AGCO 10-K & 10-Q changes, risk factors and insider trading

In 20242025 and 2023,2024, we had net sales of approximately $90$114 million and $85$90 million, respectively, in Ukraine. As of December 31, 20242025 and 2023,2024, we had less than $15 million in assets in Ukraine. It is unclear what impact the hostilities in Ukraine going forward will have on our net sales or assets, although we assume that our net sales may continue to decline in Ukraine, possibly significantly.assets. We assess the fair value of our assets in Ukraine for potential impairment on a periodic basis as warranted.

Our long-term strategy includes establishing a greater manufacturing and supply-chain and/or marketing presence in emerging markets such as India and Africa.markets. As we progress with these efforts, it will involve a significant investment of capital and other resources and entail various risks. These include risks attendant to obtaining necessary governmental approvals and the construction of facilities in a timely manner and within cost estimates, the establishment of supply channels, the commencement of efficient manufacturing operations, and, ultimately, the acceptance of the products by retail customers. While we expect the expansion to be successful, should we encounter difficulties involving these or similar factors, it may not be as successful as we anticipate and could adversely impact our performance.

DuringWe 2022have and 2023, wepreviously experienced significant inflation in a range of costs, including for parts and components, labor, transportation, logistics, and energy. While inflation eased over 2023 andhas continued to ease in 2024,2025, and we were able to pass along these higher costs through increased prices, there can be no assurance that we will be able to continue to do so in the future. If we are not, it will adversely impact our performance.

Consistent with our strategy of offering new products and product refinements, we expect to make substantial investments in product development and refinement. We may need more funding for product development and refinement than is readily available, which could adversely affect our performance. Our failure to innovate and to develop products that capitalize on new technologies could have an adverse effect on our business, financial condition, and results of operations.

Increasingly our customers are implementing precision farming solutions. In order to remain competitive, we have been able to successfully acquire or develop and introduce new solutions that improve profitability and sustainable farming techniques. Our precision technology products include both hardware and software components that relate to guidance, telemetry, automation, autonomy and connectivity solutions. We expect to make significant investments in research and development expenses, acquisitions of businesses, collaborative arrangements and other sources of technology to drive these outcomes. These investments include the acquisition of the agriculture assets and technologies of Trimble through the formation of a joint venture of which we own 85% as further discussed in the PTx Trimble joint venture transaction risk factor below. Such investments may not produce attractive solutions for our customers. We also may have to depend on third parties to supply certain hardware or software components or data services in our precision technology products. Our dealers' ability to support such solutions also may impact our customers, acceptance of our products and demand of such products.

Our products include components and parts manufactured by others. As a result, our ability to timely and efficiently manufacture current products, to introduce new products, and to shift manufacturing of products from one facility to another depends on the quality of these components and parts and the timeliness of their delivery to our facilities. DuringWe 2022,have wepreviously experienced significant supply chain interruptions, including delays in timely deliveries of components. While supply chain disruptions eased in 2023components, and 2024, there can be no assurance that there will not be future disruptions. 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. At any particular time, we depend on numerous suppliers, and the failure by one or more of our suppliers to perform as needed will result in fewer products being manufactured, shipped and sold. If the quality of the components or parts provided by our suppliers is less than required and we do not recognize that failure prior to the shipment of our products, we will incur higher warranty costs. The timely supply of component parts for our products also depends on our ability to manage our relationships with suppliers, to identify and replace suppliers that fail to meet our schedules or quality standards, and to monitor the flow of components and accurately project our needs. The shift from our existing suppliers to new suppliers, including suppliers in emerging markets, also may impact the quality and efficiency of our manufacturing capabilities, as well as warranty costs.

We closed the acquisition of the agriculture assets and technologies of Trimble through the formation of the PTx Trimble joint venture, of which we own 85%, on April 1, 2024. Joint venture transactions involve many risks, including the challenges attendant to integrating the operations, technologies, services and products of the acquired lines of businesses, reactions by customers to the transaction, particularly the rate at which Trimble’s largest OEM customer reduces purchases of Trimble equipment and the levels of the OEM's product supply remaining in the market, and the rate of replacement by the joint venture of those sales, personnel turnover, and the diversion of management's attention from other business matters. We may be unable to achieve anticipated benefits from the transaction in the time frame that we anticipate, or at all. All of these risks, as well as the others that typically accompany a large transaction, could adversely affect our business or results of operations.

The Company values constructive input from investors and regularly engages in dialogue with its shareholdersstockholders regarding strategy and performance. The Company’s Board of Directors and management team are committed to acting in the best interests of all the Company’s shareholders.stockholders. Stockholders may, from time to time, engage in proxy solicitations or advance stockholder proposals, or otherwise attempt to effect changes and assert influence on our Board of Directors and management. Responding to some of these actions can be costly and time-consuming, may disrupt the Company’s operations and divert the attention of the Board of Directors, management and the Company’s employees. Such activities could interfere with the Company’s ability to execute its strategic plan. Any perceived uncertainties as to our future direction and control, our ability to execute on our strategy, or changes to the composition of our Board of Directors or senior management team arising from a proxy contest could lead to the perception of a change in the direction of our business or instability which may affect the market price and volatility of the Company’s common stock, result in the loss of potential business opportunities, make it more difficult to pursue our strategic initiatives, or limit our ability to attract and retain qualified personnel and business partners, any of which could adversely affect our business and operating results. We may choose to initiate, or may become subject to, litigation as a result of a proxy contest or matters arising from a proxy contest, which would serve as a further distraction to our board of directors and management and would require us to incur significant additional costs. In addition, actions such as those described above could cause significant fluctuations in our stock price based upon temporary or speculative market perceptions or other factors that do not necessarily reflect the underlying fundamentals and prospects of our business.

We also are subject to the risk of the imposition of limitations by governments on international transfers of funds. In recent years, the Argentine government has substantially limited the ability of companies to transfer funds out of Argentina. As a consequence of these limitations, the spread between the official government exchange rate and the exchange rates resulting implicitly from certain capital market operations, usually effected to obtain United States dollars, has broadened significantly. In December 2023, the central bank of Argentina adjusted the official foreign currency exchange rate for the Argentine peso, significantly devaluing the currency relative to the United States dollar. In December 2023, we recorded losses of approximately $80.4 million related to the devaluation of the Argentine peso and the related impacts to our AGCO financeFinance joint venture in Argentina as included within Item 8, “Financial Statements and Supplementary Data."” Further devaluation of the peso or continuation or expansion of limitations of transfer of funds in Argentina or in other markets in which we operate, would adversely affect our performance. Please refer to the "“Foreign Currency Risk Management"” section within Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” for more information.

We have substantial goodwill, and impairment of that goodwill could materially impact our results of operation.operations.

As of December 31, 2024,2025, we had approximately $1,820.4$1,898.8 million of goodwill reflected on our consolidated balance sheet. As discussed in Note 1 to our Consolidated Financial Statements in Item 8, “Financial Statements and Supplementary Data,"” we test goodwill for impairment annually or more often under certain circumstances. Goodwill can be difficult to value, and in all events valuation requires the use of estimates and judgment as discussed in "“Critical Accounting Estimates"” in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. Our goodwill was created in connection with business acquisitions. If those businesses do not perform as expected, future valuations may not support the amount of goodwill, and we could conclude that an impairment has occurred. Similarly, if the estimates and judgment used in our annual impairment tests prove to be incorrect, impairment could be required. An impairment of goodwill could be significant and could materially impact our results of operations. In connection with the PTx Trimble joint venture transaction, we recognized $1,592.2 million of goodwill as of the acquisition date. During the year ended December 31, 2024, we recognized an impairment charge of $351 million, which resulted from the deterioration of the near-term outlook of the PTx Trimble North America reporting unit driven by weak industry demand and lower market penetration. While our annual impairment testing in 2024 now supports the carrying amount of this goodwill, we may be required to re-evaluate the carrying amount in future periods, thus utilizing different assumptions that reflect the then current market conditions and expectations, and, therefore, we could conclude that an impairment has occurred. Additionally, as the carrying value of the PTx Trimble North America reporting unit approximates its fair value following the impairment charge, the PTx Trimble North America reporting unit is considered at risk of future impairment. If our assumptions are not realized, or if there are future changes in any of the assumptions due to a change in economic conditions or otherwise, it is possible that a further impairment charge may need to be recorded in the future.

There have been ongoing discussions and significant changes to United States trade policies, treaties, tariffs and taxes. Although the levels change from period to period, we generally have substantial imports into the United States of products and components that are either produced in our foreign locations or are purchased from foreign suppliers, and also have substantial exports of products and components that we manufacture in the United States. The impact of any changes to current trade, tariff or tax policies relating to imports and exports of goods is dependent on factors such as the treatment of exports as a credit to imports, and the introduction of any tariffs or taxes relating to imports from specific countries. Tariff changes are difficult to predict and may cause us material short-term or long-term cost fluctuations. The new political administration in the United States has signaled an intention to use tariffs more robustly in pursuing government policy and has already implemented some new tariffs. When increases are made to U.S. duty rates or tariffs, reciprocal action by other countries sometimes occurs, and any such increases could impact the price of our products and cause a decline in the demand for our products. We rely on the use of free trade agreements, where available, that may experience alterations, suspensions or cancellations, which could increase our customs expense or otherwise harm our business. In addition to duties and tariffs, any actions taken by the United States or by foreign countries to further implement trade policy changes, including limiting foreign investment or trade, increasing regulatory requirements, or other actions that impact our ability to obtain necessary licenses or approvals could negatively impact our business. These actions are unpredictable, and any of them could also have a material adverse effect on global economic conditions and the stability of global financial markets, significantly reduce global trade, restrict our access to suppliers or customers, and have a material adverse effect on our business, financial condition and results of operations.

On December 15, 2022, the European Union Member States formally adopted the EU’s Pillar Two Directive, which generally provides forimplements a minimum effective tax rate of 15%, as established by the Organization for Economic Co-operation and Development (“OECD”) Pillar Two Framework that was supported by over 130 countries worldwide.Framework. The EuropeanDirective Unionbecame effective dates areon January 1, 2024, and January 1, 2025, for different aspectscomponents of the directive.rules. Based on thecurrently issued guidance and interpretation,the Company's assessment to date, the Company does not expect the legislation to result in a material top-uptop‑up tax.tax for fiscal year 2025. The OECD released a Side‑by‑Side package on January 5, 2026, introducing a safe harbor that allows eligible U.S.-parented multinational groups to elect out of Pillar Two while remaining subject to domestic top‑up taxes. The package becomes applicable for fiscal years beginning on or after January 1, 2026, with additional safe harbors and transitional relief extending into 2027. As this is an evolving area with new guidance and practices being developed, the Company continues to assess the impact of the Pillar Two income taxes legislation on its future financial performance.

Our success is dependent, in part, on our ability to recruit, develop, traindevelop and retaintrain qualified employees with the relevant education, background and experience. Equally weWe must be able to retain such skilled employees through our efforts to develop, train, compensate and engage them. Failure to do so could impair our ability to execute our business strategies and could ultimately impact our performance.

Our business is increasingly is subject to regulations relating to privacy and data protection, and if we violate any of those regulationsregulations, we could be subject to significant claims, penalties and damages.

We rely upon information technology networks and systems, some of which are managed by third parties, to process, transmit and store electronic information, and to manage or support a variety of business processes and activities, including supply chain, manufacturing, distribution, invoicing and collection of payments from dealers or other purchasers of our equipment. We also use information technology systems to record, process and summarize financial information and results of operations for internal reporting purposes and to comply with regulatory financial reporting, legal and tax requirements. Additionally, we collect and store sensitive data, including intellectual property and proprietary business information, in data centers and on information technology networks. The secure operation of these information technology networks and the processing and maintenance of this information is critical to our business operations and strategy. Despite security measures and business continuity plans, our information technology networks and infrastructure are vulnerable to damage, disruptions or shutdowns due to attacks by cyber criminals or breaches due to employee error or malfeasance or other disruptions during the process of upgrading or replacing computer software or hardware, power outages, computer viruses, telecommunication or utility failures, terrorist acts or, natural disasters or other catastrophic events. On May 5, 2022, we discovered that we had been subject to a ransomware cyberattack. The attack resulted in the temporary closure of most of our production sites and parts operations. A majority of the affected locations resumed operations within approximately two weeks after the attack was discovered. There was some data exfiltration as a result of the attack, and a portion of the exfiltrated data subsequently was released publicly. We do not have significant retail operations, and we do not believe that the exfiltrated data included privacy- protected consumer data or that the exfiltration was consequential. We have invested heavily in maturing our information technology and cybersecurity operations and continue to review and improve our safeguards to minimize our exposure to future attacks. The cost of remediation to the impacted systems has not been material. We maintain a cyber liability insurance program, although the coverage may not be sufficient in some circumstances. While we do not believe that the ultimate consequences of the attack were material to our performance, the occurrence of any similar or other events in the future could compromise our networks, and the information stored there could be accessed, publicly disclosed, lost or stolen. Any such access, disclosure or other loss of information could result in legal claims or proceedings, liability or regulatory penalties under laws protecting the privacy of personal information, and could disrupt our operations and damage our reputation, which could adversely affect our performance. In addition, as security threats continue to evolve and increase in frequency and sophistication, we increasingly are needingneed to invest additional resources to protect the security of our systems and likely will need to invest even more in the future.

WeAGCO areis a global leader in the design, manufacture and distribution of agricultural machinery and precision agriculture technology.technologies. WeDriven deliverby a Farmer-First strategy, AGCO delivers value to farmers and Original Equipment Manufacturer (“OEM”) customers through ourits differentiated brand portfolio including leading brandsbrands, Fendt®™, Massey Ferguson®™, PTx™ and Valtra®™. OurAGCO’s fullhigh-performance lineequipment of equipment,and smart farming solutionssolutions, including brand-agnostic retrofit technologies and servicesautonomous helpsofferings, empower farmers to drive productivity while sustainably feedfeeding ourthe world. We distribute most of our products through approximately 2,7002,800 independent dealers and distributors in approximately 140 countries. We also provide retail and wholesale financing through our finance joint ventures with Coöperatieve Rabobank U.A., which, together with its affiliates, we refer to as “Rabobank.” In 2024, we fundamentally shifted our portfolio through the PTx Trimble joint venture and the divestiture of the majority of our Grain & Protein (“G&P”) business.

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

Global industry demand for farm equipment, driven by farm income, is expected to be moderatelyrelatively lowerflat during 20252026 in most major markets compared to 2024.2025. Our net sales are expected to moderatelymodestly decreaseincrease in 20252026 compared to 2024,2025, resulting from lowerpositive pricing, favorable currency translation and sales volumes, relatively flat pricing as well as unfavorable foreign currency translation.mix. Operating margins will reflect the impact of lowerhigher net sales, lowerpositive pricing, relatively flat production volumes,volumes increasedand continued cost controlscontrols, andpartially moderatelyoffset lowerby investmentstariff in engineering. Our results will no longer reflect the results of operations for the majority of the Company's G&P business which was divested on November 1, 2024.headwinds.

Our financing requirements are subject to variations due to seasonal changes in inventory and receivable levels. Internally generated funds are supplemented when necessary from external sources, primarily our credit facilities and accounts receivable sales agreement facilities, subject to the discussion below with respect to financing of the PTx Trimble joint venture transaction.facilities. Additional information regarding our indebtedness is contained in Note 12 to the Consolidated Financial Statements contained in Item 8, “Financial Statements and Supplementary Data.” We believe that the facilities and borrowings 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):

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 December 31, 2024,2025, the Company had no outstanding borrowings under the revolving credit facility and had the ability to borrow $1,249.9$1,250.0 million.

The PTx Trimble joint venture transaction closed on April 1, 2024. The Company financed the joint venture transaction through a combination of the Senior Notes due 2027 and 2034, the Term Loan Facility and the remainder through other borrowings and cash on hand. The Company had redeemable noncontrolling interests of $300.1$299.2 million as of December 31, 20242025 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 the Consolidated Financial Statements contained in Item 8, “Financial Statements and Supplementary Data,” for further information.

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 strongstrong, and we anticipate their continued long-term support of our business. Refer to Note 12 of the Consolidated Financial Statements contained in Item 8, “Financial Statements and Supplementary Data,” for additional information regarding our current facilities, including the financial covenants contained in each debt instrument.

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 35.8% and 40.6% at December 31, 20242025 comparedand to2024, 23.0% at December 31, 2023. The increase largely reflects the indebtedness incurred to pay the purchase price attendant to the PTx Trimble joint venture transaction.respectively.

On March 21, 2024, the Company issued (i) $400.0 million aggregate principal amount of 5.450% Senior Notes due 2027 (the “2027 Notes”) and (ii) $700.0 million aggregate principal amount of 5.800% Senior Notes due 2034 (the “2034 Notes”, and together with the 2027 Notes, the “Notes”). The 2027 Notes and the 2034 Notes are unsecured and unsubordinated indebtedness of the Company and are guaranteed on a senior unsecured basis, jointly and severally, by AGCO International Holdings B.V., AGCO International GmbH and Massey Ferguson Corp., direct and indirect subsidiaries of the Company (collectively, the “Guarantors”). Refer to Note 12 of ourthe Consolidated Financial Statements contained in Item 8, “Financial Statements and Supplementary Data,” for further discussion of these debt obligations.

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 complexcomplex, continuously evolving and continueremain tohighly evolvevolatile as trade negotiations occur.and legal challenges proceed. 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 remainrefund process remains subject to ongoingCBP litigation,review, and the administration has announcedappealed plansthe CIT's refund order to implementthe newU.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 authority.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. 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.

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

Net income attributable to AGCO Corporation for the three months ended MarchJune 31,30, 2026, was $55.0$77.2 million, or $0.76$1.08 per diluted share, compared to $10.5$314.8 millionmillion, or $0.14$4.22 per diluted share, for the three months ended MarchJune 31,30, 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 MarchJune 31,30, 2026 were approximately $2,342.9$2,609.7 million, or 14.3%1.0% higherlower than the three months ended MarchJune 31,30, 2025, primarily due to higherlower sales volumes in the North America, Europe/Middle EastEast, 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,tractors and hay tools, and favorable currency translation. Income from operations was $80.7$140.7 million for the three months ended MarchJune 31,30, 2026 compared to $49.4$164.0 million in the three months ended MarchJune 31,30, 2025. The increasedecrease in income from operations during 2026 was primarily the result of higherlower sales and production volumes, partiallyhigher offsettariff-related by highercosts, selling, general and administrative expenses (“SG&A expenses”) and engineering expenses.expenses, partially offset by the benefit of certain IEEPA tariff refunds recognized during the period.

We estimate that worldwide average price increases (decreases) were approximately 1.6%2.2% and (0.1)%0.1% for the three months ended MarchJune 31,30, 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 67.0%67.7% and 67.4% of our net sales for the three and six months ended MarchJune 31,30, 2026, respectively, increased (decreased) approximately 20.3%(1.5)% and 7.7% compared to the same periodperiods in 2025.

Overall, global production hours increased (decreased) approximately 14.9%(1.0)% and 6.2% during the three and six months ended MarchJune 31,30, 20262026, respectively, compared to the same periodperiods in 2025, reflecting our response to end market demand.

Gross profit as a percentage of net sales decreased during the three months ended MarchJune 31,30, 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 input 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 threesix months ended MarchJune 31,30, 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 MarchJune 31,30, 2026 primarily due to foreign currency translation. We recorded $10.3$17.1 million and $27.4 million of stock compensation expense within SG&A expenses during the three and six months ended MarchJune 31,30, 20262026, respectively, compared to $7.1$10.3 million and $17.4 million during the same periodperiods in 2025.

Engineering expenses, as a percentage of net sales, were consistenthigher during the three and six months ended MarchJune 31,30, 2026 compared to the same periodperiods in 2025 as net sales increasedfluctuated at a similarslower rate asthan engineering expenses. The absolute value of engineering expenses increased during the three and six months ended MarchJune 31,30, 2026 driven by an increase in product innovation and other technology investments.

We recorded restructuring and business optimization expenses of $10.0$11.2 million and $21.2 million during the three and six months ended MarchJune 31,30, 20262026, respectively, compared to $13.0$15.6 million and $28.6 million during the same periodperiods 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 and six months ended MarchJune 31,30, 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$17.0 million and $32.2 million for the three and six months ended MarchJune 31,30, 2026, respectively, compared to $18.5$17.8 million and $36.3 million for the comparable periodperiods 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$15.5 million and $42.0 million for the three and six months ended MarchJune 31,30, 20262026, respectively, compared to $32.3$48.9 million and $81.2 million for the comparable periodperiods in 2025. The decrease was primarily driven by a decrease in foreign currency exchange losses which were approximately $5.2$6.8 million and $12.0 million for the three and six months ended MarchJune 31,30, 2026, compared to $13.6$28.6 million and $42.2 million for the comparable periodperiods 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 $18.6$21.1 million and $39.7 million, for the three and six months ended MarchJune 31,30, 2026, compared to $18.9$19.8 million and $38.7 million for the comparable periodperiods in 2025.

We recorded an income tax provision (benefit) of $4.6$40.4 million and $45.0 million for the three and six months ended MarchJune 31,30, 20262026, respectively, compared to $2.0$(205.5) million and $(203.5) million for the three and six months ended MarchJune 31,30, 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. 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 $18.0$7.0 million and $25.0 million for the three and six months ended MarchJune 31,30, 20262026, respectively, compared to $12.1$11.6 million and $23.7 million for the three and six months ended MarchJune 31,30, 2025.

The Company recorded a net loss attributable to noncontrolling interests of $2.6$2.4 million and $5.0 million during the three and six months ended MarchJune 31,30, 2026, respectively, compared to $1.8$0.4 million and $2.2 million recorded during the three and six months ended MarchJune 31,30, 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.

Net sales in EME increaseddecreased in the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025, primarily due to sales volume increases,decreases, most significantly in high-horsepower and mid-range tractors, andpartially offset by favorable foreign currency translation. Income from operations increased by $104.6 million infor the three months ended MarchJune 31,30, 2026 was approximately flat compared to the three months ended MarchJune 31,30, 20252025, asdespite alower result of higher sales, favorable product mix and production volumes.sales.

Net sales in North AmericaEME increased in the threesix months ended MarchJune 31,30, 2026 compared to the threesix months ended MarchJune 31,30, 2025, primarily due to sales volume increases, most significantly in high-horsepower tractors, hay tools and sprayers.favorable foreign currency translation. Income (loss) from operations decreasedincreased by $26.8$103.5 million in the threesix months ended MarchJune 31,30, 2026 compared to the threesix months ended MarchJune 31,30, 2025 primarilyas duea toresult of higher tariff-relatedsales inputand costs.production volumes and favorable product mix.

Net sales decreased in LATAM in the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025, primarily due to sales volume declines, most significantly in tractorstractors, implements and combines, and negative pricing impacts, partially offset by favorable foreign currency translation. Income (loss) from operations decreased $47.4$48.7 million in the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025, as a result of lower sales and negativeproduction pricingvolumes impacts.and higher engineering expenses.

Net sales increaseddecreased in APA in the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025, primarily due to sales volume increases,decreases, most significantly in high-horsepower tractors and combines,mid-range andtractors, partially offset by favorable foreign currency translation. IncomeDespite (loss)lower sales, income from operations increased $6.7 million infor the three months ended MarchJune 31,30, 2026 was approximately flat compared to the three months ended MarchJune 31,30, 2025, primarily due to higher sales and production volumes.2025.

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 MarchJune 31,30, 2026, the Company had $115.0$290.0 million in outstanding borrowings under the revolving credit facility and had the ability to borrow $1,135.0$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 $230.6$228.0 million as of MarchJune 31,30, 2026). The credit facility expires on December 31, 2026. As of MarchJune 31,30, 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. TheseThe 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.,Ltd. (collectively the “North America AGCO Finance joint ventures”), respectively, for aggregate consideration of approximately $190.0$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 will bewere used as a source of funding for the Company's most recent share repurchases.repurchase program executed in the second quarter of 2026. 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$292.4 million as of MarchJune 31,30, 2026 resulting from the PTx Trimble joint venture transaction, which may require the use of cash in certain instances, beginning in 2027.

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%39.3% and 35.8% at MarchJune 31,30, 2026 and December 31, 2025, respectively.

(a) Includes amounts due from non-guarantor subsidiaries of $2,303.1$2,776.9 million and $2,628.9 million as of MarchJune 31,30, 2026 and December 31, 2025, respectively.

(b) Includes amounts due from non-guarantor subsidiaries of $283.5$280.3 million and $108.2 million as of MarchJune 31,30, 2026 and December 31, 2025, respectively.

(c) Includes amounts due to non-guarantor subsidiaries of $1,983.7$2,445.5 million and $2,557.6 million as of MarchJune 31,30, 2026 and December 31, 2025, respectively.

(d) Includes amounts due to non-guarantor subsidiaries of $1,775.6$1,861.1 million and $1,556.0 million as of MarchJune 31,30, 2026 and December 31, 2025, respectively.

(a) Includes amounts due from non-guarantor subsidiaries of $1,894.7$2,420.3 million and $2,329.1 million as of MarchJune 31,30, 2026 and December 31, 2025, respectively.

(b) Includes amounts due from non-guarantor subsidiaries of $277.9$274.7 million and $102.6 million as of MarchJune 31,30, 2026 and December 31, 2025, respectively.

(c) Includes amounts due to non-guarantor subsidiaries of $1,786.4$2,306.1 million and $2,368.1 million as of MarchJune 31,30, 2026 and December 31, 2025, respectively.

(d) Includes amounts due to non-guarantor subsidiaries of $1,775.6$1,861.1 million and $1,556.0 million as of MarchJune 31,30, 2026 and December 31, 2025, respectively.

Our accounts receivable sales agreements in North America, Europe and Brazil permit the sale, on an ongoing basis, of a majority of our receivables to our U.S., Canadian, European and Brazilian finance joint ventures. The sales of all receivables are without recourse to us. We do not service the receivables after the sales occur, and we do not maintain any direct retained interest in the receivables. 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 MarchJune 31,30, 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 MarchJune 31,30, 2026 and December 31, 2025 was approximately $262.7$257.2 million and $270.5 million, respectively.

In order to efficiently manage our liquidity, we generally pay vendors in accordance with negotiated terms. To enable vendors to obtain payment in advance of our payment due dates to them, we have established programs in certain markets with financial institutions under which the vendors have the option to be paid by the financial institutions earlier than the payment due dates. 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 MarchJune 31,30, 2026 and December 31, 2025, the amount outstanding that remains unpaid to the banks or other intermediaries associated with these programs totaled $40.0$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$245.0 million for the first threesix months of 2026 compared to cash flows usedprovided inby operating activities of approximately $212.2$153.5 million for the same period in 2025. Cash used in operating activities during the threesix months ended MarchJune 31,30, 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$1,296.5 million in working capital at MarchJune 31,30, 2026 as compared to $1,467.0 million at December 31, 2025. Inventories as of MarchJune 31,30, 2026 were approximately $3,001.8$3,007.1 million as compared to $2,709.3 million at December 31, 2025. Accounts and notes receivable, net, as of MarchJune 31,30, 2026 were approximately $162.9$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 MarchJune 31,30, 2026 were approximately $101.0$118.8 million lower than at December 31, 2025. Borrowings due within one year increased by approximately $437.8$429.0 million as of MarchJune 31,30, 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 threesix months of 2026 were approximately $44.6$101.8 million compared to $48.2$90.4 million for the same period in 2025.

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 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 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 2026.2025. The Company accounted for this arrangement as a forward share repurchase contract and, as of March 31, 2026, recorded a liabilityliability. withSettlement anoccurred offsettingin reductionMay 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” inwithin the Company’s Condensed Consolidated Balance Sheets. TheAs Companyof plansJune 30, 2026, the remaining amount authorized to initiatebe $350.0 million in share repurchases in the second quarter of 2026repurchased under the Company'sboard-approved share repurchase program.authorizations was approximately $439.9 million, which has no expiration date.

During the three months ended MarchJune 31,30, 2026 and 2025, the Company declared and paid cash dividends of $0.29$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. InOn addition,July 8, 2026, the Company's Board of Directors declared a regular quarterly dividend of $0.30 per common share to be paid on JuneSeptember 15, 2026, to all stockholders of record as of the close of business on MayAugust 15,14, 2026.

We are party to a number of commitments and other financial arrangements, which may include off-balance sheet arrangements. At MarchJune 31,30, 2026, we had outstanding guarantees issued to our Argentine finance joint venture, AGCO Capital, of approximately $83.3$81.7 million. In addition, wethe had accrued approximately $11.9 million of outstandingCompany guarantees of residual values that may be owed to ourits finance joint venturesventures, primarily in the United States and CanadaCanada, 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 thethese guaranteeguarantees is approximately $227.4$235.7 million.

We sell certain accounts receivable under factoring arrangements to our finance joint ventures and to financial institutions around the world. We account for the sale of such receivables as off balance sheet transactions. Our finance joint ventures in Europe, Brazil and Australia also provide wholesale financing directly to our dealers. As of MarchJune 31,30, 2026 and December 31, 2025, these finance joint ventures had approximately $112.8$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 MarchJune 31,30, 2026 and December 31, 2025, respectively. The total finance portfolio as of MarchJune 31,30, 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.

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 moderatelymodestly 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.

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 complexcomplex, continuously evolving and continueremain tohighly evolvevolatile as trade negotiations occur.and legal challenges proceed. 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 remainrefund process remains subject to ongoingCBP litigation,review, and the administration has announcedappealed plansthe CIT's refund order to implementthe newU.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 authority.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. 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.

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 conflictconflicts 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.