What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-02-24 compared with 2024-02-27 · 71 added, 27 removed, 209 unchanged (32% of the section changed)

14 unchanged sentences

In assessing the effectiveness of the Company’s internal control over financial reporting, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in “ Internal Control — Integrated Framework (2013).”

On April 1, 2024, the Company completed the PTx Trimble joint venture transaction.

The scope of management’s assessment of the effectiveness of the Company’s disclosure controls and procedures did not include the internal controls over financial reporting of the PTx Trimble joint venture.

This exclusion is in accordance with the SEC Staff’s general guidance that an assessment of a recently acquired business may be omitted from the scope of management’s assessment for one year following the acquisition.

The PTx Trimble joint venture represented approximately 1% of our net sales for the year ended December 31, 2024.

Total assets of the PTx Trimble joint venture represented approximately 3% of total assets, excluding goodwill and intangible assets, as of December 31, 2024.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024.

10 unchanged sentences

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes (collectively, the consolidated financial statements), and our report dated February 27, 2024 expressed an unqualified opinion on those consolidated financial statements.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes (collectively, the consolidated financial statements), and our report dated February 24, 2025 expressed an unqualified opinion on those consolidated financial statements.

The Company acquired PTx Trimble during 2024, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024, PTx Trimble’s internal control over financial reporting associated with 3% of total assets and 1% of net sales included in the consolidated financial statements of the Company as of and for the year ended December 31, 2024.

Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of PTx Trimble.

Basis for Opinion

27 unchanged sentences

The code of conduct referenced therein applies to our principal executive officer, principal financial officer, principal accounting officer and the persons performing similar functions.

We have adopted an insider trading policy governing the purchase, sale and other disposition of our securities by our directors, officers, and employees, and by the Company.

We believe this policy is reasonably designed to promote compliance with insider trading laws, rules, and regulations and listing standards applicable to the Company.

A copy of our insider trading policy is filed as Exhibit 19 to this Annual Report on Form 10-K.

Executive Compensation

3 unchanged sentences

AGCO maintains its Plan pursuant to which we may grant equity awards to eligible persons.

For additional information, see Note 15, “Stock Compensation Plans,” in the Notes to Consolidated Financial Statements included in this filing.

For additional information, see Note 15, “Stock Compensation Plans,” in the Notes to the Consolidated Financial Statements included in this filing.

The following table gives information about equity awards under our Plan.

22 unchanged sentences

The following documents are filed as part of this Form 10-K:

(1) The Consolidated Financial Statements, Notes to Consolidated Financial Statements, Report of Independent Registered Public Accounting Firm for AGCO Corporation and its subsidiaries are presented under Item 8 of this Form 10-K.

(1) The Consolidated Financial Statements, Notes to Consolidated Financial Statements, Report of Independent Registered Public Accounting Firm for AGCO Corporation are presented under Item 8 of this Form 10-K.

All schedules have been omitted because the required information is contained in Notes to the Consolidated Financial Statements or because such schedules are not required or are not applicable.

6 unchanged sentences

AGCO Corporation

Sale and Contribution Agreement

Filed herewith

Amended and Rest ated Sale and Contribution Agreement

April 1, 2024, Form 8-K, Exhibit 2.1

Stock and Asset Purchase Agreement, dated July 25, 2024, by and among AGCO, Massey Ferguson Corp.

and Purchaser

July 25, 2024, Form 8-K, Exhibit 2.1

Certificate of Incorporation

5 unchanged sentences

October 7, 2021, Form 8-K, Exhibit 4.1

S enior Note Indenture

March 21, 2024, Form 8-K, Exhibit 4.1

First Supplemental Indenture for the 2027 Notes and 2034 Notes

March 21, 2024, Form 8-K, Exhibit 4.2

2006 Long-Term Incentive Plan*

September 30, 2017, Form 10-Q, Exhibit 10.5

Amendment to 2006 Long-Term Incentive Plan*

November 7, 2024, Form 10-Q, Exhibit 10.1

2006 Form of Stock Appreciation Rights Agreement*

10 unchanged sentences

February 2, 2024, Form 8-K, Exhibit 10.1

202 5 Form of Restricted Stock Units Agreement*

January 31, 2025, Form 8-K, Exhibit 10.1

2021 Form of Performance Share Agreement*

4 unchanged sentences

February 2, 2024, Form 8-K, Exhibit 10.2

202 5 Form of Performance Share Agreement*

January 31, 2025, Form 8-K, Exhibit 10.2

Amended and Restated Executive Nonqualified Pension Plan*

4 unchanged sentences

December 31, 2015, Form 10-K, Exhibit 10.9

Number Description of Exhibit The Filings Referenced for

Incorporation by Reference are

AGCO Corporation

First Amendment of AGCO Corporation Executive Non-Qualified Defined Contribution Plan*

December 6, 2024, Form 8-K, Exhibit 10.1

Amended and Restated Employment and Severance Agreement with Eric P.

6 unchanged sentences

February 25, 2022, Form 10-K, Exhibit 10.13

Number Description of Exhibit The Filings Referenced for

Incorporation by Reference are

AGCO Corporation

Employment and Severance Agreement with Luis F.S.

February 27, 2024, Form 10-K, Exhibit 10.18

Employment and Severance Agreement with Seth H.

Filed herewith

Employment and Severance Agreement with Timothy O.

Filed herewith

Credit Agreement dated as of June 27, 2022

2 unchanged sentences

December 21, 2022, Form 8-K, Exhibit 10.1

Commitment Letter for Bridge Facility

September 29, 2023, Form 8-K, Exhibit 10.1

First Amendment to 2022 Credit Agreement dated as of December 12, 2023

Filed herewith

February 27, 2024, Form 10-K, Exhibit 10.22

Second Amendment to 2022 Credit Agreement dated as of March 25, 2024

May 3, 2024, Form 10-Q, Exhibit 10.1

European Investment Bank Senior Term Loan dated as of September 29, 2023

1 unchanged sentence

European Investment Bank Senior Term Loan dated as of January 25, 2024

Filed herewith

February 27, 2024, Form 10-K, Exhibit 10.24

Letter Agreement, dated November 5, 2015, between AGCO International GmbH and TAFE International LLC, Turkey and Tractors and Farm Equipment Limited

2 unchanged sentences

March 31, 2019, Form 10-Q, Exhibit 10.1

Amendment to the Amended and Restated Letter Agreement between AGCO Corporation and Tractors and Farm Equipment Limited

April 16, 2024, Form 8-K, Exhibit 10.1

Farm and Machinery Distributor Agreement, dated January 1, 2012, between AGCO International GmbH and Tractors and Farm Equipment Limited

7 unchanged sentences

Letter Agreement for Africa, dated October 10, 2009, between AGCO International GmbH and Tractors and Farm Equipment Limited

Filed herewith

February 27, 2024, Form 10-K, Exhibit 10.31

Letter Agreement for Australia/New Zealand, dated July 24, 2017, between AGCO International GmbH and Tractors and Farm Equipment Limited

2 unchanged sentences

July 27, 2017, Form 8-K, Exhibit 10.4

Number Description of Exhibit The Filings Referenced for

Incorporation by Reference are

AGCO Corporation

Current Director Compensation*

February 27, 2024, Form 10-K, Exhibit 10.34

A GCO Corporation Inside r Trading P olicy

Filed herewith

1 unchanged sentence

Filed herewith

List of Subsidiary Guarantors

Filed herewith

Consent of KPMG LLP

10 unchanged sentences

Compensation Recovery Policy*

Filed herewith

Number Description of Exhibit The Filings Referenced for

Incorporation by Reference are

AGCO Corporation

February 27, 2024, Form 10-K, Exhibit 97.1

101 The following audited financial information from this Annual Report on Form 10-K for the year ended December 31, 2024, are formatted in Inline XBRL:

(i) Consolidated Statements of Operations;

(ii) Consolidated Statements of Comprehensive Income;

(ii) Consolidated Statements of Comprehensive Income (Loss);

(iii) Consolidated Balance Sheets;

15 unchanged sentences

/s/ Damon Audia Senior Vice President and Chief Financial Officer

(Principal Financial and Accounting Officer)

(Principal Financial Officer)

February 24, 2025

/s/ Indira Agarwal

Vice President, Chief Accounting Officer

(Principal Accounting Officer)

February 24, 2025

Indira Agarwal

/s/ Michael C.

Arnold Director February 27, 2024

Director February 24, 2025

/s/ Sondra L.

Barbour Director February 27, 2024

Director February 24, 2025

/s/ Suzanne P.

Clark Director February 27, 2024

/s/ Bob De Lange Director February 27, 2024

Director February 24, 2025

/s/ Bob De Lange*

Director February 24, 2025

/s/ George E.

Minnich Director February 27, 2024

Director February 24, 2025

/s/ Niels Pörksen*

1 unchanged sentence

Niels Pörksen

/s/ David Sagehorn Director February 27, 2024

/s/ David Sagehorn*

Director February 24, 2025

David Sagehorn

/s/ Mallika Srinivasan Director February 27, 2024

/s/ Mallika Srinivasan*

Director February 24, 2025

Mallika Srinivasan

/s/ Matthew Tsien Director February 27, 2024

/s/ Matthew Tsien*

Director February 24, 2025

Matthew Tsien

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures