AGCO Corporation filed SEC Form 8-K: Results of Operations and Financial Condition, Financial Statements and Exhibits
$AGCO
Industrial Machinery/Components
Industrials
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
Date of Report
(Date of earliest event reported)
AGCO CORPORATION
(Exact name of Registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | |||||||||||||||
(Address of principal executive offices, including Zip Code)
(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:
| Securities registered pursuant to Section 12(b) of the Act | ||||||||
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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 2.02. Results of Operations and Financial Condition.
On February 5, 2026, AGCO Corporation (“AGCO” or the “Company”) issued a press release reporting its financial results for the fourth quarter and year ended December 31, 2025. A copy of the press release is attached hereto as Exhibit 99.1.
In the press release, AGCO uses non-GAAP financial measures. For purposes of SEC Regulation G, a “non-GAAP financial measure” is a numerical measure of a registrant’s historical or future performance, financial position or cash flows that excludes amounts, or is subject to adjustments that have the effect of 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, or is subject 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 to operating income (loss), operating margin, net income (loss) attributable to AGCO, net income (loss) per share attributable to AGCO, cash flows from operating activities and net sales as computed under GAAP for the applicable period. AGCO has included, as part of the press release, a reconciliation of the non-GAAP financial measures to the most directly comparable GAAP financial measure. AGCO does not provide a quantitative reconciliation of forward-looking, non-GAAP financial measures to the most directly comparable GAAP financial measure because it is difficult to reliably 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 misleading.
AGCO provides income (loss) from operations, operating margin, net income (loss) and net income (loss) 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 and year ended December 31, 2025, AGCO recorded transaction costs related to the Company’s divestiture of the majority of its Grain & Protein (“G&P”) business. During the year ended December 31, 2025, AGCO recorded transaction costs related to the Company’s formation of the PTx Trimble joint venture. AGCO recorded a gain on sale of business during the three months ended December 31, 2025 related to an immaterial divestiture. The Company recorded a loss on sale of business during the year ended December 31, 2025 related to the finalization of the preliminary working capital and other adjustments related to the divestiture of the majority of the Company's G&P business, partially offset by a gain related to an immaterial divestiture. During the year ended December 31, 2025, AGCO recorded a gain on sale of investment in affiliate related to the sale of the Company's ownership interest in Tractors and Farm Equipment Limited (“TAFE”). Additionally, AGCO has recorded discrete tax items related to a net tax benefit related to a legal entity reorganization during the three months and year ended December 31, 2025. 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, loss (gain) on sale of business, gain on sale of investment in affiliate 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 and year ended December 31, 2024, AGCO recorded transaction costs related to the Company’s formation of the PTx Trimble joint venture and the Company’s divestiture of the majority of its G&P business. The Company recorded a loss
on sale of business during the three months and year ended December 31, 2024 related to the divestiture of the Company's G&P business. Additionally, the Company recorded impacts related to the termination and settlement of its U.S. qualified defined benefit plan and a divestiture-related foreign currency translation release. AGCO has provided income (loss) from operations, operating margin, net income (loss) and net income (loss) 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, loss on sale of business, U.S. pension plan termination and settlement and a divestiture-related foreign currency translation release. AGCO believes that the adjusted amounts during three months and year ended December 31, 2025 and 2024 provide management and investors useful information as these items that are excluded relate to events that resulted in a significant impact during these periods 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 and a recent acquisition. The net sales for the three months ended December 31, 2025 were not adjusted to exclude a recent acquisition as the acquisition occurred in the second quarter of 2024. 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 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 | |||||||
| 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: February 5, 2026