What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-07-30 compared with 2026-05-05 · 183 added, 105 removed, 246 unchanged (54% 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 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.

These tariffs and related actions are complex, continuously evolving and remain highly volatile as trade negotiations and legal challenges proceed.

In February 2026, the U.S.

7 unchanged sentences

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.

The IEEPA tariffs refund process remains subject to CBP review, and the administration has appealed the CIT's refund order to the U.S.

Court of Appeals for the Federal Circuit, contesting both the scope of the refund obligation and the reliquidation of finally liquidated entries for importers who have not filed individual lawsuits.

It remains uncertain when, or to what extent, such refunds will ultimately be collected.

Following the U.S.

Supreme Court’s ruling, the administration has also imposed tariffs under alternative statutory authorities, the validity of which is also subject to legal challenge.

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.

5 unchanged sentences

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.

We depend on suppliers for components, parts and raw materials for our products, and any failure by our suppliers to provide products as needed, or by us to promptly address supplier issues, will adversely impact our ability to timely and efficiently manufacture and sell products.

We cannot predict or control the impact of the conflicts in Ukraine or the Middle East on our business.

These conflicts have already driven increased volatility across global energy, logistics and input markets, leading to higher fuel, fertilizer, transportation and input costs, as well as general uncertainty for farmers.

In addition, the potential of future natural gas shortages in Europe, as well as predicted overall shortages in other energy sources, could also negatively impact our production and that of our supply chain in the future.

There can be no assurance that there will not be future disruptions.

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

1 unchanged sentence

Financial Highlights

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,

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 June 30,

$ % of Net Sales (1)

8 unchanged sentences

Restructuring and business optimization expenses

11.2 0.4 15.6 0.6

Loss on sale of business

Income from operations

140.7 5.4 164.0 6.2

Interest expense, net 17.0 0.7 17.8 0.7

Other expense, net 15.5 0.6 48.9 1.9

Income before income taxes and equity in net earnings of affiliates

108.2 4.1 97.3 3.7

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

Income tax provision

Income tax provision (benefit) 40.4 1.5 (205.5) (7.8)

Income before equity in net earnings of affiliates

67.8 2.6 302.8 11.5

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

Equity in net earnings of affiliates 7.0 0.3 11.6 0.4

1 unchanged sentence

Net loss attributable to noncontrolling interests

2.4 0.1 0.4 —

Net income attributable to AGCO Corporation

2 unchanged sentences

(1) Rounding may impact summation of amounts.

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

Six Months Ended June 30,

$ % of Net Sales (1)

Net sales $ 4,952.6 100.0 % $ 4,685.5 100.0 %

Cost of goods sold 3,725.3 75.2 3,506.3 74.8

Gross profit 1,227.3 24.8 1,179.2 25.2

Selling, general and administrative expenses 674.8 13.6 652.2 13.9

Engineering expenses 273.8 5.5 233.8 5.0

Amortization of intangibles 34.0 0.7 31.0 0.7

Impairment charges 2.1 — 7.9 0.2

Restructuring and business optimization expenses 21.2 0.4 28.6 0.6

Loss on sale of business

Income from operations 221.4 4.5 213.4 4.6

Interest expense, net 32.2 0.7 36.3 0.8

Other expense, net

42.0 0.8 81.2 1.7

Income before income taxes and equity in net earnings of affiliates 147.2 3.0 95.9 2.0

Income tax provision (benefit) 45.0 0.9 (203.5) (4.3)

Income before equity in net earnings of affiliates 102.2 2.1 299.4 6.4

Equity in net earnings of affiliates 25.0 0.5 23.7 0.5

127.2 2.6 323.1 6.9

Net loss attributable to noncontrolling interests 5.0 0.1 2.2 —

Net income attributable to AGCO Corporation

$ 132.2 2.7 % $ 325.3 6.9 %

___________________________________

(1) Rounding may impact summation of amounts.

Net income attributable to AGCO Corporation for the three months ended June 30, 2026, was $77.2 million, or $1.08 per diluted share, compared to $314.8 million, or $4.22 per diluted share, for the three months ended June 30, 2025.

Net income attributable to AGCO Corporation for the six months ended June 30, 2026, was $132.2 million, or $1.84 per diluted share, compared to $325.3 million, or $4.36 per diluted share, for the six months ended June 30, 2025.

Net sales during the three months ended June 30, 2026 were approximately $2,609.7 million, or 1.0% lower than the three months ended June 30, 2025, primarily due to lower sales volumes in the Europe/Middle East, Latin America and Asia/Pacific/Africa regions, most significantly in tractors and implements, partially offset by higher sales volumes in the North America region, most significantly in high-horsepower tractors and hay tools, and favorable currency translation.

Income from operations was $140.7 million for the three months ended June 30, 2026 compared to $164.0 million in the three months ended June 30, 2025.

The decrease in income from operations during 2026 was primarily the result of lower sales and production volumes, higher tariff-related costs, selling, general and administrative expenses (“SG&A expenses”) and engineering expenses, partially offset by the benefit of certain IEEPA tariff refunds recognized during the period.

Net sales during the six months ended June 30, 2026 were approximately $4,952.6 million, or 5.7% higher than the six months ended June 30, 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, partially offset by lower sales volumes in Latin America, most significantly in tractors, implements and combines.

Income from operations was $221.4 million for the six months ended June 30, 2026 compared to $213.4 million in the six months ended June 30, 2025.

The increase in income from operations during 2026 was primarily the result of higher sales and production volumes, partially offset by higher tariff-related costs, SG&A expenses and engineering expenses.

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

We estimate that worldwide average price increases were approximately 2.2% and 0.1% for the three months ended June 30, 2026 and 2025, respectively, and 1.9% and 0.0% for the six months ended June 30, 2026 and 2025, respectively.

Consolidated net sales of tractors and combines, which comprised approximately 67.7% and 67.4% of our net sales for the three and six months ended June 30, 2026, respectively, increased (decreased) approximately (1.5)% and 7.7% compared to the same periods in 2025.

Overall, global production hours increased (decreased) approximately (1.0)% and 6.2% during the three and six months ended June 30, 2026, respectively, compared to the same periods in 2025, reflecting our response to end market demand.

Results of Operations

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.

Gross profit as a percentage of net sales decreased during the three months ended June 30, 2026 compared to the same period in 2025, primarily due to lower production volumes.

Gross profit as a percentage of net sales decreased during the six months ended June 30, 2026 compared to the same period in 2025, primarily due to higher manufacturing costs, including increased tariff-related costs.

SG&A expenses, as a percentage of net sales, were higher during the three months ended June 30, 2026 compared to the same period in 2025 as net sales decreased at a faster rate than SG&A expenses.

SG&A expenses, as a percentage of net sales, were lower during the six months ended June 30, 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 and six months ended June 30, 2026 primarily due to foreign currency translation.

We recorded $17.1 million and $27.4 million of stock compensation expense within SG&A expenses during the three and six months ended June 30, 2026, respectively, compared to $10.3 million and $17.4 million during the same periods in 2025.

Engineering expenses, as a percentage of net sales, were higher during the three and six months ended June 30, 2026 compared to the same periods in 2025 as net sales fluctuated at a slower rate than engineering expenses.

The absolute value of engineering expenses increased during the three and six months ended June 30, 2026 driven by an increase in product innovation and other technology investments.

No impairment charges were recorded during the three months ended June 30, 2026, and impairment charges of $2.1 million were recorded during the six months ended June 30, 2026, compared to $6.8 million and $7.9 million recorded during the three and six months ended June 30, 2025, respectively, related to the impairment of certain other assets.

We recorded restructuring and business optimization expenses of $11.2 million and $21.2 million during the three and six months ended June 30, 2026, respectively, compared to $15.6 million and $28.6 million during the same periods 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.

The restructuring expenses recorded during the three and six months ended June 30, 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 $15.2 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.

We recorded a loss on sale of business of $12.3 million during the three and six months ended June 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 Grain & Protein business.

Interest expense, net was $17.0 million and $32.2 million for the three and six months ended June 30, 2026, respectively, compared to $17.8 million and $36.3 million for the comparable periods 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, 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.

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

Other expense, net was $15.5 million and $42.0 million for the three and six months ended June 30, 2026, respectively, compared to $48.9 million and $81.2 million for the comparable periods in 2025.

The decrease was primarily driven by a decrease in foreign currency exchange losses which were approximately $6.8 million and $12.0 million for the three and six months ended June 30, 2026, compared to $28.6 million and $42.2 million for the comparable periods in 2025.

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.

(collectively the “North America AGCO Finance joint ventures”), respectively, for aggregate consideration of approximately $188.4 million.

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.

Approximately $20.0 million of the total consideration, representing the estimated future net earnings associated with the run-off of the North America AGCO Finance portfolios existing as of the transaction date, was recognized in “Other expense, net” during the three and six months ended June 30, 2026.

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 $21.1 million and $39.7 million, for the three and six months ended June 30, 2026, compared to $19.8 million and $38.7 million for the comparable periods in 2025.

We recorded an income tax provision (benefit) of $40.4 million and $45.0 million for the three and six months ended June 30, 2026, respectively, compared to $(205.5) million and $(203.5) million for the three and six months ended June 30, 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.

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.

During the three and six months ended June 30, 2025, the Company’s income tax provision included a net tax benefit of $255.2 million related to a legal entity reorganization.

Equity in net earnings of affiliates, which is primarily comprised of income from our AGCO Finance joint ventures, was $7.0 million and $25.0 million for the three and six months ended June 30, 2026, respectively, compared to $11.6 million and $23.7 million for the three and six months ended June 30, 2025.

The Company recorded a net loss attributable to noncontrolling interests of $2.4 million and $5.0 million during the three and six months ended June 30, 2026, respectively, compared to $0.4 million and $2.2 million recorded during the three and six months ended June 30, 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.

11 unchanged sentences

Three Months Ended

March 31, Change

June 30, 2026 Change Six Months Ended

June 30, 2026 Change

2026 2025 $ 2026 2025 $

Net sales $ 1,732.4 $ 1,774.9 $ (42.5) $ 3,333.2 $ 3,105.4 $ 227.8

Income from operations 260.2 261.3 (1.1) 519.2 415.7 103.5

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.

Net sales in EME decreased in the three months ended June 30, 2026 compared to the three months ended June 30, 2025, primarily due to sales volume decreases, most significantly in high-horsepower and mid-range tractors, partially offset by favorable foreign currency translation.

Income from operations for the three months ended June 30, 2026 was approximately flat compared to the three months ended June 30, 2025, despite lower sales.

Net sales in EME increased in the six months ended June 30, 2026 compared to the six months ended June 30, 2025, primarily due to sales volume increases, most significantly in high-horsepower tractors, and favorable foreign currency translation.

Income from operations increased $103.5 million in the six months ended June 30, 2026 compared to the six months ended June 30, 2025 as a result of higher sales and production volumes and favorable product mix.

North America

Three Months Ended

March 31, Change

June 30, 2026 Change Six Months Ended

June 30, 2026 Change

2026 2025 $ 2026 2025 $

Net sales $ 471.5 $ 393.9 $ 77.6 $ 877.9 $ 763.4 $ 114.5

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

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.

Loss from operations (24.5) (25.2) 0.7 (75.5) (49.4) (26.1)

Net sales in North America increased in the three months ended June 30, 2026 compared to the three months ended June 30, 2025, primarily due to sales volume increases, most significantly in high-horsepower tractors and hay tools.

Loss from operations for the three months ended June 30, 2026 was approximately flat compared to the three months ended June 30, 2025, primarily due to higher tariff-related costs, partially offset by the benefit of certain IEEPA tariff refunds recognized during the period.

Net sales in North America increased in the six months ended June 30, 2026 compared to the six months ended June 30, 2025, primarily due to sales volume increases, most significantly in high-horsepower tractors and hay tools.

Loss from operations increased $26.1 million in the six months ended June 30, 2026 compared to the six months ended June 30, 2025 primarily due to higher tariff-related costs partially offset by higher sales and production volumes.

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

Three Months Ended

March 31, Change

Net sales $ 211.7 $ 256.0 $ (44.3)

Income (loss) from operations

June 30, 2026 Change Six Months Ended

June 30, 2026 Change

2026 2025 $ 2026 2025 $

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

March 31, Change

Net sales $ 271.3 $ 330.4 $ (59.1) $ 483.0 $ 586.4 $ (103.4)

Income (loss) from operations (21.8) 26.9 (48.7) (62.7) 33.4 (96.1)

Net sales decreased in LATAM in the three months ended June 30, 2026 compared to the three months ended June 30, 2025, primarily due to sales volume declines, most significantly in tractors, implements and combines, partially offset by favorable foreign currency translation.

Income from operations decreased $48.7 million in the three months ended June 30, 2026 compared to the three months ended June 30, 2025, as a result of lower sales and production volumes and higher engineering expenses.

Net sales decreased in LATAM in the six months ended June 30, 2026 compared to the six months ended June 30, 2025, primarily due to sales volume declines, most significantly in tractors, implements and combines, and negative pricing impacts, partially offset by favorable foreign currency translation.

Income from operations decreased $96.1 million in the six months ended June 30, 2026 compared to the six months ended June 30, 2025, as a result of lower sales and production volumes, higher engineering expenses and negative pricing impacts.

Three Months Ended

June 30, 2026 Change Six Months Ended

June 30, 2026 Change

2026 2025 $ 2026 2025 $

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.

Net sales $ 134.5 $ 135.8 $ (1.3) $ 258.5 $ 230.3 $ 28.2

Income from operations 10.3 9.4 0.9 14.3 6.7 7.6

Net sales decreased in APA in the three months ended June 30, 2026 compared to the three months ended June 30, 2025, primarily due to sales volume decreases, most significantly in high-horsepower and mid-range tractors, partially offset by favorable foreign currency translation.

Despite lower sales, income from operations for the three months ended June 30, 2026 was approximately flat compared to the three months ended June 30, 2025.

Net sales increased in APA in the six months ended June 30, 2026 compared to the six months ended June 30, 2025, primarily due to sales volume increases, most significantly in high-horsepower tractors, combines and sprayers, and favorable foreign currency translation.

Income from operations increased $7.6 million in the six months ended June 30, 2026 compared to the six months ended June 30, 2025, primarily due to higher sales and production volumes.

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

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):

March 31, 2026 (1)

June 30, 2026 (1)

Credit facility, expires 2027 $ 290.0

8 unchanged sentences

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.

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).

As of June 30, 2026, the Company had $290.0 million in outstanding borrowings under the revolving credit facility and had the ability to borrow $960.0 million.

In addition, the Company has an uncommitted revolving credit facility that allows the Company to borrow up to €200.0 million (or approximately $228.0 million as of June 30, 2026).

The credit facility expires on December 31, 2026.

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.

As of June 30, 2026, the Company had no outstanding borrowings under the revolving credit facility.

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

The 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 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.

and Canada, AGCO Finance LLC and AGCO Finance Canada, Ltd.

(collectively the “North America AGCO Finance joint ventures”), respectively, for aggregate consideration of approximately $188.4 million.

The consideration consisted of (i) approximately $168.4 million, representing the carrying value of the Company's equity interests in the North America AGCO Finance joint ventures, previously included in “Investments in affiliates” on the Company's Condensed Consolidated Balance Sheets, and (ii) approximately $20.0 million, representing the estimated future net earnings associated with the run-off of the North America AGCO Finance portfolios existing as of the transaction date, which was recognized in “Other expense, net” within the Company's Condensed Consolidated Statements of Operations during the three and six months ended June 30, 2026.

The proceeds were used as a source of funding for the Company's most recent share repurchase program executed in the second quarter of 2026.

1 unchanged sentence

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 had redeemable noncontrolling interests of $292.4 million as of June 30, 2026 resulting from the PTx Trimble joint venture transaction, which may require the use of cash in certain instances, beginning in 2027.

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

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 36.6% and 35.8% at March 31, 2026 and December 31, 2025, 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 39.3% and 35.8% at June 30, 2026 and December 31, 2025, respectively.

Supplemental Guarantor Financial Information

4 unchanged sentences

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 March 31, 2026 As of December 31, 2025

(in millions) As of June 30, 2026 As of December 31, 2025

Current assets (a)

7 unchanged sentences

____________________________________

(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.

(a) Includes amounts due from non-guarantor subsidiaries of $2,776.9 million and $2,628.9 million as of June 30, 2026 and December 31, 2025, respectively.

(b) Includes amounts due from non-guarantor subsidiaries of $280.3 million and $108.2 million as of June 30, 2026 and December 31, 2025, respectively.

(c) Includes amounts due to non-guarantor subsidiaries of $2,445.5 million and $2,557.6 million as of June 30, 2026 and December 31, 2025, respectively.

(d) Includes amounts due to non-guarantor subsidiaries of $1,861.1 million and $1,556.0 million as of June 30, 2026 and December 31, 2025, respectively.

Statement of Operations Information

(in millions) Three Months Ended March 31, 2026

(in millions) Six Months Ended June 30, 2026

Income from operations 285.2

Net income attributable to obligor group

Net loss (20.6)

Net loss attributable to obligor group (20.6)

____________________________________

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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.

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

Balance Sheet Information

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

(in millions) As of June 30, 2026 As of December 31, 2025

Current assets (a)

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____________________________________

(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

(a) Includes amounts due from non-guarantor subsidiaries of $2,420.3 million and $2,329.1 million as of June 30, 2026 and December 31, 2025, respectively.

(b) Includes amounts due from non-guarantor subsidiaries of $274.7 million and $102.6 million as of June 30, 2026 and December 31, 2025, respectively.

(c) Includes amounts due to non-guarantor subsidiaries of $2,306.1 million and $2,368.1 million as of June 30, 2026 and December 31, 2025, respectively.

(d) Includes amounts due to non-guarantor subsidiaries of $1,861.1 million and $1,556.0 million as of June 30, 2026 and December 31, 2025, respectively.

Statement of Operations Information

(in millions) Three Months Ended March 31, 2026

(in millions) Six Months Ended June 30, 2026

Income from operations 447.3

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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 March 31, 2026 and December 31, 2025 was approximately $1.8 billion and $2.1 billion, respectively.

The cash received from receivables sold under these accounts receivable sales agreements that remain outstanding as of June 30, 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 March 31, 2026 and December 31, 2025 was approximately $262.7 million and $270.5 million, respectively.

The cash received from trade receivables sold under factoring arrangements that remain outstanding as of June 30, 2026 and December 31, 2025 was approximately $257.2 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 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.

As of June 30, 2026 and December 31, 2025, the amount outstanding that remains unpaid to the banks or other intermediaries associated with these programs totaled $41.8 million and $31.7 million, respectively.

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

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 $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.

Cash flows used in operating activities were approximately $245.0 million for the first six months of 2026 compared to cash flows provided by operating activities of approximately $153.5 million for the same period in 2025.

Cash used in operating activities during the six months ended June 30, 2026 was driven by changes in working capital.

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

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 $1,296.5 million in working capital at June 30, 2026 as compared to $1,467.0 million at December 31, 2025.

Inventories as of June 30, 2026 were approximately $3,007.1 million as compared to $2,709.3 million at December 31, 2025.

Accounts and notes receivable, net, as of June 30, 2026 were approximately $152.7 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 June 30, 2026 were approximately $118.8 million lower than at December 31, 2025.

Borrowings due within one year increased by approximately $429.0 million as of June 30, 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 six months of 2026 were approximately $101.8 million compared to $90.4 million for the same period in 2025.

Share Repurchase Program and Dividends

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.

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.

In May 2026, the Company entered into an accelerated share repurchase (“ASR”) agreement with a financial institution to repurchase an aggregate of $293.0 million of shares of its common stock.

The Company received approximately 1,997,613 shares associated with this transaction as of June 30, 2026.

In November 2025, the Company entered into 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.

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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.

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 share repurchase program executed in the fourth quarter of 2025.

The Company accounted for this arrangement as a forward share repurchase contract and, as of March 31, 2026, recorded a liability.

Settlement occurred in May 2026, resulting in the repurchase of 422,590 shares for approximately $52.1 million.

The shares repurchased 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.

As of June 30, 2026, the remaining amount authorized to be repurchased under board-approved share repurchase authorizations was approximately $439.9 million, which has no expiration date.

During the three months ended June 30, 2026 and 2025, the Company declared and paid cash dividends of $0.30 and $0.29 per common share, respectively.

During the six months ended June 30, 2026 and 2025, the Company declared and paid cash dividends of $0.59 and $0.58 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.

On July 8, 2026, the Company's Board of Directors declared a regular quarterly dividend of $0.30 per common share to be paid on September 15, 2026, to all stockholders of record as of the close of business on August 14, 2026.

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

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 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.

The maximum potential amount of future payments under the guarantee is approximately $227.4 million.

At June 30, 2026, we had outstanding guarantees issued to our Argentine finance joint venture, AGCO Capital, of approximately $81.7 million.

In addition, the Company guarantees residual values that may be owed to its finance joint ventures, primarily in the United States and Canada, due upon expiration of certain eligible operating leases between the finance joint ventures and end users.

At June 30, 2026, the Company had accrued approximately $12.7 million of outstanding guarantees of residual values related to the United States and Canada.

The maximum potential amount of future payments under these guarantees is approximately $235.7 million.

We sell certain accounts receivable under factoring arrangements to our finance joint ventures and to financial institutions around the world.

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

As of June 30, 2026 and December 31, 2025, these finance joint ventures had approximately $112.2 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 June 30, 2026 and December 31, 2025, respectively.

The total finance portfolio as of June 30, 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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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 net sales are expected to modestly increase in 2026 compared to 2025, resulting from positive pricing, favorable currency translation and sales mix.

Operating margins will reflect the impact of modestly 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 conflict in Ukraine and the Middle East.

The global trade landscape continues to be highly volatile.

In 2025, the U.S.

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

These tariffs and related actions are complex, continuously evolving and remain highly volatile as trade negotiations and legal challenges proceed.

In February 2026, the U.S.

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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.

The IEEPA tariffs refund process remains subject to CBP review, and the administration has appealed the CIT's refund order to the U.S.

Court of Appeals for the Federal Circuit, contesting both the scope of the refund obligation and the reliquidation of finally liquidated entries for importers who have not filed individual lawsuits.

It remains uncertain when, or to what extent, such refunds will ultimately be collected.

Following the U.S.

Supreme Court’s ruling, the administration has also imposed tariffs under alternative statutory authorities, the validity of which is also subject to legal challenge.

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.

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We cannot predict or control the impact of the conflict in Ukraine or the Middle East on our business.

We cannot predict or control the impact of the conflicts in Ukraine or the Middle East on our business.

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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-Q

Item 2. Management’s Discussion and Analysis