Item 1A. Risk Factors

4K characters. Original on sec.gov · Markdown

Item 1A. Risk Factors

There have been no material changes to the risk factors set forth in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended October 27, 2024, except as set forth below:

Legal proceedings, disputes and government inquiries and investigations could harm our business, financial condition, reputation, and brand.

We routinely are a party to claims and legal actions and the subject of government inquiries and investigations, the most prevalent of which relate to product liability (including asbestos-related liability), antitrust matters (including class action litigation), employment, patent, and trademark. For example, we were recently the subject of a previously disclosed Federal Trade Commission (FTC) investigation into our information security practices and statements, which was closed by the FTC without action. The defense of lawsuits and government inquiries and investigations has resulted and may result in expenditures of significant financial resources and the diversion of management’s time and attention away from business operations. Adverse decisions in one or more of these claims, actions, inquiries, or investigations could require us to pay substantial damages or fines, undertake service actions, initiate recall campaigns, or take other costly actions. It is therefore possible that legal judgments or investigations could give rise to expenses that are not covered, or not fully covered, by our insurance programs and could affect our financial position and results.

We are currently subject to a consolidated multidistrict class action lawsuit in the Northern District of Illinois alleging that we have engaged in attempted monopolization, exclusionary conduct, and restraint of the market for repair services for John Deere brand agricultural equipment by limiting repair resources only to our authorized technicians or independent authorized John Deere dealers. In addition, the FTC, along with the Attorneys General of the States of Arizona, Illinois, Michigan, Minnesota, and Wisconsin, filed a lawsuit against us in the United States District Court for the Northern District of Illinois Western Division alleging similar claims. We are currently unable to predict the outcome of these matters.

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

Issuer Purchases of Equity Securities

Purchases of our common stock during the third quarter of 2025 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 (2)	Average Price		Programs (1)	Plans or Programs (1)
Period	(thousands)	Per Share		(thousands)	(millions)
Apr 28 to May 25					15.9
May 26 to Jun 22	272	$	519.79	271	15.6
Jun 23 to Jul 27	310		514.24	310	15.3
Total	582			581

(1)

We have a share repurchase plan that was announced in December 2022 to purchase up to $18.0 billion of shares of our common stock. The maximum number of shares that may yet be purchased under this plan was 15.3 million based on the closing price of our common stock on the New York Stock Exchange as of the end of the third quarter of 2025 of $517.38 per share. At the end of the third quarter of 2025, $7.9 billion of common stock remained to be purchased under this plan.

(2)	In the third quarter of 2025, one thousand shares of common stock were acquired from plan participants at the weighted-average market price of $485.89 per share to pay payroll taxes on the vesting of restricted stock awards.

Item 3.Defaults Upon Senior Securities

None.

Item 4.Mine Safety Disclosures

Not applicable.

Previous: Item 4. CONTROLS AND PROCEDURES · Next: Item 5. Other Information