AGRO Ownership Update: Tether Entities and Devasini Control 73.6%

Rhea-AI Filing Summary

Adecoagro ownership update: This amendment reports that Tether Holdings, its subsidiary Tether Investments and Giancarlo Devasini collectively beneficially own 73,553,625 Common Shares of Adecoagro, representing 73.6% of the outstanding Common Shares. The filing consolidates ownership across the reporting persons and confirms shared voting and dispositive power over the stated shares held through Tether Investments. The amendment notes it modifies a prior Schedule 13D and otherwise leaves the original disclosure unchanged. No acquisitions, dispositions or other financial terms are detailed in the body of this amendment beyond a reference to recent open-market purchases included as an exhibit.

Positive

• Consolidated control: Reporting Persons collectively hold 73.6% of outstanding shares, providing clear, centralized voting authority.
• Transparent disclosure: The amendment updates prior Schedule 13D filings and references exhibited open-market purchases, increasing transparency about recent transactions.

Negative

• High ownership concentration: 73.6% ownership substantially reduces public float and may limit minority shareholder influence.
• Limited transactional detail: The amendment does not disclose purchase prices or timing for the reported holdings within the text (Schedule B referenced but not detailed).

Insights

Financial Analyst

TL;DR: A controlling block of 73.6% concentration materially centralizes voting power and likely changes corporate control dynamics.

The reported 73,553,625 Common Shares equal a dominant ownership stake, giving the Reporting Persons de facto control of shareholder votes and strategic decisions. For investors this concentration reduces free-float and may limit influence from other public holders. The amendment does not disclose purchase prices, timing details beyond a reference to Schedule B, or any change in intent toward the issuer; therefore valuation impact must be inferred from market reaction rather than from this filing alone.

Corporate Governance Expert

TL;DR: The combined holdings and shared voting/dispositive power create a controlling shareholder group with clear governance implications.

This Schedule 13D/A confirms a controlling shareholder structure under which Tether entities and Mr. Devasini exercise shared voting and dispositive power over 73.6% of common shares. Such a structure typically enables the reporting persons to direct board composition and corporate strategy. The statement disclaims individual beneficial ownership by Mr. Devasini beyond pecuniary interest but explicitly notes his >50% voting interest in Tether Holdings, underscoring centralized control.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 14)

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
4420 4621 1793

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

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

08/14/2025

(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 73,553,625.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 73,553,625.00

11

Aggregate amount beneficially owned by each reporting person

73,553,625.00

12

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

13

Percent of class represented by amount in Row (11)

73.6 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Note in relation to Items 8, 10 and 11: Includes 73,553,625 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 73,553,625.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 73,553,625.00

11

Aggregate amount beneficially owned by each reporting person

73,553,625.00

12

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

13

Percent of class represented by amount in Row (11)

73.6 %

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 73,553,625.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 73,553,625.00

11

Aggregate amount beneficially owned by each reporting person

73,553,625.00

12

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

13

Percent of class represented by amount in Row (11)

73.6 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Note in relation to Items 8, 10 and 11: Includes 73,553,625 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, Amendment No. 12 filed on June 6, 2025 and Amendment No. 13 filed on July 10, 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. 14 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 73,553,625 Common Shares, representing 73.6% of the outstanding Common Shares.
(b)	Each of the Reporting Persons has voting and dispositive power with respect to the beneficially owned 73,553,625 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:	08/18/2025

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

Signature:	/s/ Giancarlo Devasini
Name/Title:	Giancarlo Devasini, Sole Administrator
Date:	08/18/2025

Giancarlo Devasini

Signature:	/s/ Giancarlo Devasini
Name/Title:	Giancarlo Devasini, individually
Date:	08/18/2025

FAQ

How many Adecoagro (AGRO) shares do Tether and affiliates report owning?

The Reporting Persons report beneficial ownership of 73,553,625 Common Shares, equal to 73.6% of outstanding shares.

Who are the reporting persons on the Schedule 13D/A for AGRO?

The filing is by Tether Holdings, S.A. de C.V., Tether Investments, S.A. de C.V. and Giancarlo Devasini.

Does the filing indicate voting or dispositive power over AGRO shares?

Yes. The Reporting Persons report shared voting power and shared dispositive power over the 73,553,625 Common Shares.

Is this document a new filing or an amendment for AGRO?

This submission is Amendment No. 14 to a previously filed Schedule 13D regarding Adecoagro Common Shares.

Does the amendment disclose recent transactions in AGRO stock?

The amendment references Schedule B for open-market purchases in the past 60 days, but specific transaction prices and dates are not detailed in the amendment text.