Item 1A. Risk Factors

3K characters. Original on sec.gov · Markdown

Item 1A. Risk Factors

See our most recently filed Annual Report on Form 10-K (Part I, Item 1A). The risks described in the Annual Report on Form 10-K, and the “Forward-Looking Statements” in this report, are not the only risks we face. Additional risks and uncertainties may also materially affect our 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

Purchases of our common stock during the first quarter of 2026 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
	Purchased2	Average Price		Programs1	Plans or Programs1
Period	(thousands)	Per Share		(thousands)	(millions)
Nov 3 to Nov 30					15.0
Dec 1 to Dec 28	352	$	471.87	340	14.6
Dec 29 to Feb 1	262		505.99	262	14.4
Total	614			602

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 14.4 million based on the closing price of our common stock on the New York Stock Exchange as of the end of the first quarter of 2026 of $528.00 per share. At the end of the first quarter of 2026, $7.6 billion of common stock remains to be purchased under this plan.

2 In the first quarter of 2026, 12 thousand shares of common stock were acquired from plan participants at a weighted-average market price of $481.62 per share to pay payroll taxes on the vesting of restricted stock units and to enable stock-for-stock exercises of options.

Sales of Unregistered Equity Securities

During the first quarter of 2026, we issued 88 deferred stock units under the Deere & Company Nonemployee Director Stock Ownership Plan (“NEDSOP”) to a nonemployee director for their service on our Board of Directors. The deferred stock units convert to shares of common stock on a one-for-one basis following a termination of service as described in the plan. Deferred stock units and shares of common stock issued under the NEDSOP are exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 of the SEC’s Regulation D thereunder.

On January 2, 2026, we distributed 1,325 shares of common stock to a participant account under the NEDSOP.

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