SCHEDULE: Tether Entities Boost Adecoagro Stake to 74.7%

Tether Holdings and its subsidiary, Tether Investments, along with Giancarlo Devasini, have increased their beneficial ownership in Adecoagro S.A. to 74.7% through recent open market purchases.

Summary

• Reporting Persons, Tether Holdings, S.A. de C.V., Tether Investments, S.A. de C.V., and Giancarlo Devasini, collectively beneficially own 74,751,482 Common Shares of Adecoagro S.A.
• This represents 74.7% of the 100,069,440 Common Shares outstanding as of June 30, 2025.
• Tether Investments, S.A. de C.V. completed open market purchases of 2,900,000 Common Shares between June 30, 2025, and August 28, 2025.
• Purchase prices for these transactions ranged from $8.3516 to $9.4999 per share.
• Giancarlo Devasini holds a greater than 50% voting interest in Tether Holdings, S.A. de C.V., which controls Tether Investments, S.A. de C.V.
• This filing is Amendment No. 15 to the original Schedule 13D filed on August 16, 2024.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive due to significant insider buying, indicating strong confidence from the controlling entity. However, the high concentration of ownership could raise concerns about liquidity and minority shareholder influence, and the declining purchase prices towards the end of the period could be a slight negative signal.

Positives

• Significant insider buying by Tether Investments, S.A. de C.V., totaling 2,900,000 shares, indicates strong confidence in Adecoagro S.A.
• The increased stake to 74.7% by a controlling entity suggests long-term commitment and potential for strategic influence.

Negatives

• The average purchase price for the recent transactions appears to have declined towards the end of the period, with some of the largest purchases (e.g., 350,000 shares on August 19, 2025) occurring at lower prices ($8.4190), potentially indicating a downward trend in the stock price during the buying period.
• A very high concentration of ownership (74.7%) could reduce liquidity for minority shareholders and potentially limit independent governance.

Risks

• High concentration of ownership by a single group (74.7%) could lead to reduced public float and liquidity, potentially impacting share price volatility.
• The significant control by Giancarlo Devasini through Tether Holdings and Tether Investments could lead to decisions that primarily benefit the controlling shareholder rather than all shareholders.

Future Outlook

The filing does not contain explicit forward-looking statements or guidance regarding Adecoagro S.A.'s future operations or financial performance, focusing solely on beneficial ownership disclosure.

Industry Context

This filing indicates a significant consolidation of ownership in Adecoagro S.A., an agricultural company. Such a high concentration of shares by a single entity or group is common in companies undergoing strategic shifts, private equity involvement, or where a controlling shareholder seeks to exert greater influence. It could signal a long-term strategic interest in the agricultural sector, potentially aiming for operational control or a future take-private transaction, which is a notable trend in mature industries seeking efficiency or strategic realignment.

Comparison to Industry Standards

• The 74.7% ownership stake is exceptionally high for a publicly traded company, significantly exceeding typical institutional investor stakes in comparable agricultural firms like Bunge Limited or Archer-Daniels-Midland Company, where ownership is usually more dispersed among various institutional funds.
• This level of control is more akin to a majority shareholder in a private company or a company nearing a take-private transaction, rather than a standard public company with a broad shareholder base.
• The consistent open market purchases by Tether Investments, S.A. de C.V. over several weeks, even as prices fluctuated, suggests a deliberate accumulation strategy, which is a common tactic for entities seeking to gain or solidify control, similar to how activist investors might build a position, though on a much larger scale here.

Stakeholder Impact

• Shareholders: Minority shareholders may experience reduced liquidity due to the high concentration of ownership. The increased control by Tether entities could lead to strategic decisions that may or may not align with the interests of all shareholders.
• Management: The increased control by Tether entities and Giancarlo Devasini could lead to greater oversight or influence over Adecoagro S.A.'s management and strategic direction.

Next Steps

• Continued monitoring of Adecoagro S.A.'s share price and trading activity for further accumulation or divestment by the Reporting Persons.
• Observation of any potential strategic announcements or corporate governance changes that might result from the increased control by Tether Holdings and Giancarlo Devasini.

Key Dates

Recommendation

While the significant insider buying by Tether entities suggests strong confidence and a potential long-term strategic play, the extremely high concentration of ownership (74.7%) could lead to reduced liquidity and potential governance concerns for minority shareholders. The declining average purchase price towards the end of the buying period also warrants caution. Given the existing high stake, further significant accumulation might be limited, and the market will likely be watching for strategic moves from the controlling entity. For now, a 'hold' recommendation is appropriate, awaiting clearer signals on the controlling entity's intentions and the impact on the company's strategic direction and minority shareholder value.

Keywords

Adecoagro S.A., Tether Holdings, Tether Investments, Giancarlo Devasini, Schedule 13D, Beneficial Ownership, Common Shares, Open Market Purchases, Shareholder Stake, Corporate Control