AGRO Ownership Update: Tether Controls 72% Stake per SEC Filing

Rhea-AI Filing Summary

The filed Schedule 13D/A (Amendment No. 13) discloses that Tether Holdings, S.A. de C.V., its subsidiary Tether Investments, S.A. de C.V., and individual reporting person Giancarlo Devasini collectively beneficially own 72,402,171 Adecoagro S.A. (AGRO) common shares. Based on the issuer’s 99,993,156 shares outstanding as of 4 April 2025, the filing represents a 72.4 % ownership stake, giving the group majority voting and dispositive control.

• Voting/Dispositive Power: All reporting persons have shared voting and shared dispositive power over the full share block; none have sole power.
• Citizenship/Organization: Tether entities are organized in El Salvador, while Mr. Devasini is an Italian citizen.
• Structural Update: The amendment reflects the re-domiciliation of the Tether entities from the British Virgin Islands to El Salvador and consolidates prior 12 amendments filed between Aug-2024 and Jun-2025.

Item 1 confirms the security (AGRO common shares) and issuer details; Item 5 reiterates the aggregate holding and states no other persons have an economic interest. The filing includes Schedule B (open-market purchases) but the transaction details are not provided in the excerpt.

In essence, the document formalizes Tether’s controlling position in Adecoagro, providing updated legal and ownership information but does not state any change in investment intent or new transactions.

Insights

Securities Analyst

TL;DR: Filing confirms Tether group’s 72.4 % controlling stake in AGRO; no new purchase details disclosed, but majority control is now formally documented.

The amendment crystallises that Tether Holdings and its subsidiary own over two-thirds of Adecoagro’s equity, translating into effective control of shareholder votes and corporate decisions. While this does not entail fresh capital inflow or operational guidance, it is material for valuation models that incorporate control premiums, float calculations and takeover protections. No intentions to acquire additional shares or to dispose are communicated, keeping outlook neutral. Investors should note that with such concentration, future governance and liquidity dynamics hinge largely on Tether’s objectives.

Corporate Governance Specialist

TL;DR: Majority ownership disclosure raises governance concentration issues but presents no explicit corporate action; impact classified as neutral yet highly noteworthy.

A single shareholder group now wields >70 % of voting power, satisfying "control" in most jurisdictions. Minority investors may experience reduced influence on board matters, strategic direction and potential related-party transactions. However, the filing neither proposes a squeeze-out nor signals governance changes. Because the amendment merely restates ownership and legal domicile, without altering rights or protections, I view immediate market impact as informational, not transactional. Ongoing monitoring of any subsequent tender offers or charter amendments is advised.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 13)

ADECOAGRO S.A.

(Name of Issuer)

Common Shares, par value $1.50 per share

(Title of Class of Securities)

L00849106

(CUSIP Number)

Tether Holdings, S.A. de C.V.
Final Av. La Revolucion, Edif. Centro, Corporativo Presidente Plaza Nivel 12
San Salvador, H3, 00000
443333355842

Daniel Woodard
McDermott Will & Emery LLP, One Vanderbilt Avenue
New York, NY, 10017
(212) 547-5400

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

07/08/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. L00849106

1

Name of reporting person

Tether Holdings, S.A. de C.V.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

EL SALVADOR

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 72,402,171.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 72,402,171.00

11

Aggregate amount beneficially owned by each reporting person

72,402,171.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

72.4 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Note in relation to Items 8, 10 and 11: Includes 72,402,171 common shares, par value $1.50 per share ("Common Shares") of Adecoagro S.A. held by Tether Investments, S.A. de C.V., a controlled subsidiary of Tether Holdings, S.A. de C.V. Note in relation to Item 13: This percentage is calculated based upon 99,993,156 Common Shares outstanding as of the close of business on April 4, 2025, as reported in the Issuer's Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 25, 2025.

SCHEDULE 13D

CUSIP No. L00849106

1

Name of reporting person

Tether Investments, S.A. de C.V.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

EL SALVADOR

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 72,402,171.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 72,402,171.00

11

Aggregate amount beneficially owned by each reporting person

72,402,171.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

72.4 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Note in relation to Item 13: This percentage is calculated based upon 99,993,156 Common Shares outstanding as of the close of business on April 4, 2025, as reported in the Issuer's Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 25, 2025.

SCHEDULE 13D

CUSIP No. L00849106

1

Name of reporting person

Giancarlo Devasini

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

ITALY

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 72,402,171.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 72,402,171.00

11

Aggregate amount beneficially owned by each reporting person

72,402,171.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

72.4 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Note in relation to Items 8, 10 and 11: Includes 72,402,171 Common Shares held by Tether Investments, S.A. de C.V., a controlled subsidiary of Tether Holdings, S.A. de C.V. Mr. Devasini has a greater than 50% voting interest in Tether Holdings, S.A. de C.V. The reporting person disclaims beneficial ownership of these shares except to the extent of the reporting person's pecuniary interest. Note in relation to Item 13: This percentage is calculated based upon 99,993,156 Common Shares outstanding as of the close of business on April 4, 2025, as reported in the Issuer's Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 25, 2025.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Shares, par value $1.50 per share
(b)	Name of Issuer: ADECOAGRO S.A.
(c)	Address of Issuer's Principal Executive Offices: 28, Boulevard F.W. Raiffeisen, Luxembourg, LUXEMBOURG , L-2411.
Item 1 Comment: This statement on Schedule 13D amends the Schedule 13D of Tether Holdings Limited, a British Virgin Islands business company, Tether Investments Limited, a British Virgin Islands business company, Ludovicus Jan Van der Velde and Giancarlo Devasini that was originally filed with the Securities and Exchange Commission (the "SEC") on August 16, 2024, as amended by Amendment No. 1 filed on September 9, 2024, Amendment No. 2 filed on September 20, 2024, Amendment No. 3 filed on September 30, 2024, Amendment No. 4 filed on October 18, 2024, Amendment No. 5 filed on November 5, 2024, Amendment No. 6 filed on November 18, 2024, Amendment No. 7 filed on February 18, 2025, Amendment No. 8 filed on February 25, 2025, Amendment No. 9 filed on March 17, 2025, Amendment No. 10 filed on March 28, 2025, Amendment No. 11 filed on April 29, 2025 and Amendment No. 12 filed on June 6, 2025 (as amended, the "Schedule 13D") with respect to the Common Shares, par value $1.50 per share ("Common Shares") of Adecoagro S.A., a societe anonyme under the laws of the Grand Duchy of Luxembourg (the "Issuer"). This amendment to the Schedule 13D is being filed by Tether Holdings, S.A. de C.V. (f/k/a Tether Holdings Limited), an El Salvador entity, Tether Investments, S.A. de C.V. (f/k/a Tether Investments Limited), an El Salvador entity ("Tether Investments"), and Giancarlo Devasini (collectively, the "Reporting Persons") and constitutes Amendment No. 13 to the Schedule 13D. Capitalized terms used but not defined herein have the meanings given to such terms in the Schedule 13D. Except as set forth herein, the Schedule 13D is unmodified.
Item 5.	Interest in Securities of the Issuer
(a)	The Reporting Persons beneficially own an aggregate of 72,402,171 Common Shares, representing 72.4% of the outstanding Common Shares.
(b)	Each of the Reporting Persons has voting and dispositive power with respect to the beneficially owned 72,402,171 Common Shares.
(c)	Schedule B sets forth the transactions in the Common Shares effected by the Reporting Persons during the past 60 days.
(d)	None.
(e)	Not applicable.
Item 7.	Material to be Filed as Exhibits.
	Schedule B - Open Market Purchases

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Tether Holdings, S.A. de C.V.

Signature:	/s/ Giancarlo Devasini
Name/Title:	Giancarlo Devasini, President
Date:	07/10/2025

Tether Investments, S.A. de C.V.

Signature:	/s/ Giancarlo Devasini
Name/Title:	Giancarlo Devasini, Sole Administrator
Date:	07/10/2025

Giancarlo Devasini

Signature:	/s/ Giancarlo Devasini
Name/Title:	Giancarlo Devasini, individually
Date:	07/10/2025

FAQ

How many Adecoagro (AGRO) shares do Tether entities now report owning?

The Schedule 13D/A lists 72,402,171 common shares of Adecoagro as beneficially owned by the reporting persons.

What percentage of AGRO’s outstanding shares is held by Tether Holdings?

Tether’s reported stake equals 72.4 % of Adecoagro’s outstanding common shares (based on 99,993,156 shares outstanding).

Who are the reporting persons in the July 10 2025 Schedule 13D/A for AGRO?

The filing lists Tether Holdings, S.A. de C.V., Tether Investments, S.A. de C.V., and Giancarlo Devasini as reporting persons.

Do the reporting persons have sole or shared voting power over AGRO shares?

They hold shared voting and dispositive power over the entire 72,402,171-share block; none have sole power.

What was the triggering event date for this Schedule 13D Amendment No. 13?

The event requiring the filing is dated 07/08/2025.