What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-05-05 compared with 2025-10-31 · 161 added, 231 removed, 190 unchanged (67% of the section changed)

7 unchanged sentences

In certain markets, particularly in North America, there is often a time lag, which varies based on the timing and level of retail demand, between our sale of the equipment to the dealer and the dealer’s sale to a retail customer.

The recent announcements of significant trade policy and tariff actions by the U.S.

government, including but not limited to tariffs on imported steel and aluminum products, tariffs on certain imports from China, tariffs on certain imports from Canada and Mexico, announced trade deal between the United States and European Union of baseline tariffs on certain imports from the European Union, and baseline tariffs on most imports from most other countries, continue to create significant uncertainty and potential risks for our business.

These announcements in some cases were followed by delays and changes in implementation, and the ultimate tariff structures are unclear at the current time.

Depending on the countries affected, increases in tariffs have raised the costs of inputs used in manufacturing our products, which in turn has impacted our cost of goods sold.

Additionally, higher tariffs may lead to increased after-tariff sales prices for the products we sell.

The impacts of the tariffs may be partially mitigated as a majority of our sales and manufacturing takes place outside the United States.

While we are actively exploring opportunities to mitigate these increased costs, there can be no guarantee that we will be able to fully offset the impact of these tariffs.

Furthermore, the imposition of retaliatory tariffs from other countries on our exported products could negatively affect our sales and marketplace access in those countries.

Moreover, the uncertainty of the tariff changes and any future trade policy changes has adversely impacted, and is expected to continue to adversely impact, our sales.

The global trade landscape continues to be highly volatile.

In 2025, the U.S.

government implemented a series of tariffs on goods imported into the United States from various countries, and in many cases these measures resulted in reciprocal tariffs and other actions on goods exported from the United States.

These tariffs and related actions are complex and continue to evolve as trade negotiations occur.

In February 2026, the U.S.

Supreme Court ruled that the International Emergency Economic Powers Act (“IEEPA”), which the U.S.

government had relied on to impose certain tariffs, does not authorize the administration to impose such tariffs.

Following that decision, on March 4, 2026, the U.S.

Court of International Trade (“CIT”) ordered U.S.

Customs and Border Protection (“CBP”) to process refunds of tariffs imposed under IEEPA, and on March 27, 2026, the CIT issued an amended order expanding the scope of entries subject to reliquidation.

On April 20, 2026, the Consolidated Administration and Processing of Entries system opened for the first phase of refund filings.

We have submitted certain refund claims under this initial phase;

however, these claims remain subject to CBP review, and we cannot predict the timing, amount or ultimate collectability of any refunds to which we may be entitled.

The IEEPA tariffs remain subject to ongoing litigation, and the administration has announced plans to implement new tariffs under alternative statutory authority.

As a result, the timing and extent of any refunds, the structure and scope of any new tariffs and the overall tariff framework remain uncertain and could create significant risks for our business.

Depending on the countries affected, increases in tariffs have raised, and may continue to raise, the costs of inputs used in manufacturing our products, which in turn has impacted, and may further impact, our cost of goods sold.

In addition, higher tariffs may lead to increased after‑tariff sales prices for the products we sell.

Additionally, the economic uncertainty caused by the tariffs may result in customers delaying planned purchases of products and services.

While impacts of the tariffs may be partially mitigated by the fact that a majority of our sales and manufacturing takes place outside the United States, there can be no guarantee that we will be able to fully offset the impact of existing or future tariffs through pricing, sourcing changes or other measures.

Furthermore, retaliatory tariffs imposed by other countries on our exported products could negatively affect our sales and marketplace access in those countries.

The economic uncertainty caused by these tariffs and related trade policy developments, together with uncertainty regarding their enforceability, continuation or modification, has adversely impacted, and is expected to continue to adversely impact, our sales.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

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Financial Highlights

The following tables set forth the percentage relationship to net sales of certain items included in our Condensed Consolidated Statements of Operations (in millions, except percentages):

Three Months Ended September 30,

The following table sets forth the percentage relationship to net sales of certain items included in our Condensed Consolidated Statements of Operations (in millions, except percentages):

Three Months Ended March 31,

$ % of Net Sales (1)

8 unchanged sentences

Restructuring and business optimization expenses 10.0 0.4 13.0 0.6

8.7 0.4 10.5 0.4

Loss on sale of business

Income from operations 80.7 3.4 49.4 2.4

151.6 6.1 114.8 4.4

Interest expense, net 15.2 0.6 18.5 0.9

Other expense (income), net

(208.4) (8.4) 52.3 2.0

Income before income taxes and equity in net earnings of affiliates

Other expense, net

26.5 1.1 32.3 1.6

Income (loss) before income taxes and equity in net earnings of affiliates 39.0 1.7 (1.4) (0.1)

Income tax provision

4.6 0.2 2.0 0.1

Income before equity in net earnings of affiliates

295.7 11.9 16.7 0.6

Income (loss) before equity in net earnings of affiliates 34.4 1.5 (3.4) (0.2)

Equity in net earnings of affiliates 18.0 0.8 12.1 0.6

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Net loss attributable to noncontrolling interests 2.6 0.1 1.8 0.1

3.0 0.1 1.1 —

Net income attributable to AGCO Corporation

2 unchanged sentences

(1) Rounding may impact summation of amounts.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Nine Months Ended September 30,

$ % of Net Sales (1)

Net sales $ 7,161.8 100.0 % $ 8,774.6 100.0 %

Cost of goods sold 5,336.1 74.5 6,564.2 74.8

Gross profit 1,825.7 25.5 2,210.4 25.2

Selling, general and administrative expenses 993.0 13.9 1,074.5 12.2

Engineering expenses 356.8 5.0 390.0 4.4

Amortization of intangibles 54.0 0.8 54.4 0.6

Impairment charges 7.3 0.1 5.3 0.1

Restructuring and business optimization expenses 37.3 0.5 41.7 0.5

Loss on sale of business

12.3 0.2 497.8 5.7

Income from operations 365.0 5.1 146.7 1.7

Interest expense, net 51.8 0.7 65.7 0.7

Other expense (income), net

(127.2) (1.8) 168.4 1.9

Income (loss) before income taxes and equity in net earnings of affiliates 440.4 6.1 (87.4) (1.0)

Income tax provision (benefit) (154.7) (2.2) 122.6 1.4

Income (loss) before equity in net earnings of affiliates 595.1 8.3 (210.0) (2.4)

Equity in net earnings of affiliates 30.7 0.4 38.0 0.4

Net income (loss) 625.8 8.7 (172.0) (2.0)

Net loss attributable to noncontrolling interests 5.2 0.1 2.9 —

Net income (loss) attributable to AGCO Corporation

$ 631.0 8.8 % $ (169.1) (1.9) %

___________________________________

(1) Rounding may impact summation of amounts.

Net income attributable to AGCO Corporation for the three months ended September 30, 2025, was $305.7 million, or $4.09 per diluted share, compared to $30.0 million or $0.40 per diluted share, for the three months ended September 30, 2024.

Net income (loss) attributable to AGCO Corporation for the nine months ended September 30, 2025, was $631.0 million, or $8.45 per diluted share, compared to $(169.1) million or $(2.27) per diluted share, for the nine months ended September 30, 2024.

Net sales during the three months ended September 30, 2025 were approximately $2,476.3 million, or 4.7% lower than the three months ended September 30, 2024, primarily due to lower sales volumes resulting from softer industry sales reflecting lower end market demand in the North America, South America and Asia/Pacific/Africa regions and the divestiture of the majority of the Company's G&P business on November 1, 2024, partially offset by higher sales volumes in the Europe/Middle East region and favorable currency impacts.

Income from operations was $151.6 million for the three months ended September 30, 2025 compared to $114.8 million in the three months ended September 30, 2024.

The increase in income from operations during 2025 was primarily the result of higher sales and production volumes in the Europe/Middle East region, decreases in restructuring and business optimization expenses and selling, general and administrative expenses (“SG&A expenses”) primarily related to lower compensation and transaction costs, partially offset by higher amortization expense.

Additionally, as of June 30, 2024, the Company classified its G&P business as held for sale and recorded a loss of $3.2 million during the three months ended September 30, 2024.

Net sales during the nine months ended September 30, 2025 were approximately $7,161.8 million, or 18.4% lower than the nine months ended September 30, 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 from operations was $365.0 million for the nine months ended

Net income attributable to AGCO Corporation for the three months ended March 31, 2026, was $55.0 million, or $0.76 per diluted share, compared to $10.5 million or $0.14 per diluted share, for the three months ended March 31, 2025.

Net sales during the three months ended March 31, 2026 were approximately $2,342.9 million, or 14.3% higher than the three months ended March 31, 2025, primarily due to higher sales volumes in the North America, Europe/Middle East and Asia/Pacific/Africa regions, most significantly in high-horsepower tractors, and favorable currency translation.

Income from operations was $80.7 million for the three months ended March 31, 2026 compared to $49.4 million in the three months ended March 31, 2025.

The increase in income from operations during 2026 was the result of higher sales and production volumes, partially offset by higher selling, general and administrative expenses (“SG&A expenses”) and engineering expenses.

We estimate that worldwide average price increases (decreases) were approximately 1.6% and (0.1)% for the three months ended March 31, 2026 and 2025, respectively.

Consolidated net sales of tractors and combines, which comprised approximately 67.0% of our net sales for the three months ended March 31, 2026, increased approximately 20.3% compared to the same period in 2025.

Overall, global production hours increased approximately 14.9% during the three months ended March 31, 2026 compared to the same period in 2025, reflecting our response to end market demand.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

September 30, 2025 compared to $146.7 million in the nine months ended September 30, 2024.

As of June 30, 2024, the Company classified its G&P business as held for sale and recorded a loss of $497.8 million during the nine months ended September 30, 2024.

Additionally, the increase in income from operations during 2025 was the result of decreases in engineering expenses and SG&A expenses primarily related to lower compensation and transaction costs, partially offset by lower sales and production volumes reflecting weak industry conditions.

We estimate that worldwide average price increases (decreases) were approximately 1.4% and (1.2)% for the three months ended September 30, 2025 and 2024, respectively, and 0.4% and (0.8)% for the nine months ended September 30, 2025 and 2024, respectively.

Consolidated net sales of tractors and combines, which comprised approximately 68.6% and 67.0% of our net sales for the three and nine months ended September 30, 2025, increased (decreased) approximately 13.5% and (10.6)% compared to the same periods in 2024.

Unit sales of tractors and combines increased (decreased) approximately 6.2% and (6.7)% during the three and nine months ended September 30, 2025 compared to the same periods in 2024.

The primary driver of the change in unit sales was due to changes in end market demand.

The difference between the unit sales change and the change in net sales was primarily the result of sales mix changes and foreign currency translation.

Overall, global production hours, excluding hours related to the Company's G&P business which was divested on November 1, 2024, increased (decreased) approximately 5.9% and (16.6)% during the three and nine months ended September 30, 2025, respectively, compared to the same periods in 2024, reflecting our response to end market demand and extended plant shutdowns in the Europe/Middle East region in the third quarter of 2024.

Results of Operations

Gross profit as a percentage of net sales increased during the three and nine months ended September 30, 2025 compared to the same periods in 2024, primarily due to lower manufacturing costs.

SG&A expenses, as a percentage of net sales, were higher during the three and nine months ended September 30, 2025 compared to the same periods in 2024 as net sales decreased at a faster rate than SG&A expenses.

The absolute level of SG&A expenses decreased during the three and nine months ended September 30, 2025 due to lower compensation costs and lower transaction costs related to the divestiture of the majority of the Company's G&P business and the PTx Trimble joint venture transaction.

We recorded $6.9 million and $24.3 million of stock compensation expense within SG&A expenses during the three and nine months ended September 30, 2025, respectively, compared to $5.0 million and $20.4 million during the same periods in 2024.

Engineering expenses, as a percentage of net sales, were higher during the three and nine months ended September 30, 2025 compared to the same periods in 2024 as net sales decreased at a faster rate than engineering expenses.

The absolute value of engineering expenses were flat during the three months ended September 30, 2025.

The absolute value of engineering expenses decreased during the nine months ended September 30, 2025 primarily due to lower investment, partially offset by increased engineering expenses related to the PTx Trimble joint venture.

We recorded impairment charges of $(0.6) million and $7.3 million during the three and nine months ended September 30, 2025, respectively, compared to $0.2 million and $5.3 million recorded during the three and nine months ended September 30, 2024, related to the impairment of certain other assets.

We recorded restructuring and business optimization expenses of $8.7 million and $37.3 million during the three and nine months ended September 30, 2025, respectively, compared to $10.5 million and $41.7 million during the same periods in 2024.

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

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 the initial 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.

The restructuring expenses recorded during the three and nine months ended September 30, 2025 and 2024 primarily related to severance, business optimization and other related costs associated with the Company's Program.

Refer to Note 10 of our Condensed Consolidated Financial Statements for further information.

We recorded a loss on sale of business of $12.3 million during the nine months ended September 30, 2025 related to the finalization of the preliminary working capital and other adjustments related to the sale of the majority of the Company's G&P business.

As of June 30, 2024, the Company classified its G&P business as held for sale and recorded a loss of

Management’s Discussion and Analysis of Financial Condition and Results of Operations

$3.2 million and $497.8 million during the three and nine months ended September 30, 2024, respectively.

Gross profit as a percentage of net sales decreased during the three months ended March 31, 2026 compared to the same period in 2025, primarily due to higher manufacturing costs, including increased tariff-related input costs.

SG&A expenses, as a percentage of net sales, were lower during the three months ended March 31, 2026 compared to the same period in 2025 as net sales increased at a faster rate than SG&A expenses.

The absolute level of SG&A expenses increased during the three months ended March 31, 2026 primarily due to foreign currency translation.

We recorded $10.3 million of stock compensation expense within SG&A expenses during the three months ended March 31, 2026 compared to $7.1 million during the same period in 2025.

Engineering expenses, as a percentage of net sales, were consistent during the three months ended March 31, 2026 compared to the same period in 2025 as net sales increased at a similar rate as engineering expenses.

The absolute value of engineering expenses increased during the three months ended March 31, 2026 driven by an increase in product innovation and other technology investments.

We recorded impairment charges of $2.1 million during the three months ended March 31, 2026 compared to $1.1 million recorded during the three months ended March 31, 2025, related to the impairment of certain other assets.

We recorded restructuring and business optimization expenses of $10.0 million during the three months ended March 31, 2026 compared to $13.0 million during the same period in 2025.

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

The Company incurred a substantial portion of the charges by the end of fiscal year 2025.

The restructuring expenses recorded during the three months ended March 31, 2026 and 2025 primarily related to severance, business optimization and other related costs associated with the Company's Program.

Refer to Note 8 of our Condensed Consolidated Financial Statements for further information.

Interest expense, net was $15.5 million for the three months ended September 30, 2025, compared to $33.9 million for the comparable period in 2024, resulting primarily from a decrease in interest expense resulting from the Company's repayment of the Term Loan Facility on November 1, 2024.

Interest expense, net was $51.8 million for the nine months ended September 30, 2025, compared to $65.7 million for the comparable period in 2024, resulting primarily from a decrease in interest expense resulting from the Company's repayment of the Term Loan Facility on November 1, 2024, partially offset by lower interest income.

Interest expense, net was $15.2 million for the three months ended March 31, 2026, compared to $18.5 million for the comparable period in 2025, resulting primarily from a decrease in interest expense related to lower borrowings on the Company's Credit Facility.

Refer to “Liquidity and Capital Resources” for further information on our available funding.

Other expense (income), net was $(208.4) million and $(127.2) million for the three and nine months ended September 30, 2025, respectively, compared to $52.3 million and $168.4 million for the comparable periods in 2024.

During the three and nine months ended September 30, 2025, the Company recorded a gain of $251.9 million on the sale of an investment in affiliate related to the sale of the Company’s ownership interest in Tractors and Farm Equipment Limited (“TAFE”) within “Other expense (income), net.” Refer to Note 20 of our Condensed Consolidated Financial Statements for further information.

Foreign currency exchange losses were approximately $18.4 million and $60.6 million, respectively, for the three and nine months ended September 30, 2025, compared to $24.7 million and $74.3 million for the comparable periods in 2024.

Losses on sales of receivables, primarily related to our accounts receivable sales agreements with our finance joint ventures in North America, Europe and Brazil and included in “Other expense (income), net,” were approximately $21.9 million and $60.6 million, respectively, for the three and nine months ended September 30, 2025, compared to $28.4 million and $92.2 million for the comparable periods in 2024.

During the nine months ended September 30, 2024, the Company recorded the final business interruption insurance recovery related to the 2022 cyber attack of $5.0 million.

We recorded an income tax provision (benefit) of $48.8 million and $(154.7) million for the three and nine months ended September 30, 2025, respectively, compared to $11.9 million and $122.6 million for the three and nine months ended September 30, 2024.

Other expense, net was $26.5 million for the three months ended March 31, 2026 compared to $32.3 million for the comparable period in 2025.

The decrease was primarily driven by a decrease in foreign currency exchange losses which were approximately $5.2 million for the three months ended March 31, 2026, compared to $13.6 million for the comparable period in 2025.

Losses on sales of receivables, primarily related to our accounts receivable sales agreements with our finance joint ventures in North America, Europe and Brazil and included in “Other expense, net,” were approximately $18.6 million, for the three months ended March 31, 2026, compared to $18.9 million for the comparable period in 2025.

We recorded an income tax provision of $4.6 million for the three months ended March 31, 2026 compared to $2.0 million for the three months ended March 31, 2025.

Our effective tax rate varies from period to period due to the mix of taxable income and losses in the various tax jurisdictions in which we operate.

During the three and nine months ended September 30, 2025, the Company’s income tax provision included a net tax benefit of $4.7 million and $259.9 million, respectively, related to a legal entity reorganization.

Based on a favorable tax ruling in Brazil regarding the taxability of certain state value added tax incentive benefits, the Company recorded a $31.7 million reduction in the provision for income taxes during the nine months ended September 30, 2024.

Equity in net earnings of affiliates, which is primarily comprised of income from our AGCO Finance joint ventures, was $7.0 million and $30.7 million for the three months and nine ended September 30, 2025, respectively, compared to $12.2 million and $38.0 million for the three and nine months ended September 30, 2024.

The Company recorded a net loss attributable to noncontrolling interests of $3.0 million and $5.2 million during the three and nine months ended September 30, 2025, respectively, compared to $1.1 million and $2.9 million recorded during the three and nine months ended September 30, 2024.

Equity in net earnings of affiliates, which is primarily comprised of income from our AGCO Finance joint ventures, was $18.0 million for the three months ended March 31, 2026 compared to $12.1 million for the three months ended March 31, 2025.

The Company recorded a net loss attributable to noncontrolling interests of $2.6 million during the three months ended March 31, 2026, compared to $1.8 million recorded during the three months ended March 31, 2025.

The net loss primarily relates to the noncontrolling interests of the PTx Trimble joint venture held by Trimble, which owns a 15% interest in the joint venture.

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Results of Operations - Segment Information

The Company has four operating segments which are also its reportable segments which consist of the Europe/Middle East (“EME”), North America, South America and Asia/Pacific/Africa (“APA”) regions.

The Company has four operating segments which are also its reportable segments which consist of the Europe/Middle East (“EME”), North America, Latin America (“LATAM”) and Asia/Pacific/Africa (“APA”) regions.

Effective January 1, 2026, the Company realigned its organizational structure to support its Farmer‑First transformation initiatives in North America.

As a result, the Company’s Mexico operations were transferred from the North America segment to the South America segment, which was renamed Latin America.

Segment information for all prior periods presented has been retrospectively adjusted to reflect this change.

The Company’s reportable segments are geography based and distribute a full range of agricultural machinery and precision agriculture technology.

3 unchanged sentences

As a result, the components of income (loss) from operations for one segment may not be comparable to another segment.

The following tables set forth, for the three and nine months ended September 30, 2025, the impact to net sales of currency translation by geographical segment (in millions, except percentages):

Three Months Ended September 30, Change Change Due to Currency Translation

2025 2024 $ % $ %

Europe/Middle East $ 1,613.8 $ 1,266.0 $ 347.8 27.5 % $ 91.0 7.2 %

North America 383.0 564.4 (181.4) (32.1) % (0.5) — %

South America 322.4 350.8 (28.4) (8.1) % 5.0 1.4 %

Asia/Pacific/Africa 157.1 166.9 (9.8) (5.9) % (1.2) (0.7) %

Total Segments

2,476.3 2,348.1 128.2 5.5 % 94.3 4.1 %

— 251.2 (251.2) (100.0) % — — %

$ 2,476.3 $ 2,599.3 $ (123.0) (4.7) % $ 94.3 3.7 %

__________________________________

(1) “Other” represents the results for the three months ended September 30, 2024 for the majority of the Company’s Grain & Protein (“G&P”) business which was divested on November 1, 2024.

The results of the G&P business through the date of the divestiture were previously included within our North America, South America, Europe/Middle East and Asia/Pacific/Africa segments.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Nine Months Ended September 30, Change Change Due to Currency Translation

2025 2024 $ % $ %

Europe/Middle East $ 4,719.2 $ 4,842.4 $ (123.2) (2.5) % $ 152.3 3.1 %

North America 1,199.5 1,792.7 (593.2) (33.1) % (14.5) (0.8) %

South America 855.7 939.7 (84.0) (8.9) % (45.6) (4.9) %

Asia/Pacific/Africa 387.4 458.0 (70.6) (15.4) % (3.3) (0.7) %

Total Segments

7,161.8 8,032.8 (871.0) (10.8) % 88.9 1.1 %

— 741.8 (741.8) (100.0) % — — %

$ 7,161.8 $ 8,774.6 $ (1,612.8) (18.4) % $ 88.9 1.0 %

__________________________________

(1) “Other” represents the results for the nine months ended September 30, 2024 for the majority of the Company’s G&P business which was divested on November 1, 2024.

The results of the G&P business through the date of the divestiture were previously included within our North America, South America, Europe/Middle East and Asia/Pacific/Africa segments.

Three Months Ended

September 30,

Change Nine Months Ended

September 30,

2025 2024 $ 2025 2024 $

$ 1,613.8 $ 1,266.0 $ 347.8 $ 4,719.2 $ 4,842.4 $ (123.2)

March 31, Change

Net sales $ 1,600.8 $ 1,330.5 $ 270.3

Income from operations 259.0 154.4 104.6

252.4 89.3 163.1 668.1 680.0 (11.9)

Net sales in EME increased in the three months ended September 30, 2025 compared to the three months ended September 30, 2024, primarily due to sales volume increases, most significantly in high-horsepower tractors and mid-range tractors and favorable foreign currency translation.

Income from operations increased by $163.1 million in the three months ended September 30, 2025 compared to the three months ended September 30, 2024 as a result of higher sales and production volumes.

Net sales in EME decreased in the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, primarily due to sales volume declines, most significantly in high-horsepower tractors and combines, partially offset by favorable foreign currency translation.

Income from operations decreased by $11.9 million in the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 as a result of lower sales and production volumes and higher warranty costs.

Net sales in EME increased in the three months ended March 31, 2026 compared to the three months ended March 31, 2025, primarily due to sales volume increases, most significantly in high-horsepower tractors, and favorable foreign currency translation.

Income from operations increased by $104.6 million in the three months ended March 31, 2026 compared to the three months ended March 31, 2025 as a result of higher sales, favorable product mix and production volumes.

North America

Three Months Ended

September 30,

Change Nine Months Ended

September 30,

2025 2024 $ 2025 2024 $

$ 383.0 $ 564.4 $ (181.4) $ 1,199.5 $ 1,792.7 $ (593.2)

March 31, Change

Net sales $ 406.4 $ 369.5 $ 36.9

Income (loss) from operations (51.0) (24.2) (26.8)

Net sales in North America decreased in the three months ended September 30, 2025 compared to the three months ended September 30, 2024, primarily due to sales volume declines, most significantly in high-horsepower tractors, sprayers and combines.

Income (loss) from operations decreased by $56.4 million in the three months ended September 30, 2025 compared to the three months ended September 30, 2024 as a result of lower sales and production volumes.

Net sales in North America increased in the three months ended March 31, 2026 compared to the three months ended March 31, 2025, primarily due to sales volume increases, most significantly in high-horsepower tractors, hay tools and sprayers.

Income (loss) from operations decreased by $26.8 million in the three months ended March 31, 2026 compared to the three months ended March 31, 2025 primarily due to higher tariff-related input costs.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Net sales in North America decreased in the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, primarily due to sales volume declines, most significantly in high-horsepower tractors, sprayers and hay tools.

Income (loss) from operations decreased by $162.9 million in the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 as a result of lower sales and production volumes.

South America

Three Months Ended

September 30,

Change Nine Months Ended

September 30,

2025 2024 $ 2025 2024 $

$ 322.4 $ 350.8 $ (28.4) $ 855.7 $ 939.7 $ (84.0)

Income from operations

March 31, Change

Net sales $ 211.7 $ 256.0 $ (44.3)

Income (loss) from operations

(40.9) 6.5 (47.4)

Net sales decreased in South America in the three months ended September 30, 2025 compared to the three months ended September 30, 2024, primarily due to sales declines, most significantly in tractors and implements, and negative pricing impacts.

Income from operations decreased $22.6 million in the three months ended September 30, 2025 compared to the three months ended September 30, 2024, as a result of lower sales and production volumes and negative pricing impacts.

Net sales decreased in South America in the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, primarily due to sales declines, most significantly in tractors and implements, negative pricing impacts and unfavorable foreign currency translation.

Income from operations decreased $15.1 million in the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, as a result of lower sales and negative pricing impacts, partially offset by lower manufacturing costs.

Net sales decreased in LATAM in the three months ended March 31, 2026 compared to the three months ended March 31, 2025, primarily due to sales volume declines, most significantly in tractors and combines, and negative pricing impacts, partially offset by favorable foreign currency translation.

Income (loss) from operations decreased $47.4 million in the three months ended March 31, 2026 compared to the three months ended March 31, 2025, as a result of lower sales and negative pricing impacts.

Three Months Ended

September 30,

Change Nine Months Ended

September 30,

2025 2024 $ 2025 2024 $

March 31, Change

Net sales $ 124.0 $ 94.5 $ 29.5

Income from operations

Income (loss) from operations

4.0 (2.7) 6.7

Net sales decreased in APA in the three months ended September 30, 2025 compared to the three months ended September 30, 2024, primarily due to sales volume declines, most significantly in hay tools.

Income from operations increased $0.9 million in the three months ended September 30, 2025 compared to the three months ended September 30, 2024, primarily due to lower manufacturing costs, partially offset by lower sales volume.

Net sales decreased in APA in the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, primarily due to sales volume declines, most significantly in high-horsepower tractors, hay tools and sprayers.

Income from operations decreased $11.9 million in the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, primarily due to lower sales and production volumes.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Net sales increased in APA in the three months ended March 31, 2026 compared to the three months ended March 31, 2025, primarily due to sales volume increases, most significantly in high-horsepower tractors and combines, and favorable foreign currency translation.

Income (loss) from operations increased $6.7 million in the three months ended March 31, 2026 compared to the three months ended March 31, 2025, primarily due to higher sales and production volumes.

LIQUIDITY AND CAPITAL RESOURCES

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We believe that the borrowings and facilities listed below, together with available cash and internally generated funds, and assuming customary renewals and replacements, will be sufficient to support our working capital, capital expenditures and debt service requirements for the foreseeable future (in millions):

September 30, 2025 (1)

March 31, 2026 (1)

Credit facility, expires 2027 $ 115.0

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The Company has a credit facility providing for a $1.25 billion multi-currency unsecured revolving credit facility (“Credit Facility”) that matures on December 19, 2027.

In May 2025, the Company amended the Credit Facility with respect to the net leverage ratio financial covenant requirements for the remainder of 2025 and in the event of a future material acquisition.

As of September 30, 2025, the Company had $350.0 million in outstanding borrowings under the revolving credit facility and had the ability to borrow $900.0 million.

In addition, the Company has an uncommitted revolving credit facility that allows the Company to borrow up to €200.0 million (or approximately $234.7 million as of September 30, 2025).

As of March 31, 2026, the Company had $115.0 million in outstanding borrowings under the revolving credit facility and had the ability to borrow $1,135.0 million.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

In addition, the Company has an uncommitted revolving credit facility that allows the Company to borrow up to €200.0 million (or approximately $230.6 million as of March 31, 2026).

The credit facility expires on December 31, 2026.

As of September 30, 2025, the Company had no outstanding borrowings under the revolving credit facility.

The Company had redeemable noncontrolling interests of $301.3 million as of September 30, 2025 resulting from the PTx Trimble joint venture transaction, which may require the use of cash in certain instances, beginning in 2027.

Refer to Note 2 of our Condensed Consolidated Financial Statements for further information.

As of March 31, 2026, the Company had no outstanding borrowings under the revolving credit facility.

AGCO Finance equity joint ventures offer both retail financing and wholesale financing to our dealers in the U.S., Canada, Europe, Brazil, Argentina, and Australia.

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

The Company continually evaluates opportunities to optimize regulatory capital efficiency and capital deployment, while strengthening its strategic partnership with Rabobank and its commitment to providing competitive financing solutions to farmers and dealers.

To better align with evolving market dynamics and increasing regulatory and compliance requirements, on April 30, 2026, the Company executed an Interests Purchase Agreement and Share Purchase Agreement (collectively the “Agreements”) with wholly owned subsidiaries of Rabobank to sell its 49% equity interests in the joint ventures in the U.S.

and Canada, AGCO Finance LLC and AGCO Finance Canada, Ltd., respectively, for aggregate consideration of approximately $190.0 million.

The proceeds will be used as a source of funding for share repurchases.

In connection with the Agreements, the Company entered into Financing Framework Agreements with wholly owned subsidiaries of Rabobank, which establish the commercial terms governing the future provision of financing solutions to dealers and farmers for those markets.

The Company will continue to evaluate similar agreements in respect of other joint ventures with wholly owned subsidiaries of Rabobank in the future.

This structural evolution strengthens the Company’s Farmer‑First strategy, ensures continued access to competitive financing offerings, and allows AGCO and Rabobank and its subsidiaries to more effectively address increasing regulatory and compliance requirements.

The Company had redeemable noncontrolling interests of $295.5 million as of March 31, 2026 resulting from the PTx Trimble joint venture transaction, which may require the use of cash in certain instances, beginning in 2027.

The Company is in compliance with the financial covenants contained in these facilities and expects to continue to maintain such compliance.

Should we ever encounter difficulties, our historical relationship with our lenders has been strong, and we anticipate their continued long-term support of our business.

Our debt to capitalization ratio, which is total indebtedness divided by the sum of total indebtedness, excluding short-term borrowings due within one year, and stockholders’ equity, was 37.8% and 40.6% at September 30, 2025 and December 31, 2024, respectively.

Our debt to capitalization ratio, which is total indebtedness divided by the sum of total indebtedness, excluding short-term borrowings due within one year, and stockholders’ equity, was 36.6% and 35.8% at March 31, 2026 and December 31, 2025, respectively.

Supplemental Guarantor Financial Information

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The following tables present summarized financial information of AGCO Corporation, as the issuer of the 2027 Notes and the 2034 Notes, and the Guarantors on a combined basis after elimination of intercompany transactions and balances within the Guarantors and equity in the earnings from and investments in any non-guarantor subsidiary.

As used herein, “obligor

Management’s Discussion and Analysis of Financial Condition and Results of Operations

group” means AGCO Corporation, as the issuer of the debt securities, and the Guarantors on a combined basis.

As used herein, “obligor group” means AGCO Corporation, as the issuer of the debt securities, and the Guarantors on a combined basis.

The summarized financial information is provided in accordance with the reporting requirements of Rule 13-01 under SEC Regulation S-X for the obligor group and is not intended to present the financial position or results of operations of the obligor group in accordance with generally accepted accounting principles as such principles are in effect in the United States.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Balance Sheet Information

(in millions) As of September 30, 2025 As of December 31, 2024

(in millions) As of March 31, 2026 As of December 31, 2025

Current assets (a)

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____________________________________

(a) Includes amounts due from non-guarantor subsidiaries of $2,509.8 million and $2,189.6 million as of September 30, 2025 and December 31, 2024, respectively.

(b) Includes amounts due from non-guarantor subsidiaries of $107.3 million and $729.0 million as of September 30, 2025 and December 31, 2024, respectively.

(c) Includes amounts due to non-guarantor subsidiaries of $2,000.1 million and $1,972.8 million as of September 30, 2025 and December 31, 2024, respectively.

(d) Includes amounts due to non-guarantor subsidiaries of $1,557.2 million and $1,706.5 million as of September 30, 2025 and December 31, 2024, respectively.

(a) Includes amounts due from non-guarantor subsidiaries of $2,303.1 million and $2,628.9 million as of March 31, 2026 and December 31, 2025, respectively.

(b) Includes amounts due from non-guarantor subsidiaries of $283.5 million and $108.2 million as of March 31, 2026 and December 31, 2025, respectively.

(c) Includes amounts due to non-guarantor subsidiaries of $1,983.7 million and $2,557.6 million as of March 31, 2026 and December 31, 2025, respectively.

(d) Includes amounts due to non-guarantor subsidiaries of $1,775.6 million and $1,556.0 million as of March 31, 2026 and December 31, 2025, respectively.

Statement of Operations Information

(in millions) Nine Months Ended September 30, 2025

(in millions) Three Months Ended March 31, 2026

Income from Operations 165.5

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(a) Includes intercompany revenues generated from non-guarantor subsidiaries of $1,246.0 million.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following tables present summarized financial information of AGCO International GmbH, after elimination of intercompany transactions and balances within the Guarantors and equity in the earnings from and investments in any non-guarantor subsidiary.

Balance Sheet Information

(in millions) As of September 30, 2025 As of December 31, 2024

(in millions) As of March 31, 2026 As of December 31, 2025

Current assets (a)

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____________________________________

(a) Includes amounts due from non-guarantor subsidiaries of $2,127.5 million and $1,895.5 million as of September 30, 2025 and December 31, 2024, respectively.

(b) Includes amounts due from non-guarantor subsidiaries of $102.7 million and $729.0 million as of September 30, 2025 and December 31, 2024, respectively.

(c) Includes amounts due to non-guarantor subsidiaries of $1,848.6 million and $1,863.9 million as of September 30, 2025 and December 31, 2024, respectively.

(d) Includes amounts due to non-guarantor subsidiaries of $1,557.2 million and $1,706.5 million as of September 30, 2025 and December 31, 2024, respectively.

(a) Includes amounts due from non-guarantor subsidiaries of $1,894.7 million and $2,329.1 million as of March 31, 2026 and December 31, 2025, respectively.

(b) Includes amounts due from non-guarantor subsidiaries of $277.9 million and $102.6 million as of March 31, 2026 and December 31, 2025, respectively.

(c) Includes amounts due to non-guarantor subsidiaries of $1,786.4 million and $2,368.1 million as of March 31, 2026 and December 31, 2025, respectively.

(d) Includes amounts due to non-guarantor subsidiaries of $1,775.6 million and $1,556.0 million as of March 31, 2026 and December 31, 2025, respectively.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Statement of Operations Information

(in millions) Nine Months Ended September 30, 2025

(in millions) Three Months Ended March 31, 2026

Income from Operations 259.4

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These agreements are accounted for as off-balance sheet transactions.

The cash received from receivables sold under these accounts receivable sales agreements that remain outstanding as of September 30, 2025 and December 31, 2024 was approximately $2.0 billion and $2.3 billion, respectively.

The cash received from receivables sold under these accounts receivable sales agreements that remain outstanding as of March 31, 2026 and December 31, 2025 was approximately $1.8 billion and $2.1 billion, respectively.

In addition, we sell certain trade receivables under factoring arrangements to other financial institutions around the world.

The cash received from trade receivables sold under factoring arrangements that remain outstanding as of September 30, 2025 and December 31, 2024 was approximately $252.7 million and $220.5 million, respectively.

The cash received from trade receivables sold under factoring arrangements that remain outstanding as of March 31, 2026 and December 31, 2025 was approximately $262.7 million and $270.5 million, respectively.

In order to efficiently manage our liquidity, we generally pay vendors in accordance with negotiated terms.

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Should we not be able to negotiate extended payment terms with our vendors, or should financial institutions no longer be willing to participate in early payment programs with us, we would expect to have sufficient liquidity to timely pay our vendors without any material impact on us or our financial position.

As of September 30, 2025 and December 31, 2024, the amount outstanding that remains unpaid to the banks or other intermediaries associated with these programs totaled $34.3 million and $50.6 million, respectively.

As of March 31, 2026 and December 31, 2025, the amount outstanding that remains unpaid to the banks or other intermediaries associated with these programs totaled $40.0 million and $31.7 million, respectively.

Refer to Note 6 of our Condensed Consolidated Financial Statements for further discussion.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Cash flows provided by operating activities were approximately $224.5 million for the first nine months of 2025 compared to cash flows used in operating activities of approximately $108.0 million for the same period in 2024.

Cash provided by operating activities during the nine months ended September 30, 2025 was driven by changes in working capital.

Cash flows used in operating activities were approximately $410.4 million for the first three months of 2026 compared to cash flows used in operating activities of approximately $212.2 million for the same period in 2025.

Cash used in operating activities during the three months ended March 31, 2026 was driven by changes in working capital.

Our working capital requirements are seasonal, with investments in working capital typically building in the first half of the year and then reducing in the second half of the year.

We had approximately $2,093.6 million in working capital at September 30, 2025 as compared to $1,312.0 million at December 31, 2024.

Inventories as of September 30, 2025 were approximately $3,081.1 million as compared to $2,731.3 million at December 31, 2024.

Accounts and notes receivable, net, as of September 30, 2025 were approximately $46.5 million lower than at December 31, 2024 primarily due to timing of sales of accounts receivable under our factoring arrangements.

Accounts payable and Accrued expenses as of September 30, 2025 were approximately $114.3 million higher than at December 31, 2024.

Capital expenditures for the first nine months of 2025 were approximately $159.3 million compared to $279.3 million for the same period in 2024.

Share Repurchases and Dividends

In November 2024, the Company entered into an accelerated share repurchase (“ASR”) agreement with a financial institution to repurchase $22.0 million of shares of its common stock.

The Company received approximately 228,969 shares associated with the completion of this transaction as of December 31, 2024.

In November 2023, the Company entered into an ASR agreement with a financial institution to repurchase $53.0 million of shares of its common stock.

The Company received approximately 371,669 shares associated with this transaction as of December 31, 2023.

In January 2024, the Company received an additional 82,883 shares upon final settlement of its November 2023 ASR agreement.

All shares received under the ASR agreement were retired upon receipt, and the excess of the purchase price over par value per share was recorded to a combination of “Additional paid-in capital” and “Retained earnings” within the Company’s Condensed Consolidated Balance Sheets.

On July 9, 2025, the Company's Board of Directors authorized a new share repurchase program authorizing the Company to repurchase up to $1.0 billion of the Company's common stock, which has no expiration date.

As of September 30, 2025, the remaining amount authorized to be repurchased under board-approved share repurchase authorizations was approximately $1,035.0 million, which has no expiration date.

We did not purchase any shares directly or enter into any accelerated share repurchase agreements during the three and nine months ended September 30, 2025.

The Company plans to initiate $300 million in share repurchases in the fourth quarter of 2025, utilizing the $230 million of after-tax proceeds from the TAFE ownership sale, under the Company's share repurchase program.

During the three months ended September 30, 2025 and 2024, the Company declared and paid cash dividends of $0.29 and $0.29 per common share, respectively.

During the nine months ended September 30, 2025 and 2024, the Company declared and paid cash dividends of $0.87 and $3.37 per common share, respectively.

The Company paid a special variable dividend of $2.50 per common share during the second quarter of 2024.

On October 23, 2025, the Company's Board of Directors declared a regular quarterly dividend of $0.29 per common share to be paid on December 15, 2025, to all stockholders of record as of the close of business on November 14, 2025.

We had approximately $1,209.9 million in working capital at March 31, 2026 as compared to $1,467.0 million at December 31, 2025.

Inventories as of March 31, 2026 were approximately $3,001.8 million as compared to $2,709.3 million at December 31, 2025.

Accounts and notes receivable, net, as of March 31, 2026 were approximately $162.9 million higher than at December 31, 2025 primarily due to timing of sales of accounts receivable under our factoring arrangements.

Accounts payable and Accrued expenses as of March 31, 2026 were approximately $101.0 million lower than at December 31, 2025.

Borrowings due within one year increased by approximately $437.8 million as of March 31, 2026, primarily due to the reclassification of the $400.0 million 5.450% Senior notes to current liabilities, as the notes mature on March 21, 2027.

Capital expenditures for the first three months of 2026 were approximately $44.6 million compared to $48.2 million for the same period in 2025.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Share Repurchase Program and Dividends

In November 2025, the Company entered into accelerated share repurchase (“ASR”) agreements with two financial institutions to repurchase an aggregate of $250.0 million of shares of its common stock.

The Company received approximately 1,997,204 shares associated with these transactions as of December 31, 2025.

In February 2026, the Company received an additional 333,755 shares upon final settlement of its November 2025 ASR agreements.

All shares received under the ASR agreements were retired upon receipt, and the excess of the purchase price over par value per share was recorded to a combination of “Additional paid-in capital” and “Retained earnings” within the Company’s Condensed Consolidated Balance Sheets.

During the three months ended March 31, 2026, the Company did not purchase any shares directly or enter into any accelerated share repurchase agreements.

As of March 31, 2026, the remaining amount authorized to be repurchased under board-approved share repurchase authorizations was approximately $785.0 million, which has no expiration date.

In conjunction with the Cooperation Agreement entered into with Tractors and Farm Equipment Limited (“TAFE”) in June 2025 (the “Cooperation Agreement”), TAFE agreed to participate on a pro rata basis in the Company’s share repurchase programs as authorized by the Company’s Board of Directors from time to time.

Under the Cooperation Agreement, TAFE also retains the right to maintain its existing percentage of beneficial ownership of the Company’s common stock.

In February 2026, pursuant to the Cooperation Agreement, the Company committed to repurchase a pro-rata amount of shares from TAFE related to the Company's most recent share repurchase program executed in the fourth quarter of 2025, with settlement expected to occur in May 2026.

The Company accounted for this arrangement as a forward share repurchase contract and, as of March 31, 2026, recorded a liability with an offsetting reduction to a combination of “Additional paid-in capital” and “Retained earnings” in the Company’s Condensed Consolidated Balance Sheets.

The Company plans to initiate $350.0 million in share repurchases in the second quarter of 2026 under the Company's share repurchase program.

During the three months ended March 31, 2026 and 2025, the Company declared and paid cash dividends of $0.29 and $0.29 per common share, respectively.

On April 23, 2026, the Company's Board of Directors approved an increase in the Company's regular quarterly dividend to $0.30 per share, from $0.29 per share.

In addition, the Company's Board of Directors declared a regular quarterly dividend of $0.30 per common share to be paid on June 15, 2026, to all stockholders of record as of the close of business on May 15, 2026.

COMMITMENTS, OFF-BALANCE SHEET ARRANGEMENTS AND CONTINGENCIES

We are party to a number of commitments and other financial arrangements, which may include off-balance sheet arrangements.

At September 30, 2025, we had outstanding guarantees issued to our Argentine finance joint venture, AGCO Capital, of approximately $70.3 million.

At March 31, 2026, we had outstanding guarantees issued to our Argentine finance joint venture, AGCO Capital, of approximately $83.3 million.

In addition, we had accrued approximately $11.9 million of outstanding guarantees of residual values that may be owed to our finance joint ventures in the United States and Canada due upon expiration of certain eligible operating leases between the finance joint ventures and end users.

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Our finance joint ventures in Europe, Brazil and Australia also provide wholesale financing directly to our dealers.

As of September 30, 2025 and December 31, 2024, these finance joint ventures had approximately $87.1 million and $139.2 million, respectively, of outstanding accounts receivable associated with these arrangements.

The total finance portfolio in our finance joint ventures was approximately $15.1 billion and $14.5 billion as of September 30, 2025 and December 31, 2024, respectively.

The total finance portfolio as of September 30, 2025 and December 31, 2024 included approximately $12.7 billion and $11.3 billion, respectively, of retail receivables and $2.4 billion and $3.2 billion, respectively, of wholesale receivables from AGCO dealers.

As of March 31, 2026 and December 31, 2025, these finance joint ventures had approximately $112.8 million and $107.5 million, respectively, of outstanding accounts receivable associated with these arrangements.

The total finance portfolio in our finance joint ventures was approximately $15.1 billion and $15.1 billion as of March 31, 2026 and December 31, 2025, respectively.

The total finance portfolio as of March 31, 2026 and December 31, 2025 included approximately $12.8 billion and $12.7 billion, respectively, of retail receivables and $2.3 billion and $2.4 billion, respectively, of wholesale receivables from AGCO dealers.

Contingencies

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Refer to Note 15 of our Condensed Consolidated Financial Statements for further information.

Global industry demand for farm equipment, driven by farm income, is expected to be moderately lower during 2025 in most major markets compared to 2024.

Our net sales are expected to moderately decrease in 2025 compared to 2024, resulting from lower sales volumes partially offset by pricing, favorable currency translation and sales mix.

Operating margins will reflect the impact of lower net sales, lower production volumes, partially offset by increased cost controls and flat engineering expenses.

Global industry demand for farm equipment, driven by farm income, is expected to be relatively flat during 2026 in most major markets compared to 2025.

Our net sales are expected to moderately increase in 2026 compared to 2025, resulting from positive pricing, favorable currency translation and sales mix.

Operating margins will reflect the impact of higher net sales, positive pricing, relatively flat to lower production volumes and continued cost controls, partially offset by tariff headwinds.

Our outlook is based on current assumptions regarding a number of factors including demand, currency stability, pricing and market share gains.

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• the occurrence of future cyberattacks, including ransomware attacks;

• the conflict in Ukraine.