DEF 14A of Agco Corp /De, Mar 12, 2026

DEF 14A of Agco Corp /De

Filed Mar 12, 2026 · FY20250000880266-26-000023

Open on EDGAR

  1. DIRECTOR NOMINEES

    DIRECTOR NOMINEES The following table provides summary information about each nominee. Directors are elected annually. AGCO has majority voting in uncontested elections of directors, such as this election. In the event that a nominee does not receive the affirmative vote of a majority of the votes cast in person or by proxy, he or she is required to tender his or her resignation.

  2. DIRECTOR NOMINEES

    | | | | Director Since | | | Committee Membership | | | | | | | | Name | Age | | Brief Biography | Independent | EC | AC | FC | GC | T&CC | TC | | | Michael C. Arnold | 69 | 2013 | Former President and Chief Executive Officer, Ryerson Inc. | | ● | | ● | ● | | | | | Sondra L. Barbour | 63 | 2019 | Former Executive Vice President, Lockheed Martin Corporation | | ● | ● | ● | | ● | | | | Suzanne P. Clark | 58 | 2017 | President, Chief Executive Officer, U.S. Chamber of Commerce | | ● | | | ● | ● | ● | | | James C. Collins Jr.(1) | 63 | 2026 | Former Chief Executive Officer and Member of the Board, Corteva Agriscience | | | | | | | | | | Bob De Lange | 56 | 2021 | Lead Director of AGCO Corporation, Group President, Digital, Technology & Distribution, Caterpillar Inc. | | ● | | | ● | | ● | | | Zhanna Golodryga | 70 | 2025 | Former Executive Vice President, Emerging Energy and Sustainability, Phillips 66 | | | ● | | | | ● | | | Eric P. Hansotia | 57 | 2020 | Chairman, President & CEO, AGCO Corporation | | ● | | | | | | | | Niels Pörksen | 62 | 2021 | Chairman, Chief Executive Officer, Südzucker AG | | ● | | ● | ● | | | | | David Sagehorn | 62 | 2022 | Former Executive Vice President and Chief Financial Officer, Oshkosh Corporation | | ● | ● | ● | | ● | |

  3. DIRECTOR NOMINEES

    | EC | Executive Committee | FC | Finance Committee | T&CC | Talent and Compensation Committee | ● | Chair | | AC | Audit Committee | GC | Governance Committee | TC | Technology Committee | ● | Member |

  4. DIRECTOR NOMINEES

    (1)Mr. Collins was appointed to the Board effective April 1, 2026. The Board expects to appoint Mr. Collins to one or more of its committees, with such committee assignment(s) to be determined at a later date.

  5. DIRECTOR NOMINEES

    | DIVERSITY OF NOMINEES | BOARD TENURE OF NOMINEES(1)* | | | | | (1)As of February 25, 2026 | * Average Board Tenure - approximately 5 years |

  6. VOTE NECESSARY FOR THE ELECTION OF DIRECTORS

    VOTE NECESSARY FOR THE ELECTION OF DIRECTORS Directors are elected by a majority of the votes cast in person or by proxy at the Annual Meeting. See “Proposal 1 — Election of Directors” in this proxy statement for a more detailed description of the majority voting procedures set forth in our By-Laws. Under the New York Stock Exchange (“NYSE”) rules, if your broker holds your shares in its name, your broker is not permitted to vote your shares with respect to the election of directors if your broker does not receive voting instructions from you. Abstentions and broker non-votes will not affect the election outcome.

  7. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

    | | MICHAEL C. ARNOLD Age: 69 Director since October 2013 | | SONDRA L. BARBOUR Age: 63 Director since April 2019 | | •Former President and Chief Executive Officer of Ryerson Inc. •Various senior management positions with The Timken Company from 1979 to 2010 including Executive Vice President; President, Bearings and Power Transmission Group; President, Industrial Group; Vice President, Bearings and Business Process Advancement; Director, Bearings and Business Process Advancement; Director, Manufacturing and Technology, Europe, Africa and West Asia (Europe) •Lead Independent Director of the Board of Directors of Kaiser Aluminum Corporation, where he also serves on the Executive Committee and is Chairman of the Nominating and Governance Committee •Former member of the Board of Directors of Gardner Denver, Inc. | | •Former Executive Vice President, Leidos Holdings, Inc. from August 2016 to January 2017 •Former Executive Vice President, Information Systems & Global Solutions, Lockheed Martin Corporation from April 2013 to August 2016 •Various leadership positions at Lockheed Martin Corporation from 1986 to 2013, including Chief Information Officer, Vice President of Corporate Internal Audit, Business Area Chief Information Officer and Vice President of Operations •Member of the Board of Directors of NiSource, Inc., where she chairs the Audit Committee and serves on the Executive and Finance Committees •Former member of the Board of Directors of 3M Company and Perspecta Inc. •Chair of the Fox School of Business Management Information Systems Advisory Board | | | Qualifications and Skills: As CEO of Ryerson, Mr. Arnold led the transformation of the business under private equity ownership into a leader in its industry, and then through its successful initial public offering in 2014. At Ryerson and previously Timken, Mr. Arnold was a supplier to the agricultural industry and developed extensive manufacturing and distribution expertise at both. As an independent director at Gardner Denver, he had an integral role in the sale of Gardner Denver to KKR. Mr. Arnold brings public company board and management, mergers & acquisitions, capital allocation, manufacturing, distribution, supply chain, strategy and technology expertise to the Board. In addition, Mr. Arnold has significant international experience, having been responsible for global businesses with facilities worldwide. | | Qualifications and Skills: During her 30-year career with Lockheed Martin, retiring as Executive Vice President of Information Systems & Global Solutions, Ms. Barbour oversaw one of the largest and most sophisticated information technology functions in the world, involving not just the routine IT functions of a 110,000+ employee business, but also supporting the design and manufacturing of fighter jets and other complex defense hardware and the provision of a broad range of technical, scientific, logistics, system integration and cybersecurity services to customers. She also managed Lockheed Martin’s internal audit function. Ms. Barbour brings to the Board substantial information technology, internal control and international experience. | |

  8. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

    | | SUZANNE P. CLARK Age: 58 Director since April 2017 | | JAMES C. COLLINS, JR. Age: 63 Director since April 2026 | | •Chief Executive Officer of the U.S. Chamber of Commerce since March 2021 •President of the U.S. Chamber of Commerce since June 2019 •Former Senior Executive Vice President and former Chief Operating Officer of the U.S. Chamber of Commerce •Led a prominent financial information boutique, Potomac Research Group (PRG), from 2010 through September 2014 •Formerly with the Atlantic Media Company as President of the National Journal Group, a premier provider of information, news and analysis for Washington’s policy and political communities •Member of the Board of the Economic Club of Washington, D.C. •Former President of International Women’s Forum (Washington Chapter), a global group of leading women in business, law, government, technology and the arts •Member of the Board of Directors of TransUnion, where she serves as the Chair of the Risk and Compliance Committee and serves on the Audit Committee | | •Former Chief Executive Officer and Member of the Board of Corteva Agriscience •Various other leadership positions in the agriculture business at Corteva’s predecessors, DowDuPont and DuPont from 2003 to 2019, including Chief Operating Officer and Executive Vice President •Member of the Board of Directors of Archer-Daniels-Midland Company (NYSE: ADM) where he serves on the Audit and Compensation and Succession Committees •Board member of Non-Public Vestaron Corporation and Pivot Bio •Former member of the Board of Directors of Cibus, Inc. •Former member of the Board of Directors of CropLife International •Advisory Committee Member of the University of Delaware’s College of Agriculture and Natural Resources | | | Qualifications and Skills: As Chief Executive Officer of the U.S. Chamber of Commerce, Ms. Clark serves as the U.S. private sector’s top commercial diplomat and has unequaled insight into American industry and commerce as well as the international interests of the Chamber’s 300,000 members. Ms. Clark brings to the Board the ability to provide real-time guidance on many of the critical issues being considered in Washington and elsewhere, which could affect AGCO’s strategy and operations including sustainability, government regulation and trade and commerce. | | Qualifications and Skills: Throughout his 37-year career leading the agriculture business lines at DuPont and DowDuPont, and most recently as the CEO of Corteva, Inc. prior to his retirement, Mr. Collins oversaw the launch of numerous new products and strong growth in their R&D and innovation pipelines. Mr. Collins’ work in agriculture supply chains gives him strong expertise in supporting and partnering with global farmers to improve the sustainability of agriculture. Mr. Collins brings to the Board an executive leadership background in global agriculture, food science innovation, sales and marketing, agricultural sustainability and M&A. | |

  9. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

    | | BOB De LANGE Age: 56 Director since January 2021 Lead Director since January 2026 | | ZHANNA GOLODRYGA Age: 70 Director since April 2025 | | •Group President, Digital, Technology & Distribution of Caterpillar Inc. •Various leadership positions since joining Caterpillar Inc. in 1993, including Group President of Construction Industries; Vice President, Excavation Division; and Worldwide Product Manager, Earthmoving Division | | •Former Executive Vice President, Emerging Energy and Sustainability at Phillips 66, a leading integrated downstream energy, manufacturing and logistics company •Previously served as Senior Vice President, Chief Digital and Administrative Officer at Phillips 66 •Prior to joining Phillips 66, Ms. Golodryga served as Chief Information Officer and Senior Vice President for Services at Hess Corporation and Chief Information Officer at BHP Billiton Petroleum •Serves on the Board of Directors of Regions Financial Corporation and chairs the Technology Committee •Board Member of the Memorial Hermann Foundation | | | Qualifications and Skills: As a senior executive at Caterpillar, Mr. De Lange has unique experience from working at an international business that bears many similarities to AGCO in the issues that it faces as a result of its manufacture and distribution of highly-engineered equipment through a global manufacturing base and a broad network of distributors. Mr. De Lange brings to the Board direct experience and expertise in digitalization and the development of dealer capability against a background of the product design, supply chain, manufacturing and distribution issues experienced by AGCO. Mr. De Lange’s global experience includes world-wide product management responsibilities with significant work assignments in Europe and Asia. | | Qualifications and Skills: With more than 40 years of various leadership roles in the energy industry and the information technology field, Ms. Golodryga recently retired as Executive Vice President, Emerging Energy and Sustainability at Phillips 66, where she was responsible for driving Energy Transition and Decarbonization across the enterprise. She has held senior roles at Phillips 66 since 2017 and in her previous role led the business transformation enabled by digital technology, including machine learning and AI. Ms. Golodryga brings to the Board substantial technology, innovation and digital, sustainability, corporate governance and international experience. | |

  10. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

    | | ERIC P. HANSOTIA Age: 57 Director since October 2020 | | NIELS PÖRKSEN Age: 62 Director since October 2021 | | •Chairman, President & CEO since January 1, 2021 •Senior Vice President, Chief Operating Officer of AGCO from January 2019 to December 2020; Senior Vice President, Global Crop Cycle and Fuse Connected Services, from 2015 to January 2019; and Senior Vice President, Global Harvesting and Advanced Technology Solutions, from 2013 to 2015. •Prior to joining AGCO, Mr. Hansotia held several positions within Deere & Company including Senior Vice President, Global Harvesting, from 2012 to 2013, and Vice President, Global Crop Care based in Mannheim, Germany from 2009 to 2012. Prior positions with John Deere included General Manager, Harvester Works from 2005 to 2009; Vice President, Global Forestry from 2004 to 2005; and various roles at John Deere from 1993 to 2004. •Member of the Board of Directors of The Toro Company, where he serves on the Nominating and Governance, and the Compensation and Human Resources Committees •Member of The Business Council •Member of the North American Agriculture Advisory Board (Rabobank) | | •Chairman and Chief Executive Officer at Südzucker AG since 2020; Südzucker AG (SZU: GR Xetra) is based in Germany and is one of the world’s largest sugar producers •Serves on the supervisory board of CropEnergies AG, a subsidiary of, and controlled by, Südzucker AG •Serves on the supervisory board of AGRANA Beteiligungs-AG •Former Group Executive of Portfolio Solutions at Nufarm, a leading agricultural chemical company based in Australia •Former member of the Executive Board of Nordzucker •Former Chairman of the Board of Industrieverband Agrar, a European agriculture industry association •Various leadership positions with German-based BASF in various countries including Divisional Head of Global Strategic Marketing, Managing Director for Plant Protection and Head of Product Development, Consulting and Registration | | | Qualifications and Skills: With more than 30 years of experience in the agricultural equipment industry, including working in Europe, Mr. Hansotia has direct and extensive experience in almost every aspect of our business and has broad industry knowledge in order to be able to address the needs of farmers throughout the world. Mr. Hansotia has extensive experience in the agricultural equipment industry in the areas of engineering, quality, advanced technology, manufacturing and product management. More recently, he has led AGCO’s growing focus on precision agriculture, which we view as critical to the success of our farmers and the long-term sustainability of our food supply. Mr. Hansotia brings to the Board a strong strategic view on the future trends in global agriculture, proven global leadership experience as well as valuable subject matter expertise. | | Qualifications and Skills: As a senior executive in the agricultural chemicals and commodities industries for over 20 years, Mr. Pörksen brings first-hand experience of many of the issues that farmers face throughout the world. Mr. Pörksen has deep strategy experience combined with operational expertise in agricultural engineering, quality, manufacturing, sales, marketing and product management. He also brings a wealth of knowledge and involvement in international agricultural and commodity markets, especially in Europe/Middle East, from which 67% of AGCO’s sales are derived. | |

  11. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

    | | DAVID SAGEHORN Age: 62 Director since March 2022 | | •Former Executive Vice President and Chief Financial Officer of Oshkosh Corporation •Various other management positions with Oshkosh Corporation, including Vice President and Treasurer; Vice President, Business Development; and Vice President, Defense Segment •Member of the Board of Directors of Chart Industries, Inc., where he serves on the Compensation Committee and is Chair of the Audit Committee | | | Qualifications and Skills: Through his service for 13 years as the Chief Financial Officer of a global industrial technology company specializing in the design, development and manufacturing of purpose-built vehicles and equipment, serving the postal, firefighting, refuse and recycling collection, construction, aviation and defense industries, Mr. Sagehorn has first-hand experience with many of the finance and accounting issues faced by AGCO, as well as with the global compliance environment. His prior experience in business development adds value as AGCO continues to consider expansion through acquisitions, particularly in the precision farming area. His expertise also adds depth to the Board’s expertise with audit, public-company disclosure and related functions. | |

  12. IDENTIFICATION AND EVALUATION OF DIRECTOR NOMINEES

    IDENTIFICATION AND EVALUATION OF DIRECTOR NOMINEES The Governance Committee has an ongoing process in place to identify potential Board candidates who possess the skills and personal characteristics that will allow the Board and its committees to best fulfill their responsibilities. As part of this process, the Governance Committee develops specific candidate profiles to guide Board refreshment as needs arise. It has retained a leading global search firm to assist in identifying candidates where appropriate. Since 2021, the Board has added five independent directors who each possess the desired expertise and meet the candidate profiles developed by the Committee. In addition to the specific profiles established for individual searches, there are a number of factors that the Committee generally views as relevant and is likely to consider to ensure the entire Board, collectively, embraces a wide variety of characteristics. These include: •career experience, particularly experience that is germane to the Company’s business, such as with agricultural products and services, international operations, technology, distribution, product development and worldwide product management, sales, marketing, sustainability, legal, human resources and finance experience; •experience serving on other boards of directors or in the senior management of companies that have faced issues generally of the level of sophistication that the Company faces; •integrity and reputation; •wisdom and judgment; •independence; •willingness and ability to participate fully in the work of the Board and to attend meetings in person; and •current membership on the Company’s Board — our Board values continuity (but not entrenchment). The Governance Committee does not assign a particular weight to these individual factors. Similarly, the Committee does not expect to see all (or even more than a few) of these factors in any individual candidate. Rather, the Committee looks for a mix of factors that, when considered along with the experience and credentials of the other candidates and existing directors, will provide stockholders with a diverse and experienced Board. The Committee strives to recommend candidates who bring a unique perspective to the Board in order to contribute to the collective diversity of the Board. The Board believes that a diversity of thought, experience, educational and professional background and other factors contributes to effective governance over the affairs of the Company for the benefit of its stockholders, and in every director search it strives to interview a diverse group of candidates. Dependent upon the specific needs of the Board at that time, when evaluating candidates for nomination as new directors, the Governance Committee ensures that included in any initial list of candidates, which is developed and from which new director nominees are to be identified by the Committee, will be candidates with a diversity of race, ethnicity and gender and the Committee considers candidates with diverse backgrounds in terms of knowledge, experience, skills and other characteristics in any initial list of candidates developed as part of a director search. The Governance Committee reviews potential Board candidates against the criteria it has established, develops a short list of candidates to recommend to the Board, obtains Board input on the candidates, arranges interviews and ultimately makes final recommendations to the Board for consideration. The Committee closely monitors the size and composition of the Board and makes recommendations as to the pace of Board refreshment so that it has the benefit of both fresh perspectives and the knowledge that tenure and experience with the Company provide. The Governance Committee welcomes recommendations for nominations from the Company’s stockholders and evaluates stockholder nominees in the same manner that it evaluates a candidate recommended by other means. In order to make a recommendation, the Committee requires that a stockholder send the Committee: •a resume for the candidate detailing the candidate’s work experience and academic credentials; •written confirmation from the candidate that he or she (i) would like to be considered as a candidate and would serve if nominated and elected, (ii) consents to the disclosure of his or her name, (iii) has read the Company’s Global Code of Conduct (the “Code”) and that during the prior three years has not engaged in any conduct that, had he or she been a director, would have violated the Code or required a waiver, (iv) is, or is not, “independent” as that term is defined in the committee’s charter, and (v) has no plans to change or influence the control of the Company; •the name of the recommending stockholder as it appears in the Company’s books, the number of shares of common stock that are owned by the stockholder and written confirmation that the stockholder consents to the disclosure of his or her name. (If the recommending person is not a stockholder of record, he or she should provide proof of share ownership); •personal and professional references for the candidate, including contact information; and •any other information relating to the candidate required to be disclosed in solicitations of proxies for election of directors or as otherwise required, in each case, pursuant to Regulation 14A of the Exchange Act. The foregoing information should be sent to the Governance Committee, c/o Corporate Secretary, AGCO Corporation, 4205 River Green Parkway, Duluth, Georgia 30096, who will forward it to the chair of the Committee. The advance notice provisions of the Company’s By-Laws provide that for a proposal to be properly brought before a meeting by a stockholder, such stockholder must disclose certain information and give the Company timely notice of such proposal in written form meeting the requirements of the Company’s By-Laws no later than 60 days and no earlier than 90 days prior to the anniversary date of the immediately preceding Annual Meeting of stockholders. The Committee does not necessarily respond directly to a submitting stockholder regarding recommendations. In the event that a stockholder decides to formally nominate an individual for election as a director, as contrasted with recommending an individual to the Governance Committee, the process for such nomination is described in the By-Laws of the Company.

  13. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The following table provides information concerning the compensation of the members of the Board for the most recently completed year. As reflected in the table, each non-employee director received an annual base retainer of $135,000 plus a grant of restricted shares of the Company’s common stock for Board service. The number of restricted shares was determined by dividing $185,000 by the closing price of the Company’s common stock on the grant date (the date of the Annual Meeting of Stockholders). Committee chairs received an additional annual retainer of $15,000 (or $25,000 for the chair of the Audit Committee, $20,000 for the chair of the Talent and Compensation Committee and $17,500 for the chair of the Governance Committee). Mr. Arnold, who was the Lead Director in 2025, also received an additional annual $40,000 Lead Director’s fee. Each non-employee director received an additional annual retainer of $6,000 if they served on three or more Board committees (excluding the Executive Committee). The Company does not have any consulting arrangements with any of its directors.

  14. DIRECTOR COMPENSATION

    | 2025 DIRECTOR COMPENSATION |

  15. DIRECTOR COMPENSATION

    | Name(1) | Fees Earned or Paid in Cash ($) | Stock Awards(2) ($) | Total ($) | | Michael C. Arnold | 192,500 | 185,000 | 377,500 | | Sondra L. Barbour(3) | 163,677 | 185,000 | 348,677 | | Suzanne P. Clark(4) | 149,610 | 185,000 | 334,610 | | Bob De Lange | 150,000 | 185,000 | 335,000 | | Zhanna Golodryga(5) | 101,250 | 185,000 | 286,250 | | George E. Minnich(6) | 49,286 | — | 49,286 | | Niels Pörksen(7) | 145,302 | 185,000 | 330,302 | | David Sagehorn(8) | 152,957 | 185,000 | 337,957 | | Mallika Srinivasan(6) | 42,651 | — | 42,651 | | Matthew Tsien | 135,000 | 185,000 | 320,000 |

  16. DIRECTOR COMPENSATION

    (1)Mr. Hansotia, as an employee of the Company, was not compensated for his service on the Board. His compensation is reflected in the 2025 Summary Compensation Table. (2)For 2025, each non-employee director was granted $185,000 in restricted stock under the Company’s long-term incentive plan. All restricted stock grants are restricted as to transferability for a period of one year following the grant date. In the event a director departs from the Board, the non-transferability period expires immediately. The 2025 annual grant occurred on April 24, 2025, resulting in 2,157 shares per director. The amounts above reflect the aggregate grant date fair value computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, “Compensation-Stock Compensation” (“ASC 718”). The assumptions on which these valuations are based are set forth in Note 15 to the audited financial statements included in the Company’s annual report on Form 10-K filed with the SEC on February 13, 2026. After shares were withheld for income tax purposes in certain jurisdictions, each director held the following shares as of December 31, 2025 related to this grant: Mr. Arnold — 2,157 shares; Ms. Barbour — 2,157 shares; Ms. Clark — 2,157 shares; Mr. De Lange —2,157 shares; Ms. Golodryga — 2,157 shares; Mr. Pörksen — 1,639 shares; Mr. Sagehorn — 2,157 shares; and Mr. Tsien — 2,157 shares. (3)Ms. Barbour became Chair of the Talent and Compensation Committee in July 2025 and received a pro-rata portion of the annual Chair retainer during 2025. Additionally, Ms. Barbour served as Chair of the Audit Committee during a portion of 2025 for which she received a pro-rata portion of the annual Chair retainer during 2025. (4)Ms. Clark joined the Governance Committee, in addition to her existing roles on the Sustainability and Talent and Compensation Committees, in April 2025 and received a pro-rata portion of the annual $6,000 retainer for serving on three or more Board committees (excluding the Executive Committee) during 2025. Additionally, Ms. Clark served as Chair of the Talent and Compensation Committee during a portion of 2025 for which she received a pro-rata portion of the annual Chair retainer during 2025. (5)Ms. Golodryga was appointed to the Board effective April 1, 2025; her fees represent a pro-rated portion of the annual Board and committee fees, reflecting the period during which she served during 2025. (6)Mr. Minnich and Ms. Srinivasan did not stand for re-election at the 2025 Annual Meeting and left the Board in April 2025; their fees represent a pro-rated portion of the annual Board and committee fees, reflecting the period during which they served during 2025. (7)Mr. Pörksen became Chair of the Finance Committee in April 2025 and received a pro-rata portion of the annual Chair retainer during 2025. (8)Mr. Sagehorn became Chair of the Audit Committee in July 2025 and received a pro-rata portion of the annual Chair retainer during 2025.

  17. COMPONENTS OF 2025 EXECUTIVE COMPENSATION

    | Short-Term | Mid-Term | Long-Term | | | Fixed | Variable | | | | Base Salary Cash | AIP Cash | Performance Share Units (PSP Units) Stock | Restricted Stock Units (RSUs) Stock | | | | | | | Purpose | | | | | Market-competitive base salary reflecting contribution, background, knowledge, skills and performance | Annual cash incentive based on achievements of key financial targets | Based on AGCO’s performance vs. financial goals aligned with generating stockholder value over the long-term | Employee Retention | | Performance Period | | | | | N/A | 1 year | 3 years | 3 years | | Performance Measures | | | | | N/A | Adjusted Operating Margin (40%) Return on Net Assets (40%) Customer Satisfaction (10%) Employee Engagement (10%) | Revenue Growth (50%) Return on Net Assets (50%) Subject to a TSR modifier of +/- 20% relative to an agribusiness index | Stock Price Appreciation, as the ultimate award value upon settlement depends upon stock price |

  18. RELATIONSHIP BETWEEN COMPENSATION METRICS AND FINANCIAL PERFORMANCE

    | DRIVERS OF OPERATING MARGIN (SHORT-TERM INCENTIVE) | DRIVERS OF RETURN ON NET ASSETS (SHORT-TERM AND LONG-TERM INCENTIVES) | DRIVERS OF 3-YEAR REVENUE GROWTH (LONG-TERM INCENTIVE, PSP) | | •Focus on profitability •Cost control/expense management •Streamline operations •Near-term business execution | •Focus on profitability •Efficient use of long-term assets •Working capital efficiency •Accountability for acquisition returns | •Market share •Successful execution of business strategy •Focus on customer trends and requirements |

  19. 2025 ANNUAL INCENTIVE (AIP)

    2025 ANNUAL INCENTIVE (AIP) Annual incentives are intended to facilitate alignment of management with corporate objectives in order to achieve outstanding performance and to meet specific AGCO financial targets. Incentive plan performance measures and targets are evaluated annually to ensure they support our strategic business objectives. The AIP for 2025 was based on AGCO’s financial performance, employee engagement and customer satisfaction. AIP compensation awards for all NEOs and Senior Vice Presidents were again based 100% on corporate goals for global alignment purposes, rather than regional or functional goals. In addition to meeting the AIP metrics, participants must maintain certain individual performance ratings in order to be eligible to earn an award. Under the AIP, in no event may a participant receive more than $4,000,000 in a plan year. AIP opportunities are expressed as a percentage of each executive officer’s base salary. The annual award opportunities for the NEOs in 2025 were as follows, subject to the cap noted above:

  20. 2025 ANNUAL INCENTIVE (AIP)

    | | Opportunity as a Percentage of Base Salary | | | | Name | Minimum Award | Target Award | Maximum Award | | Mr. Hansotia | 80% | 160% | 320% | | Mr. Audia | 50% | 100% | 200% | | Mr. Dehner | 45% | 90% | 180% | | Mr. Felli | 45% | 90% | 180% | | Mr. Millwood | 45% | 90% | 180% |

  21. 2025 ANNUAL INCENTIVE (AIP)

    The corporate objectives and targets are set at the beginning of each year and approved by the Talent and Compensation Committee based upon the prior year’s results as well as a budget reviewed by the Finance Committee and approved by the Board. The charts that follow summarize the performance measures, weightings and results that the Talent and Compensation Committee approved for the 2025 annual incentive.

  22. DESCRIPTION OF PERFORMANCE MEASURES

    DESCRIPTION OF PERFORMANCE MEASURES

  23. DESCRIPTION OF PERFORMANCE MEASURES

    | PERFORMANCE MEASURE AND WEIGHTING | DEFINITION | RATIONALE | | Adjusted Operating Margin (40%) | Adjusted income from operations divided by net sales. | Margin improvement links to earnings and is key to increasing company performance and stockholder value. | | Return on Net Assets (40%) | Adjusted income from operations divided by net assets. | Return on net assets promotes improving returns through an efficient use of capital and is an important indicator of stockholder value. | | Customer Satisfaction (10%) | Utilizes the Net Promoter Score, a metric that measures customer satisfaction and loyalty, to calculate the willingness of our customers to recommend AGCO products to others. This calculation is a proxy to gauge the customer’s overall satisfaction with AGCO’s products and the customer’s loyalty to the AGCO brand. | Improved customer experience leads to better customer retention and improved sales. | | Employee Engagement (10%) | The level of our employees’ commitment and connection to our organization. Employee Engagement is measured through an annual survey; the survey measures our employees’ collective level of engagement via their responses to four questions that comprise our “employee engagement index.” | Employee Engagement supports employee retention and is critical to our ability to successfully implement our strategy. |

  24. 2025 ANNUAL INCENTIVE PAYOUTS

    2025 ANNUAL INCENTIVE PAYOUTS As described previously, we have had a design in place since 2021 that adjusts the financial targets for the annual incentive plan on a sliding scale relative to actual industry conditions to address industry cyclicality by normalizing targets upward or downward so management will be rewarded for operational performance and quick response to changing demands. The performance targets remained appropriately challenging for management to achieve in contrast to fixed targets that might not have been met (due to the downturn in the agricultural industry in 2025) and, therefore, would not have provided an appropriate incentive. As a result of the overall performance of the agricultural equipment industry and the Company’s approach to align targets based upon the industry’s 10-year average, the midpoint of the targets for adjusted operating margin and Return on Net Assets for 2025 were decreased on a sliding scale by approximately 155 basis points and 2,050 basis points, respectively, from the Company’s 2024 performance outcomes for those metrics, in response to industry conditions being significantly below mid-cycle levels, driven largely by decreases in commodity prices and farm income. In future years, the targets will be increased or decreased as appropriate to reflect the industry’s cyclical status at that time. In order to ensure that the calculations under the AIP reflect what is within and what is outside of management's control, and to ensure they reflect normalized operating results, the Talent and Compensation Committee excludes certain predetermined items from the calculation of adjusted operating margin and RONA, as described in the reconciliation for each metric to the closest U.S. GAAP measure at the end of this proxy statement. In addition, the Talent and Compensation Committee has the ability to exclude other items from adjusted operating margin and RONA as deemed appropriate. For 2025, the Talent and Compensation Committee determined that (a) costs related to resolution of TAFE litigation and (b) effects of newly implemented tariffs in North America should be excluded from the calculations of adjusted operating margin and RONA. Expenses related to TAFE litigation, which concluded during 2025, represent non-recurring, non-operational charges. With respect to tariffs, 2025 targets were established before changes to U.S. tariff policy were announced; therefore, the effects of this were not factored into the original performance expectations. As indicated below, for 2025, adjusted operating margin was 8.5%, which was above the target range of 6.9% to 8.4% and RONA was 17.4%, which was above the maximum of 15.9%. If TAFE litigation and effects of North America tariffs had not been excluded from the calculations, the results would have been 7.7% for adjusted operating margin and 15.5% for RONA. Reconciliations of 7.7% for adjusted operating margin and 15.5% for RONA to the closest U.S. GAAP measures are provided at the end of this proxy statement. With respect to the first of our non-financial measures, Customer Satisfaction, we set our goal for 2025 based on our Net Promoter Score. We achieved a metric of 69% for this goal, which was above the maximum of 68% and the highest customer satisfaction result since we began using this metric. As to employee engagement, we set our goal for 2025 based on the results of our annual employee survey. When the targets were established, the Talent and Compensation Committee anticipated the potential need to apply a modifier to this goal due to changes to the employee experience that could result from contemplated restructuring and business optimization activities during 2025 and, therefore, preserved the ability to modify this goal. Consistent with this expectation, the Talent and Compensation Committee determined that the employee engagement result of 67%, which matched employee engagement levels in 2024, represented a higher level of achievement than the target given restructuring and other significant changes employees experienced during 2025 and, therefore, concluded that the funding for this goal should align with an achievement of 67.5% to reflect these circumstances. Despite ongoing pressures on farm income and global trade dynamics that influenced overall industry activity as described above, the Company delivered a strong performance relative to the industry cycle in 2025. The Company’s full-year adjusted operating margin of 7.7% was nearly double the performance recorded at the bottom of the last cycle, demonstrating the continued resilience of the Company’s earnings profile, driven by our three high-margin growth initiatives, continued cost discipline, focus on rightsizing dealer inventories and the benefits of our multi-year structural transformation. Therefore, based on these results, the Talent and Compensation Committee determined that AGCO performed at a cumulative 163% of the established short-term incentive targets for 2025.

  25. 2025 ANNUAL INCENTIVE PERFORMANCE MEASURES AND RESULTS

    2025 ANNUAL INCENTIVE PERFORMANCE MEASURES AND RESULTS

  26. 2025 ANNUAL INCENTIVE PERFORMANCE MEASURES AND RESULTS

    | Measure | Weight | Bonus Objective | Percent Achieved | Earned Award | | | | | | | | Adjusted Operating Margin | | | 120.0% | 48.0% | | | | | | | | Return on Net Assets | | | 200.0% | 80.0% | | | | | | | | Customer Satisfaction | | | 200.0% | 20.0% | | | | | | | | Employee Engagement | | | 150.0% | 15.0% | | Total | 163.0% | | | |

  27. 2025 ANNUAL INCENTIVE PERFORMANCE MEASURES AND RESULTS

    The short-term incentive payouts in 2025 were as follows:

  28. 2025 ANNUAL INCENTIVE PERFORMANCE MEASURES AND RESULTS

    | Name | Target as a % of Base Salary | Achievement as a % of Target | As a % of Salary | Actual Amount | | Mr. Hansotia | 160% | 163.0% | 261% | $3,651,200 | | Mr. Audia | 100% | 163.0% | 163% | $1,250,953 | | Mr. Dehner(1) | 90% | 163.0% | 147% | $911,335 | | Mr. Felli(2) | 90% | 163.0% | 147% | $734,507 | | Mr. Millwood | 90% | 163.0% | 147% | $763,975 |

  29. 2025 ANNUAL INCENTIVE PERFORMANCE MEASURES AND RESULTS

    (1)Mr. Dehner’s short-term incentive payout was calculated and paid in Swiss francs and shown here in U.S. dollars based on the 2025 average exchange rate. (2)Mr. Felli’s short-term incentive payout was calculated and paid in Brazilian reais and shown here in U.S. dollars based on the 2025 average exchange rate.

  30. LONG-TERM INCENTIVE

    LONG-TERM INCENTIVE LTI is intended to engage executives in achieving longer-term performance goals and to make decisions in the best interest of the stockholders. LTI performance goals are reviewed annually to ensure they are appropriately aligned with stockholder interests and the strategic business objectives of AGCO. In January 2025, the Talent and Compensation Committee approved long-term incentive awards for 2025 eligible plan participants. The Talent and Compensation Committee approved an increase in the LTI targets for the CEO and CFO after considering a variety of factors, including market data from our compensation peer group, the executives’ time in role, and their sustained leadership performance. These adjustments are intended to ensure that our LTI opportunities remain competitive, appropriately reflect the scope of each role and continue to align executive incentives with long‑term value creation for shareholders. The target award levels for each award type were set at the median level of market competitiveness. The following table summarizes the type of equity awarded to our NEOs for 2025 under our LTI Plan:

  31. LONG-TERM INCENTIVE

    | AWARD TYPE | OVERVIEW | RATIONALE | | Performance Share Plan (PSP): 60% | •50% 3-year Revenue Growth •50% 3-year Return on Net Assets (RONA) •+/- 20% TSR modifier | Both metrics are meaningful measures of our performance and have a strong correlation to generating stockholder value over the long-term. The relative TSR modifier aligns with creating value for our stockholders. | | Restricted Stock Units (RSUs): 40% | •3-year ratable vesting | Encourages executive retention. Creates alignment with long-term stockholder value. |

  32. 2023–2025 PERFORMANCE SHARE PLAN (PSP)

    2023–2025 PERFORMANCE SHARE PLAN (PSP) The performance period for the PSP awards granted in 2023 was completed at the end of 2025. Targets for the 2023-2025 performance cycle were set in 2023 based upon the following: •For RONA, the target was set on a relative industry sliding scale above the target set for RONA in the short-term AIP for 2023 to reflect an expectation of improvement for a three-year period compared to a one-year target. •For Revenue Growth, the target was set based on achieving revenue above AGCO’s prior year performance for each year in the three-year period. In order to ensure that the calculations under the PSP reflect what is within and what is outside of management's control, and to ensure they reflect normalized operating results, the Talent and Compensation Committee excludes certain predetermined items from the calculation of revenue growth and RONA. When measuring revenue growth, the Talent and Compensation Committee excludes the impact from foreign currency translation, acquisitions and pricing, as well as adjusting for changes in the industry, in order to better assess AGCO’s revenue growth year-over-year and performance while minimizing the positive or negative impact of external conditions. Accordingly, consistent with the 2022-2024 PSP awards, for the 2023-2025 awards, the results related to the PTx Trimble joint venture in 2024 and 2025 were excluded from the calculation of revenue as the targets were established prior to the completion of the joint venture transaction. When measuring RONA, the Talent and Compensation Committee excludes certain predetermined items from the calculation, as described in the reconciliation for the metric to the closest U.S. GAAP measure at the end of this proxy statement. In addition, the Talent and Compensation Committee has the ability to exclude other items as deemed appropriate. Accordingly, consistent with the 2022-2024 PSP awards, for the 2023-2025 awards, the Talent and Compensation Committee determined that the results related to the PTx Trimble joint venture in 2024 and 2025 should be excluded from the calculation of RONA because the 2024 and 2025 targets were established prior to the completion of the joint venture transaction. •We evaluate performance for each year of the three-year periods independently, which provides more opportunity for consistent payouts and allows for alignment in a challenging industry environment. At the end of the three-year performance period, we average the three-year performance results to determine the number of performance shares earned. We then apply a relative TSR modifier that could result in an increase or a reduction of shares earned by 20%, dependent on the quartile of TSR performance relative to the MVIS Global Agribusiness Index for the three-year performance period.

  33. 2023–2025 PERFORMANCE SHARE PLAN (PSP)

    | | RONA | % of RONA Performance Shares Earned | Weighted % of Total PSP Shares Earned | | Threshold | 30.6% | 33.3% | 16.5% | | Target | 36.6% | 100.0% | 50.0% | | Maximum | 39.6% | 200.0% | 100.0% | | Actual | 31.9% | 47.8% | 23.9% |

  34. 2023–2025 PERFORMANCE SHARE PLAN (PSP)

    | | Revenue Growth | % of “Revenue Growth” Performance Shares Earned | Weighted % of Total PSP Shares Earned | | Threshold | 0.0% | 33.3% | 16.5% | | Target | 3.0% | 100.0% | 50.0% | | Maximum | 6.0% | 200.0% | 100.0% | | Actual | (1.2)% | —% | —% |

  35. 2023–2025 PERFORMANCE SHARE PLAN (PSP)

    | TSR Modifier Applied to Number of Performance Shares Earned | | | Percentile Rank Achieved(1) | Earned Adjustment | | >75th percentile | + 20% share adjustment | | >25th percentile and <75th percentile | No adjustment | | < 25th percentile | - 20% share adjustment |

  36. 2023–2025 PERFORMANCE SHARE PLAN (PSP)

    (1)Quartile of performance relative to the MVIS Global Agribusiness Index. At the conclusion of the cycle, the Talent and Compensation Committee determined that, based on the Company’s performance, we achieved 47.8% with respect to RONA and 0% with respect to Revenue Growth. We achieved between the 25th and 75th percentile for TSR, ranking in the 44th percentile, and therefore did not apply a TSR modifier to the number of performance shares earned. The awards paid out at 23.9% of target. The target award and actual number of shares received by the NEOs for the three-year PSP performance cycle (2023-2025) are shown below:

  37. 2023–2025 PERFORMANCE SHARE PLAN (PSP)

    | | Three-Year Performance Cycle (2023-2025) | | | Name | Target Award (100%) | Actual Award (23.9%) | | Mr. Hansotia | 39,440 | 9,426 | | Mr. Audia | 5,138 | 1,227 | | Mr. Dehner | 4,110 | 982 | | Mr. Felli | 4,110 | 982 | | Mr. Millwood | 3,068 | 733 |

  38. 2025-2027 PERFORMANCE SHARE PLAN (PSP)

    2025-2027 PERFORMANCE SHARE PLAN (PSP) We granted PSP awards in 2025 with the same design as the 2023 PSP awards described above. Revenue growth will continue to be measured on a year-over-year basis over the three-year performance period. For RONA, we set targets that we believe are appropriately challenging but are reasonable for management to achieve using a sliding scale approach to manage industry cyclicality. We intend to disclose the specific RONA target goals for the 2025 PSP awards at the conclusion of the three-year performance period because of the potential for competitive harm for the Company.

  39. MATRIX OF AWARD OPPORTUNITIES FOR AWARDS GRANTED IN 2025

    | | Return on Net Assets | | | | | | | Below Threshold | Threshold | Target | Outstanding | | | Outstanding | 100.0% | 116.5% | 150.0% | 200.0% | | | Target | 50.0% | 66.6% | 100.0% | 150.0% | | | Threshold | 16.5% | 33.3% | 66.6% | 116.5% | | | Below Threshold | —% | 16.5% | 50.0% | 100.0% | |

  40. MATRIX OF AWARD OPPORTUNITIES FOR AWARDS GRANTED IN 2025

    If the actual performance of the goal falls in between the established goals for threshold, target and outstanding performance, the associated payout factor will be calculated using a straight-line interpolation between the two goals. In addition, the shares earned are subject to a relative TSR modifier that is determined at the end of the three-year performance cycle, that could result in an increase or a reduction of shares earned by 20%, dependent on the quartile of performance relative to the MVIS Global Agribusiness Index. The increase or reduction in shares is determined by the following percentile ranking: Less than or equal to the 25th percentile results in a 20% reduction, greater than the 25th percentile and less than the 75th percentile results in no adjustment and greater than or equal to the 75th percentile results in a 20% increase.

  41. JOINT VENTURE TRANSACTION AWARD

    JOINT VENTURE TRANSACTION AWARD In connection with the PTx Trimble joint venture transaction, the Talent and Compensation Committee approved a transaction-based bonus for certain employees involved in the execution of the transaction and post-merger integration, including Mr. Audia, which had a 2024 and 2025 component. The 2025 component for Mr. Audia consisted of his eligibility to be granted a performance-based RSU grant on May 1, 2025, with an anticipated dollar value equal to $270,375, generally contingent upon the performance of PTx Trimble in the year following the transaction. The 2025 RSU award was not granted as the conditions for the grant were not satisfied.

  42. PAY GOVERNANCE AND PAY-FOR-PERFORMANCE PHILOSOPHY

    | Philosophy | Approach | | Align with Stockholders’ Interests | Compensation paid should align directly with the long-term interests of our stockholders, and our executives should share with them in the performance and value of our common stock. | | Support Business Strategy | Compensation should be based on challenging Company performance and strategic goals, which are within our executive’s control and reward performance aligned with AGCO’s strategy, values and desired behaviors. | | Pay for Performance | Target compensation should have an appropriate mix of short-term and long-term pay elements. In general, compensation is highly weighted -- on average, over 80% -- to variable or “at risk” compensation. | | Require Executive Stock Ownership | Executives should meet minimum requirements for share ownership. | | Competitive Compensation - Attract and Retain Quality Management | Executive pay is market competitive but also performance-based and structured so that it addresses retention, recruitment, market scarcity and other business concerns. |

  43. PAY GOVERNANCE AND PAY-FOR-PERFORMANCE PHILOSOPHY

    | WHAT WE DO: | | Talent and Compensation Committee composed entirely of independent directors who are advised by an independent compensation consultant Talent and Compensation Committee annually reviews financial performance objectives in our annual and long-term incentive plans Annual and long-term incentive plans with performance objectives aligned to business goals Long-term vesting period for equity awards Compensation programs support a conservative approach to share usage Double-trigger equity vesting in the event of change-in-control Require substantial stock ownership for all executive officers and directors Clawback provisions in plans | | WHAT WE DON’T DO: | | Tax gross-ups on change-in-control benefits (for all new employment contracts since 2017, including the CEO) Encourage excessive or unnecessary risk-taking Reprice equity awards without stockholder approval Allow directors or executives to engage in hedging or pledging of AGCO’s securities |

  44. BENCHMARKING COMPENSATION TO PEERS

    BENCHMARKING COMPENSATION TO PEERS The Talent and Compensation Committee’s goal is to provide target total direct compensation (target total cash plus target equity incentive opportunity) for each NEO that is competitive with the median levels of other industrial companies of similar size and complexity. The Talent and Compensation Committee annually reviews the peer group for compensation comparisons and makes updates as needed to ensure that the included companies are appropriate comparators for determining whether total compensation for NEOs aligns with market. In determining the appropriate peer group, the Talent and Compensation Committee considers the attributes of company size as well as similarity of industry and business, as outlined in the table as follows.

  45. BENCHMARKING COMPENSATION TO PEERS

    | PEER GROUP – SELECTION PROCESS |

  46. REVIEW OF CURRENT COMPENSATION PEER GROUP

    REVIEW OF CURRENT COMPENSATION PEER GROUP

  47. REVIEW CRITERIA

    REVIEW CRITERIA Our assessment of potential peer companies involved a series of key guidelines and parameters, along with sound judgment, to arrive at an appropriate compensation peer group. Note that not all compensation peer companies match all criteria, and not all criteria are of equal importance.

  48. REVIEW CRITERIA

    The Talent and Compensation Committee generally reviews our peer group annually. The peer group that was used for compensation decisions in early 2025 had been previously reviewed by the Talent and Compensation Committee in July 2024 with the assistance of its compensation consultant. The composition of this peer group (17 companies) is shown below. The Talent and Compensation Committee reviewed this peer group in July 2025, with the assistance of its compensation consultant, and decided that no changes were necessary to the peer group’s composition for 2026 compensation benchmarking.

  49. NEO EMPLOYMENT AGREEMENTS

    NEO EMPLOYMENT AGREEMENTS AGCO maintains employment agreements with each of the NEOs, all of which the Company believes to be consistent with market practices. These agreements generally provide for the following: •Annual base salary •Participation in annual cash and long-term incentive equity programs •Severance benefits, as described below •For Messrs. Hansotia, Audia and Millwood, participation in the Company’s Nonqualified Defined Contribution Plan, as described below (the Company’s Executive Nonqualified Pension Plan or “ENPP,” in which Mr. Hansotia previously participated, was frozen to future accruals as of December 31, 2024) •For Mr. Dehner, participation in a pension plan (the Swiss Life Collective “BVG” Foundation pension fund), described below, and reimbursement for certain health care benefits •For Mr. Felli, participation in a pension plan (Brazil Defined Contribution Plan), described below •A company car and reimbursement for customary expenses •For Mr. Hansotia: (1) Reimbursement of the cost of one club membership, (2) term life insurance equal in value to six-times his base salary and (3) pursuant to a December 2025 amendment to his employment agreement, for security and safety reasons, the Company is requiring Mr. Hansotia to use a Company-provided aircraft for business and personal travel, provided that any non-North America use of a Company-provided aircraft for personal use must be approved in advance by the chair of the Talent and Compensation Committee. Family and friends may accompany Mr. Hansotia on business and personal trips on a Company-provided aircraft, but they cannot use the aircraft if they are not accompanying Mr. Hansotia. In addition, Mr. Hansotia will not be grossed-up for any taxes resulting from personal use of a Company-provided aircraft by himself, his family members or his friends. •Customary non-compete and non-solicitation provisions for two years post-employment, and a confidentiality provision for five years post-employment •During the two-year (for Mr. Hansotia, three-year) period following a change in control, no reduction in position, duties, responsibilities and compensation, and no relocation of office

  50. POST-TERMINATION AND CHANGE IN CONTROL BENEFITS

    POST-TERMINATION AND CHANGE IN CONTROL BENEFITS Employment agreements with the executives provide severance benefits when the termination by the Company is without “cause” (or other such similar term as included in the applicable employment agreement or incentive plan) or by the executive with “good reason.” The size of the severance benefits depends on whether the termination is within two years following a change of control.

  51. SEVERANCE BENEFITS WITHOUT A CHANGE OF CONTROL

    SEVERANCE BENEFITS WITHOUT A CHANGE OF CONTROL For terminations by the Company without “cause” or by an executive for “good reason” that do not involve a change of control, the severance benefit includes: •For Mr. Felli, such severance payments as are required by the local law in Brazil •Mr. Hansotia will receive his base salary for two years upon termination, Messrs. Audia and Millwood will receive their respective base salaries for one year upon termination, and Mr. Dehner will receive one times his base salary payable in three installments over the six months following his termination. •For Messrs. Hansotia, Audia and Millwood, continued life insurance benefits and up to 18 months COBRA coverage at active employee rates •For Mr. Hansotia, a two-times bonus (calculated based on the three-year average of annual cash bonus received during the prior two completed years and the current year’s trend), payable in a lump sum •For Messrs. Audia, Dehner and Millwood, a pro-rata portion of bonus or other incentive benefits for the year of termination •However, if Messrs. Hansotia, Audia, Dehner or Millwood’s termination of employment occurs at age 65 or older, the executive will not be eligible for the base salary continuation and bonus payments described above In addition to the cash severance payments, certain additional vesting benefits will apply upon a termination by the Company without “good cause” that does not involve a change of control: •Equity grants made in 2024 and 2025 provide for pro-rata vesting of the next tranche of RSUs scheduled to vest, and pro-rata vesting of PSP units based on the attainment of performance conditions at the end of the performance period, subject to the execution of a release of claims. •A terminated executive also is entitled to receive any vested benefits under the ENPP payable beginning at age 65, if applicable.

  52. SEVERANCE BENEFITS TRIGGERED ON TERMINATION FOLLOWING A CHANGE OF CONTROL

    SEVERANCE BENEFITS TRIGGERED ON TERMINATION FOLLOWING A CHANGE OF CONTROL For terminations by the Company without “cause” or by an executive for “good reason” within two years following a change of control, the severance benefit includes: •A lump-sum payment representing 3x base salary for Mr. Hansotia, 2x base salary for Messrs. Audia, Dehner and Millwood, and 1x base salary for Mr. Felli. •Pro-rata portion of bonus or other incentive benefits for year of termination. •For Mr. Hansotia, a 3x bonus; for Messrs. Audia, Dehner and Millwood, a 2x bonus, and for Mr. Felli, a 1x bonus (calculated based on the three-year average of annual cash bonus received during the prior two completed years and the current year’s trend), payable in a lump sum. •Continued life and group health coverage or benefits at the same rates in effect at the time of termination, or payment in lieu of such amounts, for a post-termination period equal to: for Mr. Hansotia, three years; for Messrs. Audia, Dehner and Millwood, two years; and for Mr. Felli, one year. In addition to the cash severance payments, certain enhanced vesting benefits exist following a change in control: •All unvested equity awards include a “double-trigger” provision that generally provides for accelerated vesting of all or a portion of any unvested awards, contingent on a change in control and either termination of employment (by the Company without “good cause” or by the executive for “good reason,” with a release of claims required, beginning with 2024 grants) or failure of the acquiring company to assume outstanding equity grants or provide participants with the value equal to that of the unvested equity grants. •All benefits under the ENPP that have been earned based on years of service also become vested upon a change of control, regardless of whether the participant experiences a termination following the change in control. •Accelerated vesting of the executive’s account under the Nonqualified Defined Contribution Plan, regardless of whether the participant experiences a termination following such change in control. Under the provisions of each NEO’s employment contract, there are no excise tax gross-ups for change in control benefits. For purposes of these benefits, a “change of control” occurs, in general, when (i) one or more persons acquire common stock of the Company that, together with other stock owned by the acquirers, amounts to more than 50% of the total fair market value or total voting power of the stock; (ii) one or more persons acquire during a 12-month period stock of the Company that amounts to 30% or more of the total voting power of the stock; (iii) a majority of the members of our Board of Directors are replaced in any 12-month period by directors who are not endorsed by a majority of the directors then in office; or (iv) with some exceptions, one or more persons acquire assets from the Company that have a total fair market value equal to or greater than 40% of the aggregate fair market value of all of our assets.

  53. RETIREMENT

    RETIREMENT Executive officers participate in our various employee benefit plans designed to provide retirement income. Our qualified and nonqualified pension plans provide a retirement income base, and our qualified and nonqualified plans permit additional retirement savings. To encourage retirement savings under the qualified and nonqualified plans, we provide an employer matching contribution (as noted below). In addition, we provide certain enhanced vesting benefits under our AIP and equity awards upon retirement, as described below. Under our equity awards, a grantee will generally qualify for retirement treatment if the grantee retires after age 65, or alternatively for Senior Vice Presidents and above, after age 55 and ten years of service, provided certain other requirements have been met. Mr. Millwood will generally be considered to have met retirement criteria under his equity awards on December 31, 2027, provided that certain other requirements have been met.

  54. RETIREMENT

    | PLAN TYPE | DESCRIPTION | STATUS | | AGCO 401(k) Plan | For the Company’s 401(k) plan, we generally contributed approximately $18,975 to each eligible U.S.-based executive’s 401(k) account during 2025, which was the maximum contribution match allowable under the Company’s 401(k) plan. | Active | | Executive Nonqualified Pension Plan | The ENPP provides the Company’s eligible U.S.-based executives with retirement income for a period of 15 years based on a percentage of their final average compensation, including base salary and annual incentive bonus, reduced by the executive’s Social Security benefits and 401(k) plan benefits attributable to employer matching contributions. | ENPP frozen to future salary benefit accruals as of December 31, 2024 | | Executive Defined Contribution (“DC”) Plan | The Company maintains a DC plan with respect to which it makes contributions for certain senior U.S.-based executives. Executives who previously participated in the ENPP began receiving contributions under the DC plan in 2025 in connection with the freeze of the ENPP on December 31, 2024. For Senior Vice Presidents, we annually contribute 10% of the executive officer’s salary plus his or her annual incentive compensation, less the maximum contribution match allowance under the AGCO 401(k) plan, to the DC Plan. For the Chief Executive Officer, the annual contribution percentage is 15%, similarly adjusted. | Active | | Annual Incentive Plan | If a participant in the AIP terminates employment before an AIP award is paid due to approved retirement, a pro-rated award will be paid out based on actual performance results at the same time as awards are paid to other participants. | Active | | Equity Awards | Upon retirement, there will be pro-rata vesting of the next tranche of RSUs scheduled to vest, and pro-rata vesting of PSP units based upon the attainment of performance conditions at the end of the performance period. If the retirement occurs following a change in control, there will generally be full vesting of RSUs and pro-rata vesting of PSP units. Beginning with equity awards granted in 2026, retirement vesting will generally not be subject to pro-ration, provided the executive continues to comply with applicable restrictive covenants following retirement. | Active | | Swiss Life Collective BVG Foundation | A cash balance plan with contributions made both by the Company and the executive. The account balance represents contributions made by the Company (plus interest), as well contributions from prior employers. | Active | | Brazil Defined Contribution Plan | A defined contribution plan that is broadly available to employees in Brazil. This plan provides a 100% match on contributions up to a maximum of 6% of pay, plus the potential for catch-up contributions. | Active |

  55. TIMING OF EQUITY AWARDS

    TIMING OF EQUITY AWARDS We do not currently grant stock options or stock appreciation rights, and therefore we do not have a policy or practice regarding the timing for granting these types of awards. We historically granted stock-settled appreciation rights but have not done so since 2020. Eligible employees may voluntarily enroll in the AGCO Corporation Employee Stock Purchase Plan and receive an option to purchase shares at a discount using payroll deductions accumulated during the applicable offering period. Our current long-term incentive program is comprised of restricted stock units and performance-share plan units. We typically have two regular equity award grant dates, one in January and one in July. On the date of the Talent and Compensation Committee’s regularly scheduled meeting in January of each year, we generally grant annual equity awards to our named executive officers and other eligible employees. On the date of the Talent and Compensation Committee’s regularly scheduled meeting in July of each year, the Talent and Compensation Committee and/or its delegates generally grant off-cycle equity awards, such as new hire awards, retention awards, or performance recognition awards. In addition, we occasionally make special equity award grants at other times during the year, such as in connection with the closing of a transaction.

  56. Summary of 2025 Compensation

    Summary of 2025 Compensation The following table provides information concerning the compensation of the NEOs for the Company’s three most recently completed years ended December 31, 2025, 2024 and 2023. In the column “Salary,” we disclose the amount of base salary paid to the NEO during the year. In the column “Bonus,” we disclose bonuses earned by the NEOs outside of our AIP during the year, if any. In the column “Stock Awards,” we disclose the award of stock (specifically RSUs and PSP awards) measured in dollars and calculated in accordance with ASC 718 Compensation - Stock Compensation. For awards of RSUs, the ASC 718 aggregate grant date fair value per share is equal to the closing price of our common stock on the date of grant decreased by the present value of the future dividends estimated to be distributed. For the PSP awards that included a market condition, the Company measured the fair value using a Monte Carlo simulation. The amounts disclosed as the aggregate grant date fair value of the stock awards granted under the PSP are computed at the probable outcome of the performance conditions, or “target” level. The actual amounts that will be earned are dependent upon the achievement of applicable performance goals. Please also refer to the table below under the caption “2025 Grants of Plan-Based Awards.” For more information on our 2025 RSU and PSP grants (including applicable vesting and performance conditions), see the section above entitled “Long-Term Incentive.” In the column “Non-Equity Incentive Plan Compensation,” we disclose amounts earned under our AIP. The amounts included with respect to any particular year are dependent on whether the achievement of the relevant performance measure was satisfied during the year. For more information on our 2025 AIP program (including applicable performance metrics), see the section above entitled “2025 Annual Incentive (AIP).” In the column “Change in Pension Value and Non-Qualified Earnings,” we disclose the aggregate change in the actuarial present value of the NEO’s accumulated benefit under all defined-benefit and actuarial-benefit plans (including supplemental plans) in 2025. In the column “All Other Compensation,” we disclose the sum of the dollar value of all perquisites and other personal benefits, or property, unless the aggregate amount of such compensation is less than $10,000. The Company currently has employment agreements with each NEO, as described in the section entitled “NEO Employment Agreements” above.

  57. 2025 Summary Compensation Table

    2025 Summary Compensation Table

  58. 2025 Summary Compensation Table

    | Name and Principal Position(1) | Year | Salary(2) ($) | Bonus ($) | Stock Awards(3) ($) | Non-Equity Incentive Plan Compensation(4) ($) | Change in Pension Value and Non- Qualified Earnings(5) ($) | All Other Compensation(6) ($) | Total ($) | | Eric P. Hansotia Chairman, President & CEO | 2025 | 1,400,000 | — | 13,215,922 | 3,651,200 | 757,459 | 632,960 | 19,657,541 | | | 2024 | 1,383,333 | — | 9,916,044 | 570,681 | 2,552,817 | 300,003 | 14,722,878 | | | 2023 | 1,316,667 | — | 9,252,255 | 3,732,750 | 2,567,180 | 402,414 | 17,271,266 | | Damon J. Audia Senior Vice President — Chief Financial Officer | 2025 | 767,456 | — | 2,948,206 | 1,250,953 | — | 119,232 | 5,085,847 | | | 2024 | 740,227 | 270,375 | 1,932,397 | 203,584 | — | 246,700 | 3,393,283 | | | 2023 | 714,000 | — | 1,205,287 | 1,349,460 | — | 158,548 | 3,427,295 | | Torsten R.W. Dehner(7) Senior Vice President, General Manager, Global Fendt/Valtra and Product Management | 2025 | 621,224 | — | 986,045 | 911,335 | 382,387 | 41,405 | 2,942,396 | | | 2024 | 584,070 | 20,894 | 954,008 | 144,557 | — | 40,644 | 1,744,173 | | | 2023 | 568,653 | — | 964,172 | 967,278 | 311,262 | 42,209 | 2,853,574 | | Luis F.S. Felli(7) Senior Vice President, General Manager, Global Massey Ferguson and Business Effectiveness | 2025 | 501,047 | — | 953,521 | 734,507 | — | 110,017 | 2,299,092 | | | 2024 | 500,983 | — | 954,008 | 123,883 | — | 105,643 | 1,684,517 | | | 2023 | 505,082 | — | 964,172 | 891,339 | — | 124,630 | 2,485,223 | | Timothy O. Millwood Senior Vice President, Chief Supply Chain Officer | 2025 | 520,774 | — | 953,521 | 763,975 | — | 90,732 | 2,329,002 | | | 2024 | 502,297 | — | 954,008 | 124,332 | — | 168,719 | 1,749,356 |

  59. 2025 Summary Compensation Table

    (1)Messrs. Dehner and Felli were each NEOs in 2023 but not 2024, and are again NEOs in 2025; pursuant to SEC guidance, we are including their compensation information for each of 2023, 2024 and 2025. (2)Annual base salary increases generally go into effect on May 1. (3)The amounts in this column reflect the grant date fair value of stock awards computed in accordance with ASC 718. The assumptions on which these valuations are based are set forth in Note 15 to the audited financial statements included in the Company’s annual report on Form 10-K filed with the SEC on February 13, 2026. Amounts included in this column with respect to PSP awards granted in 2025 reflect the aggregate grant date fair value computed in accordance with ASC 718 in relation to the 2025-2027 three-year performance cycle at the probable outcome of the performance conditions, or “target” level, at the date of grant. For Mr. Hansotia, the increase was part of the normal progression through the CEO pay ranges based on tenure and performance. Assuming the maximum level of performance, the following would be the values of the award on the date of grant: Mr. Hansotia — $16,251,843; Mr. Audia — $3,625,468; Mr. Dehner — $1,212,601; Mr. Felli — $1,172,564; and Mr. Millwood — $1,172,564. The following were the grant date fair value of the time-vested RSUs granted in 2025 as reported in this column: Mr. Hansotia — $5,090,000; Mr. Audia — $1,135,472; Mr. Dehner — $379,744; Mr. Felli — $367,239; and Mr. Millwood — $367,239. (4)All annual, cash incentive awards were based on performance in the applicable year and paid no later than March 15 of the following year. (5)The change in each officer’s pension value is the change in the Company’s obligation to provide pension benefits (at a future retirement date) from the beginning of the year to the end of the year. The obligation shown in the “2025 Pension Benefits Table” presented below is the value today of a benefit that will be paid at the NEO’s normal retirement age, based on the benefit formula and his current salary and service. The values shown in the Summary Compensation Table represent the change in the pension obligation since the prior year. Change in pension values during the year may be due to various sources such as: •Service accruals: The benefits payable from the pension plans increase as participants earn additional years of service. Therefore, as each executive officer earns an additional year of service during the year, the benefit payable at retirement increases. Mr. Dehner who participated in a pension plan earned an additional year of benefit service during 2025. Mr. Hansotia did not earn service during 2025 since the Executive Nonqualified Plan (ENPP) was frozen as of December 31, 2024. •Compensation increases/decreases since prior year: The benefits payable from the pension plans are related to salary. As executive officers’ salaries increase (or decrease), then the expected benefits payable from the pension plans will increase (decrease) as well. •Aging: The amounts shown above are changes in the present values of retirement benefits that will be paid in the future. As the officers approach retirement, the present value of the liability increases due to the fact that the executive officer is one year closer to retirement than he was at the prior measurement date.

  60. 2025 Summary Compensation Table

    | 2025 SUMMARY COMPENSATION TABLE |

  61. 2025 Summary Compensation Table

    •Changes in assumptions: The amounts shown above are changes in the present values of retirement benefits that will be paid in the future. The discount rate used to determine the present value is updated each year based on current economic conditions. This assumption does not impact the actual benefits paid to participants. The discount rate decreased from 2024 to 2025, which contributed to an increase in the present value of the officers’ benefits. The change in pension value is subject to many external variables discussed above, such as discount rates, that are not related to Company performance. •Plan amendments: The Company periodically amends its retirement programs in order to remain competitive locally and/or align with our global benefits strategy. During 2025, the pension annuity values for Mr. Dehner increased due to service and compensation changes as well as a decrease in discount rate during 2025. For Mr. Hansotia, the increase in pension value is due to a decrease in discount rate during 2025. The pension benefits and assumptions used to calculate these values are described in more detail below under the caption “Pension Benefits.” (6)The amount shown as “All Other Compensation” includes the following perquisites and personal benefits for the year ended December 31, 2025:

  62. 2025 Summary Compensation Table

    | Name | Club Membership ($) | Employer Contributions to Plans(a) ($) | Life Insurance(b) ($) | Car Lease and Maintenance(c) ($) | Other(d) ($) | Total ($) | | Eric P. Hansotia | 13,806 | 295,327 | 15,946 | 39,163 | 268,718 | 632,960 | | Damon J. Audia | — | 96,817 | 6,735 | 15,680 | — | 119,232 | | Torsten R.W. Dehner | — | — | — | 41,405 | — | 41,405 | | Luis F.S. Felli | — | 29,105 | — | 35,311 | 45,601 | 110,017 | | Timothy O. Millwood | — | 63,189 | 2,723 | 24,820 | — | 90,732 |

  63. 2025 Summary Compensation Table

    (a)These amounts represent the Company’s contributions to the AGCO 401(k) Plan and Nonqualified Defined Contribution Plan for the U.S. NEOs and the Brazil Defined Contribution Plan for Mr. Felli. (b)These amounts represent the value of the benefit to the executive officer for life insurance policies funded by the Company. (c)These amounts represent car lease payments made by the Company for cars used by executives and/or their family members, as well as payments for related gas and maintenance costs. (d)In accordance with his employment contract as in effect for the majority of 2025, Mr. Hansotia used the corporate aircraft for personal use for an aggregate of approximately 51 hours (reflecting approximately 9 hours of personal use carried over from 2024) for an aggregate incremental cost of $243,532. Incremental cost for corporate aircraft includes, calculated on a per hour basis, (1) fuel and oil, (2) travel, lodging and other crew expenses, (3) landing, parking, flight planning, customs and similar fees, (4) deadhead and positioning costs, (5) catering costs, (6) maintenance (when not considered a fixed cost), and (7) other similar costs. Since our aircraft is used predominantly for business travel, incremental costs exclude fixed costs such as depreciation, crew compensation, hangar rent and insurance. Also included in Mr. Hansotia’s “Other” column are additional Company provided home and cyber security services of $22,777 and commercial airfare-related costs of $2,409 related to attendance by Mr. Hansotia’s significant other at business-related events while the corporate aircraft was undergoing maintenance. The amount for Mr. Felli includes a local bonus for $26,920, a Merchant’s Day payment related to a collective agreement for $2,596, paid vacation for $12,982, and food vouchers for $3,102. (7)Amounts that were paid in a local currency for Messrs. Dehner and Felli were converted into U.S. dollars from Swiss francs and Brazilian reais, respectively, using the respective year’s average foreign exchange rates. There was no increase in Mr. Dehner’s base salary in 2024 and 2025 and any increase represented in the table above is solely the result of foreign currency exchange fluctuations.

  64. 2025 Grants of Plan-Based Awards

    2025 Grants of Plan-Based Awards In this table, we provide information concerning each grant of an award made to an NEO in the most recently completed year. This includes the awards under the Company’s AIP, as well as PSP awards and RSUs under the LTI Plan, each of which is discussed in greater detail under the caption “Compensation Discussion and Analysis.” The “Threshold,” “Target” and “Maximum” columns reflect the range of estimated payouts under the AIP and the range of number of shares to be awarded under the PSP. In the second-to-last column, we report the number of shares of common stock underlying RSUs granted in the year. In the last column, we report the aggregate ASC 718 grant date fair value of all stock awards made in 2025.

  65. 2025 Grants of Plan-Based Awards

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units(3) (#) | Grant Date Fair Value of Stock Awards ($) | | Name | Award Type | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (# of shares) | Target (# of shares) | Maximum (# of shares) | | | | Eric P. Hansotia | AIP | | 1,120,000 | 2,240,000 | 4,000,000 | | | | | | | | PSP | 1/29/25 | | | | 25,031 | 75,094 | 150,188 | | 8,125,922 | | | RSU | 1/29/25 | | | | | | | 50,063 | 5,090,000 | | Damon J. Audia | AIP | | 383,728 | 767,456 | 1,534,912 | | | | | | | | PSP | 1/29/25 | | | | 5,584 | 16,752 | 33,504 | | 1,812,734 | | | RSU | 1/29/25 | | | | | | | 11,168 | 1,135,472 | | Torsten R.W. Dehner | AIP | | 279,551 | 559,101 | 1,118,202 | | | | | | | | PSP | 1/29/25 | | | | 1,868 | 5,603 | 11,206 | | 606,301 | | | RSU | 1/29/25 | | | | | | | 3,735 | 379,744 | | Luis F.S. Felli | AIP | | 225,309 | 450,618 | 901,236 | | | | | | | | PSP | 1/29/25 | | | | 1,806 | 5,418 | 10,836 | | 586,282 | | | RSU | 1/29/25 | | | | | | | 3,612 | 367,239 | | Timothy O. Millwood | AIP | | 228,142 | 468,697 | 912,569 | | | | | | | | PSP | 1/29/25 | | | | 1,534 | 5,418 | 9,202 | | 586,282 | | | RSU | 1/29/25 | | | | | | | 3,612 | 367,239 |

  66. 2025 Grants of Plan-Based Awards

    (1)Amounts included in the table above represent the potential payout levels related to corporate objectives for the fiscal year 2025 under the Company’s AIP, described in more detail in the Compensation Discussion and Analysis above. Under the AIP, in no event may a participant receive more than $4,000,000 in a plan year. These awards were paid on February 27, 2026. Refer to Note 4 of the 2025 Summary Compensation Table. (2)PSP awards vest based on the attainment of revenue growth and RONA over a three-year period, subject to a total shareholder return modifier of +/- 20%. The amounts shown represent the number of shares the executive would receive if the “Threshold,” “Target” and “Maximum” levels of performance are reached for revenue growth and RONA for the PSP awards granted in 2025 under the LTI Plan. The executives could receive a lower number of shares than are represented in the “Threshold” column in the event that one of the performance metrics was “Below Threshold” and the other was at “Threshold,” and/or if the total shareholder return modifier resulted in a reduction to the number of shares earned. (3)Amounts represent RSUs, which vest in equal annual installments on the first three anniversaries of the date of grant.

  67. Outstanding Equity Awards at Year-End 2025

    Outstanding Equity Awards at Year-End 2025 The following table provides information concerning unexercised stock-settled stock appreciation rights (“SSARs”) and stock (including RSUs and PSP awards) that have not been earned or vested for each NEO and are outstanding as of the end of the Company’s most recently completed year. Each outstanding award is represented by a separate row that indicates the number of securities underlying the award. For SSAR awards, the table discloses the exercise price and the expiration date. For stock-based awards, the table provides the total number of shares of stock that have not vested (or have not been earned) and the aggregate market value of shares of stock that have not vested (or have not been earned).

  68. Outstanding Equity Awards at Year-End 2025

    | | | SSAR Awards | | | | Stock Awards | | | | | Name | Year of Grant | Number of Securities Underlying Unexercised SSARs Exercisable (#) | Number of Securities Underlying Unexercised SSARs Unexercisable(1) (#) | SSAR Exercise Price ($) | SSAR Expiration Date | Number of Shares or Units of Stock that Have Not Vested(2) (#) | Market Value of Shares or Units of Stock that Have Not Vested(3) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested(4) (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested(5) ($) | | Eric P. Hansotia | 2020 | 9,750 | — | 72.74 | 1/22/2027 | — | — | — | — | | | 2023 | — | — | — | — | 8,764 | 914,260 | — | — | | | 2024 | — | — | — | — | 21,254 | 2,217,217 | 15,940 | 1,662,896 | | | 2025 | — | — | — | — | 50,063 | 5,222,572 | 25,031 | 2,611,269 | | Damon J. Audia | 2023 | — | — | — | — | 1,141 | 119,029 | — | — | | | 2024 | — | — | — | — | 4,142 | 432,093 | 3,106 | 324,053 | | | 2025 | — | — | — | — | 11,168 | 1,165,046 | 5,584 | 582,523 | | Torsten R.W. Dehner | 2020 | 5,100 | — | 72.74 | 1/22/2027 | — | — | — | — | | | 2023 | — | — | — | — | 913 | 95,244 | — | — | | | 2024 | — | — | — | — | 2,045 | 213,334 | 1,534 | 159,992 | | | 2025 | — | — | — | — | 3,735 | 389,635 | 1,868 | 194,835 | | Luis F.S. Felli | 2020 | 2,550 | — | 72.74 | 1/22/2027 | — | — | — | — | | | 2023 | — | — | — | — | 913 | 95,244 | — | — | | | 2024 | — | — | — | — | 2,045 | 213,334 | 1,534 | 159,992 | | | 2025 | — | — | — | — | 3,612 | 376,804 | 1,806 | 188,402 | | Timothy O. Millwood | 2023 | — | — | — | — | 227 | 23,681 | — | — | | | 2024 | — | — | — | — | 2,045 | 213,334 | 1,534 | 159,992 | | | 2025 | — | — | — | — | 3,612 | 376,804 | 1,806 | 188,402 |

  69. Outstanding Equity Awards at Year-End 2025

    (1)SSAR awards vested ratably, or 25% annually, over four years beginning from the date of grant, which was January 22, 2019 for the 2019 grants, and January 22, 2020 for the 2020 grants. As of December 31, 2025, all SSARs were vested and exercisable. We have not granted SSARs since 2020. (2)The 2023, 2024, and 2025 RSU awards vest in equal installments over three years on the applicable anniversaries of the grant date, which were January 30, 2023, January 31, 2024 and January 29, 2025, respectively. (3)The market value of RSU awards that have not vested is based on the closing price of the Company’s common stock on December 31, 2025, which was $104.32. (4)The amounts shown represent the number of shares awarded but unearned at “threshold” level of performance under the PSP awards granted in January 2024 and January 2025, respectively. The actual amounts that will be earned under the 2024 and 2025 PSP awards are dependent upon the achievement of performance goals during the respective performance cycles (2024-2026 and 2025-2027). Based on the Company’s performance in 2024 and 2025, the PSP grants made in those years are currently trending below the “target” level of performance. However, the awards are subject to further vesting periods, which may result in above or below target payout, with each ultimate award that is earned determined based upon the average of the three annual percentages, subject to a relative total shareholder return modifier. (5)Based on the closing price of the Company’s common stock on December 31, 2025, which was $104.32.

  70. SSAR Exercises and Stock Vested in 2025

    SSAR Exercises and Stock Vested in 2025 The following table provides information concerning exercises of SSARs and vesting of stock awards including time-based restricted stock units and PSP awards during the most recently completed year for each of the NEOs. The table reports the number of securities acquired upon exercise of SSARs, the aggregate dollar value realized upon exercise of SSARs, the number of shares of stock that have vested and the aggregate dollar value realized upon such vesting.

  71. SSAR Exercises and Stock Vested in 2025

    | | SSAR Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise(1) ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(2) ($) | | Eric P. Hansotia | 9,300 | 401,853 | 23,558 | 4,269,832 | | Damon J. Audia | — | — | 7,430 | 1,503,143 | | Torsten R.W. Dehner | — | — | 2,739 | 433,237 | | Luis F.S. Felli | — | — | 2,876 | 433,237 | | Timothy O. Millwood | — | — | 2,237 | 372,226 |

  72. SSAR Exercises and Stock Vested in 2025

    (1)The value realized is the fair market value of the SSARs on the exercise date, net of the exercise price. (2)The value realized is the fair market value of the underlying shares on the vesting date.

  73. Pension Benefits

    Pension Benefits The “2025 Pension Benefits Table” provides further details regarding the executive officers’ defined benefit retirement plan benefits. Because the pension amounts shown in the “2025 Summary Compensation Table” and the “2025 Pension Benefits Table” are projections of future retirement benefits, numerous assumptions must be applied. In general, the assumptions should be the same as those used to calculate the pension liabilities in accordance with ASC Topic 715, “Compensation – Retirement Benefits,” on the measurement date, although the SEC specifies certain exceptions, as noted in the table below.

  74. SWISS LIFE COLLECTIVE BVG FOUNDATION

    | PENSION BENEFITS |

  75. 2025 Pension Benefits Table

    2025 Pension Benefits Table

  76. 2025 Pension Benefits Table

    | | | Number of Years of Credited Service | Present Value of Accumulated Benefit(1) | Payments During Last Year | | Name | Plan Name | (#) | ($) | ($) | | Eric P. Hansotia | AGCO Executive Nonqualified Pension Plan | 11.50 | 9,552,945 | — | | Damon J. Audia(2) | N/A | N/A | N/A | N/A | | Torsten R.W. Dehner | Swiss Life Collective BVG Foundation | 15.08 | 1,867,975 | — | | Luis F.S. Felli(3) | N/A | N/A | N/A | N/A | | Timothy O. Millwood(2) | N/A | N/A | N/A | N/A |

  77. 2025 Pension Benefits Table

    (1)Based on the plan provisions in effect as of December 31, 2025. The executive officers’ pension plan will provide a monthly annuity benefit upon retirement, as described under header “Executive Nonqualified Pension Plan.” The values shown in this column are the estimated lump-sum value today of the monthly benefits executives would be eligible to receive in the future (based on their current salary and service, as well as the assumptions and methods prescribed by the SEC), computed as the same pension plan measurement date used for our Annual Report on Form 10-K for the year ended December 31, 2025; see Note 20. These values are not reflective of the monthly or annual benefits that the applicable executive would receive. (2)Messrs. Audia and Millwood are not participants in any AGCO pension plan. (3)Mr. Felli did not participate in any defined benefit pension programs sponsored by the Company as of December 31, 2025. Mr. Felli continues to participate in a defined contribution plan that is broadly available to other employees in Brazil. This plan provides a 100% match on contributions up to a maximum of 6% of pay, plus the potential for catch-up contributions. In 2025, AGCO contributed USD 29,105 (BRL 161,863) to Mr. Felli’s defined contribution plan account. Pension values may fluctuate significantly from year to year depending on a number of factors, including age, years of service, average annual earnings, changes in plan provisions and the assumptions used to determine the present value, such as the discount rate. For 2025, the discount rate assumption used to determine the actuarial present value of accumulated pension benefits was lower than in 2024. The Company cautions that the values reported in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column in the Summary Compensation Table, as well as the amounts above in the Present Value of Accumulated Benefit column, are theoretical as those amounts are calculated pursuant to SEC requirements and are based on assumptions used in preparing the Company’s audited financial statements for the applicable fiscal years. The Company’s retirement plans utilize a different method of calculating actuarial present value for the purpose of determining a lump-sum payment, if any. The change in pension value from year to year as reported in the table is subject to market volatility and may not represent the value that an NEO will actually accrue or receive under the Company’s retirement plans during any given year.

  78. 2025 Pension Benefits Table

    | 2025 Pension Benefits Table |

  79. Pay Versus Performance

    Pay Versus Performance As required by the Dodd-Frank Act and Item 402(v) of Regulation S-K, the Pay Versus Performance disclosure that follows provides information about the relationship between Compensation Actually Paid (“CAP”) to our Principal Executive Officer (“PEO”) and Non-PEO NEOs and certain financial performance measures of the Company. For further information concerning AGCO’s pay-for-performance philosophy and how the Company aligns executive compensation with performance, see the “Compensation Discussion and Analysis.”

  80. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(1) | Average Summary Compensation Table Total for Non-PEO NEO ($)(1) | Average Compensation Actually Paid to Non-PEO NEO ($)(1) | Total Shareholder Return ($)(1) | Peer Group Total Shareholder Return ($)(1)(2) | Net Income ($)(1) | Company-Selected Measure (Adjusted Operating Margin) (%)(3) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025(4) | 19,657,541 | 23,897,459 | 3,164,084 | 3,707,375 | 120.10 | 106.32 | 719.0 | 8.5% | | 2024(4) | 14,722,878 | (7,601,858) | 2,400,750 | (9,520) | 106.45 | 92.33 | (485.6) | 9.2% | | 2023(4) | 17,271,266 | 17,672,602 | 3,122,065 | 3,402,833 | 133.67 | 105.04 | 1,171.3 | 12.0% | | 2022(4) | 13,350,453 | 25,100,778 | 3,122,828 | 4,771,244 | 145.11 | 114.99 | 874.7 | 10.3% | | 2021(4) | 11,181,748 | 11,598,468 | 2,857,547 | 2,484,180 | 116.13 | 124.51 | 901.5 | 9.1% |

  81. Pay Versus Performance

    (1)All balances are whole numbers except for net income, which are in millions. (2)The peer group for purposes of Peer Group Total Shareholder Return is the MVIS Global Agribusiness Index. (3)Adjusted operating margin is a non-GAAP measure, and a reconciliation is provided to the closest U.S. GAAP measure at the end of this proxy statement. For 2025, 7.7% represents what our adjusted operating margin would have been before any adjustments related to TAFE litigation and effects of North America tariffs. As a result of the Company’s Talent and Compensation Committee’s determination that TAFE litigation and effects of North America tariffs should be excluded from the calculation, the adjusted operating margin metric that was attained for purposes of our AIP in 2025 was 8.5%. The exclusion is further described in the 2025 Annual Incentive Payouts section in the “Compensation Discussion and Analysis.” (4)Eric P. Hansotia was the Company’s PEO for all the years reflected above. The individuals comprising the Non-PEO NEOs for each year presented are noted below: •2025 - Damon J. Audia, Torsten R.W. Dehner, Luis F.S. Felli and Timothy O. Millwood •2024 - Damon J. Audia, Robert B. Crain, Seth H. Crawford and Timothy O. Millwood •2023 - Damon J. Audia, Robert B. Crain, Torsten R.W. Dehner and Luis F.S. Felli •2022 - Damon J. Audia, Andrew H. Beck, Robert B. Crain, Torsten R.W. Dehner and Hans-Bernd Veltmaat •2021 - Andrew H. Beck, Robert B. Crain, Torsten R.W. Dehner and Hans-Bernd Veltmaat

  82. Pay Versus Performance

    | | PEO | OTHER NEOs | | Fiscal Year | 2025 | 2025 | | Summary Compensation Table Total | $19,657,541 | $3,164,084 | | - Change in Pension Value in Summary Compensation Table | (757,459) | (95,597) | | + Pension Service Cost | — | 33,795 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | (13,215,922) | (1,460,323) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | 19,287,557 | 2,131,227 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | 356,408 | 44,185 | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year that Vested during Fiscal Year | — | — | | + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years for which Applicable Vesting Conditions were Satisfied during Fiscal Year | (1,430,666) | (109,996) | | - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions during Fiscal Year | — | — | | Compensation Actually Paid | $23,897,459 | $3,707,375 |

  83. Pay Versus Performance

    Listed below are the three performance measures for AGCO that we consider to be the most important for driving long-term returns for our stockholders. Adjusted operating margin and Return on Net Assets (RONA) are both goals under our annual incentive awards and are more fully discussed under “Compensation Discussion and Analysis – Description of Performance Measures.” Revenue and RONA are both goals for the performance-based awards under our long-term incentive plan. Over time, we have considered different performance measures to be the most important, and we would expect them to change in the future as well.

  84. Pay Versus Performance

    | Most Important Company Performance Measures for Determining NEO Compensation | | Adjusted operating margin(1) | | RONA(1) | | Revenue growth |

  85. Pay Versus Performance

    (1)Adjusted operating margin and RONA are non-GAAP measures, and a reconciliation is provided to the closest U.S. GAAP measure at the end of this proxy statement. The reconciliation does not account for the exclusion of the TAFE litigation and effects of North America tariffs, which are described in the 2025 Annual Incentive Payouts section in the “Compensation Discussion and Analysis.”

  86. 2025 CEO Pay Ratio

    2025 CEO Pay Ratio For the 2025 CEO Pay Ratio, we used the median employee we previously identified as of the December 31, 2023 determination date, because there had been no change in our employee population or employee compensation arrangements as of December 31, 2025 that we reasonably believe would result in a significant change to our pay ratio. In 2023, our analysis began by determining that we had approximately 28,800 employees as of a December 31, 2023 determination date, including interns, apprentices, and part-time and seasonal employees. Although permitted by the SEC, we did not use the 5% de minimis rule to exclude or eliminate any employee group. We converted all cash compensation paid in foreign currency into U.S. dollars based upon the December 31, 2023 year-end exchange rates. Based on our consistently applied compensation measure of actual total cash compensation, we initially identified a non-U.S. median employee that had anomalous compensation characteristics. Therefore, we selected as our median employee a U.S.-based employee with substantially similar compensation to that of the non-U.S. employee. The median employee’s total 2025 compensation, as determined in a manner consistent with our Summary Compensation Table, was $62,806, and the CEO’s was $19,657,541. Based on this methodology, we estimate the ratio of CEO pay to median employee pay is 313:1. THE FOLLOWING REPORTS OF THE TALENT AND COMPENSATION COMMITTEE AND THE AUDIT COMMITTEE SHALL NOT BE DEEMED TO BE SOLICITING MATERIAL OR TO BE INCORPORATED BY REFERENCE IN ANY PREVIOUS OR FUTURE DOCUMENTS FILED BY THE COMPANY WITH THE SEC UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES EXCHANGE ACT OF 1934, EXCEPT TO THE EXTENT THAT THE COMPANY EXPRESSLY INCORPORATES SAID REPORTS BY REFERENCE IN ANY SUCH DOCUMENT.