Item 1A. Risk Factors

See the Company’s most recently filed Annual Report on Form 10-K (Part I, Item 1A). There has been no material change in this information. The risks described in the Annual Report on Form 10-K, and the “Forward-Looking Statements” in this report, are not the only risks faced by the Company. Additional risks and uncertainties may also materially affect the Company’s business, financial condition, or operating results. One should not consider the risk factors to be a complete discussion of risks, uncertainties, and assumptions.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

The Company’s purchases of its common stock during the second quarter of 2022 were as follows:


				Total Number of
				Shares Purchased as	Maximum Number of
	Total Number of			Part of Publicly	Shares that May Yet Be
	Shares			Announced Plans or	Purchased under the
	Purchased	Average Price		Programs (1)	Plans or Programs (1)
Period	(thousands)	Paid Per Share		(thousands)	(millions)
Jan 31 to Feb 27	549	$	371.73	549	13.2
Feb 28 to Mar 27	496		389.85	496	12.7
Mar 28 to May 1	495		415.09	495	12.2
Total	1,540			1,540

	(1)	The Company has a share repurchase plan that was announced in December 2019 to purchase up to $8,000 million of shares of the Company’s common stock. The maximum number of shares that may yet be purchased under this plan was based on the end of the second quarter closing share price of $377.55 per share. At the end of the second quarter of 2022, $4,599 million of common stock remained to be purchased under the plan.

Sales of Unregistered Securities

During the second quarter of 2022, the Company’s stockholders authorized 500,000 shares under a new Deere & Company Nonemployee Director Stock Ownership Plan pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule of 506 of the SEC’s Regulation D thereunder. Under this new plan, the Company issued 4,250 deferred stock units. The deferred stock units convert to shares of common stock on a one-for-one basis following a termination of service as described in this plan. Also during the second quarter of 2022, the Company distributed 32,635 deferred stock units and deferred stock awards to participant accounts under the previous Deere & Company Nonemployee Director Stock Ownership Plan. The deferred stock units and deferred stock awards converted to shares of common stock on a one-for-one basis.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

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