of up to twenty-four times the last monthly remuneration received by the public agent; and prohibition on contracting with the public administration or receiving public financing for periods between three and fourteen years, calibrated to the severity of the violation. For private companies and their representatives involved in improbity acts, these sanctions may include civil fines and prohibitions on contracting with the government, which could adversely affect any operations we conduct that involve public contracts, government concessions, or publicly financed projects.
Law No. 27,401/2017, or the “Argentinian Corporate Criminal Liability Law,” makes legal entities criminally liable for local or international bribery and influence peddling, negotiations that are incompatible with public office, illegal payments made to public officials under the appearance of taxes or fees owed to the relevant government agency, illegal enrichment of public officers and employees, and producing aggravated false balance sheets and reports to cover up local or international bribery or influence peddling. Legal entities shall be liable when these crimes are committed, directly or indirectly, with their intervention or on their behalf, and are only exempted from liability if the individual who committed the crime acted exclusively for his/her own benefit and without any benefit for the entity. Legal entities may be convicted even if it is not possible to identify or convict the individual involved in the crime, provided that the circumstances of the case lead to the conclusion that the crime could not have been committed without tolerance of the authorities of the legal entity. Although previous drafts of the bill included sections making controlling entities liable for economic penalties imposed on their subsidiaries under this law, such articles were removed from the law as approved by the Argentine congress. Among the sanctions applied are fines, loss of assets, rights and values illicitly obtained, suspension or partial interdiction of activities,
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prohibitions on contracting with the government or receiving benefits or tax or credit incentives and confiscation of assets, which sanctions, if applied, could adversely affect our results of operation.
The FCPA prohibits providing anything of value to foreign officials for the purposes of obtaining or retaining business or securing any improper business advantage. As part of our business, we may deal with entities and employees which are considered foreign officials for purposes of the FCPA. In addition, economic sanctions programs restrict our dealings with certain sanctioned countries, individuals and entities. When issues arise, we attempt to act promptly to learn relevant facts, conduct appropriate due diligence, and take any appropriate remedial action to address the risk. There can be no assurance that our internal policies and procedures will be sufficient to prevent or detect all inappropriate practices, fraud or violations of law by our employees, directors, officers, partners, agents and service providers or that such persons will not take actions in violation of our policies and procedures (or otherwise in violation of the relevant anti-corruption laws and sanctions regulations) for which we or they may be ultimately held responsible. In February 2025, President Trump issued an executive order directing the U.S. Department of Justice to pause enforcement of the FCPA and to issue new enforcement guidelines that take into consideration U.S. national security and the competitiveness of U.S. companies abroad. However, such executive order does not directly affect the U.S. Securities and Exchange Commission’s separate civil enforcement authority under the FCPA’s accounting provisions, nor does it eliminate potential risk of future enforcement under the FCPA (the statutes of limitation for FCPA violations are five years for the anti-bribery provisions and six years for the accounting provisions). It is unclear how this presidential directive may affect our industry or our business.
Violations of anti-bribery and anti-corruption laws and sanctions regulations could have a material adverse effect on our business, reputation, results of operations and financial condition. In addition, we may be subject to one or more enforcement actions, investigations and proceedings by authorities for alleged infringements of these laws. These proceedings may result in penalties, fines, sanctions or other forms of liability and could have a material adverse effect on our reputation, business, financial condition and results of operations. We cannot predict whether future investigations, developments from current investigations or allegations involving us or involving any of our affiliates, officers, employees, shareholders or members of our Board of Directors or any third parties related to us in any way will arise. In the event of investigations, allegations or developments, our reputation, business, financial condition, results of operations, as well as the price of the securities issued by us, may be adversely affected.
We may be adversely affected by the ongoing armed conflict between Russia and Ukraine, the conflict between Israel and Hamas, the blockade of the Strait of Hormuz by Iran, and other related conflicts in the Middle East, as well as the ensuing global geopolitical and economic instability.
The ongoing war between Russia and Ukraine has disrupted supply chains and international trade generally. Following Russia’s invasion of Ukraine beginning on February 24, 2022, the United States, the United Kingdom, the E.U. and other countries announced broad economic sanctions against Russia, including financial measures such as freezing Russia’s central bank assets and limiting its ability to access its U.S. dollar reserves. The United States, the E.U. and the United Kingdom have also banned people and businesses from dealings with the Russian central bank, its finance ministry and its wealth fund. Selected Russian banks were also removed from Swift messaging system, which enables the smooth transfer of money across borders. Other sanctions by the United Kingdom include major Russian banks being excluded from the United Kingdom financial system, stopping them from accessing sterling and clearing payments, major Russian companies and the state being prevented from raising capital or borrowing money on the United Kingdom markets, and the establishment of limits on deposits Russians can make at United Kingdom banks. The United States, the E.U. and the United Kingdom adopted personal measures, such as sanctions on individuals with close ties to Mr. Putin, placed visa restrictions on several oligarchs, as well as their family members and close associates, and froze assets.
While the continued effects and outcome of the ongoing war and the permanence of these sanctions on the Russian and global economies remains uncertain, they have already resulted in significant volatility in financial markets, depreciation of the Russian ruble and the Ukrainian hryvnia against the U.S. dollar and other major currencies, as well as an increase in energy and commodity prices globally. From a supply point of view, Brazil and Argentina are highly dependent on fertilizer imports, and Russia and Belarus hold a significant market share in Brazilian and Argentine soil fertilizer imports (a share that is higher for potash-based products). We may be unsuccessful in finding alternative direct imports from non-sanctioned regions or in increasing our prices to reflect increased supply costs in the future.
On October 7, 2023, the military-winged Islamic organization called Hamas infiltrated Israel’s southern border from the Gaza Strip and carried out a series of attacks against civilian and military targets, including firing rockets toward Israeli cities. Shortly following the attack, Israel’s security cabinet declared war against Hamas. In January 2025 Israel and Hamas declared a ceasefire and a hostage release deal in exchange for Palestinian prisoners. However, hostilities have since resumed, and it is uncertain that a subsequent ceasefire will be agreed or upheld. The intensity, duration and effects of any Israel’s current
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war against Hamas and the related armed conflicts between Israel and Hamas, Iran and Iranian-backed proxies (such as Hezbollah in Lebanon and Houthi rebels in Yemen) and the resulting political and economic instability in the Middle East is difficult to predict, as well as such conflict’s economic implications on the Company’s business and operations and on the global geopolitical scale.
The war in Ukraine has led to significant disruptions in global agriculture, and in the energy and fertilizer markets, causing price volatility and supply chain challenges. Similarly, the conflict between Israel and Hamas, and related conflicts in the Middle East, may have the potential to affect global grain and fertilizer prices, further exacerbating the cost pressures on our operations. In addition, the increase of fuel and fertilizer prices, as well as logistical costs resulting from these conflicts, may have an adverse effect on our business, financial condition, and results of operations.
On February 28, 2026, the United States and Israel initiated an armed conflict with airstrikes targeting sites and cities across Iran, resulting in the death of Supreme Leader Ali Khamenei and several other Iranian officials. In response, Iran launched missile and drone strikes against Israel, U.S. bases and U.S.-allied countries in the Middle East. The effective shutdown of the Strait of Hormuz has disrupted the flow of a substantial portion of global energy supplies, leading to a sharp increase in crude oil prices as markets price in the risk of supply shortages. Such price increases directly affect our operating costs, particularly with respect to fuel and logistics for our agricultural and industrial activities.
According to shipping and trade experts, even if the waterway reopens, the disruption to global supply chains may persist well beyond the resumption of normal shipping traffic.
In addition, approximately 2,000 vessels were stranded in the region during Iran’s partial blockade of the strait, according to the International Maritime Organization (IMO). As of the date of this annual report, the evolving nature of the conflict and ongoing diplomatic efforts make the situation highly uncertain, and its impact on global trade routes remains unpredictable and subject to rapid change.
Geopolitical tensions in petroleum-producing countries have affected and may continue to affect the global supply of oil and lead to increased prices. The conflict between Russia and Ukraine, the conflict between Israel and Hamas, the blockade of the Strait of Hormuz by Iran, and the resulted increased tension in the Middle East region, led to a spike in oil and energy prices. Although this positively impacted ethanol demand and prices, we cannot assure you that such geopolitical tensions will not adversely affect our business, financial condition and results of operations.
Technological advances or alternative products may affect demand for our products and services or require substantial capital investments to remain competitive.
Technological advances may affect demand for products or require substantial capital investments to remain competitive, including advancements in agricultural technology, precision farming and biotechnology, as well as alternative fuels, electrification and other energy transition technologies. The development and implementation of new technologies can result in a significant reduction in the costs of the products and services we distribute. We cannot predict when new technologies may become available or the effects of these events on our business. Advances in the development of alternatives to the products and services we currently distribute can significantly reduce demand or eliminate the need for them. Any advances in technology that require significant capital investments to ensure competitiveness, or that otherwise reduce demand for our services, will have a material adverse effect on our business and financial performance. In addition, any other alternative products or technological advances that reduce demand for our services could have a material adverse effect on our results of operations and financial condition.
Our use of AI, including generative AI, may expose us to additional risks and uncertainties that could adversely affect our business.
We and our third-party service providers may use AI tools in the ordinary course of business. Such use may increase the risk of unauthorized disclosure, loss or misuse of confidential, proprietary or personal information, and may require enhancements to our policies, procedures and internal controls.
The broader adoption of AI may increase the volume and sophistication of cyber threats and may facilitate fraudulent or deceptive activities directed at us, our employees, customers, suppliers or other business partners. In addition, AI-generated outputs may be inaccurate, incomplete or misleading, and reliance on such outputs without appropriate oversight could result in operational errors, harm to customers, regulatory scrutiny or reputational damage. Any of the foregoing could adversely affect our business.
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Security breaches and other disruptions could compromise our technology infrastructure and information and expose us to processes disruption and liability, which would cause our business and reputation to suffer.
In the ordinary course of our business, we depend on technology to carry out our business. We also collect and store sensitive data, including intellectual property, our proprietary business information and that of our customers and suppliers, and personally identifiable information of our employees, in our data centers and on our networks. The secure processing, maintenance and transmission of this information is critical to our operations. In addition, these systems may require modifications or upgrades as a result of technological changes or growth in our business. Although we take actions to secure our systems and electronic information and have disaster recovery plans in case of incidents that could cause major disruptions to our business, these measures may not be enough.
Despite our security measures, our information technology and infrastructure may be vulnerable to attacks by hackers or breached due to employee error, malfeasance or other disruptions. Any such breach could compromise our networks, our systems, and eventually suffer from systems disruption and/or having the information stored there accessed, publicly disclosed, lost or stolen. Any such access, disclosure or other loss of information could result in legal claims or proceedings, fines from governmental authorities, disrupt our operations, damage our reputation, and cause over costs to remedy the harm suffered, which could adversely affect our business/operating margins, revenues and competitive position.
We depend on our information technology systems and any failure of these systems could adversely affect our business.
We depend on information technology systems for significant elements of our operations, including data storage and retrieval of critical business information. Our information technology systems are vulnerable to damage from a variety of sources, including network failures, malicious human acts and natural disasters. In addition, some of our servers are potentially vulnerable to physical or electronic break-ins, computer viruses and similar disruptive issues. Failures or significant disruptions to our information technology systems or those used by our third-party service providers may prevent us from conducting our general business operations. Any disruption or loss of information technology systems on which critical aspects of our operations depend could have an adverse effect on our business, results of operations and financial condition.
In addition, we store highly confidential information on our information technology systems, including information related to our products. If our servers or third-party servers on which our data is stored are attacked by a physical or electronic break-in, computer virus or any other malicious human action, our confidential information may be stolen, unlawfully disclosed or destroyed. Any security breach involving misappropriation, loss or unauthorized disclosure or use of confidential information of our suppliers, customers or others, whether by us or by third parties, could subject us to civil and criminal penalties, have a material negative impact on our brands and reputation, create relevant legal and financial exposure, result in loss of customer confidence, or decrease the use of our products and services, any of which results may have an adverse impact on our business, results of operations and reputation.
Our security measures may also be breached by human error, wrongdoing, system errors or vulnerabilities, or other irregularities. Our measures to monitor and develop information technology infrastructure and networks may not be effective in protecting us against cyberattacks and other breaches related to our information technology systems. The techniques used to gain unauthorized, improper or illegal access to our systems, data or data from our customers, to disable or degrade services, or to sabotage systems are constantly evolving, can be difficult to detect quickly and often are not recognized until they are used against a target. Unauthorized parties may attempt to gain access to our systems or facilities by various means, including, but not limited to, hacking into our systems or those of our customers, partners or suppliers, or attempting to fraudulently induce our employees, customers, partners, suppliers or other users of our systems to disclose usernames, passwords, financial information or other confidential information, which in turn may be used to access our information technology systems. Certain third-party efforts to access information technology systems can be supported by significant financial and technological resources, making them even more sophisticated and difficult to detect.
Noncompliance with data protection laws could adversely affect our business.
Personal privacy, information security, and data protection are significant issues globally. The regulatory framework governing the collection, processing, storage, use and sharing of certain information, particularly financial and other personal data, is rapidly evolving and is likely to continue to be subject to uncertainty and varying interpretations. The occurrence of unanticipated events and the development of evolving technologies often rapidly drive the adoption of legislation or regulation affecting the use, collection or other processing of data and the manner in which we conduct our business. Any failure or perceived failure by us to comply with our privacy policies or any applicable privacy, security or data protection, information security or consumer-protection related laws, regulations, orders or industry standards in one or more jurisdictions could expose
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us to costly litigation, significant awards, fines or judgments, civil and criminal penalties or negative publicity, and could materially and adversely affect our business, financial condition and results of operations.
The Brazilian General Data Protection Law (Federal Law No. 13,709/2018 - Lei Geral de Proteção de Dados) or the “LGPD,” which came into force on September 18, 2020, is a comprehensive data protection law establishing general principles and obligations that apply across multiple economic sectors and contractual relationships. The LGPD applies to individuals or legal entities, private or government entities, who process personal data in Brazil or collect personal data in Brazil or, further, when the processing activities have the purpose of offering or supplying goods or services to data subjects located in Brazil. The LGPD establishes detailed rules for the collection, use, storage and any other form of processing involving personal data (including personal data of clients, suppliers and employees), and affects all economic sectors, including the relationship between customers and suppliers of goods and services, employees and employers and other relationships in which personal data is collected, whether in a digital or physical environment. Specifically, the LGPD establishes, among others, data subjects’ rights, the legal bases for processing personal data, requirements for obtaining consent from data subjects, obligations and requirements related to security incidents, data breaches and data transfers – including international transfer –, as well as the creation of the National Data Protection Authority (Autoridade Nacional de Proteção de Dados), or the “ANPD,” for the purposes of regulating, monitoring, implementing and supervising compliance with the LGPD in Brazil. In the event of noncompliance with the LGPD, we may be subject to penalties, including (1) warnings, with the impositions of a deadline for the adoption of corrective measures; (2) a one-time fine of up to 2% (subject to an upper limit of R$50,000,000) of our revenue; (3) a daily fine (subject to an upper limit of R$50,000,000); (4) public disclosure of the violation; (5) the restriction of access to the personal data to which the violation relates, until corrective measures are implemented; (6) deletion of the personal data to which the violation relates; (7) partial suspension of the databases to which the violation relates for up to 12 months, until corrective measures are implemented; (8) suspension of the personal data processing activities to which the violation relates for up to 12 months; and (9) partial or full prohibition on personal data processing activities. While we have put in place systems and processes to comply with the LGPD, there can be no assurance that our LGPD compliance efforts will be deemed appropriate or sufficient by regulatory authorities or by courts, such as the Brazilian Public Prosecution Office (Ministério Público). Moreover, as the LGPD requires further regulation from the ANPD regarding several aspects of the law, which are still unknown, and we may have difficulty adapting our systems and processes to the new legislation due to the legislation’s complexity. The changes have impacted, and could further adversely impact, our business by increasing our operational and compliance costs.
In Argentina, Law No. 25,326 on the Protection of Personal Data, or the “LPPD,” regulates issues related to the protection of data stored in files, records, databases, and other technical means of data processing, whether they are public or private, to guarantee the right to honor and privacy of people, as well as access to the information that is recorded about them. The owner of personal data has the power to exercise the right of access to it free of charge at intervals of no less than six months, unless a legitimate interest to not permit such access is proven in accordance with the LPPD. The Agency for Access to Public Information, in its capacity as the enforcement authority of the LPPD, has the power to administer complaints and claims filed by individuals whose rights have been affected due to a breach of current regulations on personal data protection.
Any additional privacy laws, rules or regulations enacted or approved in Brazil, Argentina or in other jurisdictions in which we operate could cause us to incur costs to correct the noncompliance with such laws, expose us to uninsured liability, increase our risk of regulatory scrutiny, subject us to lawsuits and result in the imposition of material penalties and fines under state and federal laws or regulations, which could seriously harm our business, financial condition or results of operations. Any failure, real or perceived, by us to comply with our privacy policies or with any regulatory requirements or orders or other local, state, federal or international privacy or consumer protection-related laws and regulations could cause customers to reduce their purchases of our agricultural products and services and could have a material and adverse effect on our business.
Our operations are subject to disruptions by third parties who interfere with the possession of our real estate or our means of production.
Our operations are subject to disruption by third parties, including through illegal burnings, the invasion or occupation of our real estate, and the blocking of roads and agricultural land by members of certain social movements, environmental protection movements, as well as indigenous peoples, all of which is common practice in, and affects, the industry. In certain regions, including those where we own property or lease land under agricultural partnership agreements, available remedies, such as police protection and litigation, may be inadequate or nonexistent. In these cases, our operations, image and reputation may be affected, and we may be subject to legal and administrative litigation that may result in criminal and administrative penalties, including, but not limited to, suspension, shutdowns, and a requirement to pay fines, which may also result in the need for additional investments. In addition, we may be subject to civil liabilities for environmental damage, which includes the obligation to redress any damages caused to the environment and/or public health. The demonstration of the cause-and-effect
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relationship between the damage caused and action or omission is sufficient to trigger the obligation to redress environmental damage.
Moreover, social movements are active in Brazil and advocate land reform and mandatory property redistribution by the Brazilian government. Land invasions and occupations of rural areas by a large number of individuals is common practice for these movements, and, in certain areas, including those in which we have invested or are likely to invest, police protection and effective eviction proceedings are not available to land owners. As a result, there can be no assurance that our properties will not be subject to invasion or occupation by these groups. A land invasion or occupation could materially impair the normal use of our lands or have a material adverse effect on our results of operations, financial condition or the value of our common shares. In addition, our land may be subject to expropriation by the Brazilian government. Under the Brazilian Federal Constitution, the Brazilian government may expropriate land that is not in compliance with mandated local “social functions.” A “social function” is defined as including: (i) the rational and adequate use of land; (ii) the adequate use of natural resources available and preservation of the environment; (iii) compliance with labor laws; and (iv) the use of land to promote welfare of owners and employees. If the Brazilian government decides to expropriate any of our properties, our results of operations may be adversely affected, to the extent that potential compensation to be paid by the Brazilian government may be less than the profit we could make from the sale or use of such land. Disputing the Brazilian government’s expropriation of land is usually time-consuming and the outcomes of such challenges are uncertain. In addition, we may be forced to accept public bonds, which have limited liquidity, as compensation for expropriated land instead of cash.
In addition, along with the expropriation rights, Brazilian law also confers to the government the power to create public easements over third-party property. Public easements are commonly used where infrastructure projects require the use of multiple plots of land, in particular in rural areas (e.g. transmission lines or oil and gas pipelines). Public easements require the payment of fair and prior indemnification, which authorizes the government to use such property for the public interest. The creation of a public easement must observe the same procedures applicable for the expropriation of real property. However, unlike expropriation, the public easement does not remove the property from the owners’ estate, but only creates the right of using the property or part of it. The creation of a public easement on our land, including on our farmland, would mean we would be prevented from using the relevant piece of land, which could adversely affect our results of operations and financial condition.
Tether owns approximately 74% of the outstanding common shares of the Company and, as such, will have the ability to effect certain decisions requiring shareholder approval, which may be inconsistent with the interests of our other shareholders
On March 28, 2025, Tether commenced a cash tender offer to acquire our common shares, which was consummated on April 25, 2025, establishing Tether as the Company’s controlling shareholder. Following the tender offer, Tether further increased its ownership through open-market purchases and currently holds more than 70% of our outstanding common shares.
Tether’s interests may be different from, or conflict with, our interests or the interests of our other shareholders. Tether and its affiliates are in the business of making investments in companies and may from time to time acquire and hold interests in businesses that compete indirectly with us. Tether may also pursue acquisition opportunities that are complementary to our business, and, as a result, those acquisition opportunities may not be available to us. Accordingly, the interests of Tether may not always coincide with our interests or the interests of other shareholders, and Tether may seek to cause us to take courses of action that, in its judgment, could enhance its investment in the Company but which might involve risks to our other shareholders or adversely affect us or our other shareholders.
In the future, we may hold stablecoins or other digital assets in our balance sheet, which could expose us to a variety of factors that are difficult to evaluate with respect to the digital asset ecosystem, a relatively new and rapidly changing industry.
We are exploring the possibility of opportunistically trading some of our agricultural by-products (such as renewable electricity) and products for consideration that may consist of stablecoins or other digital assets. Digital assets may be used, among other things, to buy and sell goods and services or to transfer and store value by users. The digital asset ecosystem is a new and rapidly evolving industry, and its growth is subject to a high degree of uncertainty. The factors affecting the further development of the digital asset ecosystem include:
•continued worldwide growth in the adoption and use of cryptocurrencies and other digital assets;
•government and quasi-government regulation of cryptocurrencies and other digital assets and their use, or restrictions on or regulation of access to and operation of public blockchains or digital asset networks or protocols;
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•the security, maintenance and development of the open-source software protocol and other technologies impacting digital asset network;
•changes in consumer demographics and public tastes and preferences;
•the availability and popularity of other forms or methods of buying and selling goods and services, including new means of using fiat currencies; and
•general economic conditions and the regulatory environment relating to digital assets and relevant services providers.
The price of digital assets has been, and is expected to continue to be, volatile and subject to fluctuations. A variety of factors, known and unknown, may affect price and valuation. While our investment strategy does not currently contemplate a material investment in digital assets, a decrease in the price of digital assets that we may hold as investments in the future may have an adverse effect on our financial condition. Furthermore, there is no assurance that the availability of and access to digital asset service providers will not be negatively affected by government regulation or supply and demand of digital assets.
Risks related to the Profertil Acquisition
The financial position and results of operations of Adecoagro following the acquisition of Profertil may differ materially from our expectations.
Following the acquisition of Profertil, its results of operations have been consolidated into our financial statements beginning on the acquisition date. As a result, our consolidated financial statements for the year ended December 31, 2025 reflect only a limited period of Profertil’s results of operations, which may not be indicative of the results that would have been achieved had the acquisition occurred at the beginning of the period or of our future results of operations.
In addition, the assets acquired and liabilities assumed in connection with the acquisition of Profertil have been recorded at fair value based on preliminary estimates using assumptions that our management believes are reasonable based on information currently available. The process for estimating the fair value of acquired assets and assumed liabilities requires the use of judgment in determining appropriate assumptions and estimates. These estimates may be revised as additional information becomes available and as additional analyses are performed. Differences between preliminary estimates and the final acquisition accounting may occur and could have a material impact on our financial position and future results of operations.
Moreover, the integration of Profertil and the realization of any anticipated benefits from the acquisition are subject to various risks and uncertainties, and our expectations regarding the financial performance of the combined business may not be realized. Any of the foregoing could have a material adverse effect on our business, financial condition and results of operations and could cause significant variations in our share price.
The acquisition of Profertil is subject to mandatory notification to the Argentine Antitrust Authority.
Following the consummation of the acquisition of Profertil, Avaldi S.A. is required to file all requested documentation with the Argentine Antitrust Authority to seek and obtain antitrust approval of the acquisition. Avaldi assumes the entire risk and burden of obtaining such approval and is the sole responsible party to perform all actions required by any governmental order issued by the Argentine Antitrust Authority in connection with the acquisition. There can be no assurance as to the terms on which the acquisition of Profertil will be approved by the Argentine Antitrust Authority, or whether such approval will be obtained at all. Any conditions, limitations or remedies imposed by the Argentine Antitrust Authority could adversely affect our business, financial condition and results of operations.
Risks Related to the Countries in Which We Operate
Our results of operations and financial condition are dependent upon economic conditions in the emerging countries in which we operate.
All of our operations and/or development activities are in South America. As of December 31, 2025, based on total asset value, 63.3% of our assets were located in Argentina, 30.3% in Brazil and 2.3% in Uruguay. During the year ended December 31, 2025, 33.8% of our consolidated revenue were attributable to our Argentine operations, 35.7% were attributable
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to our Brazilian operations and 29.9% were attributable to our Uruguayan operations. In the future, we expect to have additional operations in the South American countries in which we now operate or in other countries with similar political, economic and social conditions. Many of these countries have a history of economic instability or crises (such as inflation or recession), government deadlock, political instability, civil strife, changes in laws and regulations, expropriation or nationalization of property, and exchange controls which could adversely affect our business, financial condition and results of operations.
In particular, fluctuations in the economies of Argentina, Brazil and Uruguay, and actions adopted by the governments of those countries have had and may continue to have a significant impact on companies operating in those countries, including us. Specifically, we have been affected and may continue to be affected by high levels of inflation, increased interest rates, fluctuations in the value of the Peso and the Brazilian Real (“Real”) against foreign currencies, wage controls, price and foreign exchange controls, regulatory policies, business and tax regulations, political and social tension, and in general by the political, social and economic scenarios in Argentina, Brazil and to a lesser extent, Uruguay.
The Argentine economy has experienced significant volatility in past decades, including numerous periods of low or negative growth and high and variable levels of inflation and currency devaluation. Inflation remains a challenge for Argentina given its persistent nature in recent years and considering its high levels during 2023, 2024 and 2025. No assurance can be given that the rate of growth experienced over past years will be achieved in future years or that the national economy will not suffer a recession. If economic conditions in Argentina were to slow down, or contract, if inflation were to accelerate, or if the Argentine government's measures to attract or retain foreign investment and international financing in the future to incentivize domestic economy activity are unsuccessful, such developments could adversely affect Argentina's economy and in turn affect our financial health and results of operations.
Moreover, the Argentine presidential and congressional elections held in August and October 2023 resulted in the election of Javier Milei, the candidate of “La Libertad Avanza”, as President. Since taking office, the Milei administration has implemented extensive deregulation policies aimed at addressing the ongoing economic and social crisis. On December 20, 2023, through the Decree of Necessity and Urgency No. 70/2023 (“DNU 70/2023”), the Executive Branch declared a public emergency across economic, financial, fiscal, administrative, social security, tariff, sanitary, and social matters. This framework was subsequently reinforced and further specified by the enactment of Law No. 27,742 (the “Ley Bases”), enacted in July 2024, which declared a public emergency in administrative, economic, financial and energy matters for an initial period of one year. Under this law, the Executive Branch is authorized to extend the emergency period for an additional year, potentially through July 2026.
These measures include, among others, the repeal of regulations governing housing rental contracts, the supply of essential products and the commercialization of mass consumption goods, as well as changes to the corporate structure of companies with State participation. The breadth of these reforms represents a significant shift in the Argentine legal and economic landscape, aimed at fostering market-driven competition.
However, the Argentine Constitution provides for legislative oversight of DNU 70/2023 by the National Congress. Under Law No. 26,122, the decree remains in force unless and until it is expressly rejected by both chambers of Congress; should a bicameral rejection occur, the decree would be rendered null and void. In this regard, on March 14, 2024, the Argentine Senate voted to reject DNU 70/2023; however, as of the date of this report, the decree remains legally effective because it has not been rejected by the Chamber of Deputies.
In addition, DNU 70/2023 has been subject to judicial review as to its constitutionality. However, on April 16, 2024, the Supreme Court of Justice unanimously rejected two actions filed against DNU 70/2023, stating that neither of them presented the existence of a 'cause,' 'case,' or 'controversy' that falls under the jurisdiction of the Supreme Court to rule on. Uncertainty persists regarding the long-term effects of DNU 70/2023 on the economy and our business.
On July 9, 2024, the law titled "Bases and Points of Departure for the Freedom of the Argentine People" (the "Bases Law") entered into force, following its approval by the National Congress on June 27, 2024. The key points of this approval are as follows:
•Emergency: The declaration of a public emergency in economic, financial, tax, social security, security, defense, trade, energy, health, administrative, and social matters. The declaration of emergency in the Bases Law is set to expire on December 31, 2025, but it enables the Executive to extend such term for two more years which was exercised by the Executive Branch to extend said emergency for an additional one-year period. Consequently, as of the date of this report, the public emergency and the corresponding delegation of legislative powers remain in effect. In terms of state reorganization, for as long as the declaration of emergency is in effect, the Bases Law establishes the
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legal foundation for delegating legislative powers to the Executive as it relates to: i) improving the functioning of the state; ii) reducing the oversizing of the state structure; and iii) ensuring effective internal control in the national public administration.
•Regime for Large Investments: The creation of the 'Regime for Large Investments' ("RIGI"), which establishes a legal and regulatory framework to promote investment in productive projects in Argentina.
•Labor Modernization: Various modifications to laws 24,013 (Employment), 20,744 (Labor Contract Law), and 26,727 (Agricultural Work). Moreover, Law 25,323 (Labor Compensation) is repealed. The amendments include the extension of the trial period or the exemption from penalties and criminal actions for those employers who have not made the corresponding contributions, in exchange for the regularization of the corresponding worker.
•Concessions: Enables the Executive to grant concessions to private or public entities for the construction, maintenance, or exploitation of public works.
•Various amendments to Laws 17,319 (Hydrocarbons), 24,076 (Natural Gas) and 26,741 (Fiscal Oilfields), including the repeal of Article 1 of Law 26,741, which declared Argentina’s hydrocarbon self-sufficiency to be of public interest and a priority objective, and the creation of the National Gas and Electricity Regulatory Entity, replacing the Electricity Regulatory Entity (“ENRE”).
•Tax Modernization: Various tax changes, including, but not limited to, changes in income tax, personal property tax, and an asset regularization (voluntary disclosure) regime, among others.
On July 12, 2024, Congress approved Law No. 27,743 on Palliative and Relevant Tax Measures (“Tax Package”) regarding the regularization of tax, customs, and fiscal obligations, aimed at achieving voluntary payment by taxpayers and responsible parties. On that same date, the Executive Branch published Decree No. 608/2024 in the Official Gazette, which regulated various provisions of the Tax Package. Chapter II of this Decree specifically outlines the Asset Regularization Regime, designed to incentivize taxpayers to declare reportable assets to the Argentine federal tax authorities. The Asset Regularization Regime was structured in three stages. The first stage ran from October 1, 2024, to November 8, 2024, during which taxpayers were able to declare reportable assets of up to US$100,000 tax-free and a 5% penalty tax rate was applied to reportable assets exceeding such amount. The second stage took place from November 9, 2024, to January 31, 2025, during which the applicable penalty tax rate increased to 10%. Finally, the third stage covered the period from February 1, 2025, to April 30, 2025, during which the applicable penalty tax rate increased to 15%.
On August 5, 2024, Decree No. 695/2024 was published in the Official Gazette, regulating, among other matters, four chapters of Title II of the Bases Law: (i) Administrative reorganization; (ii) Privatizations; (iii) Administrative procedure; and (iv) Public employment. A week later, on August 12, 2024, Decree No. 713/2024 was issued, advancing the regulation of Title III of the Bases Law, specifically addressing 'Contracts and Transactional Agreements,' with particular focus on Chapter I, 'Force majeure in existing contracts and transactional agreements,' as well as certain articles of Chapter II, 'Concessions.' Additionally, on August 23, 2024, the Executive Branch published Decree No. 749/2024, which regulated Title VII of the Bases Law in relation to the RIGI.
On November 29, 2024, the Executive Branch published Decree 1057/2024 in the Official Gazette, which establishes implementing regulations to the amendments introduced by the Bases Law to the Hydrocarbons Law, the Gas Law 24,076 and the aspects of the Bases Law related to the uniform environmental legislation.
Additionally, in Brazil, the president has the power to enact policies and issue orders relating to the Brazilian economy, including the sector in which we operate, through specific regulations or through their control over Petrobras, our sole supplier of gasoline, diesel and certain other oil by-products, which could affect our operations and financial performance in Brazil. Political and economic uncertainty and any new policies or changes in current policies could have a material adverse effect on our business, operating results, financial condition and prospects. And any difficulty by the Brazilian government in obtaining a majority in the national Congress could result in congressional stalemate, political unrest and massive demonstrations and/or strikes that could adversely affect our operations. Uncertainties in relation to the implementation, by the current government, of changes related to monetary, fiscal and social security policies, as well as to the pertinent legislation, can contribute to economic instability. These uncertainties and new measures may increase the volatility of the Brazilian securities market.
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Economic and political conditions in the countries in which we operate, and the perception of these conditions in international markets, may adversely impact our business, our access to the capital and debt markets, and our results of operations and financial condition.
The Brazilian and Argentine economies have experienced extreme volatility in recent decades, with uneven periods of economic growth, periods of high inflation and devaluation of the Peso and the Real against the U.S. dollar. Our business and operations may be affected by the economic and political events that may affect the Brazilian and Argentine economies, such as price controls, foreign exchange controls, currency devaluations, high interest rates, increased public expenditures, tax increases or other regulatory initiatives.
According to the National Institute of Statistics and Censuses (Instituto Nacional de Estadística y Censos, or “INDEC”), economic activity recovered in 2021 following the impact of COVID-19 in 2020, with GDP growth of 10.7%, and this positive trend continued in 2022, with GDP growth of 5.0%. However, this trend reversed in 2023, when GDP contracted by 1.6%, followed by a sharper decline of 3.5% in 2024, primarily driven by a significant reduction in public works and a contraction in private consumption.
In 2025, the economy began to stabilize. According to the latest reports from the International Monetary Fund (“IMF”) and official local data, Argentina’s GDP grew by approximately 5.0% for the full year, exceeding prior estimates, as inflation began to decelerate and credit conditions improved. In addition, in its January 2025 report, the IMF projects annual economic growth of 4.0% for both 2026 and 2027.
International commodity prices for Argentina’s primary commodity exports have historically fluctuated, which has had an adverse effect on Argentina’s economic growth. Reliance on the export of certain commodities, such as soy, has made the Argentine economy more vulnerable to fluctuations in the prices of commodities. If international commodity prices decline, the Argentine economy could be adversely affected. In addition, adverse weather conditions can affect the production of commodities by the agricultural sector, which accounts for a significant portion of Argentina’s export revenues.
Throughout 2022, 2023 and 2024, social and political tension and high levels of poverty and unemployment in Argentina persisted while industrial activity and consumption diminished considerably. However, throughout 2025 and the first quarter of 2026, industrial activity and consumption began to show signs of stabilization following the initial impact of the deregulation policies. Notably, INDEC recently reported a significant decline in poverty rates; the latest figures (published on March 31, 2026) showed a drop to 28.2% in the second half of 2025, marking a reversal from the peaks observed in early 2024. However, there can be no assurance that Argentina will not face political, economic or social problems in the future, and a severe downturn in the Argentine economy could significantly increase social and political turmoil, leading to civil unrest, riots, looting, nationwide protests, strikes and street demonstrations, as has occurred in the past and could plausibly occur again. Due to the high levels of inflation and devaluation in recent years, employers both in the public and private sectors experienced significant pressure from organized labor unions and their employees to further increase salaries. If inflation rates were to increase again, there is no guarantee that this situation will not arise again in the future.
Persistent inflation, increased unemployment and poverty rates, decreased GDP, Peso depreciation, and/or other future economic, social and political developments in Argentina, over which we have no control, may adversely affect our business, financial condition and results of operations.
Moreover, a significant portion of our operations, properties and customers are located in Brazil. Accordingly, our financial condition and results of operations are substantially dependent on economic conditions in Brazil. Historically, Brazil’s political situation has influenced the performance of the Brazilian economy, and political crises have affected the confidence of investors and the general public, which has resulted in economic deceleration and heightened volatility in the securities issued abroad by Brazilian companies. Future developments in policies of the Brazilian government and/or the uncertainty of whether and when such policies and regulations may be implemented may adversely affect our results of operations and financial condition. The Brazilian economy has experienced significant volatility in recent decades, characterized by periods of low or negative growth, high and variable levels of inflation and currency devaluation. The Brazilian GDP decreased 4.1% in 2020, and increased 4.6% in 2021, 2.9% in 2022, 3.2% in 2023, 3.4% in 2024 and 2.3% in 2025. There can be no assurance that GDP will increase or remain stable in the future. Future developments in the Brazilian economy may affect Brazil’s growth rates and, consequently, the consumption of sugar, ethanol, and our other products. As a result, these developments could impair our business strategies, results of operations and financial condition.
Additionally, the effects of any new policies to be implemented by the government of Mr. Luiz Inácio Lula da Silva on the economy and the confidence of foreign investors in Brazil are still unclear. Accordingly, we cannot determine the scope of potential impacts resulting from such events on the economy and our business at this stage.
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The economies of the countries in which we operate may be adversely affected by the deterioration of other global markets.
Financial and securities markets in the countries in which we operate are influenced, to different degrees, by the economic and market conditions in other countries, including other South American and emerging market countries and other global markets. Investors’ reactions to developments in these other countries, such as the recent developments in the global financial markets, may substantially affect the capital flows into, and the market value of securities of issuers with operations in, the countries in which we operate. A significant deterioration in the economic growth of any of the main trading partners of Brazil, Argentina or Uruguay could have a material impact on the trade balance of those countries and could adversely affect their economic growth and that of other countries in the region. Furthermore, adverse economic conditions in any of these countries could have a material adverse effect on our business, financial condition and results of operations. A crisis in global financial markets including other emerging country markets could dampen investor enthusiasm for securities of issuers with South American operations, including our common shares.
Although economic conditions vary from country to country, investor reactions to events occurring in one country sometimes demonstrate a “contagion” effect in which an entire region or class of investment is disfavored by international investors. Furthermore, weak, flat or negative economic growth in any of Brazil’s or Argentina’s major trading partners, including each other, could adversely affect their balance of payments and, consequently, its economic growth.
The Argentine and Brazilian economies may also be affected by conditions in developed economies, such as the United States, that are significant trading partners of Brazil or Argentina or have influence over global economic cycles and the short-term evolution of commodity prices. If interest rates increase significantly in developed economies, including the United States, Argentina and its developing economy trading partners, such as Brazil, could find it more difficult and expensive to borrow capital and refinance existing debt, which could adversely affect economic growth in those countries. Decreased growth from Argentina’s trading partners could have a material adverse effect on the markets for Argentina’s exports and, in turn, adversely affect economic growth. Any of these potential risks to the Argentine economy could have a material adverse effect on our business, financial condition and results of operations.
On April 2, 2025, U.S. President Donald Trump announced via executive order a new 10% baseline tariff on all imports, including those from Brazil and Argentina, which could negatively impact the Argentine and Brazilian economies by raising export costs, reducing U.S. demand, and straining key industries like agriculture and manufacturing. However, the risk of bilateral trade friction in the region has been subsequently mitigated by recent diplomatic and judicial developments. Specifically, the Reciprocal Trade and Investment Agreement signed between the U.S. and Argentina has provided a framework for de-escalation, while the aggressive surcharges previously aimed at Brazil were effectively eliminated following the February 2026 U.S. Supreme Court ruling, which restricted executive authority regarding such duties. For more detail, see “—Our business may be materially and adversely affected by changes in international trade and economic and other conditions in key export markets for our products, including the imposition of tariffs, the modification of trade agreements between countries or other international trade restrictions.”
In addition, Brazil and Argentina are highly dependent on the export of certain commodities, such as soy, which has made the Brazilian and Argentine economies more vulnerable to fluctuations in commodity prices. If international commodity prices decline, the Brazilian or Argentine economies could be adversely affected. In addition, adverse weather conditions can affect the production of commodities by the agricultural sector, which account for a significant portion of Brazil’s and Argentina’s export revenues. All these circumstances could have a negative impact on the levels of government revenues, available foreign exchange and the government’s ability to service its sovereign debt, and could either generate recessionary or inflationary pressures, depending on the government’s reaction. Either of these results would adversely impact Brazil’s or Argentina's economic growth and, therefore, our financial condition and results of operations.
Governments have a high degree of influence in the economies in which we operate, which could adversely affect our results of operations or financial condition.
Governments in many of the markets in which we currently operate, or in which we may operate in the future, frequently intervene in their respective economies and occasionally make significant changes in monetary, credit, industry and other policies and regulations. Governmental actions to control inflation and other policies and regulations have often involved, among other measures, price controls, currency devaluations, capital controls and limitations on imports. We have no control over, and cannot predict what measures or policies governments may take in the future. Our results of operations and financial condition may be adversely affected by changes in governmental policy or regulations in the jurisdictions in which we operate that impact different factors such as:
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•labor laws and wage increases;
•changes in governmental economic or tax policies, and their effect on economic growth;
•abrupt currency fluctuations;
•high levels of inflation and the measures taken to combat it, such as price controls or price-fixing regulations;
•exchange and capital control policies;
•significant variation in interest rates;
•the lack of liquidity of domestic capital and lending markets;
•inconsistent fiscal and monetary policies;
•liquidity and solvency of their respective financial systems;
•restrictions on land acquisition or use or agricultural commodity production, including limitations on ownership of rural land by foreign persons or entities;
•developments in trade negotiations between countries or through the World Trade Organization or other international organizations, including as a result of the imposition of tariffs, import/export restrictions or other laws and policies affecting foreign trade and investment;
•environmental regulations;
•tax laws, including royalties and the effect of tax laws on distributions from our subsidiaries;
•restrictions on the repatriation of investments and on the transfer of funds abroad;
•expropriations or nationalizations;
•increased public expenses affecting the economy and fiscal deficits; and
•other political, social and economic developments, including political, social or economic instability, in or affecting the country where each business is based.
Uncertainty over whether governments will implement changes in policy or regulation affecting these or other factors in the future may contribute to economic uncertainty and heightened volatility in the securities markets, which may have a material and adverse effect on our business, results of operations and financial condition.
In recent years, the Argentine government had implemented various price control measures, no longer in force as of the date of this annual report, including voluntary programs launched in 2020 and 2022 to set reference prices for household goods. These regulations impacted the prices of our processed rice and fluid milk products. In addition, our facilities have been inspected in the past to control compliance with price control regulations.
As of the date of this annual report, there can be no assurance whether the Argentine government will enact new price control regulations. Interventions by the Argentine government similar to those described above can have an adverse impact on the level of foreign investment in Argentina, the access of Argentine companies to the international capital markets and Argentina’s commercial and diplomatic relations with other countries and, consequently, could adversely affect our business, financial condition and results of operations. In the future, the degree of governmental intervention in the economy may continue to rise, which may adversely affect the Argentine economy and, in turn, our business, results of operations and financial condition.
Although the Milei administration appears to have among its main objectives a significant reduction in the government’s intervention in the economy, it remains uncertain whether these efforts will succeed or whether future administrations will maintain such objectives.
Moreover, historically, the Brazilian government has frequently intervened in the Brazilian economy and has occasionally made significant changes in economic policies and regulations, including, among others, the imposition of a tax on foreign capital entering Brazil, changes in monetary, fiscal and tax policies, currency devaluations, capital controls and limits on imports. The administration is currently facing domestic pressure to retreat from the current macroeconomic policies in an attempt to achieve higher rates of economic growth. In addition, the Brazilian government has discussed the creation of a tax on financial transactions, including wire transfers, in order to improve the fiscal situation of the country or to increase taxation. We
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cannot predict which policies will be adopted by the Brazilian government and whether these policies will negatively affect the economy or our business or financial performance.
In 2023, the Brazilian Congress approved and enacted Constitutional Amendment 132/23, which aims to reform the consumption tax system. Specifically, Constitutional Amendment 132/23 provides for the extinction of three federal taxes: (i) the Tax over Industrial Products (Imposto sobre Produtos Industrializados, or “IPI”), (ii) the Social Contribution on Gross Revenues (Programa de Integração Social, or “PIS”) and (iii) the Contribution for the Financing of Social Security (Contribuição para o Financiamento da Seguridade Social, or “COFINS”), which will be replaced by the Social Contribution on Operations with Goods and Services (Contribuição Social sobre Operações com Bens e Serviços, or “CBS”). Additionally, the amendment also involves the consolidation of state and municipal taxes. The Interstate and Intermunicipal Transportation Tax Over Goods and Services (Imposto sobre Operações relativas à Circulação de Mercadorias e sobre Prestações de Serviços de Transporte Interestadual e Intermunicipal e de Comunicação, or “ICMS”) which is a state tax, and the Tax on Services (Imposto Sobre Serviços, or ISS) which is a municipal tax, will be replaced by the new Tax on Operations with Goods and Services (Imposto sobre Bens e Serviços, or “IBS”).
On January 16, 2025, the Brazilian Congress enacted Supplementary Law No. 214/25, establishing general guidelines for the imposition of IBS and CBS, including their taxable events and calculation bases. The transition to the new system follows a phased schedule: beginning in 2026, taxpayers are required to issue invoices reflecting combined CBS and IBS at a test rate of 0.9% and 0.1%, respectively, but payment of these amounts is waived during this initial period, subject to compliance with ancillary obligations. Full payment of CBS and the phase-out of PIS and COFINS begin in 2027. ICMS and ISS will be progressively reduced between 2029 and 2032, with IBS fully replacing them by 2033. The combined standard rate, once fully implemented, is currently estimated at approximately 28%, although final rates are subject to further legislation by the Federal Senate. The overall reform is intended to simplify tax compliance, reduce cascading tax effects across supply chains, and align Brazil's system with destination-based international standards. The approved Tax Reform text also authorizes the Brazilian government to introduce a selective tax on goods and services considered harmful to health and/or the environment. Additionally, specific tax regimes will apply to industries explicitly listed in the Brazilian Constitution. The tax reform may reduce or eliminate existing our tax benefits, which could directly or indirectly impact our business and financial results. Furthermore, any future changes in tax laws and regulations may also affect our operations and financial performance.
Supplementary Law No. 214/2025 also advanced the implementation of the single-phase (monophase) PIS and COFINS collection regime for ethanol, effective May 1, 2025. Under this regime, ethanol producers — rather than distributors or retailers — are responsible for collecting and remitting PIS and COFINS across the entire downstream commercialization chain at a single point. The applicable rate was increased from R$130.90 per m³ to R$192.00 per m³, representing an increase of approximately 47% in the federal contribution burden per unit of ethanol produced.
This change has material implications for the economics of our ethanol business. As the entity now responsible for collecting these contributions on the entire value chain, we bear the liquidity cost associated with the upfront payment of PIS/COFINS before receiving payment from our customers at distributor-level pricing. The increase in the per-unit contribution amount also affects the competitive positioning of ethanol relative to gasoline in the flex-fuel market, as it raises the effective cost floor for ethanol distribution. To the extent we are unable to pass the full impact of this contribution increase through to our customers via higher ethanol prices, our operating margins could be adversely affected. There can be no assurance that future adjustments to the monophase PIS/COFINS rate will not impose additional cost burdens on our ethanol operations.
Exposure to Brazilian government debt could have a material adverse effect on us.
According to the Brazilian National Treasury's monthly report (RMD - Tesouro Transparente), Brazil’s Federal Public Debt remained above BRL 7 trillion as of December 31, 2025, reflecting increases during the year primarily driven by net debt issuances and interest accruals. In addition, Brazil’s five-year Credit Default Swap (CDS) spreads showed volatility during 2024 and 2025, at times reaching levels above 200 basis points. More recently, the RMD reported that the outstanding Federal Public Debt reached approximately BRL 8.84 trillion in February 2026, representing an increase of BRL 199.62 billion compared to January 2026. This variation reflected net issuances of approximately BRL 125.75 billion and positive interest appropriation of approximately BRL 73.87 billion
Any failure by the Brazilian government to make timely payments under the terms of these securities may increase the perception of risk of investors, reduce foreign investments, and consequently impact inflation levels. A rise in inflation and a reduction in investment volume may affect our business and influence our results.
Currency exchange rate fluctuations relative to the U.S. dollar in the countries in which we operate our businesses may adversely impact our results of operations and financial condition.
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Our businesses may be impacted by significant fluctuations in foreign currency exchange rates. Our exposure to currency exchange rate fluctuations results from the currency translation adjustments required in connection with the preparation of our Consolidated Financial Statements. The currency exchange exposure stems from the generation of revenues and the incurrence of expenses in different currencies and the devaluation of local currency revenues impairing the value of investments in U.S. dollars. While the Consolidated Financial Statements presented herein are, and our future Consolidated Financial Statements will be, presented in U.S. dollars, the financial statements of our subsidiaries are prepared using the local currency as the functional currency and translated into U.S. dollars by applying: (i) a year-end exchange rate for assets and liabilities; and (ii) an average exchange rate for the year for income and expenses. Resulting exchange differences arising from the translation to our presentation currency are recognized as a separate component of equity. Currencies in Argentina and Brazil have fluctuated significantly against the U.S. dollar in the past. Accordingly, fluctuations in exchange rates relative to the U.S. dollar could impair the comparability of our results from period to period and have a material adverse effect on our results of operations and financial condition.
Argentina has a history of high volatility in its foreign exchange market (the “FX Market”), including sharp and unanticipated devaluations, tight foreign exchange controls and severe restrictions on foreign trade. The devaluation of the peso may negatively affect the ability of certain Argentine businesses to service their foreign currency denominated debt and could contribute to higher inflation reducing real wages and adversely affecting our business. The peso depreciated against the U.S. dollar by 28.1%, 27.7% and 356.3% in 2025, 2024 and 2023, respectively, based on the official exchange rates published by the BCRA.
During 2025, Argentina transitioned to an exchange rate band regime introduced by the BCRA on April 11, 2025, under which the peso was initially permitted to fluctuate within a range of approximately Ps. 1,000 to Ps. 1,400 per US$1.00, with periodic adjustments intended to promote orderly market functioning and support monetary policy objectives. The Argentine government subsequently modified its foreign exchange policy to address currency valuation and macroeconomic stability. Under the updated framework, the BCRA adjusts the exchange rate broadly in line with the Consumer Price Index (CPI), while also taking into account international inflation rates to maintain real exchange rate parity. This “inflation-linked” approach is intended to prevent further real appreciation of the peso and provide greater predictability for exporters. However, the effectiveness of this policy depends on the government’s ability to control domestic inflation and maintain adequate international reserves. Any significant deviation from projected inflation levels or failure to maintain the exchange rate within the established bands could increase exchange rate instability and adversely affect our financial condition and results of operations.
In the past, the Argentine government has imposed restrictions on the purchase of foreign currency, giving rise to an unofficial market in which the U.S. dollar traded at a value different from the official exchange rate. In September 2019, following a foreign exchange crisis and a decline in the BCRA’s foreign currency reserves, the Argentine government reinstated stringent foreign exchange controls and transfer restrictions, substantially limiting the ability to obtain foreign currency or make certain payments or distributions abroad. Since late 2024 and throughout 2025, the current administration has implemented a series of deregulatory measures aimed at easing these controls, including shortening payment terms for imports, removing prior authorization requirements for certain transactions, and progressively relaxing restrictions on the repatriation of dividends and the payment of services to foreign affiliates.
More recently, in early 2026, the BCRA continued to simplify the regulatory framework, moving toward a unified foreign exchange market. However, while these measures have improved the flow of funds, certain residual restrictions remain in place, and there can be no assurance that future economic conditions will not lead the government to maintain or reintroduce exchange controls. See “—Exchange controls restrict the inflow and outflow of funds and may substantially limit the ability of companies to retain or obtain foreign currency or make payments abroad.”
The Brazilian currency has also historically suffered frequent fluctuations. As a result of inflationary pressures, the Brazilian government has implemented various economic plans and adopted a number of exchange rate policies, including sudden devaluations, periodic mini-devaluations during which the frequency of adjustments has ranged from daily to monthly, floating exchange rate systems, exchange controls and dual exchange rate markets. Formally, the value of the real against foreign currencies is determined under a free-floating exchange rate regime, but, in practice, the Brazilian government currently intervenes in markets through currency swaps and trading in the spot market, among other measures, every time the exchange rate is above or below the levels that the Brazilian government considers appropriate, taking into account inflation, growth, the performance of the real against the U.S. dollar in comparison with other currencies, and other economic factors. The Real appreciated approximately 11.18% in 2025, depreciated 27.9% in 2024 and appreciated 7.2% in 2023.
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Future fluctuations in the value of the local currencies relative to the U.S. dollar in the countries in which we operate may adversely affect our results of operations or financial condition.
Inflation in some of the countries in which we operate, along with governmental measures to curb inflation, may have a significant negative effect on the economies of those countries and, as a result, on our financial condition and results of operations.
Some of the countries in which we operate, particularly Argentina and Brazil, have experienced, or are currently experiencing, high rates of inflation, adversely affecting their economies and financial markets, and limiting the ability of their governments to create conditions that stimulate or maintain economic growth. Although inflation rates in some of these countries have been relatively curtailed in the recent past, there can be no assurance that this trend will continue. Measures taken by the governments of these countries to control inflation have often included maintaining a tight monetary policy with high interest rates, thereby restricting the availability of credit and impairing economic growth. Measures to combat inflation and public speculation about possible additional actions have also contributed significantly to economic uncertainty in many of these countries and to heightened volatility in their securities markets. Periods of higher inflation may also slow the growth rate of local economies. Inflation is also likely to increase some of our costs and expenses, and we may not be able to fully pass such increases on to our clients, which could adversely affect our operating margins and operating income. For instance, a portion of our operating costs in Argentina are denominated in Pesos and most of our operating costs in Brazil are denominated in Brazilian Reais. Inflation in Argentina or Brazil, without a corresponding Peso or Real devaluation, could result in an increase in our operating costs without a commensurate increase in our revenues, which could adversely affect our financial condition and our ability to pay our foreign currency denominated obligations.
Historically, inflation has materially undermined the Argentine economy and the government’s ability to create conditions that would permit long-term and stable growth. High inflation may also undermine Argentina’s foreign competitiveness in international markets and adversely affect economic activity and employment, as well as our business and results of operations. In particular, the profit margin on our services is impacted by the increase in our costs in providing those services, which is influenced by wage inflation in Argentina, as well as other factors. In recent years, Argentina has experienced persistently high inflation, as reflected in the annual Consumer Price Index (CPI) published by INDEC: 211.4% in 2023, 117.8% in 2024, and 31.5% in 2025. If the Argentine government continues to fail to address Argentina’s structural inflationary imbalance, the current levels of inflation may continue to rise, which may have an adverse effect on Argentina’s economy.
Brazil, in turn, has historically experienced high rates of inflation. Inflation, as well as government efforts to curb inflation, have had significant negative effects on the Brazilian economy, particularly prior to 1995. Inflation was 7.2% in 2016, as measured by the General Market Price Index (Índice Geral de Preços – Mercado), or IGP-M, compiled by the Getulio Vargas Foundation (Fundação Getulio Vargas, or FGV). In 2017, Brazil registered deflation of 0.53%, largely due to a decline in food prices. Brazil then registered inflation of 7.5% in 2018 and 7.3% in 2019, and, mainly due to the depreciation of the Brazilian Real against the U.S. dollar and the increase in primary product prices, inflation was 23.1% in 2020 and 17.8% in 2021. In 2022, Brazil registered inflation of 5.45%, in 2023 deflation of 3.18%, in 2024 inflation of 6.54%, and in 2025 deflation of 1.05%, in each case as measured by the IGP-M. A significant proportion of our cash costs and operating expenses are denominated in Brazilian Reais and tend to increase with Brazilian inflation. The Brazilian government’s measures to control inflation have included, and continue to include, maintaining a tight monetary policy with high interest rates, thereby restricting the availability of credit and reducing economic growth. This policy was eased between 2016 and January 2021, when the Special System for Settlement and Custody rate (Sistema Especial de Liquidação e Custódia), or SELIC rate, which is set by the Monetary Policy Committee (Comitê de Política Monetária, or COPOM), was reduced from 14.25% to 2.00%. Subsequently, rising inflation led the Brazilian government to adopt other measures to control inflation, including tax relief for several sectors of the economy and tax cuts on products included in the basic food basket. These measures were not sufficient to curb inflation, which led the Brazilian government to reinstate a tighter monetary policy. As a result, interest rates have fluctuated significantly. The year-end SELIC rate in Brazil was 4.50%, 2.00%, 9.25%, 13.75%, 11.75%, 12.25% and 15.00% in 2019, 2020, 2021, 2022, 2023, 2024 and 2025, respectively. As of the date of this annual report, the SELIC rate is 14.75%.
Argentina and/or Brazil may experience higher levels of inflation in the future, which may impact domestic demand for our products. Inflationary pressures may also weaken investor confidence in Argentina and/or Brazil, curtail our ability to access foreign financial markets and lead to further government intervention in the economy, including interest rate increases, restrictions on tariff adjustments to offset inflation, intervention in foreign exchange markets, and actions to adjust or fix currency values, which may trigger or exacerbate increases in inflation, and consequently have an adverse impact on us. In an inflationary environment, the value of uncollected accounts receivable, as well as of unpaid accounts payable, declines rapidly. If the countries in which we operate experience high levels of inflation in the future and price controls are imposed, we may not be able to adjust the rates we charge our customers to fully offset the impact of inflation on our cost structures, which could adversely affect our results of operations or financial condition.
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Despite the positive effects the depreciation of the Peso may have on the competitiveness of certain sectors of the Argentine economy, including our business, it also had a negative impact on the financial condition of many Argentine businesses and individuals. The devaluation of the Peso affected or may affect the ability of certain Argentine businesses to honor their foreign currency-denominated debt, generates high levels of inflation, reduces real wages significantly, and has a negative impact on companies oriented to the domestic market, such as public services and the financial industry. Additional volatility, appreciation or depreciation of the Peso, or reduction in the BCRA’s international reserves due to currency interventions could adversely affect the Argentine economy, which, in turn, may have an adverse effect on our financial condition and results of operations. Inflation has also contributed to a material increase in our costs of operation, in particular labor costs; it also enables a reduction in the purchasing power of the population, thus increasing the risk of a lower level of consumption from our customers in Argentina, which could negatively impact our financial condition and results of operations. Inflation rates could continue to grow in the future, and there is uncertainty regarding the effects that any measures adopted by the government could have to control inflation.
Inflation can also lead to an increase in Argentina's debt and have an adverse effect on Argentina's ability to service its debt, mainly in the medium and long term when most inflation-indexed debt matures. In addition, weaker fiscal results could have a material adverse effect on the Argentine government's ability to access long-term financing, which, in turn, could adversely affect Argentina's economy and financial condition and access to international or domestic capital markets. If the measures adopted by the Argentine government are not able to resolve the structural inflationary disruptions of Argentina, the current inflationary levels could rise and have a negative impact on the economic and financial conditions of Argentina, and, as such, adversely affect our operations and financial condition.
Depreciation of the Peso or the Real relative to the U.S. dollar or the euro may also create additional inflationary pressures in Argentina or Brazil that may negatively affect us. Depreciation generally curtails access to foreign financial markets and may prompt government intervention, including recessionary governmental policies. Depreciation also reduces the U.S. dollar or euro value of dividends and other distributions on our common shares and the U.S. dollar or euro equivalent of the market price of our common shares. Any of the foregoing might adversely affect our business, operating results and cash flow, as well as the market price of our common shares. Conversely, in the short term, a significant increase in the value of the Peso or the Real against the U.S. dollar would adversely affect the respective Argentine and/or Brazilian government’s income from exports. This could have a negative effect on GDP growth and employment, and could also reduce the public sector’s revenues in those countries by reducing tax collection in real terms, as a portion of public sector revenues are derived from the collection of export taxes.
Any deterioration in Brazil’s or our credit rating may adversely affect the trading price of our common shares and us.
Credit ratings affect investors’ perceptions of risk and, as a result, the yields required on issuances of indebtedness in the financial markets. Rating agencies regularly evaluate Brazil and its sovereign ratings, taking into account a number of factors, including macroeconomic trends, fiscal and budgetary conditions, indebtedness and the prospect of change in these factors.
Standard & Poor’s maintained Brazil’s sovereign credit rating at BB- with a stable outlook in 2021, revised the outlook to positive in June 2023, upgraded Brazil’s sovereign credit rating to BB in December 2023 and affirmed that rating with a stable outlook in June 2025. Moody’s confirmed Brazil’s sovereign credit rating at Ba2 with a stable outlook in 2021, upgraded Brazil’s sovereign credit rating to Ba1 in October 2024 while maintaining a positive outlook, and affirmed the Ba1 rating in May 2025, revising the outlook to stable. Fitch reaffirmed Brazil’s sovereign credit rating at BB- with a negative outlook in 2021, upgraded the rating to BB with a stable outlook in June 2023, and affirmed that rating with a stable outlook in June 2024 and again in June 2025
The review in Brazil’s credit rating by Standard & Poor’s and Fitch to BB- in past years adversely affected the trading price of debt and equity securities of Brazilian issuers. Any further downgrade of Brazil’s credit rating could heighten investors’ perception of risk and, as a result, increase the cost of debt issuances and adversely affect the trading price of our securities.
Additionally, any downgrade of our credit rating may adversely affect our ability to obtain loans and/or financings in the future or our cost of funding, which may increase the cost of funding our operations or the refinancing of our financial obligations, adversely affecting us.
Disruption of transportation and logistics services, insufficient investment in public infrastructure or disruption to any aspect of the supply chain could adversely affect our operating results.
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One of the main disadvantages of the agricultural sector in the countries in which we operate is that key growing regions lie far from major ports. As a result, efficient access to transportation infrastructure and ports is critical to the growth of agriculture as a whole in the countries in which we operate and of our operations in particular. Improvements in transportation infrastructure are likely to be required to make more agricultural production accessible to export terminals at competitive prices. A substantial portion of agricultural production in the countries in which we operate is currently transported by truck, a means of transportation significantly more expensive than railroad transportation available to U.S. and other international producers. Our dependence on truck transportation may affect our position as a low-cost producer which may impair our ability to compete in world markets.
Substantial investments are required for road and rail improvement projects, which may not be completed on a timely basis, if at all. Any delay or failure in developing infrastructure systems could reduce the demand for our products, impede our products’ delivery or impose additional costs on us. We currently outsource the transportation and logistics services necessary to operate our business. Any disruption in these services could result in supply problems at our farms and processing facilities and impair our ability to deliver our products to our customers in a timely manner.
In Brazil, a strike held by truckers in May 2018 resulted in completely halted road transportation throughout the country. As a result, the Brazilian government enacted of Law No. 13,703/2018, which established a base price for road freight transportation and created a freight table, in which minimum and mandatory transportation cost values are set each six months by the Brazilian Land Transportation Agency (Agência Nacional de Transportes Terrestres), or the “ANTT.” These measures adversely affected many companies in the agribusiness sector through increased transportation costs.
In addition, we are exposed to the risk of disruption to any aspect of our supply chain, to suppliers’ operations or to distribution channels, and the deterioration in the financial condition of our trading partners. These may be caused by a cyber-event, global health crisis, major fire, violent weather conditions or other natural disasters that affect the manufacturing or other facilities of our operating subsidiaries or those of their suppliers and distributors. In certain geographic areas where we operate, insurance coverage may not be obtainable on commercially reasonable terms, if at all. Coverage may be subject to limitations or we may be unable to recover damages from its insurers.
The Argentine economy may be affected by its government’s limited access to financing from international markets and the result of any failure to pay its debt obligations.
Historically, the Argentine government and provinces have defaulted on debt payments, which has limited their access, as well as that of private companies, to the international financial markets, and has substantially increased their respective financing costs. The Argentine economy has been experiencing significant instability in the past decades, including devaluations, high inflation, and prolonged periods of reduced economic growth, which have led to payment defaults on Argentina’s foreign debt and multiple downgrades in Argentina’s foreign debt rating with attendant restrictions on Argentina’s ability to obtain financing in the international markets.
Argentina’s 2001 sovereign default and its failure to fully restructure its sovereign debt and negotiate with the holdout creditors has historically limited Argentina’s ability to access international financing. Between 2005 and 2010, Argentina completed the restructuring of a substantial portion of its indebtedness and settled all of its debt with the IMF. In 2016, the Macri administration entered into settlement agreements with certain holdout bondholders to settle these claims, which were subject to the approval of the Argentine Congress. The Argentine government reached settlement agreements with holders of a significant portion of the defaulted bonds and repaid the majority of the holdout creditors with the proceeds of a US$16.5 billion international offering of three-year, five-year, 10-year and 30-year bonds on April 22, 2016. Although the size of outstanding claims decreased significantly, litigation initiated by bondholders that did not accept Argentina’s settlement offer in 2016 continues in several jurisdictions.
Additionally, foreign shareholders of several Argentine companies filed claims with the International Center for Settlement of Investment Disputes, (“ICSID”), alleging that the emergency measures adopted by the Argentine government since the crisis in 2001 and 2002 differ from the just and equal treatment standards set forth in several bilateral investment treaties to which Argentina is a party. The ICSID ruled against Argentina with respect to many of these claims. Litigation involving holdout creditors, claims with ICSID and other claims against the Argentine national government, resulted and may result in material judgments against the government, lead to attachments of, or injunctions relating to, Argentina’s assets, or could cause Argentina to default under its other obligations, and such events may prevent Argentina from obtaining favorable terms or interest rates when accessing international capital markets or from accessing international financing at all. Our ability to obtain U.S. dollar-denominated financing has been adversely impacted by these factors.
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Recently, Argentina achieved a significant judicial outcome in connection with the 2012 expropriation of 51% of YPF’s shares. On March 27, 2026, the U.S. Court of Appeals for the Second Circuit overturned a 2023 District Court ruling that had ordered the Argentine State to pay approximately $16.1 billion in damages to former minority shareholders. The appellate court vacated the judgment and dismissed the claims against the Republic, representing a material development in litigation, that has been ongoing for more than a decade.
While the plaintiffs may still pursue further legal remedies, including petitions for rehearing or an appeal to the U.S. Supreme Court, the immediate financial exposure and risk of asset seizures have been significantly reduced. This development has contributed to increased market confidence, as reflected in the performance of Argentine ADRs and sovereign bonds following the decision. However, as related legal proceedings may continue, there can be no assurance that additional claims or adverse developments will not arise. Although this outcome reduces a significant potential liability for Argentina and may support macroeconomic stability and the investment climate, any future adverse developments could negatively affect these conditions and, in turn our business and results of operations.
In June 2018, the IMF approved a financial support plan for Argentina in the form of a stand-by arrangement for US$50 billion, which was increased to US$57.1 billion in September 2018. The Argentine government negotiated an extension with the IMF for repayments under the stand-by arrangement that matured in 2022. On January 28, 2022, the IMF and the Argentine government reached an understanding, and the final agreement was approved by the IMF’s executive board on March 3, 2022. On March 17, 2022, the Argentine Congress approved the staff-level agreement to be entered into with the IMF. Further, on October 7, 2022, the IMF communicated that its executive board conducted a second review of the agreement with Argentina and approved a second immediate disbursement of approximately US$3.8 billion. Likewise, on December 22, 2022, the third review of the agreement was announced, approving a disbursement of approximately US$6.0 billion.
In March 2023, the Argentine government restructured its public debt by issuing bonds denominated in Pesos. The restructuring obtained 64.0% participation and extended the maturities of notes worth Ps.4.3 billion.
In addition, on August 4, 2023, through Decree No. 404/2023 a loan agreement between Argentina and Qatar for 580,000,000 Special Drawing Rights was approved in an attempt to pay interest on the debt contracted with the IMF. In this regard, the Argentine government announced the cancellation of US$ 1,411 million within the framework of the agreement. Moreover, on August 23, 2023, former Economy Minister, Sergio Massa, announced agreements with the World Bank and the Inter-American Development Bank that determined that these entities would provide Argentina with total financing of US$ 1,310 million.
Moreover, in the press release dated May 13, 2024, the IMF announced that the IMF Executive Board and Argentine authorities reached an agreement on the eighth review under the agreement with Argentina. As a result, the Board's decision allowed an immediate disbursement of approximately US$ 800 million (or SDR 600 million), bringing the total disbursements under the agreement to approximately US$ 41.4 billion. Furthermore, recently the Argentine Congress validated the presidential decree authorizing the execution of a new debt refinancing agreement with the IMF. The Staff-Level Agreement with the International Monetary Fund (“IMF”) aims to reduce the fiscal deficit, inflation and subsidies, among other objectives, with the goal of promoting macroeconomic stability and addressing structural challenges to strengthen support for sustainable and inclusive growth.
On March 19, 2025, the Argentine Congress validated a presidential decree authorizing the execution of a new debt refinancing agreement with the IMF. Pursuant to the technical agreement reached on April 8, 2025, this arrangement provides for a new extended funding facility of US$ 20 billion over a 48-month period, which was approved by the IMF Executive Board on April 11, 2025.
However, there can be no assurance that Argentina will have access to international or domestic financial markets on favorable terms, or at all. Any limitation on such access could adversely affect the projected capital expenditures for our operations in Argentina and, in turn, have an adverse effect on our financial condition and results of operations.
If current fiscal surplus is not maintained, the Argentine economy could be adversely affected, negatively impacting our operations, our capital expenditure program and our ability to service our foreign currency liabilities.
In the past, Argentina has had severe macroeconomic imbalances, including frequent and extreme fiscal deficits. Since 1961, the Argentine government has had yearly fiscal deficits approximately 90% of the time, resulting in highly vulnerable macroeconomic conditions. The Argentine government has financed its fiscal deficit mainly in two ways: (i) by relying on external debt issuances, which has historically led to rapid increases in public debt levels; and (ii) by having the BCRA issue currency, which has led to high inflation and, in certain cases, hyperinflation. As a result of the measures taken by Javier
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Milei’s administration, the Argentine government reported continued monthly fiscal surpluses, resulting in an annual surplus of approximately 0.8% of GDP as of December 2025. This reflects the continuation of fiscal consolidation efforts and marks the first time since the early 2000s that Argentina has recorded two consecutive years of positive fiscal balances.
Failure by Javier Milei’s or subsequent administrations to maintain the current fiscal surplus and reversion to historical deficits could lead to growing levels of uncertainty regarding Argentina’s macroeconomic conditions. In particular, it could lead to growing inflation rates and unanticipated foreign exchange depreciation and balance of payments crises, higher local vulnerability to international credit crises or geopolitical shocks, higher interest rates and erratic monetary policies, a reduction in real salaries and as a consequence, in private consumption, and a reduction in growth rates. This level of uncertainty, over which we have no control, may adversely affect our financial condition and results of operations.
Because foreign direct investment remains stagnant in Argentina, it may become impossible for Argentina and its provinces to meet their debt obligations in the future, since Argentina’s foreign currency needs would severely overcome its foreign currency sources. If this level of uncertainty prevails on international investors, Argentina may suffer a “sudden stop” event, where investors stop lending money to Argentine institutions. This, in turn, may result in large capital outflows that could not only force the Argentine government to default on its debt, but also generate a rapid and unanticipated depreciation of the Peso, a hike in local interest rates and a probable banking system crisis if bank deposits are largely withdrawn following social unrest. If a balance of payments crisis were to occur, a large depreciation of the Peso against the U.S. dollar could adversely affect our ability to meet our foreign currency obligations. Furthermore, the negative effect such a crisis could have on the growth rates of the Argentine economy and its consumption patterns could have a material adverse effect on our business, financial condition and result of operations.
Failure to adequately address actual and perceived risks of institutional corruption may adversely affect the economy and financial condition of the emerging markets in which we operate.
A lack of a solid and transparent institutional framework for contracts with the Argentine government and its agencies and corruption allegations have affected and continue to affect Argentina. Argentina ranked 99 of 180 in the Transparency International's 2024 Corruption Perceptions Index. The Argentine government's ability to implement initiatives aimed at strengthening Argentina's institutions and reducing corruption is uncertain as it would be subject to independent review by the Judicial Branch, as well as legislative support from opposition parties. There can be no assurance that the implementation of these measures by the Argentine government will be successful in stopping institutional deterioration and corruption.
Moreover, in the past, members of the Brazilian government and of the Brazilian Legislative Branch have faced allegations of political corruption. Notably, between 2014 and 2021, the Car Wash Operation (Operação Lava-Jato) — a wide-ranging anti-corruption investigation conducted by Brazilian federal prosecutors — resulted in the arrest and conviction of numerous senior federal officials, congressmen, and business executives. The operation was formally wound down in February 2021, and certain of its prosecutorial activities were subsequently subject to review by the Brazilian Supreme Court (STF), which issued rulings addressing the jurisdiction and impartiality of the investigations. The legal and political legacy of these events continues to influence the Brazilian institutional environment. Any political crisis could worsen the economic conditions in Brazil, which may adversely affect our results of operations and financial condition
Finally, under Brazilian law, real property ownership is normally transferred by means of a transfer deed, and subsequently registered at the appropriate real estate registry office under the corresponding real property record. There are uncertainties, corruption and fraud relating to title ownership of real estate in Brazil, mostly in rural areas. In certain cases, the real estate registry may register deeds with errors, including duplicate and/or fraudulent entries, and, therefore, deed challenges frequently occur, leading to judicial actions and police investigations. Property disputes over title ownership are frequent in Brazil, and, as a result, there is a risk that errors, fraud or challenges could adversely affect us.
Laws on the foreign ownership of rural properties may adversely affect our results of operations and future investments in rural properties.
In Argentina, Law No. 26,737/2011 and Decree No. 274/2012, as amended and supplemented by Decree No. 820/2016, impose limits on the ownership or possession of rural properties by foreign legal entities or certain foreign individuals. Under these rules, foreign ownership of rural land may not exceed 15% of the total amount of rural land in the Argentine territory and in the province, department or municipality where the relevant lands are located. Foreign ownership is defined as the ownership (whether by acquisition, transfer, assignment of rights or otherwise) of rural land by: (i) certain foreign individuals, regardless of whether they are Argentine residents; (ii) legal entities where foreign individuals or entities own, directly or indirectly, a number of votes sufficient to direct the entity’s decision-making process (which is presumed in the case of an equity interest greater or equal to 51%); (iii) companies that issue bonds (a) convertible in stock representing 25% or
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more of the company’s stock upon conversion and (b) whose holders are foreign individuals or entities; (iv) trusts whose beneficiaries are foreign individuals or entities holding an interest of at least 25%; (v) joint ventures in which foreign entities or individuals hold an interest greater than as set forth in the law; (vi) foreign, public law-governed legal entities; and (vii) associations or de facto corporations in which foreigners hold an interest greater than as set forth in the law or which are controlled by foreigners. A National Registry of Rural Land (Registro Nacional de Tierras Rurales), or the “RNTR,” was made in charge of enforcement of this framework.
In addition, foreign entities or individuals of a single nationality cannot own more than 4.5% of rural land in Argentina, and a single foreign entity or individual may not own more than 1,000 hectares in a certain “core area” or the “equivalent surface,” as set by the Interministerial Council of Rural Land (Consejo Interministerial de Tierras Rurales), in accordance with the provinces’ proposal, specifying districts, sub-regions or areas and taking into consideration the location of the land, the proportion of the land area in respect of the total territory of the relevant province, department or municipality and, the quality of the land for use and exploitation. Moreover, foreign legal entities or individuals may not own rural land that contains or is located next to permanent and significant bodies of water. Any change to the capital stock of companies that own or possess rural land that results in a direct or indirect change of control must be reported to the RNTR within 30 days. As an exception, Decree No. 820/2016 provides that a foreign legal entity or individual may exceed the ownership thresholds for up to 90 days, provided they reduce ownership to the legal limit by (i) transferring or causing any of its controlled legal entities to transfer the amount of rural land that exceeds the legal limit, (ii) modifying or causing any of its controlled legal entities to modify the type of exploitation awarded to rural lands owned by such foreign legal entity, or (iii) transferring its interest to permitted legal entities under Law No. 26,737.
Law No. 26,737 initially provided that vested rights were not to be affected by its application. Decree No. 820 further clarified this and set forth that foreign entities or individuals who owned rural land in excess of the ownership threshold when the Law No. 26,737 came into effect (i) are not required to transfer such rural land in excess, and (ii) in the event of transfer of rural lands acquired before Law No. 26,737 came into force, can acquire the equivalent to such transferred rural land, provided that the legal limits established for its use and location were complied with at the time of such acquisition. As such, the application of these laws does not have an adverse effect on the current rural land owned by our Argentine subsidiaries. However, our Argentine subsidiaries may be prevented from acquiring additional rural land in Argentina, which may adversely affect our financial condition and results of operations.
Recently, Section 154 of DNU 70/2023 has repealed Law No. 26,737. In addition to the control by Congress, DNU 70/23 is also subject to judicial review as to its constitutionality in cases arising from its entry into force or application. Recently, the Federal Court of Appeals in La Plata, in a class action promoted by an association of Former Combatants of Malvinas Islands, declared the unconstitutionality of Section 154 of DNU 70/23. Even though this ruling is not final, we consider that the repeal of Law 26,737 is currently suspended. It may be a matter of discussion whether this ruling has “erga omnes” (towards all) effects. However, as long as Law No. 26,737 has to be enforced by the Executive Power and it is the defendant of this process, we are of the opinion that Section 154 of DNU 70/23 is suspended. There is a meaningful risk to our business if Section 154 is suspended or declared unconstitutional given that, as set forth above, our Argentine subsidiaries may be prevented from acquiring additional rural land in Argentina, which may adversely affect our financial condition and results of operations.
In Brazil, Law No. 5,709/1971 sets forth certain restrictions on the acquisition of rural property by foreigners. Foreign investors may only acquire rural properties in which agricultural, cattle-raising, industrial or colonization projects are going to be developed as approved by the relevant authorities. The total rural area to be acquired by a foreign investor cannot exceed one quarter of the surface of the municipality where it is located, and foreigners of a single nationality cannot cumulatively own more than 10% of the surface of the respective municipality. The acquisition or possession (or any in rem right) by a foreign person of rural property located in an area of national security (i.e. at or near the Brazilian border) must be previously approved by the General Office of the National Security Council (Secretaria-Geral do Conselho de Segurança Nacional). Moreover, under Law No. 8,629/1993, these restrictions are also applicable to rural lease agreements; however, agriculture partnerships agreements (parcerias agrícolas) are not subject to these restrictions. The acquisition or lease by a foreign person of rural property exceeding 100 indefinite use units (módulos de exploração indefinida), a unit of measurement set by the National Institute of Colonization and Land Reform (Instituto Nacional de Colonização e Reforma Agrária), or “INCRA,” must be previously approved by the Brazilian Congress.
Between June 7, 1994 and August 22, 2010, the prevailing view was that Law No. 5,709 did not apply to Brazilian companies directly or indirectly controlled by foreign investors. However, an August 23, 2010 opinion by the Brazilian Solicitor-General’s Office (Advocacia-Geral da União), which was ratified by the President of Brazil, modified this view to confirm that Brazilian entities controlled by foreigners should be subject to these restrictions. We believe, and it is now
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generally held, that the recorded acquisition of rural land by Brazilian companies directly or indirectly controlled by foreigners prior to August 23, 2010 is not affected by this change in position.
Any new rural land acquisitions by us are nonetheless subject to these restrictions, the waiver of which may be burdensome and time consuming. In order to obtain the authorization for the acquisition or lease of rural properties, foreign investors must present a project proposal to INCRA describing: (i) the relationship between the property and the envisioned project; (ii) the physical and financial schedule of the investment and implementation of the project; (iii) whether governmental funds will finance the project; (iv) the logistical viability of the project and proof of compatibility between the envisioned site and the geographic location of the land; and (v) proof of compatibility with the environmental zoning rules relating to the location of the property. While we conduct our operations in Brazil through local subsidiaries, we would be considered a foreign controlled entity within the meaning of these restrictions. Therefore, if we are unable to comply with these restrictions and obtain the required approvals in connection with future acquisitions or lease transactions, our business plan, contemplated expansion in Brazil and results of operations would be adversely affected. In addition, there can be no assurance that future legislation will not further restrict the acquisition of rural land by Brazilian companies controlled by foreign holders.
An increase in export and import duties and controls may have an adverse impact on our sales.
The Argentine government has historically imposed duties on the exports of various primary and manufactured products, including some of our products. Nevertheless, export duties have been modified according to Decree No. 38/2025, which sets a decrease in the rate until June 30, 2025. The export duty rate was decreased from 26% to 24% for soybean, 24-24.5% to 22-22.5% for soybean oil (depending on the applicable tariff code), 9.5% to 7.5% for soybean flour, and 26% to 21% for biodiesel. While these specific temporary rates expired, the administration subsequently enacted a new structural reform in late 2025, establishing a permanent and gradual phase-out schedule for export duties on major agricultural commodities. Under this new framework, export duty rates are scheduled to decrease incrementally on a semi-annual basis through 2027, aimed at eventually eliminating such taxes to enhance international competitiveness. However, the pace and continuity of this reduction schedule remain subject to the government’s ability to maintain fiscal balance and could be modified by future regulations depending on macroeconomic conditions.
Most other agricultural products, such as fresh fruit and vegetables, usually grown in specific regions, were set at a 0% export duty rate. Most industrial and manufactured goods have had their export duty rates reduced throughout 2022, 2023, 2024 and 2025. The Social Solidarity Law established new caps to set the export duty rate of all goods included in the tariff positions of the Common Mercosur Nomenclature. Even though most goods have a maximum 12.0% ad valorem export duty rate, there are special lower caps for some agricultural products from specific regions and industrial goods.
There can be no assurance that export duties will not be increased in the future or that new export taxes, quotas or other restrictions on imports and exports will not be imposed. Any such measures, including significant increases in existing export duties or the introduction of export quotas or other trade restrictions, could adversely affect our financial condition and results of operations. Although this risk may be partially mitigated by the recently signed trade agreement between the United States and Argentina, under which both countries have committed to reducing tariffs on more than 1,600 Argentine products, there can be no assurance as to the timing, scope or effectiveness of such measures.
As of January 1, 2022, the Executive Branch no longer has delegated authority to increase export duty rates. Accordingly, any export duties imposed without proper legislative authorization could be subject to constitutional challenge in Argentine courts. Notwithstanding the absence of such delegated powers, during 2024 and 2025 the Federal Executive implemented reductions in export duties for certain sectors, including agricultural commodities, dairy, meat products and fruits, in some cases on a temporary basis, in order to promote exports.
On December 26, 2023, Resolution No. 523/2017 of the National Secretariat of Commerce was repealed. This resolution had required prior approval from local authorities, through the Argentine Import System (Sistema de Importaciones de la República Argentina, or “SIRA”), for both automatic and non-automatic import licenses covering all tariff positions under the MERCOSUR Common Nomenclature for goods imported for consumption. The SIRA regime was initially replaced by the Import Statistical System (Sistema Estadístico de Importaciones, or “SEDI”), which was subsequently repealed in February 2025 by Joint General Resolution No. 5651/2025 (issued by ARCA and the Secretariat of Industry and Commerce). As a result, importers are no longer required to obtain prior authorization or await government validation to import goods.
In addition, the Executive Branch has eased technical and qualitative requirements applicable to the importation and commercialization of goods in Argentina. Through Decree No. 892/2025, the government introduced measures aimed at streamlining international trade. As of February 15, 2026, technical requirements applicable to imports are deemed satisfied if
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the goods comply with the standards required for their entry and/or commercialization in certain international markets designated as “high vigilance countries.” However, the decree also limits the scope of this flexibilization, as certain categories of goods—particularly those subject to health and sanitary oversight—remain subject to specific requirements or are excluded altogether.
Furthermore, on April 15, 2025, through Communication “A” 8226, the BCRA revised the payment framework for imports of goods, allowing Argentine residents to access the foreign exchange market, without prior BCRA approval, to make payments for imports upon customs entry registration. Such access remains subject to compliance with the general requirements established under Argentine foreign exchange regulations.
See “Item 10. Additional Information—D. Exchange Controls.”
Changes in tax laws, incentives, benefits and regulations may have a material adverse impact on the taxes applicable to our business and may increase our tax burden.
Changes in tax laws, regulations, related interpretations and tax accounting standards in Brazil, Argentina, Uruguay, Luxembourg or the United States may result in a higher tax rate on our earnings, which may significantly reduce our profits and cash flows from operations.
The Brazilian government frequently implements changes to the Brazilian tax regime that may affect us and our clients. These changes include changes in prevailing tax rates and, occasionally, imposition of temporary taxes, the proceeds of which are earmarked for designated Brazilian government purposes. Some of these changes may result in increases in our tax payments, which could adversely affect industry profitability and increase the prices of our products, restrict our ability to do business in our existing and target markets and cause our financial results to suffer.
For example, the consumption tax reform enacted through Constitutional Amendment 132/23 could have a direct or indirect impact on our operations and financial performance. See “—Governments have a high degree of influence in the economies in which we operate, which could adversely affect our results of operations or financial condition.”
On November 26, 2025, Brazil enacted Law No. 15,270/2025 (converting Bill No. 1,087/2025), ending approximately three decades of exemption from dividend taxation. Effective January 1, 2026, the law introduces a 10% withholding income tax (IRF) on profits and dividends remitted abroad to non-resident shareholders, whether individuals or legal entities, regardless of the amount or domicile of the beneficiary.
As a Luxembourg-based holding company that relies on dividends from our Brazilian operating subsidiaries to meet financial obligations and pay dividends to our shareholders and ADS holders, Law No. 15,270/2025 represents a material change to our tax cost structure. The 10% withholding tax on remittances abroad will increase the effective tax burden on profit repatriation, which could adversely affect our ability to pay dividends and our results of operations.
The law also establishes a transitional exemption under which profits and dividends related to fiscal years ending on or before December 31, 2025, that have been formally approved for distribution by the relevant corporate governance body by that date, may be distributed until December 31, 2028 without being subject to the new withholding tax. For this exemption to apply, both conditions must be satisfied cumulatively.
In practice, this transitional rule creates significant operational challenges for Brazilian companies, as financial results for fiscal year 2025 are unlikely to have been finalized, audited, and approved by December 31, 2025 given that such approvals typically occur at annual general meetings held in the first quarter of the following year. Brazilian legal commentators have also identified potential inconsistencies between the transitional rule and Brazil’s Corporations Law (Law No. 6,404/1976), which generally requires dividends to be paid in the same fiscal year in which they are declared. Regulatory guidance from the Federal Revenue Service (Receita Federal) on the application of this transitional rule remains pending, and there can be no assurance that distributions made in reliance on the exemption will not be challenged by tax authorities.
The Brazilian government regularly enacts reforms to the tax and other assessment regimes to which we and our customers are subject. Such reforms include changes in tax rates and, occasionally, enactment of temporary levies, the proceeds of which are earmarked for designated governmental purposes. The effects of these changes and any other changes that result from the enactment of additional tax reforms cannot be quantified and there can be no assurance that any such reforms would not have an adverse effect upon our business. Furthermore, such changes may produce uncertainty in the financial system, increasing the cost of borrowing and contributing to an increase in our non-performing credit portfolio. The effects of these
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changes and any other change that could result from the enactment of additional legislation cannot be quantified. There can be no assurance that we will be able to maintain our projected cash flow and profitability following any increases in Brazilian taxes applicable to us and our operations.
We are also subject to review of the interpretation of certain laws by the Brazilian Judiciary, which may result in adverse tax consequences for us. For example, in February 2023, the Federal Supreme Court, by unanimous vote, concluded that favorable judicial decisions to taxpayers (res judicata) must be automatically voided if, after such decisions were issued, the Supreme Court reaches a different conclusion on the subject matter in question. That is, if a company obtained authorization from a court to stop withholding a specific tax in the past, such authorization will automatically expire upon confirmation by the Brazilian Supreme Court that the withholding of such tax is legitimate and due. Accordingly, if pro-taxpayer court decisions are reversed by the Brazilian Supreme Court, and we have benefited from any such decisions, our business, financial performance and operating results could be negatively affected.
Similarly, the Argentine government frequently implements changes to the Argentine tax regime. In this sense, Argentina has experienced frequent and significant changes in its tax legislation over the past several years. These changes have affected a wide range of tax matters, including corporate income tax, dividend taxation, employer contributions, indirect taxes, and international tax rules. Such amendments are often introduced with limited notice and may apply retroactively, creating uncertainty for taxpayers and complicating long-term business planning.
In particular, major tax reforms were introduced through Law No. 27,430 in 2017 and subsequent legislation, including the Social Solidarity and Productive Reactivation Law in 2019, Law No. 27,630 in 2021 and Law 27,743 in 2024. These reforms modified the applicable corporate tax rates—transitioning from a flat rate to a progressive scale —and introduced a withholding tax on dividends and other profit distributions made by Argentine companies to Argentine resident individuals and foreign beneficiaries. Moreover, inflation adjustment mechanisms, which affect the determination of taxable income, were reinstated under certain conditions, adding further complexity to the tax compliance process.
Further, the sale, exchange or disposition of shares and other securities not trading in, or listed on, capital markets and securities exchanges by resident individuals and foreign beneficiaries in general is subject to tax at a rate of 15%. Non-residents can opt to be taxed at a rate of 15% on the net gain or 13.5% on the gross amount of the transaction, at the option of the seller.
In addition to income tax, other areas of the tax system have also been modified these past years. For instance, in 2020, new taxes were introduced on the acquisition of digital services and cross-border transactions, while changes in employer contribution schemes and tax rates applicable to equity holdings have increased the effective tax burden for companies operating in Argentina. Although some of these measures have been repealed or adjusted, the tax landscape remains volatile.
In the United States, the Trump administration has indicated the intent to propose significant changes to the U.S. tax system. Many aspects of these potential proposals are unclear or undeveloped and we are unable to predict which, if any, U.S. tax reform proposals will be enacted into law, and what effects any enacted legislation might have on our tax liabilities. The likelihood of these changes being enacted or implemented is unclear. We are currently unable to predict whether such changes will occur and, if so, the ultimate impact on our business.
Furthermore, the Company is within the scope of the OECD (Organization for Economic Cooperation and Development) Pillar Two model rules (the Global Anti-base Erosion rules or GloBE). Pillar Two legislation was enacted in Luxembourg, the jurisdiction in which the company is incorporated, and came into effect from January 2024. Under Pillar Two, the Company is liable to pay a top-up tax for the difference between its GloBE effective tax rate per jurisdiction and the 15% minimum rate. We did not recognize any such liabilities in any jurisdiction for the year ended December 31, 2025.
These and other changes in Brazilian and Argentine tax laws could adversely affect our operations, financial condition and cash flows.
We receive certain tax benefits from Brazilian tax authorities, and there can be no assurance that such benefits will be maintained or renewed.
We receive certain tax benefits by virtue of our production facilities and investment projects in underdeveloped regions in Brazil. These tax incentives reduce the amount of Brazilian sales tax ICMS, due in the state of Mato Grosso do Sul as a result of the Ivinhema and Angélica mills. These benefits were most recently renewed until 2032.
However, Supplementary Law No. 214/2025, which implements Constitutional Amendment No. 132/2023, establishes a mandatory phase-out schedule for ICMS at the national level. Under this schedule, ICMS rates will gradually decline
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beginning in 2029 and will be fully replaced by the new IBS by 2033. As a result, even if our ICMS benefits remain nominally valid through 2032, their economic value is expected to diminish starting in 2029 as ICMS is progressively reduced and ultimately eliminated. There can be no assurance that the transitional mechanisms provided under LC 214/2025 or subsequent regulations will preserve the economic value of our existing ICMS benefits throughout the reform period.
There can be no assurance that the tax incentives we currently benefit from will be maintained, renewed or that we will obtain new tax incentives on favorable terms. In the event we fail to comply with specific obligations to which we are subject in connection with the tax benefits described above, such benefits may be suspended or canceled, or we may be required to pay the taxes due in full, plus penalties, which may adversely affect us.
Additionally, Constitutional Amendment No. 132/2023 and Complementary Law No. 214/2025 provide for the creation of a Fiscal Benefits Compensation Fund (Fundo de Compensação de Benefícios Fiscais), intended to provide transitional compensation to states and taxpayers holding ICMS incentive agreements that would be adversely affected by the reform. However, the detailed rules governing the Fund, including eligibility criteria, the methodology for calculating compensation, and the procedures for claiming compensation, remain subject to further regulation by the IBS Management Committee (Comitê Gestor do IBS) and additional complementary legislation. There can be no assurance that the transitional mechanisms associated with the Compensation Fund will preserve the full economic value of our existing ICMS benefits during the phase-out period, or that we will qualify for compensation in an amount equivalent to the benefits we currently receive. Any failure of these mechanisms to fully offset the erosion of our ICMS incentives could increase our effective tax burden and adversely affect our results of operations and financial condition.
Risks Related to Our Common Shares
The price of our common shares may be highly volatile.
We cannot predict the extent to which investor interest in our common shares will create or be able to maintain an active trading market, or how liquid that market will be in the future. The market price of our common shares may be volatile and may be influenced by many factors, some of which are beyond our control, including:
•the failure of financial analysts to cover our common shares or changes in financial estimates by analysts;
•actual or anticipated variations in our operating results;
•changes in financial estimates by financial analysts, or any failure by us to meet or exceed any of these estimates, or changes in the recommendations of any financial analysts that elect to follow our common shares or the shares of our competitors;
•announcements by us or our competitors of significant contracts or acquisitions;
•future sales of our common shares; and
•investor perceptions of us and the industries in which we operate.
In addition, the equity markets in general have experienced substantial price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of particular companies affected. These broad market and industry factors may materially harm the market price of our common shares, regardless of our operating performance. In the past, following periods of volatility in the market price of certain companies’ securities, securities class action litigation has been instituted against these companies. This litigation, if instituted against us, could adversely affect our financial condition or results of operations.
Our status as a “foreign private issuer” exempts us, and our status as a “controlled company” within the meaning of the NYSE corporate governance rules further exempts us, from certain rules under the U.S. securities laws, which results in less information about us being available to investors than for U.S. companies, and may make our common shares less attractive to investors.
The corporate governance rules of the NYSE require listed companies to have, among other things, a majority of independent directors and independent director oversight of executive compensation, nomination of directors and corporate governance matters. As a “foreign private issuer” in the United States, we are permitted to, and we do, follow home country practice for certain requirements, and we are exempt from certain rules under the U.S. securities laws and are permitted to file less information with the SEC than U.S. companies. As long as we rely on the foreign private issuer exemption to certain of the
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NYSE corporate governance standards, a majority of the directors on our board of directors are not required to be independent directors, our compensation committee is not required to be composed entirely of independent directors and director nominations are not required to be made, or recommended to our full board of directors, by a nominations committee that consists entirely of independent directors. We are also exempt from certain rules under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that impose certain disclosure obligations and procedural requirements for proxy solicitations under Section 14 of the Exchange Act. In addition, our officers, directors, and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act and the rules under the Exchange Act with respect to their purchases and sales of our common shares. Moreover, we are not required to file periodic reports and financial statements with the SEC as frequently or as promptly as companies that are not “foreign private issuers” whose securities are registered under the Exchange Act. In addition, we are not required to comply with Regulation FD promulgated by the SEC under the Exchange Act, which restricts the selective disclosure of material information. As a result, the management oversight of our Company may be more limited than if we were subject to all of the NYSE corporate governance standards, and our shareholders may not have access to information they deem important, which may result in our common shares being less attractive to investors.
In addition, we are a “controlled company” within the meaning of the NYSE corporate governance rules. A “controlled company” is a company of which more than 50% of the voting power is held by an individual, group or another company. Following the consummation of the Offer, Tether controls a majority of the combined voting power of our outstanding shares. As a controlled company, we are eligible to elect not to comply with certain requirements of the NYSE corporate governance standards, including the requirement that a majority of our board of directors consist of independent directors and that our compensation committee and nominating sub-committee be composed entirely of independent directors. Accordingly, our shareholders do not have the same protections afforded to shareholders of companies that are subject to all of the NYSE corporate governance standards.
We are a Luxembourg corporation (“société anonyme”) and it may be difficult for you to obtain or enforce judgments against us or our executive officers and directors in the United States.
We are organized under the laws of the Grand Duchy of Luxembourg. Most of our assets are located outside the United States. Furthermore, most of our directors and officers and experts reside outside the United States, and most of their assets are located outside the United States. As a result, you may find it difficult to effect service of process within the United States upon these persons or to enforce judgments outside the United States obtained against us or these persons in U.S. courts, including judgments in actions predicated upon the civil liability provisions of the U.S. federal securities laws. Likewise, it may also be difficult for you to enforce in U.S. courts judgments obtained against us or these persons in courts located in jurisdictions outside the United States, including actions predicated upon the civil liability provisions of the U.S. federal securities laws. It may also be difficult for an investor to bring an action in a Luxembourg court predicated upon the civil liability provisions of the U.S. federal securities laws against us or these persons. Luxembourg law confers to shareholders the right to bring a derivative action on our behalf only in limited circumstances and, subject to certain conditions.
Service of process within Luxembourg upon the Company may be possible, provided that The Hague Convention on the Service Abroad of Judicial and Extrajudicial Documents in Civil or Commercial Matters of November 15, 1965 is complied with. As there is no treaty in force on the reciprocal recognition and enforcement of judgments in civil and commercial matters between the United States and the Grand Duchy of Luxembourg, courts in Luxembourg will not automatically recognize and enforce a final judgment rendered by a U.S. court. The enforceability in Luxembourg courts of judgments entered by U.S. courts will be subject prior to any enforcement in Luxembourg to the procedure and the conditions set forth in particular in the Luxembourg civil procedure code and/or established by court interpretation, which conditions may include the following and which may evolve:
•the judgment of the U.S. court is final and duly enforceable (exécutoire) in the United States and has not been fully enforced in the United States and/or any other jurisdiction;
•the U.S. court had jurisdiction over the subject matter leading to the judgment (based on the verification of a characterized link of connection of the litigation to the judge of origin);
•the U.S. court has applied to the dispute the substantive law which would have been applied by Luxembourg courts;
•the judgment was granted following proceedings where the counterparty had the opportunity to appear, and if it appeared, to present a defense and other conditions for a fair trial have been complied with taking into account all facts and circumstances whether occurring before, during or after trial or issue and delivery of the judgment, and the judgment has not been obtained by reason of fraud;
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•the judgment of the U.S. court does not contravene Luxembourg international public policy (as such term is interpreted under the laws of Luxembourg); and
•the absence of contradiction between such judgment and an already issued judgment of a Luxembourg court.
Under our articles of incorporation, we indemnify and hold our directors harmless against all claims and suits brought against them, subject to limited exceptions. Under our articles of incorporation, to the extent allowed or required by law, the rights and obligations among or between us, any of our current or former directors, officers and company employees and any current or former shareholder will be governed exclusively by the laws of Luxembourg and subject to the jurisdiction of the Luxembourg courts, unless such rights or obligations do not relate to or arise out of their capacities as such. Although there is doubt as to whether U.S. courts would enforce such provision in an action brought in the United States under U.S. securities laws, such provision could make the enforcement of judgments obtained outside Luxembourg more difficult as to the enforcement against our assets in Luxembourg or jurisdictions that would apply Luxembourg law.
Our shareholders may have more difficulty protecting their interests than they would as shareholders of a U.S. corporation, which could adversely impact trading in our common shares and our ability to conduct equity financings.
Our corporate affairs are governed by our articles of incorporation and the laws of Luxembourg, including the laws governing public joint stock companies (sociétés anonymes). The rights of our shareholders and the responsibilities of our directors and officers under Luxembourg law are different from those applicable to a corporation incorporated in the United States. In addition, Luxembourg law governing the securities of Luxembourg companies may not be as extensive as those in effect in the United States, and Luxembourg law and regulations in respect of corporate governance matters may not be as protective of minority shareholders as state corporation laws in the United States. Therefore, our shareholders may have more difficulty in protecting their interests in connection with actions taken by our directors and officers or our principal shareholders than they would as shareholders of a corporation incorporated in the United States.
Neither our articles of incorporation nor Luxembourg law provide for appraisal rights for dissenting shareholders in certain extraordinary corporate transactions that may otherwise be available to shareholders under certain U.S. state laws. As a result of these differences, our shareholders may have more difficulty protecting their interests than they would as shareholders of a U.S. issuer.
Luxembourg and European Union insolvency and bankruptcy laws and regulations are substantially different from U.S. insolvency laws and may offer our shareholders less protection than they would have under U.S. insolvency and bankruptcy laws.
As a company organized under the laws of the Grand Duchy of Luxembourg and with its registered office in Luxembourg, we are subject to Luxembourg and European Union insolvency and bankruptcy laws and regulations in the event any insolvency proceedings are initiated against us including, among others, Council and European Parliament Regulation (EU) 2015/848 of 20 May 2015 on insolvency proceedings (recast). Should courts in another European Union Member State determine that the insolvency and bankruptcy laws of that Member State apply to us (or to certain of our assets) in accordance with and subject to such European Union regulations, the courts in that Member State could have jurisdiction over the insolvency proceedings initiated against us. Insolvency and bankruptcy laws in Luxembourg or the relevant other European Union Member State, if any, may offer our shareholders less protection than they would have under U.S. insolvency and bankruptcy laws and make it more difficult for them to recover the amount they could expect to recover in a liquidation under U.S. insolvency and bankruptcy laws.
Our ability to pay dividends is restricted under Luxembourg law.
Our articles of incorporation and the Luxembourg law of August 10, 1915, on commercial companies as amended from time to time (loi du 10 août 1915 sur les sociétés commerciales telle que modifiée), require a general shareholders’ meeting to approve any dividend distribution, except as set forth below.
Our ability to declare dividends under Luxembourg corporate law is subject to the availability of distributable earnings or available reserves, including share premium. Moreover, we may not be able to declare and pay dividends more frequently than annually. As permitted by Luxembourg corporate law, our articles of incorporation authorize the declaration of dividends more frequently than annually by the Board of Directors in the form of interim dividends so long as the amount of such interim dividends does not exceed total net profits made since the end of the last financial year for which the annual accounts have been approved, plus any profits carried forward and sums drawn from reserves available for this purpose, less the aggregate of the
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prior financial year’s accumulated losses, the amounts to be set aside for the reserves required by Luxembourg law or by our articles of incorporation for the prior financial year.
We are a holding company and depend on the ability of our subsidiaries to distribute funds to us in order to satisfy our financial obligations and to make dividend payments, which they may not be able to do.
We are a holding company, and our subsidiaries conduct all of our operations. We own no material assets other than the equity interests in our subsidiaries. As a result, our ability to make dividend payments depends on our subsidiaries and their ability to distribute funds to us. If we are unable to obtain funds from our subsidiaries, we will be unable to distribute dividends. We do not intend to seek to obtain funds from other sources to pay dividends.