What changed in this filing

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Item 1. Business

2026-02-13 compared with 2025-02-24 · 62 added, 74 removed, 206 unchanged (40% of the section changed)

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Unless otherwise indicated, all references in this Form 10-K to “AGCO,” “we,” “us” or the “Company” include AGCO Corporation and its subsidiaries.

We are a global leader in the design, manufacture and distribution of agricultural machinery and precision agriculture technology.

We deliver value to farmers and Original Equipment Manufacturer (“OEM”) customers through our differentiated brand portfolio including leading brands Fendt ® , Massey Ferguson ® , PTx and Valtra ® .

Our full line of equipment, smart farming solutions and services helps farmers sustainably feed our world.

AGCO is a global leader in agricultural machinery and precision agriculture technologies.

Driven by a Farmer-First strategy, AGCO delivers value through its differentiated leading brands, Fendt ™ , Massey Ferguson ™ , PTx ™ and Valtra ™ .

AGCO’s high-performance equipment and smart farming solutions, including brand-agnostic retrofit technologies and autonomous offerings, empower farmers to drive productivity while sustainably feeding the world.

We distribute most of our products through approximately 2,800 independent dealers and distributors in approximately 140 countries.

We also provide retail and wholesale financing through our finance joint ventures with Coöperatieve Rabobank U.A., which, together with its affiliates, we refer to as “Rabobank.” In 2024, we fundamentally shifted our portfolio through the PTx Trimble joint venture and the divestiture of the majority of our Grain & Protein (“G&P”) business.

On April 1, 2024, pursuant to the terms of an Amended and Restated Sale and Contribution Agreement among AGCO, Trimble and PTx Trimble (the “Joint Venture”), AGCO and Trimble completed (i) the contribution by Trimble to the Joint Venture of Trimble’s OneAg business, which is Trimble’s agricultural business, excluding certain Global Navigation Satellite System and guidance technologies, and $8.1 million of cash, (ii) the contribution by AGCO to the Joint Venture of its interest in JCA Industries, LLC d/b/a JCA Technologies and $46.0 million of cash, and (iii) the purchase by AGCO from Trimble of membership interests in the Joint Venture in exchange for the payment by AGCO to Trimble of $1,954.0 million in cash, subject to customary working capital and other adjustments.

Immediately following the closing and as a result of the transaction, AGCO directly and indirectly owns an 85% interest in the Joint Venture and Trimble owns a 15% interest in the Joint Venture.

AGCO began consolidating PTx Trimble within its consolidated financial statements on April 1, 2024.

We believe PTx Trimble creates a global-leading mixed-fleet precision agriculture platform.

We are the exclusive provider of the comprehensive technology offering, supporting the future development and distribution of next-generation agriculture technologies, allowing us to offer a wide variety of user-friendly technologies compatible across brands, equipment models and farm types.

The acquired hardware, software and cloud-based applications span all aspects of the crop cycle, from land preparation to planting and seeding to harvest.

Refer to Note 2 of our Consolidated Financial Statements contained in Item 8, “Financial Statements and Supplementary Data,” for further information.

On July 25, 2024, the Company entered into a Stock and Asset Purchase Agreement to sell the majority of its G&P business, which includes the GSI®, Automated Production® (AP), Cumberland®, Cimbria® and Tecno® brands for a purchase price of $700.0 million, subject to customary working capital and other adjustments.

On November 1, 2024, the Company completed the sale of the Company’s G&P business to A-AG Holdco Limited, an affiliate of American Industrial Partners.

The divestiture of the G&P business aligns with AGCO's efforts to better position itself for high margin growth and allows for AGCO to better streamline and focus on its portfolio of agricultural machinery and precision ag technology products.

Refer to Note 3 of our Consolidated Financial Statements contained in Item 8, “Financial Statements and Supplementary Data,” for further information.

The following table sets forth a description of the Company’s more significant products and their percentage of net sales:

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typically used in harvesting grain crops such as corn, wheat, soybeans and rice 2 % 3 % 4 %

Hay Tools and Forage Equipment, Planters, Implements & Other Equipment • Round and rectangular balers, loader wagons, self-propelled windrowers, forage harvesters, disc mowers, spreaders, rakes, tedders, and mower conditioners;

Hay Tools and Forage Equipment, Planters, Implements, Precision Agriculture Solutions & Other Equipment

• Round and rectangular balers, loader wagons, self-propelled windrowers, forage harvesters, disc mowers, spreaders, rakes, tedders, and mower conditioners;

used for the harvesting and packaging of vegetative feeds used in the cattle, dairy, horse and renewable fuel industries 11 % 10 % 12 %

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used to plant seeds and apply fertilizer in the field, typically used for row crops, including planting technologies that cover the areas of monitoring and measurement, liquid control and delivery, meter accuracy and seed delivery

• Precision agriculture solutions, encompassing retrofit, factory-fit and OEM, that work across mixed fleets, to improve farmers planting, fertilizer, pesticide and herbicide application and harvest operations across the crop cycle

• Implements, including disc harrows, which cut through crop residue, leveling seed beds and mixing chemicals with the soils;

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Most of our products can be economically maintained with parts and service for a period of 10 to 20 years.

Our parts inventories are maintained and distributed through a network of master and regional warehouses throughout North America, South America, Europe, Africa, China and Australia in order to provide timely response to customer demand for replacement parts

Our parts inventories are maintained and distributed through a network of master and regional warehouses throughout North America, South America, Europe, Africa, China and Australia in order to provide a timely response to customer demand for replacement parts

19 % 16 % 13 %

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egg production systems, and broiler production equipment

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(1) The summation of these individual percentages may not total due to rounding.

Precision Agriculture

In 2024, we launched PTx, a new brand representing our precision ag portfolio.

The PTx brand represents our precision ag portfolio.

PTx combines precision ag technologies from the cornerstones of AGCO's tech stack:

Precision Planting ® and its newest joint venture, PTx Trimble.

Precision Planting ® and our joint venture, PTx Trimble, to deliver industry leading solutions across the crop cycle by creating a global-leading mixed-fleet precision agriculture platform.

AGCO's PTx technologies enable farmers who use almost any brand to increase profitability and sustainability.

With retrofit, factory-fit and OEM solutions that work across mixed fleets, we help transform farmers' equipment into smarter, more efficient machines.

Our PTx solutions provide retrofit solutions to upgrade farmers’ existing equipment to improve their planting, fertilizer, pesticide and herbicide application and harvest operations, resulting in yield and cost optimization.These solutions are reflected in the table above.

With retrofit, factory-fit and Original Equipment Manufacturer (“OEM”) solutions that work across mixed fleets, we help transform farmers' equipment into smarter, more efficient machines.

These solutions are reflected in the table above.

We provide telemetry-based fleet management tools, including remote monitoring and diagnostics, which help farmers improve uptime, machine and yield optimization, mixed fleet optimization and decision support, with critical data privacy choices and convenient mobile tools that offer access to data and information.

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In addition, our precision agriculture solutions are based on connectivity, automation and digitalization and include satellite-based steering, field data collection, product self-adjustment and yield-mapping.

PTx sells precision agriculture solutions around the crop cycle to third-party original equipment manufacturers (“OEMs”) and supports our products, brands and the aftermarket with a comprehensive and customizable suite of solutions, enabling farmers to make individual, data-based decisions in order to reduce costs and maximize efficiency, yields and profitability.

PTx sells precision agriculture solutions around the crop cycle to third-party OEMs and supports our products, brands and the aftermarket with a comprehensive and customizable suite of solutions, enabling farmers to make individual, data-based decisions in order to reduce costs and maximize efficiency, yields

and profitability.

These technologies are developed internally or sourced from third parties and integrated into our products.

We believe that these products and related devices are highly valued by farmers

globally and are integral to the current and future growth of our equipment sales and revenues.

The PTx Trimble Joint Venture, which closed on April 1, 2024, complements and enhances AGCO’s existing precision agriculture portfolio to deliver even more industry leading solutions across the crop cycle by creating a global-leading mixed-fleet precision agriculture platform.

By combining these two precision agriculture portfolios, we believe we are positioned to drive outsized growth and better provide next-generation technologies to even more farmers around the world.

In 2025, we launched FarmENGAGE, our new mixed fleet digital platform designed to deploy work plans, track fieldwork and collect test data from all machines on the farm regardless of brand.

This retrofit-first solution enables AGCO equipment to seamlessly integrate with existing PTx Trimble technology while also supporting interoperability with non-AGCO fleets.

In 2025, we unveiled additional Outrun autonomous solutions, a platform of retrofit autonomy technologies, for tillage and fertilization, with the tillage application currently in beta testing and the fertilization application in alpha testing.

These solutions build on the Outrun autonomous grain cart solution, which is currently in production.

Collectively, these offerings provide autonomous capabilities for Fendt and certain competitive machines across three of the five major stages of the crop cycle.

We believe these products and related technologies are valued by farmers globally and are expected to contribute to the growth of our equipment sales and revenues.

Operational Excellence

The Company is focused on operational efficiencies to build a more resilient business.

On June 24, 2024, the Company announced a restructuring program (the “Program”) in response to increased weakening demand in the agriculture industry.

The initial phase of the Program is focused on further reducing structural costs, streamlining the Company’s workforce and enhancing global efficiencies related to changing the Company’s operating model for certain corporate and back-office functions and better leveraging technology and global centers of excellence.

The Company estimates that it will incur charges for one-time termination benefits of approximately $150.0 million to $200.0 million in connection with this phase of the Program, primarily consisting of cash charges related to severance payments, employees benefits and related costs.

The Company incurred the majority of charges in 2024 and expects to incur the remaining charges in 2025.

Once fully implemented, the Company expects this phase of the Program to yield annual run-rate benefits and cost savings of approximately $100.0 million to $125.0 million.

In 2025, the Company continued the restructuring program (the “Program”) announced in 2024 in response to increased weakening demand in the agriculture industry.

The Program is focused on further reducing structural costs, streamlining the Company’s workforce and enhancing global efficiencies related to changing the Company’s operating model for certain corporate and back-office functions and better leveraging technology and global centers of excellence.

Additionally, we are reimagining our business operations globally with efficiency initiatives and structural changes of processes (offshore, automate, outsource).

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Geopolitical factors, including inflation, tariffs and regional conflicts, continue to create volatility in the global economy, including the potential for energy shortages, employment disruptions, supply chain constraints and delays in deliveries, as well as logistics interruptions.

Global industry demand for farm equipment, driven by farm income, declined during 2024 in most major markets compared to 2023.

Global industry demand for farm equipment, driven by farm income, declined in 2025 in most major markets compared to 2024.

The future demand for agricultural equipment will be influenced by the factors noted above.

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Net income (loss) attributable to AGCO Corporation for 2025 was $726.5 million, or $9.75 per diluted share, compared to $(424.8) million, or $(5.69) per diluted share for 2024.

Net sales for 2024 were $11,661.9 million, or 19.1% lower than 2023, primarily due to lower sales volumes resulting from softer industry sales reflecting lower end market demand and unfavorable currency impacts.

Net sales for 2025 were $10,082.0 million, or 13.5% lower than 2024, primarily due to lower sales volumes resulting from softer industry sales reflecting lower end market demand and the divestiture of the majority of the Company's G&P business on November 1, 2024, partially offset by favorable currency impacts.

Income (loss) from operations was $595.7 million in 2025 compared to $(122.1) million in 2024.

The decrease in income from operations in 2024 was primarily the result of lower sales and production volumes reflecting weak industry conditions, the recognition of

the loss on sale of the majority of the Company's G&P business as well as impairment charges and restructuring and business optimization expenses.

During 2024, we recorded a loss on sale of business of $507.3 million related to the sale of the majority of the Company's G&P business and impairment charges of $369.5 million primarily related to the impairment of goodwill.

Additionally, the increase in income from operations in 2025 was primarily the result of decreases in restructuring and business optimization expenses and selling, general and administrative expenses (“SG&A expenses”) primarily related to lower compensation costs and transaction costs, partially offset by lower sales and production volumes reflecting weak industry conditions.

Refer to “Financial Highlights” under Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” for additional information.

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Our dealers are responsible for retail sales of equipment to end users and after-sales service and support.

Our distributors may sell our product through networks of dealers supported by the distributors, and our distributors also may directly market our products and provide customer service support.

Our distributors may sell our products through networks of dealers supported by the distributors, and our distributors also may directly market our products and provide customer service support.

Our sales are not dependent on any specific dealer, distributor or group of dealers.

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(1) The summation of these individual percentages may not total due to rounding.

(1) Consists of countries in Africa, the Middle East, Australia and Asia.

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We support our dealers in order to improve the quality of our dealer network.

In 2024, we announced the launch of FarmerCore, a global initiative to deliver a next generation farmer and dealer experience built on three pillars:

FarmerCore is our global initiative to deliver a next generation farmer and dealer experience built on three pillars:

the on-farm mindset, smart network coverage and digital engagement.

FarmerCore will be implemented in close partnership with AGCO’s global dealer network.

The program launched this year in select North and South America dealer organizations, with continued expansion expected throughout 2025.

FarmerCore is being implemented in close partnership with AGCO’s global dealer network and continues to progress in the North and South America dealer organizations, with continued expansion to other markets planned in the future.

We monitor each dealer’s performance and profitability and establish programs that focus on continuous dealer improvement.

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Our production strategy is intended to optimize our research and development and capital investment requirements and to allow us greater flexibility to respond to changes in market conditions.

We purchase some fully manufactured tractors from Tractors and Farm Equipment Limited (“TAFE”), Carraro S.p.A.

We purchase some fully manufactured tractors from Tractors and Farm Equipment Limited (“TAFE”), SDF S.p.A., Carraro S.p.A.

and Iseki & Company, Limited.

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We also assist in the development of these products or component parts based upon our own design requirements.

Our past experience with outside suppliers generally has been favorable, although from 2020 to 2022 we experienced supply chain disruptions for several key components, such as semiconductors.

These supply chain disruptions eased over the course of 2023 and improved in 2024.

While our past experience with outside suppliers generally has been favorable, we have previously experienced supply chain disruptions for several key components, such as semiconductors, and there can be no assurance that there will not be future disruptions.

Intellectual Property

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We make significant expenditures for engineering and applied research to improve the quality and performance of our products, to develop new products and technologies which enhance agriculture and integrate sustainability and to comply with government safety and engine emissions regulations.

We invest significantly in innovation, and our technologies have received industry recognition and awards, which we believe validate these efforts.

Through AGCO Ventures, we source and fund new technologies to drive and support farmers worldwide.

This initiative actively connects our business needs with industry and market perspectives to identify investment opportunities in startup companies, corporate venture funds, incubators, accelerators, higher education and research institutions.

This initiative actively connects our business needs with industry and market perspectives to identify investment and engagement opportunities in startup companies, corporate venture funds, incubators, accelerators, higher education and research institutions.

AGCO Ventures supports the accelerated development of critical capabilities and competencies across three strategic areas:

information management and analytics, agriculture technology and environmental and alternative fuel sources.

decision support, workflow and execution and clean energy transition.

Wholesale Financing, Sales Terms and Accounts Receivable Sales Agreement

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Retail Financing

Our AGCO Finance joint ventures offer financing to most of the end users of our products.

Besides contributing to our overall profitability, the AGCO Finance joint ventures enhance our sales efforts by tailoring retail finance programs to prevailing market conditions.

Our AGCO Finance joint ventures provide both retail financing and wholesale financing to our dealers in the United States, Canada, Europe, Brazil, Argentina and Australia.

AGCO owns a 49% interest in the joint ventures with the remaining interests owned by a wholly-owned subsidiary of Rabobank.

Our AGCO Finance joint ventures provide farmers and dealers with flexible financing solutions for agricultural equipment products, supporting growth, innovation, and sustainability across the full scope of farming operations.

These joint ventures offer both retail financing and wholesale financing to our dealers in the United States, Canada, Europe, Brazil, Argentina, and Australia.

AGCO Finance equity joint ventures are structured with AGCO holding a 49% ownership interest, with the remaining interest owned by a wholly owned subsidiary of Rabobank.

The majority of the assets of the finance joint ventures consist of finance receivables.

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Under the various joint venture agreements, Rabobank provides financing to the AGCO Finance joint ventures, primarily through lines of credit.

We continually evaluate opportunities to balance regulatory capital requirements and prudent capital allocation, while maintaining our partnership and commitment to offering competitive financing solutions to our farmers and dealers.

We do not guarantee the debt obligations of the joint ventures.

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Refer to Note 22 of our Consolidated Financial Statements contained in Item 8, “Financial Statements and Supplementary Data,” for additional information.

In addition, Rabobank is the primary lender with respect to our credit facility, our senior term loan and our term loan facility, as are more fully described in “Liquidity and Capital Resources” within Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Our historical relationship with Rabobank has been strong, and we anticipate its continued long-term support of our business.

In addition, Rabobank is the primary lender with respect to our credit facility and our senior term loan, as are more fully described in “Liquidity and Capital Resources” within Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Our historical relationship with Rabobank has been strong, and we anticipate its continued long-term support of our business.

Generally, retail sales by dealers to farmers are highly seasonal and largely are a function of the timing of the planting and harvesting seasons.

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regulatory authorities, including both the United States Environmental Protection Agency and various state authorities.

We expect to meet future emissions requirements through the introduction of new technology to our engines and exhaust after-treatment systems, as necessary.

In some markets, such as the United States, we must obtain governmental environmental approvals in order to import our products, and these approvals can be difficult and time-consuming to obtain or may not be

obtainable at all.

We expect to meet future emissions requirements through the introduction of new technology to our engines and exhaust after-

treatment systems, as necessary.

Production at our facilities and sales of our products could be impaired if AGCO Power and our other engine suppliers are unable to timely respond to any changes in environmental laws and regulations affecting engine emissions, including the emissions of greenhouse gases (“GHG”).

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Sustainability

Our farmers continue to face increased challenges due to climate change.

Our goal is to ensure that farmers have the machines and technologies they need to sustainably feed the world.

Our products enable smart farming to help farms and machines run more efficiently with lower inputs and higher yields.

Our precision agriculture products enable farmers to precisely place optimal amounts of inputs such as fertilizer, weed control and seeds.

In addition, we are committed to driving down machinery emissions through battery powered electric tractors and other alternative fuel propulsion solutions to help farmers decarbonize and optimize their operations.

AGCO also supports retrofit products on an array of OEM brands to customers which provide more flexibility, extend product lifecycles, and generate less emissions compared to new products.

While much of our focus is on innovating sustainable solutions, we are also committed to integrating sustainability into our core business strategy.

Our low-carbon transition plan establishes key levers to reduce our climate impact by addressing both operational and value chain emissions.

In our operations, we are embracing renewable energy and furthering initiatives to make our sites more energy efficient.

Throughout our value chain, we attempt to deliver sustainable product solutions, optimize our transportation and logistics networks and engage supply chain partners to help drive environmental progress.

Today’s farmers are navigating a diverse mix of pressures, from climate change and shifting weather patterns to rising input costs and evolving market demands.

Our goal is to equip farmers with machines and precision technologies that help sustainably feed the world.

Our products enable smart farming practices that improve efficiency, reduce inputs and increase yields.

We are also advancing a diverse range of cleaner powertrain solutions, developing alternative-fuel capable systems, hybrid drivetrains, and battery electric tractors to support farmers to reduce emissions while maintaining performance and productivity.

In addition, we offer retrofit solutions compatible with mixed‑brand fleets, enabling farmers to upgrade existing equipment with advanced technology and improve efficiency, sustainability, and flexibility across their operations.

We embed sustainability into our core business strategy, ensuring that innovation and resilience go hand in hand to deliver long-term value for farmers and our stakeholders.

Our Resiliency Action Plan outlines key levers to reduce our climate impact across our operations and value-chain while addressing business risks related to climate change mitigation and adaptation.

In our operations, we are expanding renewable energy use and furthering initiatives to make our sites more energy efficient.

Across our value chain, we deliver more sustainable product solutions, optimize transportation and logistics and engage suppliers to improve their sustainability performance.

Human Capital

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In 2025, our voluntary employee turnover rate was approximately 4.3%, compared to 6.9% in 2024.

In 2025, we introduced the Employee Stock Purchase Plan (“ESPP”) allowing our employees the opportunity to acquire an interest in the Company through the purchase of shares of our common stock (which are offered at a discounted purchase price).

The ESPP is intended to build an ownership mindset among employees, foster employees’ commitment to the Company and allow employees to share in the growth and success of the Company.

Our employees engage in learning and development targeted to their current roles and future career aspirations.

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We review our succession plans with our Board’s Talent and Compensation Committee annually.

During 2024, we shared our fourth annual global employee experience and engagement survey to all employees across our offices and shop floor locations worldwide to seek feedback on what we are doing well and where we can improve.

In 2025, we shared our fifth annual global employee experience and engagement survey to all employees across our offices and shop floor locations worldwide to seek feedback on what we are doing well and where we can improve.

The results showed a favorable engagement score of approximately 67%, which aligns with our core employee engagement index metric, based upon 85% workforce participation.

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We are committed to ensuring our Board is highly-skilled and gender-diverse.

Three of our current ten board members are women.

Three of our current nine board members are women.

Women represent approximately 19% of our full-time executive positions at the senior vice president and vice president levels, and approximately 20% of our overall full-time management-level employees.

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Health, Wellness and Safety

We are committed to the health, safety and wellness of our employees, striving to work safe, every day in every way.

We are committed to the health, safety and wellness of our employees, striving to work safely, every day in every way.

Our health and safety program focuses on risk reduction and safety management systems that promote preventative measures.

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Through our AGCO Agriculture Foundation, as well as our brand and regional engagement activities, we support a variety of non-profit organizations and local community-based groups.

In 2024, we introduced the Employee Relief Fund to provide critical support for our employees in the wake of significant crisis events such as natural disasters.

Additionally, we have an Employee Relief Fund to provide critical support for our employees in the wake of significant crisis events such as natural disasters.

Available Information

Our Internet address is www.agcocorp.com .

We make the following reports filed by us available, free of charge, on our website under the “Investors” section:

Our website address is www.agcocorp.com .

We make available, free of charge, on the “Investors” section of our website, reports that we file with the Securities and Exchange Commission (“SEC”), including:

• annual reports on Form 10-K;

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• reports on Form SD.

These reports are made available on our website as soon as practicable after they are filed with the Securities and Exchange Commission (“SEC”).

These reports are made available on our website as soon as practicable after they are filed with the SEC.

The SEC also maintains a website ( www.sec.gov ) that contains our reports and other information filed with the SEC.

We also provide corporate governance and other information on our website.

This information includes:

We also provide corporate governance and other information on our website, including:

• charters for the standing committees of our Board of Directors, which are available under the “Investors” section of our website under the heading “Governance,” and

• our Global Code of Conduct, which is available under the “About Us” section of our website under the heading “Code of Conduct.”

In addition, in the event of any waivers of our Global Code of Conduct, those waivers will be available under the heading “Code of Conduct” of our website.

In the event of any waivers of our Global Code of Conduct, such waivers will be disclosed under the “Code of Conduct” section of our website.

None of these materials, including the other materials available on our website, is incorporated by reference into this Form 10-K unless expressly provided.

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 1. Business