AGCO (AGCO) revises 2026 Annual Incentive Plan metrics and clawback terms

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

AGCO Corporation updated its 2026 Annual Incentive Plan, which governs bonus opportunities for eligible officers and employees. The Talent and Compensation Committee approved changes to individual award opportunities, performance metrics and how those metrics are weighted to align with the company’s current annual incentive program design.

The amendments remove legacy features tied to now-repealed Section 162(m) tax rules, including individual award limits, and broaden adjustment provisions so the committee can use discretion to adjust performance metrics and payouts. The plan now also explicitly states that awards are subject to recoupment under AGCO’s clawback policies as in effect from time to time.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

03/06/2026 - 04:21 PM

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

March 3, 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 3, 2026, the Talent and Compensation Committee of the Board of Directors of AGCO Corporation (the “Company”) approved certain changes to the Annual Incentive Plan (the “Plan”) for 2026. The amended Plan updates individual award opportunities, performance metrics and the weighting of these metrics to reflect the Company's current annual incentive program design. The amendments also modernize the Plan in light of legal and regulatory changes. Specifically, the amendments eliminate or broaden certain provisions that were historically intended to foster compliance with the now repealed qualified performance-based compensation exceptions to Section 162(m) of the Internal Revenue Code, including the elimination of the Plan’s individual award limits, and the broadening of the Plan’s adjustment provisions to enable the Talent and Compensation Committee, in its discretion, to make adjustments to performance metrics and plan payouts. The amended Plan also adds a provision stating that awards are subject to recoupment under the Company's clawback policies as in effect from time to time.

The foregoing summary of the amendment to the Plan is not intended to be complete and is qualified in its entirety by reference to the Plan, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.						Description

10.1						Annual Incentive Plan Amended as of March 3, 2026*
104						Cover Page Interactive Data File - the cover page from this current report on Form 8-K is formatted in Inline XBRL.

_______________

(*) Management contract or compensation plan.

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: March 6, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What compensation change did AGCO (AGCO) announce on March 3, 2026?

AGCO updated its 2026 Annual Incentive Plan, which governs annual bonus opportunities. The Talent and Compensation Committee revised award opportunities, performance metrics and their weighting to align with the company’s current annual incentive program design for eligible officers and employees.

How does AGCO’s amended 2026 Annual Incentive Plan change performance metrics?

The amended plan updates performance metrics and how they are weighted to match AGCO’s current incentive program design. It also gives the Talent and Compensation Committee discretion to adjust performance metrics and plan payouts through broadened adjustment provisions, reflecting a more flexible incentive framework.

Why did AGCO remove individual award limits from its Annual Incentive Plan?

AGCO eliminated individual award limits because they were tied to now-repealed qualified performance-based compensation exceptions under Section 162(m) of the Internal Revenue Code. With those tax rules repealed, the company modernized the plan by removing outdated constraints on potential award sizes.

How do legal and regulatory changes affect AGCO’s incentive plan design?

Legal and regulatory changes, including repeal of certain Section 162(m) rules, prompted AGCO to modernize its Annual Incentive Plan. The amendments eliminate or broaden legacy provisions designed for those tax exceptions and give the Talent and Compensation Committee more discretion over performance adjustments and payouts.

What does AGCO’s clawback provision mean for Annual Incentive Plan awards?

The amended plan now states that awards are subject to recoupment under AGCO’s clawback policies as in effect from time to time. This means incentive payments can be recovered if future circumstances trigger clawback conditions specified in the company’s governing policies.

Where can investors find the full text of AGCO’s amended Annual Incentive Plan?

The company indicates that the brief description of the amendments is qualified in its entirety by reference to the full plan document. The amended Annual Incentive Plan is included as Exhibit 10.1, identified as a management contract or compensation plan.

Filing Exhibits & Attachments

11 documents

Agreements & Contracts

EX-10.1 EX-10.1 19.1 KB