UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

~~May~~July 58, 2026

Date of Report

(Date of earliest event reported)

AGCO CORPORATION

(Exact name of Registrant as specified in its charter)

Delaware

001-12930

58-1960019

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

4205 River Green Parkway

Duluth, Georgia 30096

(Address of principal executive offices, including Zip Code)

770 813-9200

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act
Title of Class	Trading Symbol	Name of exchange on which registered
Common stock	AGCO	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 25.0203. ~~Results~~Amendments to Articles of ~~Operations~~Incorporation ~~and~~or ~~Financial~~Bylaws; ~~Condition~~Change in Fiscal Year.

On ~~May 5~~July 8, 2026, the Board of Directors of AGCO Corporation (the “~~AGCO~~Company”) orapproved amendments to the “Company’s Amended and Restated By-laws (the “Bylaws”) ~~issued~~to provide one or more stockholders as a ~~press~~group ~~release~~owning ~~reporting~~at ~~its~~least ~~financial~~25% ~~results~~of ~~for~~the voting power of the ~~first~~Company’s ~~quarter~~outstanding ~~ended~~shares ~~March 31~~of capital stock the right to call a special meeting, ~~2026~~and to implement other conforming and clarifying changes (the “Bylaw Amendments”). AThe ~~copy~~right of stockholders to request that the ~~press~~Company ~~release~~call special meetings is ~~attached~~also ~~hereto~~subject asto ~~Exhibit~~notice, 99information, and other requirements and limitations set forth in the Bylaws.1.

InThe ~~the~~foregoing ~~press~~summary ~~release, AGCO uses non-GAAP financial measures. For purposes~~ of ~~SEC~~the ~~Regulation G,~~Bylaw aAmendments ~~“non-GAAP financial measure”~~ is aqualified ~~numerical~~in ~~measure~~its ofentirety aby ~~registrant’s~~reference ~~historical or future performance, financial position or cash flows that excludes amounts, or is subject~~ to ~~adjustments that have~~ the ~~effect~~full oftext ~~excluding amounts, that are included in the most directly comparable measure calculated and presented in accordance with GAAP in the statement~~ of ~~income, balance sheet or statement of cash flows of~~ the ~~issuer; or includes amounts~~Bylaws, orwhich is ~~subject~~attached ~~to adjustments that have the effect of including amounts, that are excluded from the most directly comparable measure so calculated and presented. Non-GAAP financial measures should not be considered~~ as ~~alternatives~~Exhibit to operating income, operating margin, net income attributable to AGCO, net income per share attributable to AGCO, cash flows from operating activities and net sales as computed under GAAP for the applicable period3.1 ~~AGCO has included, as part of the press release, a reconciliation of the non-GAAP financial measures~~ to ~~the~~this ~~most~~Current ~~directly~~Report ~~comparable~~on ~~GAAP~~Form ~~financial measure. AGCO does not provide a quantitative reconciliation of forward~~8-~~looking,~~K ~~non-GAAP~~and ~~financial measures to the most directly comparable GAAP financial measure because it~~ is ~~difficult~~incorporated toherein ~~reliably~~by predict or estimate the relevant components without unreasonable effort due to future uncertainties that may potentially have a significant impact on such calculations and providing them may imply a degree of precision that would be confusing or potentially misleadingreference.

AGCO provides income from operations, operating margin, net income and net income per share amounts that have been adjusted to exclude restructuring and business optimization expenses, amortization expense related to intangible assets acquired as part of the Company's acquisition of PTx Trimble and impairment charges. Restructuring expenses occur regularly in AGCO’s business, but vary in size and frequency. Business optimization expenses primarily relate to professional services costs incurred as part of the restructuring program aimed at reducing structural costs, enhancing global efficiencies by changing the Company’s operating model for certain corporate and back-office functions. Amortization expense related to the PTx Trimble acquired intangibles is impacted by the valuation and size of the acquisition. Impairment charges vary in size and frequency. AGCO believes these adjustments provide management and investors with greater visibility to the underlying performance of AGCO’s recurring core business operations. During the three months ended March 31, 2026, AGCO recorded transaction costs related to the Company’s divestiture of the majority of its Grain & Protein (“G&P”) business. Additionally, AGCO recorded discrete tax items related to a refund received following a favorable resolution of a prior settlement under the Brazilian government’s “Litigation Zero” tax amnesty program during the three months ended March 31, 2026. AGCO has provided income from operations, operating margin, net income and net income per share amounts that have been adjusted to exclude these restructuring and business optimization expenses, amortization of PTx Trimble acquired intangible assets, impairment charges, transaction-related costs and discrete tax items. Adjusted operating margin is defined as the ratio of adjusted income from operations divided by net sales. During the three months ended March 31, 2025, AGCO recorded transaction costs related to the Company's formation of the PTx Trimble joint venture and the divestiture of the majority of the Company's G&P business. AGCO has provided income from operations, operating margin, net income and net income per share amounts that have been adjusted to exclude these restructuring and business optimization expenses, amortization of PTx Trimble acquired intangibles, impairment charges and transaction-related costs. AGCO believes that the adjusted amounts during the three months ended March 31, 2026 and 2025 provide management and investors useful information as these items that are excluded relate to events that resulted in a significant impact during these quarters and may not be expected to recur in the future.

AGCO further provides net sales amounts that have been adjusted to exclude the impact of currency translation. AGCO believes that the adjusted amounts provide management and investors useful information to better analyze the causes of changes between periods.

AGCO’s management historically has focused on the generation of cash flow in order to reduce indebtedness and for other corporate purposes. Management uses free cash flow and free cash flow conversion to assess its performance in this area. Free cash flow is defined as net cash provided by (used in) operating activities less purchases of property, plant and equipment. Free cash flow conversion is defined as net cash provided by operating activities less purchases of property, plant and equipment divided by adjusted net income as defined previously. AGCO believes that free cash flow and free cash flow conversion provide a meaningful measure to investors because, unlike cash flow from operations, it includes the impact of capital expenditures, and therefore, provides a more complete picture of cash generation.

The information in this Form 8-K and the Exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing of AGCO under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
99.1						Press Release of AGCO Corporation, issued May 5, 2026
3.1						Amended and Restated By-laws
104						Cover Page Interactive Data File - the cover page from this current report on Form 8-K is formatted in Inline XBRL.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


AGCO Corporation


By:			/s/ Damon Audia
			Damon Audia Senior Vice President and Chief Financial Officer

Dated: ~~May 5~~July 10, 2026

Filing Compare · AGCO CORP /DE