Adecoagro (NYSE: AGRO) sees Tether ownership rise to 74.8% of shares

Rhea-AI Filing Summary

Tether Holdings, Tether Investments and Giancarlo Devasini now report beneficial ownership of 105,880,368 Adecoagro common shares, or 74.8% of the company. This stake reflects Adecoagro’s underwritten sale of 41,379,311 new common shares at $6.9238 per share after underwriting fees, conducted under its shelf registration.

As part of that offering on December 11, 2025, Tether Investments purchased 30,344,827 common shares from the underwriters at $7.25 per share. Based on a total of 141,465,751 common shares outstanding after the issuance, the reporting persons have shared voting and dispositive power over their holdings, giving them a substantial majority position in Adecoagro’s equity.

Insights

Equity ownership analyst

Tether-linked entities now hold a 74.8% majority stake in Adecoagro.

Tether Holdings, Tether Investments and Giancarlo Devasini disclose beneficial ownership of 105,880,368 Adecoagro common shares, representing 74.8% of the outstanding class. The filing explains that this percentage is based on 141,465,751 common shares outstanding, which combine 100,086,440 shares as of September 30, 2025 and 41,379,311 new shares issued in a recent underwritten offering.

The underwritten deal had Adecoagro sell 41,379,311 new shares at $6.9238 per share after underwriting discounts and commissions, under an existing shelf registration. Within this transaction, Tether Investments bought 30,344,827 common shares from the underwriters at $7.25 per share on December 11, 2025, significantly increasing the group’s ownership.

Each reporting person is stated to have voting and dispositive power over the 105,880,368 shares, and Mr. Devasini is described as having a greater than 50% voting interest in Tether Holdings while disclaiming beneficial ownership beyond his pecuniary interest. The result is a highly concentrated majority position in Adecoagro’s equity, which can materially influence corporate decisions, governance outcomes and trading dynamics for remaining minority shareholders.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 16)

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)

12/12/2025

(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 105,880,368.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 105,880,368.00

11

Aggregate amount beneficially owned by each reporting person

105,880,368.00

12

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

13

Percent of class represented by amount in Row (11)

74.8 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Note in relation to Items 8, 10 and 11: Includes 105,880,368 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 141,465,751 Common Shares outstanding which include (i) 100,086,440 Common Shares outstanding as of September 30, 2025 as set forth in the Issuer's prospectus supplement filed with the Securities and Exchange Commission pursuant to Rule 424(b)(5) on December 12, 2024, and (ii) the 41,379,311 Common Shares issued pursuant to that certain Underwriting Agreement, dated December 11, 2025, between the Issuer and the underwriters named therein.

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 105,880,368.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 105,880,368.00

11

Aggregate amount beneficially owned by each reporting person

105,880,368.00

12

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

13

Percent of class represented by amount in Row (11)

74.8 %

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 141,465,751 Common Shares outstanding which include (i) 100,086,440 Common Shares outstanding as of September 30, 2025 as set forth in the Issuer's prospectus supplement filed with the Securities and Exchange Commission pursuant to Rule 424(b)(5) on December 12, 2024, and (ii) the 41,379,311 Common Shares issued pursuant to that certain Underwriting Agreement, dated December 11, 2025, between the Issuer and the underwriters named therein.

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 105,880,368.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 105,880,368.00

11

Aggregate amount beneficially owned by each reporting person

105,880,368.00

12

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

13

Percent of class represented by amount in Row (11)

74.8 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Note in relation to Items 8, 10 and 11: Includes 105,880,368 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 141,465,751 Common Shares outstanding which include (i) 100,086,440 Common Shares outstanding as of September 30, 2025 as set forth in the Issuer's prospectus supplement filed with the Securities and Exchange Commission pursuant to Rule 424(b)(5) on December 12, 2024, and (ii) the 41,379,311 Common Shares issued pursuant to that certain Underwriting Agreement, dated December 11, 2025, between the Issuer and the underwriters named therein.

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, Amendment No. 14 filed on August 18, 2025 and Amendment No. 15 filed on August 28, 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. 16 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 4.	Purpose of Transaction
	Underwritten Offering On December 11, 2025, the Issuer entered into an underwriting agreement (the "Underwriting Agreement") with J.P. Morgan Securities LLC, BofA Securities, Inc., Banco BTG Pactual S.A. - Cayman Branch, Citigroup Global Markets Inc. and Itau BBA USA Securities, Inc. (in such capacity, the "Representatives") of the several underwriters named in the Underwriting Agreement, pursuant to which the Issuer agreed to sell to the Underwriters an aggregate of 41,379,311 Common Shares at a price per share of $6.9238, after underwriting discounts and commissions (the "Offering"). The Offering was made pursuant to a preliminary prospectus supplement and final prospectus supplement under the Issuer's shelf registration statement on Form F-3 (File No. 333-291872) (the "Registration Statement"), each of which has been filed with the SEC. Through participation in the Offering, Tether Investments purchased from the Underwriters 30,344,827 Common Shares sold by the Issuer at a price per share of $7.25.
Item 5.	Interest in Securities of the Issuer
(a)	The Reporting Persons beneficially own an aggregate of 105,880,368 Common Shares, representing 74.8% of the outstanding Common Shares.
(b)	Each of the Reporting Persons has voting and dispositive power with respect to the beneficially owned 105,880,368 Common Shares. This percentage is calculated based upon 141,465,751 Common Shares outstanding which include (i) 100,086,440 Common Shares outstanding as of September 30, 2025 as set forth in the Issuer's prospectus supplement filed with the Securities and Exchange Commission pursuant to Rule 424(b)(5) on December 12, 2024, and (ii) the 41,379,311 Common Shares issued pursuant to that certain Underwriting Agreement, dated December 11, 2025, between the Issuer and the underwriters named therein.
(c)	Except for Tether Investments' purchase of Common Shares in the Offering, no transactions in the Common Shares were effected by the Reporting Persons during the past 60 days.
(d)	None.
(e)	Not applicable.

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:	12/16/2025

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

Signature:	/s/ Giancarlo Devasini
Name/Title:	Giancarlo Devasini, Sole Administrator
Date:	12/16/2025

Giancarlo Devasini

Signature:	/s/ Giancarlo Devasini
Name/Title:	Giancarlo Devasini, individually
Date:	12/16/2025

FAQ

How many Adecoagro (AGRO) shares do the Tether entities now own?

The reporting persons beneficially own 105,880,368 Adecoagro common shares, representing 74.8% of the company’s outstanding common shares.

What recent transaction increased Tether’s stake in Adecoagro (AGRO)?

On December 11, 2025, Adecoagro entered into an underwriting agreement to sell 41,379,311 new common shares at $6.9238 per share after underwriting fees. As part of this offering, Tether Investments purchased 30,344,827 common shares from the underwriters at $7.25 per share.

What percentage of Adecoagro (AGRO) does the Tether group’s stake represent and how is it calculated?

The stake represents 74.8% of Adecoagro’s outstanding common shares. This is based on 141,465,751 shares outstanding, which include 100,086,440 shares outstanding as of September 30, 2025 plus 41,379,311 new shares issued in the underwritten offering.

Who are the reporting persons in this Adecoagro (AGRO) ownership update?

The reporting persons are Tether Holdings, S.A. de C.V., Tether Investments, S.A. de C.V., and Giancarlo Devasini. Tether Holdings and Tether Investments are El Salvador entities, and Mr. Devasini is an individual reporting person.

Does Giancarlo Devasini directly own Adecoagro (AGRO) shares?

The filing states that the 105,880,368 common shares are 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 and disclaims beneficial ownership of these shares except to the extent of his pecuniary interest.

What is the total number of Adecoagro (AGRO) shares outstanding used in the ownership calculation?

The percentage ownership is calculated using 141,465,751 Adecoagro common shares outstanding, consisting of 100,086,440 shares outstanding as of September 30, 2025 and 41,379,311 new shares issued under the December 11, 2025 underwriting agreement.