SCHEDULE: Tether Entities Consolidate Adecoagro Stake, Shift Jurisdiction to El Salvador

Tether Holdings, S.A. de C.V. and its subsidiary Tether Investments, S.A. de C.V., along with Giancarlo Devasini, have increased their beneficial ownership in Adecoagro S.A. to 72.4% through recent open market purchases, while also changing their corporate domicile from the British Virgin Islands to El Salvador.

Summary

• Tether Holdings, S.A. de C.V., Tether Investments, S.A. de C.V., and Giancarlo Devasini collectively beneficially own 72,402,171 Common Shares of Adecoagro S.A.
• This aggregate ownership represents 72.4% of Adecoagro S.A.'s outstanding Common Shares, based on 99,993,156 shares outstanding as of April 4, 2025.
• Tether Investments, S.A. de C.V. made open market purchases of Adecoagro Common Shares totaling 2,500,355 shares between May 16, 2025, and July 10, 2025.
• The purchase prices for these transactions ranged from $9.0483 to $9.4996 per share.
• Tether Holdings Limited and Tether Investments Limited have changed their names and jurisdictions from British Virgin Islands entities to Tether Holdings, S.A. de C.V. and Tether Investments, S.A. de C.V., both El Salvador entities.
• Giancarlo Devasini holds a greater than 50% voting interest in Tether Holdings, S.A. de C.V. and disclaims beneficial ownership of the shares except to the extent of his pecuniary interest.

Sentiment

Score: 7

Explanation: The continued accumulation of shares by a major shareholder, increasing their already significant stake, generally indicates strong confidence in the company's value and future prospects, which is a positive signal.

Positives

• A significant increase in beneficial ownership by a major shareholder, indicating strong confidence in Adecoagro S.A.
• Continued open market purchases by Tether Investments, S.A. de C.V. demonstrate ongoing commitment and investment in the company.

Risks

• Concentrated ownership by a single group (72.4%) could reduce liquidity for minority shareholders and potentially limit their influence on corporate decisions.

Future Outlook

The document does not provide explicit forward-looking statements or guidance regarding Adecoagro S.A.'s future performance or strategic direction.

Management Comments

• Giancarlo Devasini has a greater than 50% voting interest in Tether Holdings, S.A. de C.V.
• Giancarlo Devasini disclaims beneficial ownership of these shares except to the extent of his pecuniary interest.

Industry Context

This filing primarily details changes in beneficial ownership and corporate structure of a major shareholder, Tether, in Adecoagro S.A. It does not provide broader industry trends or context for Adecoagro's operations within its sector.

Corporate Governance

Related Party Transactions

• Tether Investments, S.A. de C.V. is a controlled subsidiary of Tether Holdings, S.A. de C.V., and Giancarlo Devasini has a greater than 50% voting interest in Tether Holdings, S.A. de C.V., establishing a related party relationship among the Reporting Persons. The transactions detailed are open market purchases of Adecoagro S.A. Common Shares.

Stakeholder Impact

• Shareholders: The increased concentration of ownership (72.4%) by the Reporting Persons may reduce the float and liquidity of Adecoagro S.A.'s Common Shares, potentially impacting trading dynamics. It also signifies a strong controlling interest, which could limit the influence of minority shareholders.

Key Dates

Keywords

Adecoagro S.A., Tether Holdings, Tether Investments, Giancarlo Devasini, Schedule 13D, Beneficial Ownership, Common Shares, Open Market Purchases, El Salvador, Corporate Structure