Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
The Company’s management, including the Chief Executive Officer and the Chief Financial Officer, does not expect that the Company’s disclosure controls or the Company’s internal controls will prevent all errors and all fraud. However, our principal executive officer and principal financial officer have concluded the Company’s disclosure controls and procedures are effective at the reasonable assurance level. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Because of the inherent limitations in a cost effective control system, misstatements due to error or fraud may occur and not be detected. We will conduct periodic evaluations of our internal controls to enhance, where necessary, our procedures and controls.
Evaluation of Disclosure Controls and Procedures
Our Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) as of December 31, 2025, have concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Management’s Annual Report on Internal Control over Financial Reporting
Management of the Company is responsible for establishing and maintaining effective internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934. The Company’s internal control over financial reporting is designed to provide reasonable assurance to the Company’s management and Board of Directors regarding the preparation and fair presentation of published financial statements for external purposes in accordance with generally accepted accounting principles. 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).”
Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025. Based on this assessment, management believes that, as of December 31, 2025, the Company’s internal control over financial reporting is effective based on the criteria referred to above.
The effectiveness of the Company’s internal control over financial reporting as of December 31, 2025 has been audited by KPMG LLP, an independent registered public accounting firm, which also audited the Company’s Consolidated Financial Statements as of and for the year ended December 31, 2025. KPMG LLP’s report on internal control over financial reporting is set forth below.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
AGCO Corporation:
Opinion on Internal Control Over Financial Reporting
We have audited AGCO Corporation and subsidiaries’ (the Company) internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, 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, 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.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ KPMG LLP
Atlanta, Georgia
February 13, 2026
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Item 9B. Other Information
During the three months ended December 31, 2025, none of our directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended) adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933).
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
PART III
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
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. The information with respect to executive officers required by this Item set forth in our Proxy Statement for the 2026 Annual Meeting of Stockholders in the section entitled “Certain Officers” is incorporated herein by reference.
See the information under the heading “Available Information” set forth in Part I of this Form 10-K. 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.
Item 11. Executive Compensation
The information with respect to executive compensation and its establishment required by this Item set forth in our Proxy Statement for the 2026 Annual Meeting of Stockholders in the sections entitled “Board of Directors and Corporate Governance,” “2025 CEO Pay Ratio,” “Certain Officers” and “Talent and Compensation Committee Report” is incorporated herein by reference.
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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
(a) Securities Authorized for Issuance Under Equity Compensation Plans
AGCO maintains its Plan pursuant to which we may grant equity awards to eligible persons. 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.
(a) (b) (c)
Plan Category Number of Securities
to be Issued
upon Exercise
of Outstanding
Awards Under the Plans Weighted-Average
Exercise Price
of Outstanding
Awards Under
the Plans Number of Securities
Remaining Available for Future
Issuance Under Equity
Compensation Plans
(Excluding Securities Reflected
in Column (a))
Equity compensation plans approved by security holders 1,037,677 $ 113.16 7,220,463
Equity compensation plans not approved by security holders — — —
Total 1,037,677 $ 113.16 7,220,463
(b) Security Ownership of Certain Beneficial Owners and Management
The information required by this Item set forth in our Proxy Statement for the 2026 Annual Meeting of Stockholders in the section entitled “Principal Holders of Common Stock” is incorporated herein by reference.
Item 13. Certain Relationships and Related Party Transactions, and Director Independence
The information required by this Item set forth in our Proxy Statement for the 2026 Annual Meeting of Stockholders in the section entitled “Certain Relationships and Related Party Transactions” is incorporated herein by reference.
Item 14. Principal Accounting Fees and Services
The information required by this Item set forth in our Proxy Statement for the 2026 Annual Meeting of Stockholders in the sections entitled “Audit Committee Report” and “Board of Directors and Corporate Governance” is incorporated herein by reference.
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PART IV
Item 15. Exhibits and Financial Statement Schedules
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 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.
(2) The following exhibits are filed or incorporated by reference as part of this report. Each management contract or compensation plan required to be filed as an exhibit is identified by an asterisk (*). The exhibits below may not include all instruments defining the rights of holders of long-term debt where the debt does not exceed 10% of the Company’s total assets. The Company agrees to furnish copies of those instruments to the Commission upon request.
Exhibit
Number Description of Exhibit The Filings Referenced for
Incorporation by Reference are
AGCO Corporation
2.1
Amended and Restated Sale and Contribution Agreement
April 1, 2024, Form 8-K, Exhibit 2.1
2.2
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
3.1
Certificate of Incorporation
June 30, 2002, Form 10-Q, Exhibit 3.1
3.2
Bylaws
October 31, 2022, Form 8-K, Exhibit 3.1
4.1
Description of Securities
March 1, 2021, Form 10-K, Exhibit 4.1
4.2
Indenture, dated as of October 6, 2021
October 7, 2021, Form 8-K, Exhibit 4.1
4.3
Senior Note Indenture
March 21, 2024, Form 8-K, Exhibit 4.1
4.4
First Supplemental Indenture for the 2027 Notes and 2034 Notes
March 21, 2024, Form 8-K, Exhibit 4.2
10.1
2006 Long-Term Incentive Plan*
September 30, 2017, Form 10-Q, Exhibit 10.5
10.2
Amendment to 2006 Long-Term Incentive Plan*
November 7, 2024, Form 10-Q, Exhibit 10.1
10. 3
AGCO Corporation Employee Stock Purchase Plan*
March 24, 2025, DEF 14A, Appendix
10. 4
2006 Form of Stock Appreciation Rights Agreement*
March 31, 2006, Form 10-Q, Exhibit 10.4
10. 5
2019 Form of Stock Appreciation Rights Agreement*
January 22, 2019, Form 8-K, Exhibit 10.2
10. 6
2023 Form of Stock Appreciation Rights Agreement*
January 13, 2023, Form 8-K, Exhibit 10.3
10. 7
2023 Form of Restricted Stock Units Agreement*
January 13, 2023, Form 8-K, Exhibit 10.2
10. 8
2024 Form of Restricted Stock Units Agreement*
February 2, 2024, Form 8-K, Exhibit 10.1
10. 9
2025 Form of Restricted Stock Units Agreement*
January 31, 2025, Form 8-K, Exhibit 10.1
10. 10
2026 Form of Restricted Stock Units Agreement*
January 30, 2026, Form 8-K, Exhibit 10.1
10.1 1
2023 Form of Performance Share Agreement*
January 13, 2023, Form 8-K, Exhibit 10.1
10.1 2
2024 Form of Performance Share Agreement*
February 2, 2024, Form 8-K, Exhibit 10.2
10.1 3
2025 Form of Performance Share Agreement*
January 31, 2025, Form 8-K, Exhibit 10.2
10.14
2026 Form of Performance Share Agreement*
January 30, 2026, Form 8-K, Exhibit 10.2
10.1 5
Amended and Restated Executive Nonqualified Pension Plan*
April 12, 2021, Form 8-K, Exhibit 10.1
10.1 6
Annual Incentive Plan*
August 9, 2022, Form 10-Q, Exhibit 10.2
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Exhibit
Number Description of Exhibit The Filings Referenced for
Incorporation by Reference are
AGCO Corporation
10. 17
Executive Nonqualified Defined Contribution Plan*
December 31, 2015, Form 10-K, Exhibit 10.9
10. 18
First Amendment of AGCO Corporation Executive Non-Qualified Defined Contribution Plan*
December 6, 2024, Form 8-K, Exhibit 10.1
10.19
Amended and Restated Employment and Severance Agreement with Eric P. Hansotia*
Filed herewith
10. 2 0
Employment and Severance Agreement with Damon J. Audia*
June 15, 2022, Form 8-K, Exhibit 10.1
10.2 1
Employment and Severance Agreement with Torsten Dehner*
February 25, 2022, Form 10-K, Exhibit 10.13
10. 2 2
Employment and Severance Agreement with Luis F.S. Felli*
February 27, 2024, Form 10-K, Exhibit 10.18
10.2 3
Employment and Severance Agreement with Timothy O. Millwood*
February 24, 2025, Form 10-K, Exhibit 10.24
10.2 4
Credit Agreement dated as of June 27, 2022
August 9, 2022, Form 10-Q, Exhibit 10.1
10.2 5
Credit Agreement dated as of December 19, 2022
December 21, 2022, Form 8-K, Exhibit 10.1
10.2 6
First Amendment to 2022 Credit Agreement dated as of December 12, 2023
February 27, 2024, Form 10-K, Exhibit 10.22
10.2 7
Second Amendment to 2022 Credit Agreement dated as of March 25, 2024
May 3, 2024, Form 10-Q, Exhibit 10.1
10. 28
Third Amendment to 2022 Credit Agreement dated as of May 22, 2025
July 31, 2025, Form 10-Q, Exhibit 10.9
10 . 29
European Investment Bank Senior Term Loan dated as of September 29, 2023
November 8, 2023, Form 10-Q, Exhibit 10.2
10. 30
European Investment Bank Senior Term Loan dated as of January 25, 2024
February 27, 2024, Form 10-K, Exhibit 10.24
10. 3 1
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
10. 3 2
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
10. 33
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
10. 3 4
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
10. 35
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
10.36
Current Director Compensation*
Filed herewith
19.1
AGCO Corporation Insider Trading Policy Amended as of April 24, 2025
July 31, 2025, Form 10-Q, Exhibit 19.1
21.1
Subsidiaries of the Registrant
Filed herewith
22.1
List of Subsidiary Guarantors
Filed herewith
23.1
Consent of KPMG LLP
Filed herewith
24.1
Powers of Attorney
Filed herewith
31.1
Certification of Eric P. Hansotia
Filed herewith
31.2
Certification of Damon Audia
Filed herewith
32.1
Certification of Eric P. Hansotia and Damon Audia
Furnished herewith
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Exhibit
Number Description of Exhibit The Filings Referenced for
Incorporation by Reference are
AGCO Corporation
97.1
Compensation Recovery Policy*
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, 2025, are formatted in Inline XBRL:
(i) Consolidated Statements of Operations;
(ii) Consolidated Statements of Comprehensive Income (Loss);
(iii) Consolidated Balance Sheets;
(iv) Consolidated Statements of Stockholders’ Equity;
(v) Consolidated Statements of Cash Flows; and
(vi) Notes to Consolidated Financial Statements.
Filed herewith
104 Cover Page Interactive Data File - the cover page from this Annual Report on Form 10-K for the year ended December 31, 2025 is formatted in Inline XBRL
Filed herewith
Item 16. Form 10-K Summary
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
AGCO Corporation
By: /s/ Eric P. Hansotia
Eric P. Hansotia
Dated: February 13, 2026 Chairman of the Board, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the date indicated.
Signature Title Date
/s/ Eric P. Hansotia Chairman of the Board, President and Chief
Executive Officer February 13, 2026
Eric P. Hansotia
/s/ Damon Audia Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
February 13, 2026
Damon Audia
/s/ Indira Agarwal
Vice President, Chief Accounting Officer
(Principal Accounting Officer)
February 13, 2026
Indira Agarwal
/s/ Michael C. Arnold*
Director February 13, 2026
Michael C. Arnold
/s/ Sondra L. Barbour*
Director February 13, 2026
Sondra L. Barbour
/s/ Suzanne P. Clark*
Director February 13, 2026
Suzanne P. Clark
/s/ Bob De Lange*
Director February 13, 2026
Bob De Lange
/s/ Zhanna Golodryga*
Director February 13, 2026
Zhanna Golodryga
/s/ Niels Pörksen*
Director February 13, 2026
Niels Pörksen
/s/ David Sagehorn*
Director February 13, 2026
David Sagehorn
/s/ Matthew Tsien*
Director February 13, 2026
Matthew Tsien
*By: /s/ Damon Audia February 13, 2026
Damon Audia
Attorney-in-Fact
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