[SCHEDULE 13D/A] ADECOAGRO S.A. SEC Filing

Rhea-AI Filing Summary

Adecoagro S.A. now reports that Tether Holdings, S.A. de C.V., together with its subsidiary Tether Investments, S.A. de C.V., and affiliated individual Giancarlo Devasini, beneficially own 74,751,482 common shares, representing 74.7% of the outstanding Common Shares. The 74.7% figure is calculated using 100,069,440 shares outstanding as of June 30, 2025, as reported by the issuer. The filing indicates shared voting and dispositive power over the 74,751,482 shares and identifies the holdings as held by Tether Investments, a controlled subsidiary. The statement amends prior Schedule 13D filings and attaches a schedule of recent open-market transactions.

Positive

• Clear disclosure of beneficial ownership showing aggregate shares and percentage (74,751,482 shares; 74.7%)
• Ownership held through controlled subsidiary (Tether Investments), with voting and dispositive power clearly stated
• Schedule of recent transactions included (Schedule B) documenting how the position was acquired

Negative

• Extremely concentrated ownership (74.7%) which reduces public float and may limit minority shareholder influence
• Single individual identified with majority interest in reporting entity (Mr. Devasini) indicating potential for consolidated decision-making

Insights

Corporate Governance Expert

TL;DR: Reporting persons control a supermajority stake (74.7%), giving them de facto control over shareholder decisions.

The filing discloses consolidated beneficial ownership of 74,751,482 Common Shares, equal to 74.7% of shares outstanding per the issuer's June 30, 2025 count. Shared voting and dispositive power is affirmed, and the position is held through a controlled subsidiary, Tether Investments. For governance, a holder with this level of ownership can determine board composition, approve major corporate actions, and influence strategic decisions without needing other shareholders' support. The amendment notes continued disclosure of recent open-market purchases, suggesting the position was built actively through transactions.

M&A / Investment Structuring Specialist

TL;DR: A >70% stake reported here is a material ownership position that materially changes investor dynamics and consolidation considerations.

The reported 74,751,482 shares held via Tether Investments represent a material, controlling stake relative to 100,069,440 shares outstanding. The filing identifies the ownership chain and that Mr. Devasini has a greater than 50% voting interest in the parent entity, clarifying the ultimate beneficial control. For transaction and restructuring considerations, such ownership concentration affects minority protections, potential related-party transactions, and any future M&A offers or tender processes. The filing’s reference to an exhibit listing open-market purchases documents how the position was accumulated.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 15)

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)

08/26/2025

(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 74,751,482.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 74,751,482.00

11

Aggregate amount beneficially owned by each reporting person

74,751,482.00

12

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

13

Percent of class represented by amount in Row (11)

74.7 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Note in relation to Items 8, 10 and 11: Includes 74,751,482 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 100,069,440 Common Shares outstanding as of the close of business on June 30, 2025, as reported in the Issuer's Form 6-K filed with the Securities and Exchange Commission on August 18, 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 74,751,482.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 74,751,482.00

11

Aggregate amount beneficially owned by each reporting person

74,751,482.00

12

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

13

Percent of class represented by amount in Row (11)

74.7 %

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 100,069,440 Common Shares outstanding as of the close of business on June 30, 2025, as reported in the Issuer's Form 6-K filed with the Securities and Exchange Commission on August 18, 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 74,751,482.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 74,751,482.00

11

Aggregate amount beneficially owned by each reporting person

74,751,482.00

12

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

13

Percent of class represented by amount in Row (11)

74.7 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Note in relation to Items 8, 10 and 11: Includes 74,751,482 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 100,069,440 Common Shares outstanding as of the close of business on June 30, 2025, as reported in the Issuer's Form 6-K filed with the Securities and Exchange Commission on August 18, 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, Amendment No. 13 filed on July 10, 2025 and Amendment No. 14 filed on August 18, 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. 15 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 74,751,482 Common Shares, representing 74.7% of the outstanding Common Shares.
(b)	Each of the Reporting Persons has voting and dispositive power with respect to the beneficially owned 74,751,482 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:	08/28/2025

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

Signature:	/s/ Giancarlo Devasini
Name/Title:	Giancarlo Devasini, Sole Administrator
Date:	08/28/2025

Giancarlo Devasini

Signature:	/s/ Giancarlo Devasini
Name/Title:	Giancarlo Devasini, individually
Date:	08/28/2025

FAQ

How many Adecoagro (AGRO) shares do the reporting persons own?

They beneficially own 74,751,482 Common Shares of Adecoagro.

What percentage of AGRO does that ownership represent?

The ownership represents 74.7% of the outstanding Common Shares, based on 100,069,440 shares outstanding as of June 30, 2025.

Through which entities is the position held?

The shares are held through Tether Investments, S.A. de C.V., a controlled subsidiary of Tether Holdings, S.A. de C.V.

Who is identified as ultimately connected to the holdings?

The filing names Giancarlo Devasini, who is reported to have a greater than 50% voting interest in Tether Holdings.

Does the filing disclose how the shares were acquired recently?

Yes, the filing references Schedule B which sets forth open-market purchases made in the past 60 days.