Largo Inc. received an updated ownership report showing entities affiliated with J. Alberto Arias as major shareholders. Mr. Arias is reported to beneficially own 38,221,704 common shares, including options and warrants, representing 43.15% of Largo’s common shares.
The percentages are based on 83,313,022 common shares outstanding as of November 11, 2025, as reported in a prospectus supplement. Various Arias-managed funds and entities hold portions of this stake, while Mr. Arias has both sole and shared voting and dispositive power over different share blocks.
Positive
None.
Negative
None.
Insights
Arias-affiliated entities report a sizable 43.15% beneficial stake in Largo.
The filing shows J. Alberto Arias, together with related funds and entities, beneficially owning 38,221,704 Largo common shares, or 43.15% of the class. This is based on 83,313,022 shares outstanding as of November 11, 2025, assuming exercise of specified options and warrants.
Control is structured through multiple vehicles: Cayman and Ontario partnerships and general partners, plus options and warrants linked to Mr. Arias and another director. This concentration can influence voting outcomes and strategic decisions, though the filing itself does not describe any plans or intentions beyond reporting ownership.
Future company disclosures that update share counts or ownership percentages as of later dates will further clarify how this 43.15% stake evolves relative to Largo’s total outstanding common shares.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
Largo Inc.
(Name of Issuer)
Common Shares, no par value
(Title of Class of Securities)
517097101
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
517097101
1
Names of Reporting Persons
Arias Resource Capital GP Ltd.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
6,547.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,547.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,547.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.01 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
517097101
1
Names of Reporting Persons
Arias Resource Capital Fund II L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
26,468,209.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
26,468,209.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
26,468,209.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
31.77 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
517097101
1
Names of Reporting Persons
Arias Resource Capital Fund II (Mexico) L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
ONTARIO, CANADA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,501,731.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,501,731.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,501,731.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
1.80 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
517097101
1
Names of Reporting Persons
Arias Resource Capital GP II Ltd.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
27,969,940.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
27,969,940.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
27,969,940.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
33.57 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
517097101
1
Names of Reporting Persons
Arias Resource Capital Management LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
346,618.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
346,618.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
346,618.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.41 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: Reflects 346,618 Common Shares issuable upon exercise of options.
SCHEDULE 13G
CUSIP No.
517097101
1
Names of Reporting Persons
Arias Resource Capital GP LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
346,618.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
346,618.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
346,618.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.41 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Reflects 346,618 Common Shares issuable upon exercise of options.
SCHEDULE 13G
CUSIP No.
517097101
1
Names of Reporting Persons
J. Alberto Arias
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
PERU
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
9,898,599.00
6
Shared Voting Power
28,323,105.00
7
Sole Dispositive Power
9,898,599.00
8
Shared Dispositive Power
28,323,105.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
38,221,704.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
43.15 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: The 9,898,599 Common Shares over which this Reporting Person has sole voting power and sole dispositive power include (i) 4,918,033 Common Shares held by ARC Fund III (as defined in Item 2(a)) and (ii) 4,918,033 Common Shares issuable upon exercise of warrants held by ARC Fund III.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Largo Inc.
(b)
Address of issuer's principal executive offices:
The Issuer's principal executive offices are located at 1 First Canadian Place, 100 King Street West, Suite 1600, Toronto, Ontario M5X 1G5, Canada.
Item 2.
(a)
Name of person filing:
This statement is filed by:
(i) Arias Resource Capital GP Ltd., a Cayman Islands exempted company ("Arias GP"), with respect to the common shares, no par value (the "Common Shares") of Largo Inc. (the "Issuer") held by it;
(ii) Arias Resource Capital Fund II L.P., a Cayman Islands exempted limited partnership ("Arias II Fund"), with respect to the Common Shares held by it;
(iii) Arias Resource Capital Fund II (Mexico) L.P., an Ontario limited partnership ("Arias II (Mexico) Fund" and together with Arias GP and Arias II Fund, the "Arias Entities"), with respect to the Common Shares held by it;
(iv) Arias Resource Capital GP II Ltd., a Cayman Islands exempted company ("Arias II GP"), as the general partner of Arias II Fund and Arias II (Mexico) Fund, with respect to the Common Shares held by Arias II Fund and Arias II (Mexico) Fund;
(v) Arias Resource Capital Management LP, a Delaware limited partnership ("Arias Management"), with respect to the Common Shares issuable upon exercise of options held by Mr. Arias (as defined below) and Mr. Jonathan Lee, who serves as a Director of the Issuer ("Mr. Lee");
(vi) Arias Resource Capital GP LLC, a Delaware limited liability company ("Arias Management GP"), as the general partner of Arias Management, with respect to the Common Shares issuable upon exercise of options held by Mr. Arias and Mr. Lee; and
(vii) J. Alberto Arias ("Mr. Arias"), (w) with respect to the Common Shares held by him, (x) as the sole member of Arias Management GP, with respect to the Common Shares issuable upon exercise of options held by Mr. Lee and himself, (y) as the sole director of each of Arias GP and Arias II GP, with respect to the Common Shares held by the Arias Entities, and (z) as the sole partner of Arias Resource Capital Fund III L.P., a Cayman Islands exempted limited partnership ("ARC Fund III"), with respect to the Common Shares held by ARC Fund III and the Common Shares issuable upon exercise of warrants held by ARC Fund III.
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."
The filing of this statement should not be construed as an admission that any of the forgoing persons or any Reporting Person is, for the purposes of Section 13 of the Act, the beneficial owner of the Common Shares reported herein.
The original Schedule 13G and the amendments thereto with respect to the Reporting Persons' beneficial ownership of the Common Shares filed with the Securities and Exchange Commission prior to the date hereof were filed by Arias Resource Capital Fund II L.P. (CIK 0001505018).
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is c/o Arias Resource Capital Management LP, 201 S. Biscayne Blvd - Suite 2860, Miami, FL 33131.
(c)
Citizenship:
Arias II Fund is an exempted limited partnership organized under the laws of the Cayman Islands. Arias II (Mexico) Fund is a limited partnership organized under the laws of Ontario, Canada. Arias GP and Arias II GP are exempted companies organized under the laws of the Cayman Islands. Arias Management is a limited partnership organized under the laws of the State of Delaware. Arias Management GP is a limited liability company organized under the laws of the State of Delaware. Mr. Arias is a citizen of Peru.
(d)
Title of class of securities:
Common Shares, no par value
(e)
CUSIP No.:
517097101
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
The percentages set forth in this Schedule 13G are based on 83,313,022 Common Shares outstanding as of November 11, 2025, as reported in the Issuer's Prospectus Supplement filed pursuant to Rule 424(b)(3) with the Securities and Exchange Commission on December 3, 2025, and assumes the exercise of the options and warrants reported herein.
(b)
Percent of class:
43.15%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
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.
Arias Resource Capital GP Ltd.
Signature:
/s/ J. Alberto Arias
Name/Title:
J. Alberto Arias, Director
Date:
02/11/2026
Arias Resource Capital Fund II L.P.
Signature:
/s/ J. Alberto Arias
Name/Title:
J. Alberto Arias, Director of Arias Resource Capital GP II Ltd., General Partner
Date:
02/11/2026
Arias Resource Capital Fund II (Mexico) L.P.
Signature:
/s/ J. Alberto Arias
Name/Title:
J. Alberto Arias, Director of Arias Resource Capital GP II Ltd., General Partner
Date:
02/11/2026
Arias Resource Capital GP II Ltd.
Signature:
/s/ J. Alberto Arias
Name/Title:
J. Alberto Arias, Director
Date:
02/11/2026
Arias Resource Capital Management LP
Signature:
/s/ J. Alberto Arias
Name/Title:
J. Alberto Arias, Sole Member of Arias Resource Capital GP LLC, General Partner
How much of Largo Inc. (LGO) does J. Alberto Arias beneficially own?
J. Alberto Arias is reported to beneficially own 38,221,704 Largo common shares, representing 43.15% of the class. This figure includes shares held directly, through affiliated funds, and shares issuable upon exercise of specified options and warrants, based on 83,313,022 shares outstanding.
What is the total share count used to calculate Arias’s 43.15% stake in Largo (LGO)?
The reported 43.15% ownership is calculated using 83,313,022 Largo common shares outstanding as of November 11, 2025. This share count comes from Largo’s prospectus supplement filed under Rule 424(b)(3) and assumes exercise of the options and warrants referenced in the ownership report.
Which Arias-affiliated entities hold Largo Inc. (LGO) shares in this Schedule 13G/A?
Entities include Arias Resource Capital GP Ltd., Arias Resource Capital Fund II L.P., Arias Resource Capital Fund II (Mexico) L.P., Arias Resource Capital GP II Ltd., Arias Resource Capital Management LP, Arias Resource Capital GP LLC, and ARC Fund III through Mr. Arias, each holding defined portions of Largo common shares.
How many Largo (LGO) shares does Arias Resource Capital Fund II L.P. beneficially own?
Arias Resource Capital Fund II L.P. is reported to beneficially own 26,468,209 Largo common shares. It has shared voting and shared dispositive power over this entire amount, which represents 31.77% of Largo’s common shares based on the referenced outstanding share count.
What are the options and warrants referenced in the Arias ownership of Largo (LGO)?
The filing notes 346,618 Largo common shares issuable upon exercise of options held by Mr. Arias and director Jonathan Lee, and 4,918,033 common shares issuable upon exercise of warrants held by ARC Fund III. These instruments are included when calculating Mr. Arias’s total beneficial ownership.
Does Arias Resource Capital GP II Ltd. have voting power over Largo Inc. (LGO) shares?
Arias Resource Capital GP II Ltd. is reported with shared voting and shared dispositive power over 27,969,940 Largo common shares. This stake represents 33.57% of the class, reflecting its role as general partner of Arias Resource Capital Fund II L.P. and Arias Resource Capital Fund II (Mexico) L.P.
