What changed in this filing

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Item 9A. Controls and Procedures

2026-02-13 compared with 2025-02-24 · 29 added, 47 removed, 233 unchanged (25% 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, 2025.

11 unchanged sentences

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, 2025 and 2024, 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, 2025, and the related notes (collectively, the consolidated financial statements), and our report dated February 13, 2026 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

22 unchanged sentences

The information called for by Items 10, 11, 12, 13 and 14, if any, will be contained in our Proxy Statement for the 2026 Annual Meeting of Stockholders, which we intend to file in March 2026.

Item 10 Directors, Executive Officers and Corporate Governance

Directors, Executive Officers and Corporate Governance

The information with respect to directors and committees required by this Item set forth in our Proxy Statement for the 2026 Annual Meeting of Stockholders in the sections entitled “Proposal Number 1 — Election of Directors” and “Board of Directors and Corporate Governance” is incorporated herein by reference.

10 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 the Consolidated Financial Statements included in this filing.

For additional information, refer to 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.

31 unchanged sentences

AGCO Corporation

Amended and Rest ated Sale and Contribution Agreement

Amended and Restated Sale and Contribution Agreement

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

9 unchanged sentences

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

S enior Note Indenture

Senior Note Indenture

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

5 unchanged sentences

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

AGCO Corporation Employee Stock Purchase Plan*

March 24, 2025, DEF 14A, Appendix

2006 Form of Stock Appreciation Rights Agreement*

7 unchanged sentences

2024 Form of Restricted Stock Units Agreement*

January 13, 2023, Form 8-K, Exhibit 10.2

2024 Form of Restricted Stock Units Agreement*

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

1 unchanged sentence

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

2021 Form of Performance Share Agreement*

2026 Form of Restricted Stock Units Agreement*

January 30, 2026, Form 8-K, Exhibit 10.1

5 unchanged sentences

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

2026 Form of Performance Share Agreement*

January 30, 2026, Form 8-K, Exhibit 10.2

Amended and Restated Executive Nonqualified Pension Plan*

2 unchanged sentences

August 9, 2022, Form 10-Q, Exhibit 10.2

Executive Nonqualified Defined Contribution Plan*

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

Number Description of Exhibit The Filings Referenced for

1 unchanged sentence

AGCO Corporation

Executive Nonqualified Defined Contribution Plan*

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

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

1 unchanged sentence

Amended and Restated Employment and Severance Agreement with Eric P.

February 25, 2022, Form 10-K, Exhibit 10.10

Filed herewith

Employment and Severance Agreement with Damon J.

June 15, 2022, Form 8-K, Exhibit 10.1

Employment and Severance Agreement with Robert B.

December 31, 2017, Form 10-K, Exhibit 10.13

Employment and Severance Agreement with Torsten Dehner*

2 unchanged sentences

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

February 24, 2025, Form 10-K, Exhibit 10.24

Credit Agreement dated as of June 27, 2022

6 unchanged sentences

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

Third Amendment to 2022 Credit Agreement dated as of May 22, 2025

July 31, 2025, Form 10-Q, Exhibit 10.9

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

2 unchanged sentences

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

September 30, 2015, Form 10-Q, Exhibit 10.1

Amended and Restated Letter Agreement, dated April 24, 2019, between AGCO Corporation and Tractors and Farm Equipment Limited

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

September 4, 2014, Form 8-K, Exhibit 10.2

Letter Agreement, dated August 3, 2007, between AGCO Corporation and Tractors and Farm Equipment Limited

September 4, 2014, Form 8-K, Exhibit 10.3

Letter Agreement for Far East Markets, dated July 24, 2017, between AGCO International GmbH and Tractors and Farm Equipment Limited

Arbitrations Settlement Agreement, dated as of June 30, 2025, by and between AGCO Corporation, AGCO International GmbH, Tractors and Farm Equipment Limited and TAFE International Traktör ve Tarim Ekipmani Sanayi ve Ticaret Limited Sirketi

July 1, 2025, Form 8-K, Exhibit 10.2

Letter Agreement for Mexico, dated July 24, 2017, between AGCO International GmbH and Tractors and Farm Equipment Limited

India Litigation Settlement Agreement, dated as of June 30, 2025, by and amongst Tractors and Farm Equipment Limited, AGCO Corporation and the other parties thereto

July 1, 2025, Form 8-K, Exhibit 10.3

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

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

Intellectual Property Agreement, dated as of June 30, 2025, by and amongst Tractors and Farm Equipment Limited, Massey Ferguson Corp., AGCO Corporation, AGCO International GmbH, and AGCO Limited

July 1, 2025, Form 8-K, Exhibit 10.4

Amendment to the Letter Agreement for Africa, dated July 24, 2017, between AGCO International GmbH and Tractors and Farm Equipment Limited

Buyback Agreement, dated as of June 30, 2025, by and amongst Tractors and Farm Equipment Limited and AGCO Holding B.V.

and Trust Properties Development Company Private Limited

July 1, 2025, Form 8-K, Exhibit 10.5

Number Description of Exhibit The Filings Referenced for

Incorporation by Reference are

AGCO Corporation

Cooperation Agreement, dated as of June 30, 2025, by and among AGCO Corporation and Tractors and Farm Equipment Limited

July 1, 2025, Form 8-K, Exhibit 10.6

Current Director Compensation*

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

A GCO Corporation Inside r Trading P olicy

Filed herewith

AGCO Corporation Insider Trading Policy Amended as of April 24, 2025

July 31, 2025, Form 10-Q, Exhibit 19.1

Subsidiaries of the Registrant

13 unchanged sentences

Furnished herewith

Number Description of Exhibit The Filings Referenced for

Incorporation by Reference are

AGCO Corporation

Compensation Recovery Policy*

35 unchanged sentences

Director February 13, 2026

/s/ George E.

/s/ Zhanna Golodryga*

Director February 13, 2026

Zhanna Golodryga

/s/ Niels Pörksen*

4 unchanged sentences

David Sagehorn

/s/ Mallika Srinivasan*

Director February 24, 2025

Mallika Srinivasan

/s/ Matthew Tsien*

4 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