| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
AGCO CORP /DE [ AGCO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/05/2026 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock(1) | 05/05/2026 | S(2) | 309,089(2) | D(2) | $123.2763(2) | 8,577,742 | I | By Tractors and Farm Equipment Limited(3) | ||
| Common Stock(1) | 05/05/2026 | S(2) | 113,501(2) | D(2) | $123.2763(2) | 3,149,820 | I | By TAFE Motors and Tractors Limited(4) | ||
| Common Stock(1) | 23,713 | D(5) | ||||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. This Form 4 is filed jointly by Tractors and Farm Equipment Limited ("TAFE"), TAFE Motors and Tractors Limited ("TMTL") and Ms. Mallika Srinivasan (collectively, the "Reporting Persons"). Each of the Reporting Persons is a member of a group for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the "Exchange Act") that collectively beneficially owns over 10% of the Issuer's outstanding shares of Common Stock (the "Common Stock"). Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of its or her pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such shares for purposes of Section 16 or for any other purpose. |
| 2. The sales reported herein were undertaken pursuant to Section 6 of that certain Cooperation Agreement by and between TAFE and the Issuer, dated June 30, 2025 (the "Cooperation Agreement"). Pursuant to the Cooperation Agreement, the price per share is equal to daily volume weighted average trading prices of the Common Stock as reported on the New York Stock Exchange as determined in accordance with Rule 10b-18 of the Exchange Act for each day during the sixty (60) consecutive trading day period ending on May 4, 2026. The sales reported herein are expected to close on the fifth (5th) business day following May 5, 2026. |
| 3. Securities owned directly by TAFE. Ms. Srinivasan is an officer of TAFE and is a beneficial owner of certain equity securities of TAFE, and may be deemed to beneficially own the securities owned by TAFE. |
| 4. Securities owned directly by TMTL, a wholly owned subsidiary of TAFE. As the direct parent company of TMTL, TAFE may be deemed to beneficially own the securities owned by TMTL. Ms. Srinivasan is an officer of TMTL and TAFE and is a beneficial owner of certain equity securities of TMTL and TAFE, and may be deemed to beneficially own the securities owned by TMTL. |
| 5. Securities owned directly by Ms. Srinivasan. |
| Remarks: |
| Exhibit 24 - Power of Attorney |
| Tractors and Farm Equipment Limited, By: /s/ Andrew M. Freedman, Attorney-in-Fact | 05/07/2026 | |
| TAFE Motors and Tractors Limited, By: /s/ Andrew M. Freedman, Attorney-in-Fact | 05/07/2026 | |
| Mallika Srinivasan, By: /s/ Andrew M. Freedman, Attorney-in-Fact | 05/07/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
Exhibit 24
POWER OF ATTORNEY
Know all by these presents, that each of the undersigned parties hereby constitutes and appoints Andrew M. Freedman such party’s true and lawful attorney-in-fact to:
(1)execute for and on behalf of such party, all documents relating to the reporting of beneficial ownership of securities of AGCO Corporation required to be filed with the United States Securities and Exchange Commission (the “SEC”) pursuant to Section 13(d) or Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder (the “Exchange Act”), including, without limitation, Schedule 13D and Form 3, Form 4 and Form 5 and successive forms thereto;
(2)do and perform any and all acts for and on behalf of such party that may be necessary or desirable to complete and execute any such documents, complete and execute any amendment or amendments thereto, and timely file such documents with the SEC and any stock exchange, automated quotation system or similar authority; and
(3)take any other action of any type whatsoever in furtherance of the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, such party, it being understood that the documents executed by such attorney-in-fact on behalf of such party pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
Such party hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as such party might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. Each of the undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of such undersigned, is not assuming, nor is AGCO Corporation assuming, any responsibilities of any of the undersigned to comply with the Exchange Act.
This Power of Attorney shall remain in full force and effect until such party is no longer required to file such documents with respect to such party’s holdings of and transactions in securities issued by AGCO Corporation, unless earlier revoked by such party in a signed writing delivered to the foregoing attorney-in-fact.
IN WITNESS WHEREOF, each of undersigned has caused this Power of Attorney to be executed as of this 24th day of July 2024.
| TRACTORS AND FARM EQUIPMENT LIMITED | ||
| By: |
/s/ S Chandramohan | |
| Name: S Chandramohan | ||
| Title: Director | ||
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TAFE MOTORS AND TRACTORS LIMITED | ||
| By: |
/s/ S Chandramohan | |
| Name: S Chandramohan | ||
| Title: Director | ||
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/s/ Mallika Srinivasan | |
| Mallika Srinivasan |