ディア＆カンパニーの四半期報告

Grant-Date

Fair Value

(per share)

Service-based

Performance/service-based

Market/service-based (fair value determined using a Monte Carlo model)

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2031-11-03

2026-02-010000315189

2030-10-28

2026-02-010000315189

2029-10-29

2026-02-010000315189

2028-10-30

2026-02-010000315189

2027-11-01

2026-02-010000315189

2026-11-02

2026-02-010000315189

2026-02-02

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended February 1, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____ to ____

Commission File Number: 1-4121

DEERE & COMPANY

(Exact name of registrant as specified in its charter)


Delaware (State or other jurisdiction of incorporation or organization)		36-2382580 (IRS Employer Identification No.)

One John Deere Place

Moline, Illinois 61265

(Address of principal executive offices, zip code)

Registrant’s Telephone Number, including area code: (309) 765-8000

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbols	Name of each exchange on which registered
Common stock, $1 par value	DE	New York Stock Exchange
6.55% Debentures Due 2028	DE28	New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

At February 1, 2026, 270,107,282 shares of common stock, $1 par value, of the registrant were outstanding.

PART I. FINANCIAL INFORMATION

Item 1.FINANCIAL STATEMENTS


DEERE & COMPANY
STATEMENTS OF CONSOLIDATED INCOME
For the Three Months Ended February 1, 2026 and January 26, 2025
(In millions of dollars and shares except per share amounts) Unaudited
	2026		2025
Net Sales and Revenues
Net sales	$	8,001	$	6,809
Finance and interest income		1,343		1,453
Other income		267		246
Total		9,611		8,508

Costs and Expenses
Cost of sales		6,280		5,037
Research and development expenses		554		526
Selling, administrative and general expenses		972		972
Interest expense		719		829
Other operating expenses		250		249
Total		8,775		7,613

Income of Consolidated Group before Income Taxes		836		895
Provision for income taxes		196		27

Income of Consolidated Group		640		868
Equity in income (loss) of unconsolidated affiliates		15		(1)

Net Income		655		867
Less: Net loss attributable to noncontrolling interests		(1)		(2)
Net Income Attributable to Deere & Company	$	656	$	869

Per Share Data
Basic	$	2.43	$	3.20
Diluted		2.42		3.19
Dividends declared		1.62		1.62
Dividends paid		1.62		1.47

Average Shares Outstanding
Basic		270.3		271.6
Diluted		270.9		272.3

See Condensed Notes to Interim Consolidated Financial Statements.


DEERE & COMPANY
STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME
For the Three Months Ended February 1, 2026 and January 26, 2025
(In millions of dollars) Unaudited
	2026		2025
Net Income	$	655	$	867

Other Comprehensive Income (Loss), Net of Income Taxes
Retirement benefits adjustment		(1)		3
Cumulative translation adjustment		374		(451)
Unrealized loss on derivatives		(5)		(1)
Unrealized gain (loss) on debt securities		2		(15)
Other Comprehensive Income (Loss), Net of Income Taxes		370		(464)

Comprehensive Income		1,025		403
Less: Comprehensive income (loss) attributable to noncontrolling interests		2		(5)
Comprehensive Income Attributable to Deere & Company	$	1,023	$	408

See Condensed Notes to Interim Consolidated Financial Statements.


DEERE & COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions of dollars) Unaudited
	February 1		November 2		January 26
	2026		2025		2025
Assets
Cash and cash equivalents	$	6,798	$	8,276	$	6,601
Marketable securities		1,398		1,411		1,214
Trade accounts and notes receivable – net		5,993		5,317		4,931
Financing receivables – net		42,113		44,575		41,396
Financing receivables securitized – net		6,479		6,831		8,257
Other receivables		2,411		2,403		2,979
Equipment on operating leases – net		7,512		7,600		7,157
Inventories		8,286		7,406		7,744
Property and equipment – net		8,084		8,079		7,425
Goodwill		4,280		4,188		3,872
Other intangible assets – net		880		892		937
Retirement benefits		3,378		3,273		3,018
Deferred income taxes		2,268		2,284		1,852
Other assets		3,556		3,461		2,807
Assets held for sale						2,929
Total Assets	$	103,436	$	105,996	$	103,119

Liabilities and Stockholders’ Equity

Liabilities
Short-term borrowings	$	14,392	$	13,796	$	12,811
Short-term securitization borrowings		6,283		6,596		8,014
Accounts payable and accrued expenses		12,533		13,909		12,162
Deferred income taxes		434		434		448
Long-term borrowings		41,804		43,544		43,556
Retirement benefits and other liabilities		1,633		1,710		1,734
Liabilities held for sale						1,830
Total liabilities		77,079		79,989		80,555

Commitments and contingencies (Note 17)
Redeemable noncontrolling interest		50		51		78

Stockholders’ Equity
Common stock, $1 par value (issued shares at February 1, 2026 – 536,431,204)		5,715		5,668		5,526
Common stock in treasury		(36,645)		(36,362)		(35,709)
Retained earnings		59,895		59,676		56,829
Accumulated other comprehensive income (loss)		(2,665)		(3,032)		(4,167)
Total Deere & Company stockholders’ equity		26,300		25,950		22,479
Noncontrolling interests		7		6		7
Total stockholders’ equity		26,307		25,956		22,486
Total Liabilities and Stockholders’ Equity	$	103,436	$	105,996	$	103,119

See Condensed Notes to Interim Consolidated Financial Statements.


DEERE & COMPANY
STATEMENTS OF CONSOLIDATED CASH FLOWS
For the Three Months Ended February 1, 2026 and January 26, 2025
(In millions of dollars) Unaudited
	2026		2025
Cash Flows from Operating Activities
Net income	$	655	$	867
Adjustments to reconcile net income to net cash used for operating activities:
Provision for credit losses		36		69
Depreciation and amortization		590		549
Impairments and other adjustments				(32)
Share-based compensation expense		41		28
Provision for deferred income taxes		18		208
Changes in assets and liabilities:
Receivables related to sales		350		1,063
Inventories		(746)		(795)
Accounts payable and accrued expenses		(1,486)		(1,845)
Accrued income taxes payable/receivable		(88)		(540)
Retirement benefits		(194)		(688)
Other		(66)		(16)
Net cash used for operating activities		(890)		(1,132)

Cash Flows from Investing Activities
Collections of receivables (excluding receivables related to sales)		8,098		8,137
Proceeds from maturities and sales of marketable securities		144		61
Proceeds from sales of equipment on operating leases		377		433
Cost of receivables acquired (excluding receivables related to sales)		(6,023)		(6,045)
Purchases of marketable securities		(129)		(141)
Purchases of property and equipment		(256)		(352)
Cost of equipment on operating leases acquired		(432)		(439)
Collections of receivables from unconsolidated affiliates		105
Collateral on derivatives – net		(11)		(191)
Other		(51)		(47)
Net cash provided by investing activities		1,822		1,416

Cash Flows from Financing Activities
Net proceeds (payments) in short-term borrowings (original maturities three months or less)		848		(1,484)
Proceeds from borrowings issued (original maturities greater than three months)		780		3,168
Payments of borrowings (original maturities greater than three months)		(3,360)		(1,753)
Repurchases of common stock		(302)		(441)
Dividends paid		(441)		(403)
Other		(15)		(10)
Net cash used for financing activities		(2,490)		(923)

Effect of Exchange Rate Changes on Cash, Cash Equivalents, and Restricted Cash		98		(87)

Net Decrease in Cash, Cash Equivalents, and Restricted Cash		(1,460)		(726)
Cash, Cash Equivalents, and Restricted Cash at Beginning of Period		8,533		7,633
Cash, Cash Equivalents, and Restricted Cash at End of Period	$	7,073	$	6,907

Components of Cash, Cash Equivalents, and Restricted Cash
Cash and cash equivalents	$	6,798	$	6,601
Cash, cash equivalents, and restricted cash (Assets held for sale)				116
Restricted cash (Other assets)		275		190
Total Cash, Cash Equivalents, and Restricted Cash	$	7,073	$	6,907

See Condensed Notes to Interim Consolidated Financial Statements.


DEERE & COMPANY
STATEMENTS OF CHANGES IN CONSOLIDATED STOCKHOLDERS’ EQUITY
For the Three Months Ended February 1, 2026 and January 26, 2025
(In millions of dollars) Unaudited
			Total Stockholders’ Equity
			Deere & Company Stockholders
									Accumulated
	Total								Other				Redeemable
	Stockholders’		Common		Treasury		Retained		Comprehensive		Noncontrolling		Noncontrolling
	Equity		Stock		Stock		Earnings		Income (Loss)		Interests		Interest
Balance October 27, 2024	$	22,843	$	5,489	$	(35,349)	$	56,402	$	(3,706)	$	7	$	82
Net income (loss)		869						869						(2)
Other comprehensive loss		(461)								(461)				(3)
Repurchases of common stock		(384)				(384)
Treasury shares reissued		24				24
Dividends declared		(441)						(441)
Share based awards and other		36		37				(1)						1
Balance January 26, 2025	$	22,486	$	5,526	$	(35,709)	$	56,829	$	(4,167)	$	7	$	78


Balance November 2, 2025	$	25,956	$	5,668	$	(36,362)	$	59,676	$	(3,032)	$	6	$	51
Net income (loss)		656						656						(1)
Other comprehensive income		367								367				3
Repurchases of common stock		(303)		(4)		(299)
Treasury shares reissued		16				16
Dividends declared		(439)						(439)
Share based awards and other		54		51				2				1		(3)
Balance February 1, 2026	$	26,307	$	5,715	$	(36,645)	$	59,895	$	(2,665)	$	7	$	50

See Condensed Notes to Interim Consolidated Financial Statements.

CONDENSED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(1) ORGANIZATION AND CONSOLIDATION

Deere & Company has been developing innovative solutions to help its customers become more profitable for more than 185 years. References to “Deere & Company,” “John Deere,” “Deere,” “we,” “us,” or “our” include our consolidated subsidiaries, unless otherwise stated. We manage our business through the following operating segments: Production & Precision Agriculture (PPA), Small Agriculture & Turf (SAT), Construction & Forestry (CF), and Financial Services (John Deere Financial or FS). References to “equipment operations” include PPA, SAT, and CF, while references to “agriculture and turf” include both PPA and SAT.

We use a 52/53 week fiscal year with quarters ending on the last Sunday in the reporting period. The first quarter ends for fiscal years 2026 and 2025 were February 1, 2026, and January 26, 2025, respectively. Both periods contained 13 weeks. Fiscal year 2025 contained 53 weeks, with the additional week occurring in the fourth quarter. Unless otherwise stated, references to particular years, quarters, or months refer to our fiscal years generally ending near the end of October and the associated periods in those fiscal years.

All amounts are presented in millions of U.S. dollars, unless otherwise specified. Certain prior period amounts have been reclassified to conform to current period presentation.

Variable Interest Entities

We consolidate certain variable interest entities (VIEs) related to retail note securitizations (see Note 10).

We have a 50% ownership interest in Banco John Deere S.A. (BJD), an equity method investment that finances retail and wholesale loans for agricultural, construction, and forestry equipment in Brazil. This investment was established in February 2025 through the sale of 50% ownership of a former subsidiary (see Note 21). BJD is a VIE as we provide funding and are exposed to losses that are disproportionate to our voting rights. However, we are not the primary beneficiary of the VIE because the power over significant activities, including the strategic plan, budget, credit policies, and funding guidelines, is shared among equity holders through an equally represented board of directors.

Financial results of BJD are reported in “Equity in income (loss) of unconsolidated affiliates.” The related investment in unconsolidated affiliates is included in “Other assets” on the condensed consolidated balance sheets, while short-term and long-term funding is recorded in receivables from unconsolidated affiliates and included in “Other receivables.”

Our carrying value of receivables from and investments in BJD and maximum exposure to loss were as follows:


	February 1		November 2
	2026		2025
Receivables from unconsolidated affiliates – "Other receivables"	$	306	$	394
Investments in unconsolidated affiliates – "Other assets"		389		405
Carrying value of assets related to VIE		695		799
Guarantees		164		157
Maximum exposure to loss	$	859	$	956

Guarantees primarily include BJD debt related to government funding that existed prior to the deconsolidation of BJD. We did not record a contractual liability related to these guarantees on our condensed consolidated balance sheets.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NEW ACCOUNTING PRONOUNCEMENTS

Quarterly Financial Statements

The interim consolidated financial statements of Deere & Company have been prepared by us, without audit, pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the U.S. have been condensed or omitted as permitted by such rules and regulations. All normal recurring adjustments have been included. Management believes the disclosures are adequate to present fairly the financial position, results of operations, and cash flows at the dates and for the periods presented. It is suggested these interim consolidated financial statements be read in conjunction with the consolidated financial statements and the notes thereto appearing in our latest Annual Report on Form 10-K. Results for interim periods are not necessarily indicative of those to be expected for the fiscal year.

Use of Estimates in Financial Statements

Certain accounting policies require management to make estimates and assumptions in determining the amounts reflected in the financial statements and related disclosures. Actual results could differ from those estimates.

Accounting Pronouncements to be Adopted

We closely monitor all Accounting Standard Updates (ASUs) issued by the Financial Accounting Standards Board (FASB) and other authoritative guidance.

In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities, which provides updated guidance on how to recognize, measure, and present government grants. The ASU will be effective for us beginning with our interim reporting for fiscal year 2030, with early adoption permitted. We are assessing the effect of this update on our consolidated financial statements.

In September 2025, the FASB issued ASU 2025-06, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which provides updated guidance for the capitalization of internal-use software. The ASU will be effective for us beginning with our interim reporting for fiscal year 2029, with early adoption permitted. We are assessing the effect of this update on our consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which expands disclosures about specific expense categories presented on the face of the income statement. In January 2025, the FASB issued ASU 2025-01, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40), which clarifies the effective date of ASU 2024-03. The ASU will be effective for us beginning with our annual reporting for fiscal year 2028 and interim periods thereafter. We are assessing the effect of ASU 2024-03 on our related disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which expands disclosures in an entity’s income tax rate reconciliation table and cash taxes paid both in the U.S. and foreign jurisdictions. The ASU will be effective for us beginning with our annual reporting for fiscal year 2026. We are assessing the effect of this update on our related disclosures. The adoption will not have a material impact on our consolidated financial statements.

We will also adopt the following standards in future periods, none of which are expected to have a material effect on our consolidated financial statements. All other accounting standards issued but not yet adopted were not applicable to us.


No. 2025-12 — Codification Improvements
No. 2025-11 — Interim Reporting (Topic 270): Narrow-Scope Improvements
No. 2025-09 — Derivatives and Hedging (Topic 815): Hedge Accounting Improvements
No. 2025-07 — Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract
No. 2025-05 — Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets
No. 2024-04 — Debt – Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments
No. 2023-06 — Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative

(3) REVENUE RECOGNITION

Our net sales and revenues by primary geographic market, major product line, and timing of revenue recognition follow:


Three Months Ended February 1, 2026	PPA		SAT		CF		FS		Total
Primary geographic markets:
United States	$	1,226	$	1,106	$	1,577	$	1,051	$	4,960
Canada		398		101		136		191		826
Western Europe		464		486		426		54		1,430
Central Europe and CIS		172		60		76		2		310
Latin America		684		95		231		32		1,042
Asia, Africa, Oceania, and Middle East		325		376		288		54		1,043
Total	$	3,269	$	2,224	$	2,734	$	1,384	$	9,611

Major product lines:
Production agriculture	$	3,093							$	3,093
Small agriculture			$	1,527						1,527
Turf				576						576
Construction					$	1,111				1,111
Compact construction						468				468
Roadbuilding						772				772
Forestry						269				269
Financial products		57		27		18	$	1,384		1,486
Other		119		94		96				309
Total	$	3,269	$	2,224	$	2,734	$	1,384	$	9,611

Revenue recognized:
At a point in time	$	3,164	$	2,174	$	2,695	$	33	$	8,066
Over time		105		50		39		1,351		1,545
Total	$	3,269	$	2,224	$	2,734	$	1,384	$	9,611


Three Months Ended January 26, 2025	PPA		SAT		CF		FS		Total
Primary geographic markets:
United States	$	1,555	$	949	$	1,113	$	1,085	$	4,702
Canada		354		79		101		187		721
Western Europe		277		352		344		43		1,016
Central Europe and CIS		67		39		71		4		181
Latin America		715		80		205		96		1,096
Asia, Africa, Oceania, and Middle East		205		308		224		55		792
Total	$	3,173	$	1,807	$	2,058	$	1,470	$	8,508

Major product lines:
Production agriculture	$	3,002							$	3,002
Small agriculture			$	1,234						1,234
Turf				463						463
Construction					$	770				770
Compact construction						361				361
Roadbuilding						596				596
Forestry						226				226
Financial products		55		33		21	$	1,470		1,579
Other		116		77		84				277
Total	$	3,173	$	1,807	$	2,058	$	1,470	$	8,508

Revenue recognized:
At a point in time	$	3,086	$	1,760	$	2,028	$	29	$	6,903
Over time		87		47		30		1,441		1,605
Total	$	3,173	$	1,807	$	2,058	$	1,470	$	8,508

We invoice in advance of recognizing the revenue of certain products and services. These relate to extended warranty premiums, advance payments for future equipment sales, and subscription and service revenue related to precision guidance, telematic services, and other information enabled solutions. These advanced customer payments are presented as deferred revenue, a contract liability, in “Accounts payable and accrued expenses.” The deferred revenue received, but not recognized in revenue, was $2,121, $2,039, and $2,027 at February 1, 2026, November 2, 2025, and January 26, 2025, respectively. The contract liability is reduced as the revenue is recognized. Revenue recognized from deferred revenue that was recorded as a contract liability at the beginning of the fiscal year was $265 and $197 during the three months ended February 1, 2026, and January 26, 2025, respectively.

The amount of unsatisfied performance obligations for contracts with an original duration greater than one year was $1,811 at February 1, 2026. The estimated revenue to be recognized by fiscal year follows: remainder of 2026 – $465, 2027 – $529, 2028 – $351, 2029 – $213, 2030 – $127, 2031 – $77, and later years – $49. As permitted, we elected only to disclose remaining performance obligations with an original contract duration greater than one year. The contracts with an expected duration of one year or less are for sales to dealers and retail customers for equipment, service parts, repair services, and certain telematics services.

(4) OTHER COMPREHENSIVE INCOME ITEMS

The after-tax components of accumulated other comprehensive income (loss) follow:


	February 1		November 2		January 26
	2026		2025		2025
Retirement benefits adjustment	$	(1,183)	$	(1,182)	$	(1,271)
Cumulative translation adjustment		(1,382)		(1,753)		(2,734)
Unrealized loss on derivatives		(59)		(54)		(73)
Unrealized loss on debt securities		(41)		(43)		(89)
Accumulated other comprehensive income (loss)	$	(2,665)	$	(3,032)	$	(4,167)

The following tables reflect amounts recorded in other comprehensive income (loss), as well as reclassifications out of other comprehensive income (loss).


	Before		Tax		After
	Tax		(Expense)		Tax
Three Months Ended February 1, 2026	Amount		Credit		Amount
Cumulative translation adjustment	$	371			$	371
Unrealized gain (loss) on derivatives:
Unrealized hedging gain (loss)		(2)				(2)
Reclassification of realized (gain) loss to Interest expense		(4)	$	1		(3)
Net unrealized gain (loss) on derivatives		(6)		1		(5)
Unrealized gain (loss) on debt securities:
Unrealized holding gain (loss)		4		(2)		2
Net unrealized gain (loss) on debt securities		4		(2)		2
Retirement benefits adjustment:
Reclassification to Other operating expenses through amortization of:
Actuarial (gain) loss		(12)		3		(9)
Prior service (credit) cost		10		(2)		8
Net unrealized gain (loss) on retirement benefits adjustment		(2)		1		(1)
Total other comprehensive income (loss)	$	367			$	367


	Before		Tax		After
	Tax		(Expense)		Tax
Three Months Ended January 26, 2025	Amount		Credit		Amount
Cumulative translation adjustment	$	(449)	$	1	$	(448)
Unrealized gain (loss) on derivatives:
Unrealized hedging gain (loss)		7		(2)		5
Reclassification of realized (gain) loss to Interest expense		(8)		2		(6)
Net unrealized gain (loss) on derivatives		(1)				(1)
Unrealized gain (loss) on debt securities:
Unrealized holding gain (loss)		(19)		4		(15)
Net unrealized gain (loss) on debt securities		(19)		4		(15)
Retirement benefits adjustment:
Net actuarial gain (loss)		6		(1)		5
Reclassification to Other operating expenses through amortization of:
Actuarial (gain) loss		(11)		3		(8)
Prior service (credit) cost		9		(3)		6
Net unrealized gain (loss) on retirement benefits adjustment		4		(1)		3
Total other comprehensive income (loss)	$	(465)	$	4	$	(461)

(5) EARNINGS PER SHARE

A reconciliation of basic and diluted earnings per share attributable to Deere & Company follows in millions, except per share amounts:


	Three Months Ended
	February 1		January 26
	2026		2025
Net income attributable to Deere & Company	$	656	$	869
Average shares outstanding		270.3		271.6
Basic earnings per share	$	2.43	$	3.20

Average shares outstanding		270.3		271.6
Effect of dilutive stock options and unvested restricted stock units		.6		.7
Total potential shares outstanding		270.9		272.3
Diluted earnings per share	$	2.42	$	3.19

Shares excluded as antidilutive		.2		.3

(6) PENSION AND OTHER POSTRETIREMENT BENEFITS

We have several funded and unfunded defined benefit pension plans and other postretirement benefit (OPEB) plans. These plans cover U.S. employees and certain foreign employees. The components of net periodic pension and OPEB (benefit) cost excluding the service cost component are included in the line item “Other operating expenses.”

The components of net periodic pension and OPEB (benefit) cost consisted of the following:


	Three Months Ended
	February 1		January 26
	2026		2025
Pensions:
Service cost	$	59	$	65
Interest cost		125		128
Expected return on plan assets		(249)		(254)
Amortization of actuarial gain		(2)		(1)
Amortization of prior service cost		10		10
Net benefit	$	(57)	$	(52)

OPEB:
Service cost	$	4	$	5
Interest cost		37		40
Expected return on plan assets		(41)		(28)
Amortization of actuarial gain		(10)		(10)
Amortization of prior service credit				(1)
Net (benefit) cost	$	(10)	$	6

During the first three months of 2026, we contributed and expect to contribute the following amounts to our pension and OPEB plans:


	Pensions		OPEB
Contributed	$	30	$	110
Expected contributions remainder of the year		70		40

(7) INCOME TAXES

The effective tax rate for the three months ended February 1, 2026, and January 26, 2025, was 23.4% and 3.0%, respectively. The effective tax rate in the first quarter of 2025 was impacted by favorable net discrete tax items (see Note 21).

(8) SEGMENT DATA

Our operations are organized and reported in four business segments: Production & Precision Agriculture, Small Agriculture & Turf, Construction & Forestry, and Financial Services. This presentation is consistent with how the chief operating decision maker, our Chief Executive Officer (CEO), who also serves as the Chairman of the Board, assesses the performance of the segments and makes decisions regarding resource allocations. Each segment has a group president responsible for managing financial performance and executing strategic initiatives.

●

Production & Precision Agriculture – PPA segment defines, develops, and delivers global equipment and technology solutions to unlock customer value for production-scale growers of large grains, small grains, cotton, and sugarcane.

●

Small Agriculture & Turf – SAT segment defines, develops, and delivers global equipment and technology solutions to unlock customer value for dairy and livestock producers, high-value and small acreage crop producers, and turf and utility customers.

●

Construction & Forestry – CF segment defines, develops, and delivers a broad range of machines and technology solutions organized along the earthmoving, forestry, and roadbuilding production systems.

The products and services produced by the segments above are primarily marketed through independent retail dealer networks and major retail outlets. For roadbuilding products in certain markets outside the U.S. and Canada, the products are sold through company-owned sales and service subsidiaries.

●

Financial Services – FS segment finances sales and leases by John Deere dealers of new and used production and precision agriculture equipment, small agriculture and turf equipment, and construction and forestry equipment. In addition, the FS segment provides wholesale financing to dealers of the foregoing equipment, finances retail revolving charge accounts, and offers extended equipment warranties.

The CEO evaluates the performance of the business segments based on operating profit, which for FS includes interest income and interest expense, and on identifiable segment operating assets. Segment operating profit and operating assets are measured using accounting policies consistent with those applied in the consolidated financial statements. Because of integrated manufacturing operations and common administrative and marketing support, a substantial number of allocations must be made to determine operating segment data.

Intersegment transactions are primarily made between the FS segment and PPA, SAT, and CF segments, and are recognized at current market prices.

Total identifiable assets assigned to the equipment operations operating segments are those the segments actively manage, consisting of trade receivables, inventories, property and equipment, intangible assets, and certain other assets. Corporate assets are managed on a consolidated basis, including cash and cash equivalents, retirement benefit net assets, goodwill, and deferred income tax assets. Financial Services assets include cash and cash equivalents, retirement benefits, and deferred income tax assets that are managed by the segment.

Information relating to operations by operating segment was as follows:


Three Months Ended February 1, 2026	PPA		SAT		CF		FS		Total
External net sales	$	3,163	$	2,168	$	2,670			$	8,001
External finance and interest income		12		10		5	$	1,260		1,287
External other income		57		36		48		124		265
Intersegment income		54		9		8		104		175
Total segment net sales and revenues		3,286		2,223		2,731		1,488		9,728
Cost of sales		(2,476)		(1,633)		(2,182)				(6,291)
Interest expense								(664)		(664)
Other segment items*		(671)		(394)		(412)		(523)		(2,000)
Segment operating profit	$	139	$	196	$	137	$	301	$	773

Three Months Ended January 26, 2025	PPA		SAT		CF		FS		Total
External net sales	$	3,067	$	1,748	$	1,994			$	6,809
External finance and interest income		9		9		2	$	1,363		1,383
External other income		56		33		45		107		241
Intersegment income		57		5		2		103		167
Total segment net sales and revenues		3,189		1,795		2,043		1,573		8,600
Cost of sales		(2,164)		(1,297)		(1,584)				(5,045)
Interest expense								(766)		(766)
Other segment items*		(687)		(374)		(394)		(541)		(1,996)
Segment operating profit	$	338	$	124	$	65	$	266	$	793

* Other segment items for PPA, SAT, and CF include selling, administrative and general expenses; advertising; engineering; research and development; equity in income (loss) of unconsolidated affiliates; and other miscellaneous operating expenses. Financial Services other segment items include selling, administrative and general expenses; foreign exchange gains and losses; equity in income (loss) of unconsolidated affiliates; and other miscellaneous operating expenses.

A reconciliation of segment net sales and revenues and segment net income to consolidated net sales and revenues and consolidated net income follows:


	Three Months Ended
	February 1		January 26
	2026		2025
Reconciliation of net sales and revenues
Segment net sales and revenues	$	9,728	$	8,600
External other income*		58		75
Elimination of intersegment revenues		(175)		(167)
Net sales and revenues	$	9,611	$	8,508

Reconciliation of net income
Segment operating profit	$	773	$	793
Interest income – excluding FS		93		90
Interest expense – excluding FS		(93)		(84)
Pension and OPEB benefit, excluding service cost component		130		116
Corporate other – net**		(52)		(21)
Income taxes		(196)		(27)
Net income	$	655	$	867

* External other income includes corporate investment income, corporate interest income, and other miscellaneous revenue items that are included in “Finance and interest income” and “Other income” on the statements of consolidated income.

** Corporate other – net includes certain foreign exchange gains and losses, certain investment income, and certain corporate administrative and general expenses.

Additional operating segment information was as follows:


	Three Months Ended
	February 1		January 26
	2026		2025
Depreciation* and amortization expense
PPA	$	171	$	166
SAT		75		65
CF		96		88
FS		274		265
Intersegment		(26)		(35)
Total	$	590	$	549

Capital additions
PPA	$	74	$	87
SAT		32		35
CF		48		78
FS
Total	$	154	$	200

* Depreciation includes depreciation for equipment on operating leases.


	February 1		November 2		January 26
	2026		2025		2025
Total Assets
PPA	$	9,123	$	8,787	$	8,773
SAT		4,335		3,987		4,179
CF		8,043		7,792		7,237
FS		67,904		70,021		69,686
Corporate*		14,031		15,409		13,244
Total Assets	$	103,436	$	105,996	$	103,119

Equity investment in unconsolidated affiliates
PPA	$	10	$	11	$	12
SAT		38		37		59
CF
FS		450		462		48
Total	$	498	$	510	$	119

* Corporate assets are managed on a consolidated basis, including cash and cash equivalents, retirement benefit net assets, goodwill, and deferred income tax assets.

(9) FINANCING RECEIVABLES

We monitor the credit quality of financing receivables based on delinquency status, defined as follows:

●

Past due balances represent any payments 30 days or more past the due date.

●

Non-performing financing receivables represent receivables for which we have stopped accruing finance income. This generally occurs when receivables are 90 days delinquent.

●

Write-offs generally occur when receivables are 120 days delinquent. In these situations, the estimated uncollectible amount is written off to the allowance for credit losses.

The credit quality and aging analysis of retail notes, financing leases, and revolving charge accounts (collectively, retail customer receivables) by year of origination was as follows:


	February 1, 2026
	2026		2025		2024		2023		2022		Prior Years		Revolving Charge Accounts		Total
Retail customer receivables:
Agriculture and turf
Current	$	2,265	$	11,250	$	7,550	$	4,637	$	2,574	$	1,218	$	3,210	$	32,704
30-59 days past due		6		117		89		57		30		15		100		414
60-89 days past due				44		38		25		14		6		12		139
90+ days past due				2		2		1		1		2				8
Non-performing				52		141		102		63		46		12		416
Construction and forestry
Current		953		2,915		1,793		865		362		92		108		7,088
30-59 days past due		7		68		52		33		11		5		5		181
60-89 days past due				23		27		14		4		2		2		72
90+ days past due				1		7		2		3						13
Non-performing				48		90		71		33		23		1		266
Total retail customer receivables	$	3,231	$	14,520	$	9,789	$	5,807	$	3,095	$	1,409	$	3,450	$	41,301

Write-offs for the three months ended February 1, 2026:
Agriculture and turf			$	4	$	7	$	6	$	3	$	2	$	9	$	31
Construction and forestry				8		7		7		2		1		1		26
Total			$	12	$	14	$	13	$	5	$	3	$	10	$	57


	November 2, 2025
	2025		2024		2023		2022		2021		Prior Years		Revolving Charge Accounts		Total
Retail customer receivables:
Agriculture and turf
Current	$	12,380	$	8,389	$	5,228	$	3,003	$	1,310	$	281	$	4,608	$	35,199
30-59 days past due		36		73		59		38		15		7		37		265
60-89 days past due		14		37		28		13		8		2		10		112
90+ days past due		1		2				1		2						6
Non-performing		41		109		98		57		30		17		14		366
Construction and forestry
Current		3,175		2,038		1,034		463		130		12		124		6,976
30-59 days past due		42		47		31		12		4		1		5		142
60-89 days past due		21		17		12		8		1		1		2		62
90+ days past due		1		6		3		2				1				13
Non-performing		31		94		78		38		19		7		1		268
Total retail customer receivables	$	15,742	$	10,812	$	6,571	$	3,635	$	1,519	$	329	$	4,801	$	43,409

Write-offs for the twelve months ended November 2, 2025:
Agriculture and turf	$	6	$	32	$	34	$	21	$	9	$	7	$	102	$	211
Construction and forestry		9		38		29		12		3		3		7		101
Total	$	15	$	70	$	63	$	33	$	12	$	10	$	109	$	312


	January 26, 2025
	2025		2024		2023		2022		2021		Prior Years		Revolving Charge Accounts		Total
Retail customer receivables:
Agriculture and turf
Current	$	2,421	$	12,687	$	7,437	$	4,560	$	2,387	$	903	$	3,027	$	33,422
30-59 days past due		8		113		94		51		27		12		128		433
60-89 days past due		1		44		38		21		10		5		24		143
90+ days past due				2		1				4						7
Non-performing				44		120		81		49		33		15		342
Construction and forestry
Current		883		2,834		1,614		880		349		73		99		6,732
30-59 days past due		7		72		45		29		11		3		5		172
60-89 days past due				30		21		11		4		1		3		70
90+ days past due				4		2		3				1				10
Non-performing				66		100		56		33		15		1		271
Total retail customer receivables	$	3,320	$	15,896	$	9,472	$	5,692	$	2,874	$	1,046	$	3,302	$	41,602

Write-offs for the three months ended January 26, 2025:
Agriculture and turf			$	5	$	9	$	6	$	2	$	3	$	10	$	35
Construction and forestry				9		8		4		1		1		3		26
Total			$	14	$	17	$	10	$	3	$	4	$	13	$	61

The credit quality and aging analysis of wholesale receivables was as follows:


	February 1		November 2		January 26
	2026		2025		2025
Wholesale receivables:
Agriculture and turf
Current	$	6,128	$	6,731	$	7,098
30+ days past due		1
Non-performing		3				1
Construction and forestry
Current		1,407		1,524		1,200
30+ days past due
Non-performing		6
Total wholesale receivables	$	7,545	$	8,255	$	8,299

An analysis of the allowance for credit losses and investment in financing receivables follows:


	Three Months Ended February 1, 2026
	Retail Notes		Revolving
	& Financing		Charge		Wholesale
	Leases		Accounts		Receivables		Total
Allowance:
Beginning of period balance	$	249	$	7	$	2	$	258
Provision (credit)		38		(1)				37
Write-offs		(47)		(10)				(57)
Recoveries		4		11				15
Translation adjustments		1						1
End of period balance	$	245	$	7	$	2	$	254

Financing receivables:
End of period balance	$	37,851	$	3,450	$	7,545	$	48,846


	Three Months Ended January 26, 2025
	Retail Notes		Revolving
	& Financing		Charge		Wholesale
	Leases		Accounts		Receivables		Total
Allowance:
Beginning of period balance	$	219	$	8	$	2	$	229
Provision		68		2				70
Write-offs		(48)		(13)				(61)
Recoveries		2		9				11
Translation adjustments		(1)						(1)
End of period balance	$	240	$	6	$	2	$	248

Financing receivables:
End of period balance	$	38,300	$	3,302	$	8,299	$	49,901

The allowance for credit losses on retail notes and financing lease receivables decreased in the first quarter of 2026, primarily due to a decline in the balance of financing receivables.

Modifications

We occasionally grant contractual modifications to customers experiencing financial difficulties. Before offering a modification, we evaluate the ability of the customer to meet the modified payment terms. Finance charges continue to accrue during the deferral or extension period except for modifications related to bankruptcy proceedings. Our allowance for credit losses incorporates historical loss information, including the effects of loan modifications with customers. Therefore, additional adjustments to the allowance are generally not recorded upon modification of a loan.

The ending amortized cost of financing receivables modified with borrowers experiencing financial difficulty was as follows:


	Three Months Ended
	February 1		January 26
	2026		2025
Modified financing receivables	$	64	$	28
Percent of financing receivables portfolio		0.13%		0.06%

Modifications offered include payment deferrals, term extensions, or a combination thereof. The weighted-average effects for contract modifications were as follows in months:


	Three Months Ended
	February 1	January 26
	2026	2025
Payment deferral	7	8
Term extension	12	12
Combination modifications
Payment deferral	10	4
Term extension	20	6

We continue to monitor the performance of financing receivables that are modified with borrowers experiencing financial difficulty. The ending amortized cost and performance of financing receivables modified during the prior twelve months ended February 1, 2026, and January 26, 2025, were as follows:


	February 1		January 26
	2026		2025
Current	$	169	$	74
30-59 days past due		13		7
60-89 days past due		8		4
90+ days past due				3
Non-performing		18		13
Total	$	208	$	101

Defaults and subsequent write-offs of loans modified in the prior twelve months were not significant during the three months ended February 1, 2026, and January 26, 2025. At February 1, 2026, commitments to provide additional financing to these customers were not significant.

(10) SECURITIZATION OF FINANCING RECEIVABLES

Our funding strategy includes receivable securitizations, which allows us to receive cash for financing receivables immediately. While these securitization programs are administered in various forms, they are accomplished in the following basic steps:

We transfer financing receivables into a bankruptcy-remote special purpose entity (SPE).

The SPE issues debt to investors. The debt is secured by the financing receivables.

Investors are paid back based on cash receipts from the financing receivables.

As part of step 1, these receivables are legally isolated from the claims of our general creditors. This ensures cash receipts from the financing receivables are accessible to pay back securitization program investors. The structure of these transactions does not meet the accounting criteria for a sale of receivables. As a result, they are accounted for as secured borrowings. The receivables and borrowings remain on our balance sheet and are separately reported as “Financing receivables securitized – net” and “Short-term securitization borrowings,” respectively. SPEs are consolidated as VIEs when we have the power to direct the activities that most significantly impact the SPEs’ economic performance and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the SPEs.

The components of securitization programs were as follows:


	February 1		November 2		January 26
	2026		2025		2025
Financing receivables securitized (retail notes)	$	6,518	$	6,872	$	8,307
Allowance for credit losses		(39)		(41)		(50)
Other assets (primarily restricted cash)		168		171		182
Total restricted securitized assets	$	6,647	$	7,002	$	8,439

Short-term securitization borrowings	$	6,283	$	6,596	$	8,014
Accrued interest on borrowings		13		15		11
Total liabilities related to restricted securitized assets	$	6,296	$	6,611	$	8,025

(11) INVENTORIES

A majority of inventories owned by us are valued at cost on the “last-in, first-out” (LIFO) basis. If all inventories valued on a LIFO basis had been valued on a “first-in, first-out” (FIFO) basis, the estimated inventories by major classification would have been as follows:


	February 1		November 2		January 26
	2026		2025		2025
Raw materials and supplies	$	3,738	$	3,402	$	3,549
Work-in-process		1,106		956		1,046
Finished goods and parts		6,351		5,769		6,055
Total FIFO value		11,195		10,127		10,650
Excess of FIFO over LIFO		2,909		2,721		2,906
Inventories	$	8,286	$	7,406	$	7,744

(12) GOODWILL AND OTHER INTANGIBLE ASSETS – NET

The changes in amounts of goodwill by operating segments were as follows.


	PPA		SAT		CF		Total
Goodwill at October 27, 2024	$	701	$	365	$	2,893	$	3,959
Translation adjustments		(11)		(4)		(72)		(87)
Goodwill at January 26, 2025	$	690	$	361	$	2,821	$	3,872

Goodwill at November 2, 2025	$	744	$	393	$	3,051	$	4,188
Translation adjustments		6		3		83		92
Goodwill at February 1, 2026	$	750	$	396	$	3,134	$	4,280

The components of other intangible assets were as follows:


	February 1		November 2		January 26
	2026		2025		2025
Customer lists and relationships	$	491	$	482	$	490
Technology, patents, trademarks, and other		1,554		1,518		1,392
Total at cost		2,045		2,000		1,882
Less accumulated amortization:
Customer lists and relationships		(272)		(260)		(229)
Technology, patents, trademarks, and other		(893)		(848)		(716)
Total accumulated amortization		(1,165)		(1,108)		(945)
Other intangible assets – net	$	880	$	892	$	937

The amortization expense of other intangible assets in the first quarter of 2026 and 2025 was $34 and $41, respectively. The estimated amortization expense for the next five years is as follows: remainder of 2026 – $109, 2027 – $136, 2028 – $99, 2029 – $82, 2030 – $74, and 2031 – $72.

(13) SHORT-TERM BORROWINGS

Short-term borrowings were as follows:


	February 1		November 2		January 26
	2026		2025		2025
Commercial paper	$	4,327	$	4,218	$	2,699
Notes payable to banks		685		651		561
Finance lease obligations due within one year		38		39		34
Long-term borrowings due within one year		9,342		8,888		9,517
Short-term borrowings	$	14,392	$	13,796	$	12,811

(14) ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consisted of the following:


	February 1		November 2		January 26
	2026		2025		2025
Accounts payable:
Trade payables	$	2,987	$	2,985	$	2,393
Dividends payable		441		443		443
Operating lease liabilities		320		314		274
Deposits withheld from dealers and merchants		138		143		136
Payables to unconsolidated affiliates		17		10		8
Other		230		191		207
Accrued expenses:
Employee benefits		530		1,577		786
Product warranties		1,311		1,259		1,360
Accrued taxes		1,001		1,155		1,111
Extended warranty premium		1,199		1,202		1,173
Dealer sales incentives		318		828		246
Unearned revenue (contractual liability)		922		837		854
Unearned operating lease revenue		519		534		474
Accrued interest		500		524		487
Derivative liabilities		593		389		750
Parts return liability		449		445		418
Other		1,058		1,073		1,042
Accounts payable and accrued expenses	$	12,533	$	13,909	$	12,162

Amounts are presented net of eliminations, which primarily consist of dealer sales incentives with a right of set-off against trade receivables of $1,898 at February 1, 2026, $1,892 at November 2, 2025, and $1,901 at January 26, 2025. Other eliminations were made for accrued taxes and other accrued expenses.

(15) LONG-TERM BORROWINGS

Long-term borrowings were as follows in millions:


	February 1		November 2		January 26
	2026		2025		2025
Underwritten term debt
U.S. dollar notes and debentures:
6.55% debentures due 2028	$	200	$	200	$	200
5.375% notes due 2029		500		500		500
3.10% notes due 2030		700		700		700
8.10% debentures due 2030		250		250		250
4.15% notes due 2030*		500		498
7.125% notes due 2031		300		300		300
5.45% notes due 2035		1,250		1,250		1,250
3.90% notes due 2042		1,250		1,250		1,250
2.875% notes due 2049		500		500		500
3.75% notes due 2050		850		850		850
5.70% notes due 2055		750		750		750
Euro notes:
1.85% notes due 2028 (€600 principal)		718		694		625
2.20% notes due 2032 (€600 principal)		718		694		625
1.65% notes due 2039 (€650 principal)		778		752		677
Serial issuances:
Medium-term notes*		32,168		34,041		34,974
Other notes and finance lease obligations		519		470		272
Less: debt issuance costs and debt discounts		(147)		(155)		(167)
Long-term borrowings	$	41,804	$	43,544	$	43,556

* Includes fair value hedge adjustments related to derivatives.

The 4.15% notes due 2030 listed above were issued on October 9, 2025, by Deere Funding Canada Corporation (DFCC), an indirect wholly-owned subsidiary. These notes are fully and unconditionally guaranteed on a senior unsecured basis by Deere & Company and, therefore, rank equally with all our outstanding notes and debentures. DFCC financial results were not material to our condensed consolidated financial statements or results of operations, and as a result, we have elected to exclude summarized financial information.

Medium-term notes due through 2034 are primarily offered by prospectus and issued at fixed and variable rates. All outstanding notes and debentures are senior unsecured borrowings and rank equally with each other.

The principal balances of the 4.15% notes due 2030 and medium-term notes were as follows:


	February 1		November 2		January 26
	2026		2025		2025
4.15% notes due 2030	$	500	$	500
Medium-term notes		32,359		34,241	$	35,770

(16) LEASES – LESSOR

We lease equipment manufactured or sold by us through John Deere Financial. Sales-type and direct financing leases are reported in “Financing receivables – net.” Operating leases are reported in “Equipment on operating leases – net.”

Lease revenues earned by us follow:


	Three Months Ended
	February 1		January 26
	2026		2025
Sales-type and direct finance lease revenues	$	45	$	47
Operating lease revenues		373		362
Variable lease revenues		6		4
Total lease revenues	$	424	$	413

(17) COMMITMENTS AND CONTINGENCIES

A standard warranty is provided as assurance that the equipment will function as intended. The standard warranty period varies by product and region. At the time a sale is recognized, we record an estimate of future warranty costs based on historical claims rate experience and estimated population under warranty.

The reconciliation of the changes in the warranty liability follows:


	Three Months Ended
	February 1		January 26
	2026		2025
Beginning of period balance	$	1,259	$	1,426
Warranty claims paid		(299)		(310)
New product warranty accruals		342		256
Foreign exchange		9		(12)
End of period balance	$	1,311	$	1,360

The costs for extended warranty programs are recognized as incurred.

In certain international markets, we provide guarantees to banks for the retail financing of John Deere equipment. As of February 1, 2026, the notional value of these guarantees was $141. We may repossess the equipment collateralizing the receivables. At February 1, 2026, the accrued losses under these guarantees were not material. We also had guarantees to a VIE (see Note 1) totaling $164 at February 1, 2026.

We also had other miscellaneous contingent liabilities and guarantees totaling approximately $105 at February 1, 2026. The accrued liability for these contingencies was $25 at February 1, 2026.

At February 1, 2026, we had commitments of approximately $430 for the construction and acquisition of property and equipment. Also, at February 1, 2026, we had restricted assets of $342, classified as “Other assets,” which includes restricted cash primarily related to securitization of financing receivables (see Note 10) and cash that is legally restricted as to withdrawal or usage.

We are subject to various unresolved legal actions. The total accrued losses on unresolved legal matters were approximately $175 at February 1, 2026. The accrual includes estimated total accrued losses on unresolved legal matters in connection with a consolidated multidistrict class action antitrust lawsuit, which was recorded in the fourth quarter of 2025. The accrual is based on management’s best estimate of probable losses as the outcome of litigation is inherently uncertain. We believe the reasonably possible range of losses in excess of the recorded accruals for these unresolved legal actions would not have a material effect on our consolidated financial statements. The most prevalent legal claims relate to antitrust matters (including class action litigation), product liability (including asbestos-related liability), employment, patent, and trademark.

(18) FAIR VALUE MEASUREMENTS

The fair values of financial instruments that do not approximate the carrying values are presented in the table below. Long-term borrowings exclude finance lease liabilities.


	February 1, 2026				November 2, 2025				January 26, 2025
	Carrying Value		Fair Value		Carrying Value		Fair Value		Carrying Value		Fair Value
Financing receivables – net	$	42,113	$	42,266	$	44,575	$	44,779	$	41,396	$	41,311
Financing receivables securitized – net		6,479		6,494		6,831		6,855		8,257		8,174
Receivables from unconsolidated affiliates		306		306		392		400
Short-term securitization borrowings		6,283		6,322		6,596		6,631		8,014		8,036
Long-term borrowings due within one year		9,342		9,390		8,888		8,911		9,517		9,468
Long-term borrowings		41,730		41,721		43,471		43,527		43,483		43,172

Fair value measurements above were Level 3 for all receivables and Level 2 for all borrowings.

Fair values of the financing receivables and receivables from unconsolidated affiliates that were issued long-term were based on the discounted values of their related cash flows at interest rates currently being offered by us for similar financing receivables or at current market interest rates. The fair values of the remaining financing receivables approximated the carrying amounts. At November 2, 2025, we also had $60 marketable securities classified as held-to-maturity Level 2 international corporate debt securities that matured in the first quarter of 2026. We record held-to-maturity marketable securities at amortized cost, which approximates fair value.

Fair values of long-term borrowings and short-term securitization borrowings were based on current market quotes for identical or similar borrowings and credit risk, or on the discounted values of their related cash flows at current market interest rates.

Certain long-term borrowings have been swapped to current variable interest rates. The carrying values of these long-term borrowings include adjustments related to fair value hedges.

Assets and liabilities measured at fair value on a recurring basis, excluding our cash equivalents, which were carried at a cost that approximates fair value and consist of money market funds and time deposits, and excluding our held-to-maturity debt securities, are as follows:


	February 1		November 2		January 26
	2026		2025		2025
Level 1:
Marketable securities
U.S. government debt securities	$	264	$	196	$	301
Total Level 1 marketable securities		264		196		301

Level 2:
Marketable securities
International fixed income fund		7		7
Corporate debt securities		510		510		419
International debt securities		162		174		132
Mortgage-backed securities		228		234		174
Municipal debt securities		110		113		80
U.S. government debt securities		117		117		108
Total Level 2 marketable securities		1,134		1,155		913
Other assets – Derivatives		347		393		216
Accounts payable and accrued expenses – Derivatives		593		389		750

Level 3:
Accounts payable and accrued expenses – Deferred consideration		107		113		138

The mortgage-backed securities are primarily issued by U.S. government sponsored enterprises.

The contractual maturities of available-for-sale debt securities at February 1, 2026, follow:


	Amortized		Fair
	Cost		Value
Due in one year or less	$	62	$	64
Due after one through five years		373		371
Due after five through 10 years		551		542
Due after 10 years		207		186
Mortgage-backed securities		249		228
Debt securities	$	1,442	$	1,391

Actual maturities may differ from contractual maturities because some securities may be called or prepaid. Mortgage-backed securities contain prepayment provisions and are not categorized by contractual maturity.

Fair value, nonrecurring Level 3 measurements from impairments and other adjustments were as follows:


	Fair Value					(Gains) Losses
						Three Months Ended
	February 1	November 2		January 26		February 1	January 26
	2026	2025		2025		2026	20252
Property and equipment – net1		$	1
Other intangible assets – net1			3
Other assets			8
Assets held for sale				$	2,929		$	(32)

1 Related to assessments of our external overseas battery operations performed in the third quarter of 2025.

2 The gain on “Assets held for sale” recorded in the first quarter of 2025 represents a reversal of prior period valuation allowance loss, not in excess of cumulative valuation allowance recorded on “Assets held for sale.”

The following is a description of the valuation methodologies we use to measure certain financial instruments on the balance sheets at fair value:

Marketable securities – The portfolio of investments is valued on a market approach (matrix pricing model) in which all significant inputs are observable or can be derived from or corroborated by observable market data such as interest rates, yield curves, volatilities, credit risk, and prepayment speeds.

Funds are valued using the fund’s net asset value, based on the fair value of the underlying securities.

Derivatives – Our derivative financial instruments consist of interest rate contracts (swaps), foreign currency exchange contracts (futures, forwards, and swaps), and cross-currency interest rate contracts (swaps). The portfolio is valued based on an income approach (discounted cash flow) using market observable inputs, including swap curves and both forward and spot exchange rates for currencies.

Deferred consideration – The total purchase price consideration for three former Deere-Hitachi joint venture factories acquired in 2022 included supply agreement price increases beyond inflation adjustments. This deferred consideration will be paid as we purchase Deere-branded excavators, components, and service parts from Hitachi under the agreement with a duration that ranges from 5 to 30 years after the acquisition date. The deferred consideration balance is reduced as purchases are made and valued on a discounted cash flow approach using market rates.

Property and equipment – net – The valuations were based on the cost approach. The inputs include reproduction cost estimates adjusted for physical deterioration and functional obsolescence.

Other intangible assets – net – The impairment of customer relationships and trade name of our external overseas battery operations was measured using an income approach.

Other assets (Investments in unconsolidated affiliates) – Other than temporary impairments of investments are measured as the difference between the implied fair value and the carrying value of the investments. The estimated fair value for privately held entities is determined by an income approach (discounted cash flows), which includes inputs such as interest rates and margins.

Assets held for sale – The disposal group was measured at the lower of the carrying amount or fair value less costs to sell. Fair value was based on the probable sale price. The inputs included estimates of the final sale price (see Note 21). The gain recorded in 2025 represents a reversal of the prior period valuation allowance, not in excess of the cumulative valuation allowance recorded on “Assets held for sale.”

(19) DERIVATIVE INSTRUMENTS

Fair values of our derivative instruments and the associated notional amounts are presented below. Assets are recorded in “Other assets,” while liabilities are recorded in “Accounts payable and accrued expenses.”


	February 1, 2026						November 2, 2025						January 26, 2025
			Fair Value						Fair Value						Fair Value
	Notional		Assets		Liabilities		Notional		Assets		Liabilities		Notional		Assets		Liabilities
Cash flow hedges:
Interest rate contracts	$	3,875			$	27	$	2,675			$	21	$	3,275	$	1	$	31

Fair value hedges:
Interest rate contracts		10,659	$	130		203		11,465	$	160		228		15,256		32		602
Cross-currency interest rate contracts		2,058		132		13		2,058		91		11		975				2

Net investment hedges:
Cross-currency interest rate contracts		1,131				35		1,131				9

Not designated as hedging instruments:
Interest rate contracts		13,918		78		71		14,084		94		81		13,082		88		72
Foreign exchange contracts		7,984		7		232		7,372		46		33		7,408		81		43
Cross-currency interest rate contracts		133				12		132		2		6		164		14

The amounts recorded in the condensed consolidated balance sheets related to borrowings and fair value hedges are presented in the table below. Fair value hedging adjustments are included in the carrying amount of hedged items.


	Carrying Amount		Cumulative Fair Value
	of Hedged Items		Hedging Amounts
February 1, 2026
Short-term borrowings	$	3,018	$	(26)
Long-term borrowings		24,231		(211)

November 2, 2025
Short-term borrowings	$	2,998	$	(30)
Long-term borrowings		25,013		(203)

January 26, 2025
Short-term borrowings	$	2,110	$	(14)
Long-term borrowings		24,438		(796)

The table above includes carrying amounts of short-term borrowings of $2,548, $2,544, and $2,110 and of long-term borrowings of $11,952, $11,963, and $8,923 at February 1, 2026, November 2, 2025, and January 26, 2025, respectively, for hedged items that are in discontinued hedge relationships. Also included are cumulative fair value hedging amounts on discontinued hedge relationships of short-term borrowings of $(26), $(30), and $(14) and of long-term borrowings of $(171), $(185), and $(179) at February 1, 2026, November 2, 2025, and January 26, 2025, respectively. At January 26, 2025, long-term borrowings with a carrying amount of $598 were in both active and discontinued hedging relationships as a result of hedging activities associated with reference rate reform.

The classification and gains (losses), including accrued interest expense, related to derivative instruments on the statements of consolidated income consisted of the following:


	Three Months Ended
	February 1		January 26
	2026		2025
Fair value hedges:
Interest rate contracts – Interest expense	$	(58)	$	(343)

Cash flow hedges:
Recognized in OCI:
Interest rate contracts – OCI (pretax)	$	(2)	$	7
Reclassified from OCI:
Interest rate contracts – Interest expense		4		8

Net investment hedges:
Interest rate contracts – Interest expense	$	4
Recognized in OCI:
Interest rate contracts – OCI (pretax)		(30)

Not designated as hedges:
Interest rate contracts – Interest expense	$	(4)	$	(4)
Foreign exchange contracts – Net sales		5		(7)
Foreign exchange contracts – Cost of sales		(67)		35
Foreign exchange contracts – Other operating expenses		(279)		208
Total not designated	$	(345)	$	232

Certain of our derivative agreements contain credit support provisions that may require us to post collateral based on the size of the net liability positions and credit ratings. The aggregate fair value of all derivatives with credit-risk-related contingent features that were in a net liability position at February 1, 2026, November 2, 2025, and January 26, 2025, was $361, $356, and $707, respectively. In accordance with the limits established in these agreements, we posted $74, $62, and $436 of cash collateral at February 1, 2026, November 2, 2025, and January 26, 2025, respectively. In addition, we paid $8 of collateral that was outstanding at February 1, 2026, November 2, 2025, and January 26, 2025, to participate in an international futures market to hedge currency exposure, not included in the following table.

Derivatives are recorded without offsetting for netting arrangements or collateral. The impact on the derivative assets and liabilities related to netting arrangements and collateral follows:


	Gross Amounts		Netting
	Recognized		Arrangements		Collateral		Net Amount
February 1, 2026
Assets	$	347	$	(170)			$	177
Liabilities		593		(170)	$	(75)		348

November 2, 2025
Assets	$	393	$	(202)			$	191
Liabilities		389		(202)	$	(64)		123

January 26, 2025
Assets	$	216	$	(62)			$	154
Liabilities		750		(62)	$	(437)		251

(20) SHARE-BASED AWARDS

We are authorized to grant shares for equity incentive awards. The outstanding shares authorized were 12.6 million at February 1, 2026. In December 2025, we granted stock options to employees for the purchase of 161 thousand shares of common stock at an exercise price of $468.90 per share and a binomial lattice model fair value of $125.96 per share at the grant date. At February 1, 2026, options for 1.1 million shares were outstanding with a weighted-average exercise price of $353.91 per share.

During the three months ended February 1, 2026, the restricted stock units (RSUs) granted in thousands of shares and the weighted-average grant date fair values, using the closing price of our common stock on the grant date in dollars, follow:

(21) SPECIAL ITEMS

Discrete Tax Items

In the first quarter of 2025, we recorded favorable net discrete tax items primarily due to tax benefits of $110 related to the realization of foreign net operating losses from the consolidation of certain subsidiaries and $53 from an adjustment to an uncertain tax position of a foreign subsidiary.

Banco John Deere S.A.

In 2024, we entered into an agreement with a Brazilian bank, Banco Bradesco S.A. (Bradesco), for Bradesco to invest and become 50% owner of our wholly-owned subsidiary in Brazil, BJD. BJD is included in our financial services segment and finances retail and wholesale loans for agricultural, construction, and forestry equipment. In February 2025, Bradesco contributed capital equal to our equity investment in BJD. We retained a 50% equity interest in BJD and are reporting the results as an equity investment in unconsolidated affiliates.

The BJD business was reclassified as held for sale in 2024. At January 26, 2025, the valuation allowance on “Assets held for sale” decreased to $65, resulting in a pretax and after-tax gain (reversal of previous losses) of $32 recorded in “Selling, administrative and general expenses” in the three months ended January 26, 2025 and presented in “Impairments and other adjustments” in the statements of consolidated cash flows.

The major classes of the total consolidated assets and liabilities of BJD that were classified as held for sale and liabilities of BJD to other intercompany parties were as follows:


	January 26, 2025
Cash and cash equivalents	$	115
Trade accounts and notes receivable – net		105
Financing receivables – net		2,719
Deferred income taxes		34
Other miscellaneous assets*		21
Valuation allowance		(65)
Assets held for sale	$	2,929

Short-term borrowings	$	487
Accounts payable and accrued expenses		124
Long-term borrowings		1,218
Retirement benefits and other liabilities		1
Liabilities held for sale	$	1,830

Total intercompany payables	$	627

* Includes $1 restricted cash balance.

(22) SUBSEQUENT EVENTS

On February 25, 2026, a quarterly dividend of $1.62 per share was declared at the Board of Directors meeting, payable on May 8, 2026, to stockholders of record on March 31, 2026.

On February 18, 2026, we acquired Tenna LLC (Tenna), a U.S. construction technology company that offers mixed-fleet equipment operations and asset tracking solutions. The purchase price, net of cash acquired, was $440. Tenna will be included in the CF operating segment. Due to the recent closing of the acquisition, the formal process necessary to allocate the purchase price to the acquired assets and liabilities has not been completed.

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

All amounts are presented in millions of U.S. dollars unless otherwise specified.

OVERVIEW

Organization

Deere & Company is a global leader in the production of agricultural, turf, construction, and forestry equipment and solutions. John Deere Financial provides financing for John Deere equipment, parts, services, and other inputs customers need to run their operations. Our operations are managed through the Production & Precision Agriculture (PPA), Small Agriculture & Turf (SAT), Construction & Forestry (CF), and Financial Services operating segments. References to “equipment operations” include PPA, SAT, and CF, while references to “agriculture and turf” include both PPA and SAT.

TRENDS AND ECONOMIC CONDITIONS

Industry Sales Outlook for Fiscal Year 2026

Agriculture and Turf

Construction and Forestry

Company Trends

Our Leap Ambitions, a set of focused goals designed to guide the implementation of our Smart Industrial Operating Model, feature multi-year financial and operational goals, emphasizing the use of our differentiated equipment and service solutions, including automation, autonomy, digitalization, lifecycle solutions, and Solutions as a Service (SaaS).

Deeper integration of technology into equipment to enable customers to do more with less remains a persistent market trend. Customers seek to improve profitability, productivity, and sustainability by selecting our equipment and technology solutions. These technologies are incorporated into customer operations across the varied production systems in which we serve. While we continue to benefit from the adoption of these technologies, revenue from SaaS products did not represent a significant percentage of our revenues in the periods presented.

Company Outlook for 2026

Large agriculture sales in North America are expected to remain subdued and soften in South America resulting in decreased sales volume for PPA in 2026 compared to 2025. SAT and CF sales are expected to improve in 2026. Our net sales are expected to increase in 2026 compared to 2025 with the anticipated decline in PPA sales, more than offset by improvements in CF and SAT.

Agriculture and Turf Industry Outlook for 2026

●

Demand in the U.S. and Canada for large agriculture equipment is expected to decrease compared to 2025 levels amid challenging farm fundamentals for row crop farmers. These factors are expected to be partially offset by strong crop production, robust demand for commodities, and normalizing global crop trade flows. In addition, government programs continue to support farmers’ short-term liquidity. Ongoing improvements in the used inventory market and the increase in age of used equipment are providing a better environment for machine replacement demand.

●

We expect small agricultural and turf equipment sales to be flat to up slightly from 2025 levels in the U.S. and Canada. The dairy and livestock market continues to generate profits driven by strong beef prices. A modest recovery is anticipated in the turf sector following several years of contraction.

●

In Europe, the industry is forecasted to be flat to up slightly despite recent declines in milk prices, supported by a steady interest rate environment, manageable long-term financing costs, and resilient crop yields.

●

Demand in South America is expected to be down slightly driven by the Brazilian market where subdued commodity prices, high interest rates, and a stronger Brazilian real are putting pressure on farmer margins.

●

Industry sales in Asia are forecasted to be flat to down slightly.

Construction and Forestry Industry Outlook for 2026

●

Industry sales in the U.S. and Canada for earthmoving and compact construction equipment are projected to be slightly higher compared to 2025. U.S. government infrastructure spending, declining interest rates, strong rental equipment demand, and data center construction activity continue to provide a solid foundation for the industry.

●

Global forestry markets are expected to be flat.

●

Global roadbuilding markets are forecasted to be up slightly compared to 2025 driven by market growth in North America and Europe.

Financial Services Outlook for 2026


Net Income				Down
(-) Average portfolio				Unfavorable
(-) Prior period special items				Unfavorable
+ Provision for credit losses				Favorable
+ Financing spreads				Favorable

Additional Trends

Agricultural Market Business Cycle. The agricultural market is affected by various factors including commodity prices, acreage planted, crop yields, government policies, and uncertainty in macroeconomic trends. These factors affect farmers’ income and sentiment which may result in varying demand for our equipment. In 2026, we may experience the following effects due to unfavorable market conditions: lower sales volumes, higher sales incentives, and elevated receivable write-offs.

Global Trade Policies. In 2025, new tariffs were imposed in the U.S. for imports from a broad range of countries and on certain materials. Several countries also implemented retaliatory tariffs on imports from the U.S. and introduced additional trade barriers. Trade policies impact us in various ways. We are a net exporter of agriculture and turf equipment from the U.S. Nearly 75% of our domestic sales are assembled in the U.S., with the remaining products imported primarily from Europe, Mexico, India, and Japan. Incremental import tariffs adversely affected the cost of our products and components beginning in the third quarter of 2025 and are expected to continue to do so in 2026. The direct impact of incremental tariffs incurred by us was $361 in the first quarter of 2026, excluding the impact of tariffs on our suppliers and market demand. Trade policies are evolving, causing uncertainty in the agriculture and construction industries. We are actively taking steps to mitigate potential impacts on our business, to the extent possible.

On February 20, 2026, the United States Supreme Court issued a decision invalidating tariffs imposed under the International Emergency Economic Powers Act (IEEPA). This decision may provide tariff relief and the potential recovery of amounts previously paid. We are currently evaluating the impact of this decision on our future financial statements.

Changes in the agricultural market business cycle and global trade policies are driven by factors outside of our control, and as a result, we cannot reasonably foresee when these conditions may subside.

Legal Proceeding – On January 15, 2025, the Federal Trade Commission (FTC), along with the Attorneys General of the States of Illinois and Minnesota filed a lawsuit against us in the United States District Court for the Northern District of Illinois Western Division. The Attorneys General of the States of Arizona, Michigan, and Wisconsin joined the lawsuit. The lawsuit alleges monopolization and unfair competition in violation of the federal and state antitrust laws. Plaintiffs seek a permanent injunction and other equitable relief to allow owners of our equipment, as well as independent repair providers, access to our repair tools and any other repair resources available to authorized John Deere dealers. We are in preliminary discussions with the FTC with respect to a potential resolution. At this stage, we are unable to estimate the potential impact on our business.

Other Items of Concern and Uncertainties – Other items that could impact our results are:

●

global and regional political conditions

●

shifts in energy, including positions with respect to biofuels, economic, and positions on government subsidies of farming

●

capital market disruptions

●

foreign currency and capital control policies

●

right to repair regulations and legislation

●

weather conditions

●

marketplace pace of adoption and monetization of technologies we have invested in

●

our ability to strengthen our digital capabilities, artificial intelligence, automation, and autonomy

●

changes in demand and pricing for new and used equipment

●

delays or disruptions in our supply chain

●

significant fluctuations in foreign currency exchange rates

●

volatility in the prices of many commodities

●

slower economic growth

CONSOLIDATED RESULTS – 2026 COMPARED WITH 2025


	Three Months Ended
Deere & Company	February 1		January 26
(In millions of dollars, except per share amounts)	2026		2025
Net sales and revenues	$	9,611	$	8,508
Net income attributable to Deere & Company		656		869
Diluted earnings per share		2.42		3.19

Net sales and revenues increased 13% for the quarter, primarily due to higher sales volumes of $988 and the positive effects of foreign currency translation of $227. Net income decreased $213, primarily due to incremental tariffs of $272 ($361 pretax) and prior period favorable discrete tax items of $163 described in Note 21, partially offset by the impact of higher shipment volumes of $188 ($249 pretax). The discussion of segment net sales and operating profit is included in the Business Segment Results below.

An explanation of the cost of sales to net sales ratio and other significant statement of consolidated income changes follows:


	Three Months Ended
	February 1		January 26
Deere & Company	2026		2025		% Change
Cost of sales to net sales		78.5%		74.0%
(-) Tariffs					Unfavorable
(+) Production efficiencies					Favorable
Increased mostly due to incremental tariffs, partially offset by production efficiencies resulting from increased manufacturing volumes.

Other income	$	267	$	246	+9
Higher due to increased income earned from extended warranty premiums and higher service revenues.

Research and development expenses		554		526	+5
Increased due to continued focus on developing and deploying technology solutions.

Interest expense		719		829	-13
Decreased due to lower average borrowing rates and lower average borrowings.

Provision for income taxes		196		27	+626
Increased due to favorable discrete tax adjustments recognized in the prior period (see Note 21).

Business Segment Results – 2026 compared with 2025

The equipment operations segment results were impacted by incremental tariffs in 2026. The change in tariff costs was included in the “Production Costs” category below.


	Three Months Ended
	February 1		January 26
Production & Precision Agriculture	2026		2025		% Change
Net sales	$	3,163	$	3,067	+3
Operating profit		139		338	-59
Operating margin		4.4%		11.0%
Price realization
Currency translation impact on Net sales					+4

Production & Precision Agriculture sales increased for the quarter as a result of the positive effects of foreign currency translation (primarily the Euro and Brazilian real). Operating profit decreased primarily due to higher tariffs, unfavorable sales mix, and higher warranty expenses.

Production & Precision Agriculture Operating Profit

First Quarter 2026 Compared to First Quarter 2025


	Three Months Ended
	February 1		January 26
Small Agriculture & Turf	2026		2025		% Change
Net sales	$	2,168	$	1,748	+24
Operating profit		196		124	+58
Operating margin		9.0%		7.1%
Price realization					+2
Currency translation impact on Net sales					+2

Small Agriculture & Turf sales increased for the quarter due to higher shipment volumes (primarily in the U.S., Canada, Europe, and India) driven by increased customer demand. Sales also increased as a result of the positive impact of the Euro foreign currency translation. Operating profit increased primarily as a result of higher shipment volumes and price realization, partially offset by higher tariffs.

Small Agriculture & Turf Operating Profit

First Quarter 2026 Compared to First Quarter 2025


	Three Months Ended
	February 1		January 26
Construction & Forestry	2026		2025		% Change
Net sales	$	2,670	$	1,994	+34
Operating profit		137		65	+111
Operating margin		5.1%		3.3%
Price realization
Currency translation impact on Net sales					+4

Construction & Forestry sales increased for the quarter due to higher U.S. shipment volumes, driven by increased customer demand from a strong construction market. Additionally, sales increased as a result of the positive impacts of the Euro foreign currency translation. Operating profit increased primarily due to higher shipment volumes and production efficiencies, partially offset by higher tariffs.

Construction & Forestry Operating Profit

First Quarter 2026 Compared to First Quarter 2025


	Three Months Ended
	February 1		January 26
Financial Services	2026		2025		% Change
Revenue (including intercompany)	$	1,488	$	1,573	-5
Interest expense		664		766	-13
Net income		244		230	+6

Revenue decreased primarily due to the deconsolidation of Banco John Deere S.A. (BJD) in the second quarter of 2025 and a 2% lower average balance of receivables and leases portfolio compared to the same period last year. Interest expense decreased as a result of lower average borrowing rates and lower average borrowings. Net income for the quarter increased primarily due to favorable financing spreads and a lower provision for credit losses, partially offset by the prior period decreased valuation allowance on BJD “Assets held for sale” (see Note 21).

CRITICAL ACCOUNTING ESTIMATES

See our critical accounting estimates discussed in the Management’s Discussion and Analysis of the most recently filed Annual Report on Form 10-K. There have been no material changes to these policies.

CAPITAL RESOURCES AND LIQUIDITY – 2026 COMPARED WITH 2025

We have access to global markets at a reasonable cost. Sources of liquidity include:

●

cash, cash equivalents, and marketable securities on hand

●

funds from operations

●

the issuance of commercial paper and term debt

●

the securitization of retail notes

●

bank lines of credit

We closely monitor our cash requirements. Based on the available sources of liquidity, we expect to meet our funding needs in the short term (next 12 months) and long term (beyond 12 months). We are forecasting operating cash flows from equipment operations in 2026 to remain flat compared with 2025 driven by an offsetting decrease in net income adjusted for non-cash provisions, and higher cash flows generated from inventory reductions.

We operate in multiple industries, which have unique funding requirements. The equipment operations are capital intensive. Historically, these operations have been subject to seasonal variations in financing requirements for inventories and receivables from dealers. The financial services operations rely on their ability to raise substantial amounts of funds to finance their receivable and lease portfolios.

Key metrics are provided in the following table:


	February 1		November 2		January 26
	2026		2025		2025
Cash, cash equivalents, and marketable securities	$	8,196	$	9,687	$	7,815

Trade accounts and notes receivable – net		5,993		5,317		4,931
Ratio to prior 12 month’s net sales		15%		14%		12%

Inventories		8,286		7,406		7,744
Ratio to prior 12 month’s cost of sales		28%		26%		27%

Unused credit lines		7,159		7,268		7,793

Financial Services:
Ratio of interest-bearing debt to stockholder’s equity		8.2 to 1		8.4 to 1		7.6 to 1

There have been no material changes to the contractual obligations and other cash requirements identified in our most recently filed Annual Report on Form 10-K.

CASH FLOWS


	Three Months Ended
	February 1		January 26
	2026		2025
Net cash used for operating activities	$	(890)	$	(1,132)
Net cash provided by investing activities		1,822		1,416
Net cash used for financing activities		(2,490)		(923)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash		98		(87)
Net decrease in cash, cash equivalents, and restricted cash	$	(1,460)	$	(726)

Cash outflows from consolidated operating activities in the first three months of 2026 were $890. This resulted mainly from the payout of employee profit-sharing incentives, an increase in inventories, and a reduction in dealer sales incentive accruals, partially offset by net income adjusted for non-cash provisions. Cash inflows from investing activities were $1,822 in the first three months of this year. The primary drivers were collections of receivables (excluding receivables related to sales) exceeding the cost of receivables acquired, partially offset by purchases of property and equipment. Cash outflows from financing activities were $2,490 in the first three months of 2026 due to lower borrowings, dividends paid, and repurchases of common stock. Cash returned to shareholders was $743 in the first three months of 2026. Cash, cash equivalents, and restricted cash decreased $1,460 during the first three months of this year.

KEY METRICS AND BALANCE SHEET CHANGES

Trade Accounts and Notes Receivable. Trade accounts and notes receivable arise from sales of goods to customers. Trade receivables increased $676 during the first three months of 2026, and increased $1,062 compared to a year ago, both due to higher sales. The percentage of total worldwide trade receivables outstanding for periods exceeding 12 months was 2% at February 1, 2026, 3% at November 2, 2025, and 6% at January 26, 2025.

Financing Receivables and Equipment on Operating Leases. Financing receivables and equipment on operating leases consist of retail notes originated in connection with financing of new and used equipment, operating leases, revolving charge accounts, sales-type and direct financing leases, and wholesale notes. Financing receivables and equipment on operating leases decreased $2,902 during the first quarter of 2026, primarily due to seasonal payments and lower retail customer receivables, and decreased $706 in the past 12 months due to lower wholesale notes. Total acquisition volumes of financing receivables and equipment on operating leases were 12% higher in the first three months of 2026, compared with the same period last year, as volumes of wholesale notes and revolving charge accounts were higher compared to the same period last year.

Inventories. Inventories increased by $880 during the first three months, primarily due to a seasonal increase. Inventories increased $542 compared to a year ago due to the effects of foreign currency translation. A majority of these inventories are valued on the last-in, first-out (LIFO) method.

Property and Equipment. Property and equipment cash expenditures in the first three months of 2026 were $256, compared with $352 in the same period last year. Capital expenditures in 2026 are estimated to be approximately $1.4 billion.

Accounts Payable and Accrued Expenses. Accounts payable and accrued expenses decreased by $1,376 in the first three months of 2026, primarily due to a decrease in accrued expenses associated with employee benefits and dealer sales incentives. Accounts payable and accrued expenses increased $371 compared to a year ago, due to an increase in accounts payable associated with trade payables, partially offset by a decrease in accrued expenses associated with employee benefits.

Borrowings. Total external borrowings decreased by $1,457 in the first three months of 2026 and decreased $1,902 compared to a year ago, generally corresponding with the level of the receivable and lease portfolio, as well as other working capital requirements.

John Deere Capital Corporation (Capital Corporation), a U.S. financial services subsidiary, has a revolving warehouse facility to utilize bank conduit facilities to securitize retail notes (see Note 10). The facility was renewed in November 2025, with an expiration in November 2026, and with a total capacity or “financing limit” of $2,500. At February 1, 2026, $2,025 of securitization borrowings were outstanding under the facility. At the end of the contractual revolving period, unless the banks and Capital Corporation agree to renew, Capital Corporation would liquidate the secured borrowings over time as payments on the retail notes are collected.

In the first three months of 2026, the financial services operations issued $659 and retired $974 of retail note securitization borrowings, which are presented in “Net proceeds (payments) in total short-term borrowings (original maturities three months or less).”

Lines of Credit. We also have access to bank lines of credit with various banks throughout the world.

Worldwide lines of credit totaled $12.2 billion at February 1, 2026, consisting primarily of:

●

a 364-day credit facility agreement of $5.0 billion expiring in the second quarter of 2026

●

a credit facility agreement of $3.25 billion expiring in the second quarter of 2028

●

a credit facility agreement of $3.25 billion expiring in the second quarter of 2030

At February 1, 2026, $7.2 billion of these worldwide lines of credit were unused. For the purpose of computing unused credit lines, commercial paper and short-term bank borrowings were considered to constitute utilization. These credit agreements require Capital Corporation and other parts of our business to maintain certain performance metrics and liquidity targets. All requirements in the credit agreements have been met during the periods included in the financial statements.

Debt Ratings. To access public debt capital markets, we rely on credit rating agencies to assign short-term and long-term credit ratings to our debt securities as an indicator of credit quality for fixed income investors. A security rating is not a recommendation by the rating agency to buy, sell, or hold our securities. A credit rating agency may change or withdraw ratings based on its assessment of our current and future ability to meet interest and principal repayment obligations. Each agency’s rating should be evaluated independently of any other rating. Lower credit ratings generally result in higher borrowing costs, including costs of derivative transactions, reduced access to debt capital markets, and may adversely impact our liquidity. The senior long-term and short-term debt ratings and outlook currently assigned to unsecured company securities by the rating agencies engaged by us are as follows:


	Senior
	Long-Term	Short-Term	Outlook
Fitch Ratings	A+	F1	Stable
Moody’s Investors Service, Inc.	A1	Prime-1	Stable
Standard & Poor’s	A	A-1	Stable

FORWARD-LOOKING STATEMENTS

Certain statements contained herein, including in the section entitled “Overview,” “Trends and Economic Conditions,” and “Condensed Notes to Interim Consolidated Financial Statements” relating to future events, expectations, and trends constitute “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995 and involve factors that are subject to change, assumptions, risks, and uncertainties that could cause actual results to differ materially. Some of these risks and uncertainties could affect all lines of our operations generally while others could more heavily affect a particular line of business.

Forward-looking statements are based on currently available information and current assumptions, expectations, and projections about future events and should not be relied upon. Except as required by law, we expressly disclaim any obligation to update or revise our forward-looking statements. Many factors, risks, and uncertainties could cause actual results to differ materially from these forward-looking statements. Among these factors are risks related to:

●

the agricultural business cycle, which can be unpredictable and is affected by factors such as farm income, international trade, world grain stocks, crop yields, available farm acres, soil conditions, prices for commodities and livestock, input costs, government farm programs, availability of transport for crops as well as adverse macroeconomic conditions, including unemployment, inflation, interest rate volatility, changes in consumer practices due to slower economic growth or a recession, and regional or global liquidity constraints

●

the uncertainty of government policies and actions with respect to the global trade environment including increased and proposed tariffs announced by the U.S. government and retaliatory trade regulations

●

political, economic, and social instability in the geographies in which we operate

●

worldwide demand for food and different forms of renewable energy impacting the price of farm commodities and consequently the demand for our equipment

●

rationalization, restructuring, relocation, expansion, and/or reconfiguration of manufacturing and warehouse facilities

●

accurately forecasting customer demand for products and services and adequately managing inventory

●

uncertainty of our ability to sell products domestically or internationally, manage increased costs of production, absorb or pass on increased expenses, and accurately predict financial results and industry trends

●

availability and price of raw materials, components, and whole goods

●

delays or disruptions in our supply chain

●

changes in climate patterns, unfavorable weather events, and natural disasters

●

suppliers’ and manufacturers’ business practices and compliance with applicable laws such as human rights, safety, environmental, and fair wages

●

higher interest rates and currency fluctuations which could adversely affect the U.S. dollar, customer confidence, access to capital, and demand for our products and solutions

●

the ability to attract, develop, engage, and retain qualified employees

●

ability to adapt in highly competitive markets, including understanding and meeting customers’ changing expectations for products and solutions, including delivery and utilization of precision technology

●

the ability to execute business strategies, including our Smart Industrial Operating Model and refined Leap Ambitions

●

dealer practices and their ability to manage new and used inventory, distribute our products, and to provide support and service for precision technology solutions

●

the ability to realize anticipated benefits of acquisitions and joint ventures, including challenges with successfully integrating operations and internal control processes

●

negative claims or publicity that damage our reputation or brand

●

the impact of workforce reductions on company culture, employee retention and morale, and institutional knowledge

●

labor relations and contracts, including work stoppages and other disruptions

●

security breaches, cybersecurity attacks, technology failures, and other disruptions to our information technology infrastructure and products

●

leveraging artificial intelligence and machine learning within our business processes

●

changes to existing laws and regulations, including the implementation of new, more stringent laws, as well as compliance with a variety of U.S., foreign, and international laws, regulations, and policies relating to, but not limited to the following: advertising, anti-bribery and anti-corruption, anti-money laundering, antitrust, consumer finance, cybersecurity, data privacy, encryption, environmental (including climate change and engine emissions), farming, foreign exchange controls and cash repatriation restrictions, foreign ownership and investment, health and safety, human rights, import / export and trade, labor and employment, product liability, tariffs, tax, telematics, and telecommunications

●

governmental and other actions designed to address climate change in connection with a transition to a lower-carbon economy

●

warranty claims, post-sales repairs or recalls, product liability litigation, and regulatory investigations because of the deficient operation of our products

●

investigations, claims, lawsuits, or other legal proceedings, including the lawsuit filed by the Federal Trade Commission (FTC) and the Attorneys General of the States of Arizona, Illinois, Michigan, Minnesota, and Wisconsin alleging that we unlawfully withheld self-repair capabilities from farmers and independent repair providers

●

loss of or challenges to intellectual property rights

Further information concerning us and our businesses, including factors that could materially affect our financial results, is included in our other filings with the SEC (including, but not limited to, the factors discussed in Item 1A. “Risk Factors” of our most recent Annual Report on Form 10-K and this Quarterly Report on Form 10-Q). There also may be other factors that we cannot anticipate or that are not described herein because we do not currently perceive them to be material.

SUPPLEMENTAL CONSOLIDATING DATA

The supplemental consolidating data presented on the subsequent pages is presented for informational purposes. Equipment operations represent the enterprise without Financial Services. Equipment operations include Production & Precision Agriculture operations, Small Agriculture & Turf operations, Construction & Forestry operations, and other corporate assets, liabilities, revenues, and expenses not reflected within Financial Services. Transactions between the equipment operations and Financial Services have been eliminated to arrive at the consolidated financial statements.

Equipment operations and Financial Services participate in different industries. Equipment operations primarily generate earnings and cash flows by manufacturing and selling equipment, service parts, and technology solutions to dealers and retail customers. Financial Services finance sales and leases by dealers of new and used equipment that is largely manufactured by equipment operations. Those earnings and cash flows generally are the difference between the finance income received from customer payments less interest expense, and depreciation on equipment subject to an operating lease. The two businesses are capitalized differently and have separate performance metrics. The supplemental consolidating data is also used by management due to these differences.


DEERE & COMPANY
SUPPLEMENTAL CONSOLIDATING DATA
STATEMENTS OF INCOME
For the Three Months Ended February 1, 2026 and January 26, 2025
Unaudited
	EQUIPMENT				FINANCIAL
	OPERATIONS				SERVICES				ELIMINATIONS				CONSOLIDATED
	2026		2025		2026		2025		2026		2025		2026		2025
Net Sales and Revenues
Net sales	$	8,001	$	6,809									$	8,001	$	6,809
Finance and interest income		120		110	$	1,351	$	1,455	$	(128)	$	(112)		1,343		1,453	1
Other income		213		202		137		118		(83)		(74)		267		246	2, 3, 4
Total		8,334		7,121		1,488		1,573		(211)		(186)		9,611		8,508

Costs and Expenses
Cost of sales		6,291		5,045						(11)		(8)		6,280		5,037	4
Research and development expenses		554		526										554		526
Selling, administrative and general expenses		806		800		168		174		(2)		(2)		972		972	4
Interest expense		93		84		664		766		(38)		(21)		719		829	1
Interest compensation to Financial Services		90		91						(90)		(91)					1
Other operating expenses		(46)		(51)		366		364		(70)		(64)		250		249	3, 4, 5
Total		7,788		6,495		1,198		1,304		(211)		(186)		8,775		7,613

Income before Income Taxes		546		626		290		269						836		895
Provision (credit) for income taxes		134		(13)		62		40						196		27

Income after Income Taxes		412		639		228		229						640		868
Equity in income (loss) of unconsolidated affiliates		(1)		(2)		16		1						15		(1)

Net Income		411		637		244		230						655		867
Less: Net loss attributable to noncontrolling interests		(1)		(2)										(1)		(2)
Net Income Attributable to Deere & Company	$	412	$	639	$	244	$	230					$	656	$	869

1 Elimination of intercompany interest income and expense.

2 Elimination of equipment operations’ margin from inventory transferred to equipment on operating leases.

3 Elimination of income and expenses between equipment operations and Financial Services related to intercompany guarantees of investments in certain international markets.

4 Elimination of intercompany service revenues and fees.

5 Elimination of Financial Services’ lease depreciation expense related to inventory transferred to equipment on operating leases.


DEERE & COMPANY
SUPPLEMENTAL CONSOLIDATING DATA (Continued)
CONDENSED BALANCE SHEETS
Unaudited
	EQUIPMENT						FINANCIAL
	OPERATIONS						SERVICES						ELIMINATIONS						CONSOLIDATED
	Feb 1		Nov 2		Jan 26		Feb 1		Nov 2		Jan 26		Feb 1		Nov 2		Jan 26		Feb 1		Nov 2		Jan 26
	2026		2025		2025		2026		2025		2025		2026		2025		2025		2026		2025		2025
Assets
Cash and cash equivalents	$	4,769	$	6,340	$	4,840	$	2,029	$	1,936	$	1,761							$	6,798	$	8,276	$	6,601
Marketable securities		146		217		114		1,252		1,194		1,100								1,398		1,411		1,214
Receivables from Financial Services		4,132		4,649		1,826							$	(4,132)	$	(4,649)	$	(1,826)							6
Trade accounts and notes receivable – net		1,284		1,316		1,053		6,609		5,900		5,812		(1,900)		(1,899)		(1,934)		5,993		5,317		4,931	7
Financing receivables – net		105		88		78		42,008		44,487		41,318								42,113		44,575		41,396
Financing receivables securitized – net				1		2		6,479		6,830		8,255								6,479		6,831		8,257
Other receivables		1,841		1,809		2,367		621		658		654		(51)		(64)		(42)		2,411		2,403		2,979	8
Equipment on operating leases – net								7,512		7,600		7,157								7,512		7,600		7,157
Inventories		8,286		7,406		7,744														8,286		7,406		7,744
Property and equipment – net		8,053		8,047		7,392		31		32		33								8,084		8,079		7,425
Goodwill		4,280		4,188		3,872														4,280		4,188		3,872
Other intangible assets – net		880		892		937														880		892		937
Retirement benefits		3,282		3,181		2,933		98		94		86		(2)		(2)		(1)		3,378		3,273		3,018
Deferred income taxes		2,476		2,507		2,247		45		46		42		(253)		(269)		(437)		2,268		2,284		1,852	9
Other assets		2,371		2,218		2,295		1,220		1,244		539		(35)		(1)		(27)		3,556		3,461		2,807
Assets held for sale												2,929												2,929
Total Assets	$	41,905	$	42,859	$	37,700	$	67,904	$	70,021	$	69,686	$	(6,373)	$	(6,884)	$	(4,267)	$	103,436	$	105,996	$	103,119

Liabilities and Stockholders’ Equity

Liabilities
Short-term borrowings	$	366	$	414	$	1,101	$	14,026	$	13,382	$	11,710							$	14,392	$	13,796	$	12,811
Short-term securitization borrowings				1		1		6,283		6,595		8,013								6,283		6,596		8,014
Payables to equipment operations								4,132		4,649		1,826	$	(4,132)	$	(4,649)	$	(1,826)							6
Accounts payable and accrued expenses		11,387		12,757		10,869		3,132		3,116		3,296		(1,986)		(1,964)		(2,003)		12,533		13,909		12,162	7, 8
Deferred income taxes		343		347		405		344		356		480		(253)		(269)		(437)		434		434		448	9
Long-term borrowings		8,897		8,756		8,507		32,907		34,788		35,049								41,804		43,544		43,556
Retirement benefits and other liabilities		1,568		1,646		1,668		67		66		67		(2)		(2)		(1)		1,633		1,710		1,734
Liabilities held for sale												1,830												1,830
Total liabilities		22,561		23,921		22,551		60,891		62,952		62,271		(6,373)		(6,884)		(4,267)		77,079		79,989		80,555

Commitments and contingencies (Note 17)
Redeemable noncontrolling interest		50		51		78														50		51		78

Stockholders’ Equity
Total Deere & Company stockholders’ equity		26,300		25,950		22,479		7,013		7,069		7,415		(7,013)		(7,069)		(7,415)		26,300		25,950		22,479	10
Noncontrolling interests		7		6		7														7		6		7
Financial Services’ equity		(7,013)		(7,069)		(7,415)								7,013		7,069		7,415							10
Adjusted total stockholders’ equity		19,294		18,887		15,071		7,013		7,069		7,415								26,307		25,956		22,486
Total Liabilities and Stockholders’ Equity	$	41,905	$	42,859	$	37,700	$	67,904	$	70,021	$	69,686	$	(6,373)	$	(6,884)	$	(4,267)	$	103,436	$	105,996	$	103,119

6 Elimination of receivables / payables between equipment operations and Financial Services.

7 Primarily reclassification of sales incentive accruals on receivables sold to Financial Services.

8 Reclassification of other receivables / payables.

9 Reclassification of deferred tax assets / liabilities in the same taxing jurisdictions.

10 Elimination of Financial Services’ equity.


DEERE & COMPANY
SUPPLEMENTAL CONSOLIDATING DATA (Continued)
STATEMENTS OF CASH FLOWS
For the Three Months Ended February 1, 2026 and January 26, 2025
Unaudited
	EQUIPMENT				FINANCIAL
	OPERATIONS				SERVICES				ELIMINATIONS				CONSOLIDATED
	2026		2025		2026		2025		2026		2025		2026		2025
Cash Flows from Operating Activities
Net income	$	411	$	637	$	244	$	230					$	655	$	867
Adjustments to reconcile net income to net cash provided by (used for) operating activities:
Provision for credit losses		1		3		35		66						36		69
Depreciation and amortization		342		319		274		265	$	(26)	$	(35)		590		549	11
Impairments and other adjustments								(32)								(32)
Share-based compensation expense										41		28		41		28	12
Distributed earnings of Financial Services		350		162						(350)		(162)					13
Provision (credit) for deferred income taxes		29		(17)		(11)		225						18		208
Changes in assets and liabilities:
Receivables related to sales		18		140						332		923		350		1,063	14, 16
Inventories		(728)		(784)						(18)		(11)		(746)		(795)	15
Accounts payable and accrued expenses		(1,410)		(2,073)		(74)		6		(2)		222		(1,486)		(1,845)	16
Accrued income taxes payable/receivable		(71)		(479)		(17)		(61)						(88)		(540)
Retirement benefits		(191)		(647)		(3)		(41)						(194)		(688)
Other		(94)		(136)		49		117		(21)		3		(66)		(16)	11, 12, 15
Net cash provided by (used for) operating activities		(1,343)		(2,875)		497		775		(44)		968		(890)		(1,132)

Cash Flows from Investing Activities
Collections of receivables (excluding receivables related to sales)						8,251		8,345		(153)		(208)		8,098		8,137	14
Proceeds from maturities and sales of marketable securities		75		9		69		52						144		61
Proceeds from sales of equipment on operating leases						377		433						377		433
Cost of receivables acquired (excluding receivables related to sales)						(6,044)		(6,093)		21		48		(6,023)		(6,045)	14
Purchases of marketable securities						(129)		(141)						(129)		(141)
Purchases of property and equipment		(256)		(352)										(256)		(352)
Cost of equipment on operating leases acquired						(456)		(454)		24		15		(432)		(439)	15
Decrease in trade and wholesale receivables						198		985		(198)		(985)					14
Collections of receivables from unconsolidated affiliates						105								105
Collateral on derivatives – net		1				(12)		(191)						(11)		(191)
Other		(33)		(51)		(18)		4						(51)		(47)
Net cash provided by (used for) investing activities		(213)		(394)		2,341		2,940		(306)		(1,130)		1,822		1,416

Cash Flows from Financing Activities
Net proceeds (payments) in short-term borrowings (original maturities three months or less)		(38)		176		886		(1,660)						848		(1,484)
Change in intercompany receivables/payables		613		1,222		(613)		(1,222)
Proceeds from borrowings issued (original maturities greater than three months)		166		2,032		614		1,136						780		3,168
Payments of borrowings (original maturities greater than three months)		(78)		(12)		(3,282)		(1,741)						(3,360)		(1,753)
Repurchases of common stock		(302)		(441)										(302)		(441)
Dividends paid		(441)		(403)		(350)		(162)		350		162		(441)		(403)	13
Other		(11)		(7)		(4)		(3)						(15)		(10)
Net cash provided by (used for) financing activities		(91)		2,567		(2,749)		(3,652)		350		162		(2,490)		(923)

Effect of Exchange Rate Changes on Cash, Cash Equivalents, and Restricted Cash		78		(74)		20		(13)						98		(87)

Net Increase (Decrease) in Cash, Cash Equivalents, and Restricted Cash		(1,569)		(776)		109		50						(1,460)		(726)
Cash, Cash Equivalents, and Restricted Cash at Beginning of Period		6,364		5,643		2,169		1,990						8,533		7,633
Cash, Cash Equivalents, and Restricted Cash at End of Period	$	4,795	$	4,867	$	2,278	$	2,040					$	7,073	$	6,907

11 Elimination of depreciation on leases related to inventory transferred to equipment on operating leases.

12 Reclassification of share-based compensation expense.

13 Elimination of dividends from Financial Services to the equipment operations, which are included in the equipment operations operating activities.

14 Primarily reclassification of receivables related to the sale of equipment.

15 Reclassification of direct lease agreements with retail customers.

16 Reclassification of sales incentive accruals on receivables sold to Financial Services.

Item 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

See our most recently filed Annual Report on Form 10-K (Part II, Item 7A). There have been no material changes in this information.

Item 4.CONTROLS AND PROCEDURES

Our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the Exchange Act)) were effective as of February 1, 2026, based on the evaluation of these controls and procedures required by Rule 13a-15(b) or 15d-15(b) of the Exchange Act. During the first quarter of 2026, there were no changes that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1.LEGAL PROCEEDINGS

On January 15, 2025, the Federal Trade Commission (FTC), along with the Attorneys General of the States of Illinois and Minnesota, filed a lawsuit against us in the United States District Court for the Northern District of Illinois Western Division. The Attorneys General of the States of Arizona, Michigan, and Wisconsin then joined the lawsuit. The lawsuit alleges monopolization and unfair competition in violation of federal and state antitrust laws. Plaintiffs seek a permanent injunction and other equitable relief to allow owners of our equipment, as well as independent repair providers, access to our repair tools and any other repair resources available to authorized John Deere dealers. On March 17, 2025, we filed a motion to dismiss the lawsuit, the FTC filed a response on April 28, 2025, and we filed a reply on May 28, 2025. A hearing was held on the motion to dismiss, and the court denied the motion. We are in preliminary discussions with the FTC with respect to a potential resolution. At this stage, we are unable to predict the outcome or impact of this matter on our business.

In addition to the above, the most prevalent legal claims relate to product liability (including asbestos-related liability), employment, patent, trademark, and antitrust matters (including class action litigation). Currently we believe the reasonably possible range of losses for unresolved legal actions would not have a material effect on our financial statements; however, the outcome of any current or future proceedings, claims, or investigations cannot be predicted with certainty. Adverse decisions in one or more of these proceedings, claims, 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.

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 Certain instruments relating to long-term borrowings constituting less than 10% of the registrant’s total assets are not filed as exhibits herewith pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K.

None.

Item 4.MINE SAFETY DISCLOSURES

Not applicable.

Item 5.OTHER INFORMATION

Director and Executive Officer Trading Arrangements

None.

Item 6.EXHIBITS

The registrant will furnish copies of such instruments to the Commission upon request.



3.1		Restated Certificate of Incorporation (Exhibit 3.1 to Form 10-Q of registrant for the quarter ended July 28, 2019*)

3.2		Bylaws, as amended (Exhibit 3.2 to Form 10-Q of registrant for the quarter ended July 30, 2023*)

10.1†		Forms of Terms and Conditions for John Deere Nonqualified Stock Options granted fiscal 2026

10.2†		Forms of Terms and Conditions for John Deere Restricted Stock Units granted fiscal 2026

10.3 †		Forms of Terms and Conditions for John Deere Performance Stock Units granted fiscal 2026

31.1		Rule 13a-14(a)/15d-14(a) Certification

31.2		Rule 13a-14(a)/15d-14(a) Certification

32		Section 1350 Certifications (furnished herewith)

101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Incorporated by reference.

† Management contract or compensatory plan or arrangement.

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 thereunto duly authorized.


		DEERE & COMPANY


Date:	February 26, 2026	By:	/s/ Ryan D. Campbell
			Ryan D. Campbell President, Worldwide Construction & Forestry and Power Systems, and Chief Financial Officer
			(Principal Financial Officer and Principal Accounting Officer)

EX-10.1 2 de-20260201xex10d1.htm EX-10.1

Exhibit 10.1

JOHN DEERE

NON-STATUTORY STOCK OPTION
Terms and Conditions
Granted [____________] (the “Grant Date”)

These terms and conditions (“Terms”), evidence a non-statutory stock option granted by Deere & Company (the “Company”) to you pursuant and subject to the John Deere 2020 Equity and Incentive Plan (as amended for time to time, the “Plan”), which is incorporated herein by reference. Any capitalized terms that are not otherwise defined in these Terms shall have the meaning assigned to them in the Plan.

Individual awards are determined by the Deere & Company Board of Directors Compensation Committee ("Committee").

These Terms include certain restrictive covenants. If you are a resident of Illinois, you have the right to consult an attorney regarding these Terms. If you are a resident of Texas, you acknowledge that in consideration for your employment with the Company, the financial and other benefits you received from that employment, including the Stock Option (as defined below), and/or access to confidential information and/or trade secrets, you are bound by certain restrictive covenant provisions as outlined in these Terms.

(1)

Grant. On the Grant Date, the Company hereby grants to you a non-statutory stock option (the “Stock Option”) to purchase, on the terms provided herein and in the Plan, up to the number of shares of Common Stock (the “Shares”) and at the Option Price per share of Common Stock set forth in your award letter, in each case subject to the adjustment set forth in section 1.6 of the Plan. The Stock Option shall become vested and exercisable according to section (2).

(2)

Vesting.

Time-Based Vesting. Except as set forth in sections (2)B and (2)C, and subject to section (8), the Stock Option shall vest and become exercisable over a three-year period with (i) 34% of the Shares becoming vested and exercisable on the first anniversary of the Grant Date and (ii) 33% of the Shares becoming vested and exercisable on each of the second and third anniversaries of the Grant Date, provided that, in each case, you remain in continuous employment with the Company from the Grant Date until the applicable vesting date. Upon expiration of the Stock Option, the Stock Option shall be cancelled and no longer exercisable.

Retirement. In the event of your termination of employment due to Retirement, subject to section (8), the Stock Option shall become vested and exercisable as follows:

If your Retirement occurs on or before October 31 of the fiscal year in which the Grant Date occurs (the “Grant Year End”), as to a prorated number of Shares equal to 100% of the Shares subject to the Stock Option multiplied by a percentage determined by dividing (x) the number of calendar months from the Grant Date to the date of your Retirement (including the month of Retirement) by (y) 12.

If your Retirement occurs after the Grant Year End, as to 100% of the unvested Shares subject to the Stock Option.

In each case, such unvested portion of the Stock Option shall become vested and exercisable on the later of (i) the date of your Retirement or (ii) the date that is six months after the Grant Date. Any portion of the Stock Option that does not vest pursuant to this section (2)B shall be automatically forfeited.

For purposes of these Terms, “Retirement” shall have the meaning assigned to such term under the John Deere Pension Plan for Salaried Employees or any successor or similar plan of the Company or its Subsidiaries, or if there is no such plan, Retirement shall be determined by the Company in its sole discretion, subject to compliance with applicable law.

Death or Disability. In the event of your termination of employment due to Disability or due to death, subject to section (8), the unvested portion of the Stock Option shall become fully vested and exercisable on the later of (i) the date of termination of employment or (ii) in the event of your Disability, the date that is six months after the Grant Date. For purposes of these Terms,

“Disability” shall have the meaning assigned to it under the John Deere Long-Term Disability Plan for Salaried Employees or any successor or similar plan of the Company or its Subsidiaries, or if there is no such plan, Disability shall be determined by the Company in its sole discretion, subject to compliance with applicable law.

Other Terminations. Except as provided in sections (2)B and (2)C, and subject to section (6), if you terminate employment with the Company and its Subsidiaries before the Stock Option is fully vested, the unvested portion of the Stock Option held by you at that time shall be automatically forfeited.

In addition, pursuant to section 8.8 of the Plan, the unvested portion of the Stock Option may be forfeited if you incur a suspension of employment or you are placed on a leave of absence.

(3)	Expiration.

A.Unless earlier terminated, forfeited, relinquished, or expired, the Stock Option shall expire and no longer be exercisable on the date that is 10 years after the Grant Date (the “Expiration Date”).

B.The option term specified in section (3)(A) shall terminate (and the Stock Option shall cease to be outstanding) prior to the Expiration Date should any of the following provisions apply:

In the event of your termination of employment due to death, the Stock Option shall expire following the one-year period measured from the date of your death.

In the event of your termination of employment due to Disability or Retirement, the Stock Option shall expire following the five-year period measured from the date of your termination of employment. In the event of your death prior to the expiration of such five-year period, the Stock Option shall remain exercisable until the later of the last day of (i) the five-year period measured from the date of your termination of employment or (ii) the one-year period measured from the date of your death.

In the event of your termination of employment for any reason other than death, Disability or Retirement, the Stock Option shall terminate immediately.

(4)	Calculation. The Option Price of your Stock Option shall equal the closing price of Company Common Stock on the New York Stock Exchange at the conclusion of regular trading hours on the Grant Date.

(5)	Expenses. Commissions, fees, and other expenses connected with the exercise and sale of this Stock Option grant are payable by you. No commissions or fees are charged upon exercise if you purchase and hold the shares.

(6)	Change of Control. Unless the Committee determines otherwise prior to a Change of Control, in the event of a Change of Control, the vesting or forfeiture of the Stock Option will be subject to the terms and conditions of Article VII of the Plan.

(7)	Exercise Procedures.

No portion of the Stock Option may be exercised until it vests. Each election to exercise the Stock Option with respect to all or any of the Shares must comply with such procedures as the Committee prescribes from time to time. Stock options are currently exercised through Fidelity. Information regarding the exercise process is available via the Internet at _______________ or by calling _________ in the U.S. Toll-free codes for calling from outside the U.S. can be accessed via the Internet at _______________.

In order to exercise the Stock Option, you must pay the aggregate Option Price for the purchased Shares in a manner permitted under section 2.4(b) of the Plan and specified in the exercise notice on the Fidelity administration website.

The obligation of the Company to deliver Shares upon exercise of the Stock Option shall be subject to all applicable laws, rules, regulations, and such approvals by governmental agencies as may be deemed appropriate by the Committee, including such actions as Company counsel shall deem necessary or appropriate to comply with federal, state, and foreign securities laws and regulations.

(8)	Special Forfeiture Provisions.

In the event that your employment terminates due to Retirement, Disability, or with the consent of the Committee before the Stock Option is exercised, your right to vest in or exercise any portion of your outstanding Stock Option, if any, is subject to the Restrictive Covenants set forth in Attachment A. If it is determined that you have breached the Restrictive Covenants in Attachment A, your outstanding Stock Option shall automatically be forfeited. Any determination by the Committee that you breached such Restrictive Covenants shall be final, binding and conclusive.

If you have attained salary grade E3 or above on or after the Grant Date, then, by accepting these Terms, you agree that the Stock Option is subject to and conditioned on the terms of any applicable clawback policies approved by the Board or Committee, as in effect from time to time (including, without limitation, the Company’s Executive Incentive Compensation Recoupment Policy, the Incentive Compensation Recovery Policy, or any successor or similar policy), whether approved before or after the Grant Date (as applicable, a “Clawback Policy”). Further, to the extent permitted by applicable law, including without limitation Section 409A of the Code, the Stock Option is subject to offset in the event that you have an outstanding clawback, recoupment or forfeiture obligation to the Company under the terms of any applicable Clawback Policy. No Stock Option (nor any portion thereof) shall be earned until you have met all the conditions of these Terms, and any clawback, recoupment, or forfeiture provisions of any applicable Clawback Policy have been applied.

(9)	No Stockholder Rights. You will not have any rights of a stockholder with respect to the Shares subject to the Stock Option, including, but not limited to, voting rights, until certificates for Shares have been issued upon the exercise of the Stock Option.

(10)

(11)

Severability. If all or any part of these Terms or the Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity shall not invalidate any portion of these Terms or the Plan not declared to be unlawful or invalid. Any part of these Terms so declared to be unlawful or invalid shall, if possible, be construed in a manner that will give effect to the terms thereof to the fullest extent possible while remaining lawful and valid. To the extent a court of competent jurisdiction determines that the Restrictive Covenants set forth in Attachment A are overly broad in duration or scope, the parties expressly agree that the court may modify the Restrictive Covenants so as to comply with applicable law.

(12)

Non-transferability. You may not voluntarily or involuntarily sell, transfer, gift, pledge, assign or otherwise alienate the Stock Option or rights under these Terms, including but not limited to transfers related to estate planning, dissolution of marriage, collection, execution, attachment, and any other voluntary or involuntary transfer. Any attempt to do so contrary to the provisions hereof shall be null and void. Notwithstanding the foregoing, you may, as described in section (16), designate a beneficiary or beneficiaries to exercise your rights and receive any Shares issued or any cash paid with respect to the Stock Option upon your death.

(13)	Successors and Assigns. The Stock Option evidenced by these Terms shall inure to the benefit of and be binding upon the heirs, legatees, legal representatives, successors and assigns of the parties hereto.

(14)

(15)

Conformity with Plan. This Stock Option was granted pursuant to Article II of the Plan and are subject to the provisions of the Plan. Any inconsistencies between these Terms and the Plan shall be resolved in accordance with the provisions of the Plan. By accepting the award, you agree to be bound by all the terms of the Plan and these Terms. The prospectus for the Plan is available at ____________. A paper copy of the prospectus is also available upon request from the Deere & Company Global Compensation, One John Deere Place, Moline, Illinois, 61265-8098 or by contacting the Executive Compensation department at __________@JohnDeere.com. The latest Deere & Company Annual Report and Proxy Statement are available electronically at www.deere.com/stock or in hard copy upon request from the Deere & Company Investor Relations.

(16)	Beneficiary. You may at any time name or change the beneficiary or beneficiaries to whom unpaid amounts under the Plan will be paid in the case of your death (to the extent the beneficiary designation is valid under applicable law). Beneficiary designations can be made at www.netbenefits.com.

Your beneficiary designations for the Plan will remain in effect until changed by you and will apply to this and all future grants under the Plan. Please note that any Beneficiary Designation Form you made under the John Deere Omnibus Equity and Incentive Plan will not apply to benefits under the Plan.

(17)

No Employment Rights. Nothing herein confers any right or obligation on you to continue in the employ of the Company or any Subsidiary, nor shall the Plan or these Terms affect in any way your right or the right of the Company or any Subsidiary, as the case may be, to terminate your employment at any time, subject to applicable law and the terms of any employment agreement between you and the Company or a Subsidiary. Nothing herein creates an employment agreement or becomes part of remuneration for purposes of determining other benefits. Receipt of this award does not entitle you to any future awards or other considerations even if the Committee decides to continue making such awards to other employees.

(18)

Electronic Delivery. The Company may deliver any documents related to the Stock Option, the Plan or future awards that may be granted under the Plan by electronic means. Such means of electronic delivery include, but are not limited to, the delivery of a link to a Company intranet or the internet site of a third party involved in administering the Plan, the delivery of the documents via e-mail or such other means of electronic delivery specified by the Company. You hereby acknowledge that you have read this provision and consent to the electronic delivery of the documents. You acknowledge that you may receive from the Company a paper copy of any documents delivered electronically at no cost to you by contacting the Company in writing or by telephone. You further acknowledge that you will be provided with a paper copy of any documents if the attempted electronic delivery of such documents fails. Similarly, you understand that you must provide the Company with a paper copy of any documents if the attempted electronic delivery of such documents fails.

(19)

Additional Terms for Non-U.S. Participants. Notwithstanding anything to the contrary herein, if you reside and/or work outside of the United States, you shall be subject to the Additional Terms and Conditions for Non-U.S. Participants attached hereto as Addendum A and to any Country-Specific Terms and Conditions attached hereto as Addendum B. If you are a citizen or resident of a country (or are considered as such for local law purposes) other than the one in which you currently reside or work or if you relocate to one of the countries included in the Country-Specific Terms and Conditions after the Grant Date, the special terms and conditions for such country will apply to you to the extent the Company determines that the application of such terms and conditions is necessary or advisable in order to comply with local law or facilitate the administration of the Plan. The Terms and Conditions for Non-U.S. Participants and the Country-Specific Terms and Conditions constitute part of these Terms and are incorporated herein by reference.

(20)

Grant Acceptance. YOU ACKNOWLEDGE THAT YOU HAVE BEEN PROVIDED AT LEAST 14 DAYS TO REVIEW AND CONSIDER THESE TERMS. YOU MUST ACCEPT THESE TERMS BY DOING SO ON THE FIDELITY ADMINISTRATION WEBSITE (_____________) PRIOR TO THE STOCK OPTION BEING EXERCISED. IF YOU DO NOT ACCEPT THE TERMS AS INSTRUCTED, THIS GRANT WILL AUTOMATICALLY, WITHOUT FURTHER ACTION BY THE COMPANY OR THE COMMITTEE, TERMINATE AND THE STOCK OPTION SHALL BE FORFEITED.

ACCEPTANCE OF THESE TERMS CONSTITUTES YOUR CONSENT TO ANY ACTION TAKEN UNDER THE PLAN AND THESE TERMS AND YOUR AGREEMENT TO BE BOUND BY THE

COVENANTS AND AGREEMENTS CONTAINED IN ATTACHMENT A HERETO. YOU SHOULD READ ATTACHMENT A CAREFULLY BEFORE DECIDING TO ACCEPT THE AWARD OF THE STOCK OPTION. IF YOU DECIDE NOT TO ACCEPT THIS AWARD YOU WILL FORFEIT THE STOCK OPTION AND THE RESTRICTIVE COVENANTS SET FORTH IN ATTACHMENT A WILL NOT APPLY. HOWEVER, YOU WILL CONTINUE TO BE SUBJECT TO ANY RESTRICTIVE COVENANTS WITH RESPECT TO PRIOR OR SUBSEQUENT EQUITY GRANTS AND ANY OTHER RESTRICTIVE COVENANT AGREEMENTS BETWEEN YOU AND THE COMPANY. THERE WILL BE NO OTHER CONSEQUENCES AS A RESULT OF YOUR DECISION NOT TO ACCEPT THIS AWARD.

EX-10.2 3 de-20260201xex10d2.htm EX-10.2

Exhibit 10.2

JOHN DEERE RESTRICTED STOCK UNITS
TERMS AND CONDITIONS
GRANTED [_____________] (“Grant Date”)

Deere & Company Restricted Stock Equivalents (also known as Restricted Stock Units) (“RSUs”) are granted pursuant to the John Deere 2020 Equity and Incentive Plan (“Plan”). These terms and conditions (“Terms”), together with the Plan, contain the terms of your grant. You should read these Terms carefully. Any capitalized terms that are not otherwise defined in these Terms shall have the meaning assigned to them in the Plan.

RSUs are designed as long-term incentives to encourage ownership and focus on stockholder value.

RSUs are common stock equivalents and represent the right to receive an equivalent number of shares of Deere & Company (“Company”) common stock $1 par value per share (“Common Stock”) if and when certain vesting and retention requirements, as detailed below, are satisfied.

Individual awards are determined by the Deere & Company Board of Directors Compensation Committee (“Committee”).

These Terms include certain restrictive covenants. If you are a resident of Illinois, you have the right to consult an attorney regarding these Terms. If you are a resident of Texas, you acknowledge that in consideration for your employment with the Company, the financial and other benefits you received from that employment, including the RSUs, and/or access to confidential information and/or trade secrets, you are bound by certain restrictive covenant provisions as outlined in these Terms.

Your RSUs are subject to the following provisions:

(1)

Vesting.

Time-Based Vesting. Except as provided in sections (1)B and (1)C and subject to your acceptance of these Terms, your RSUs will vest over three years with 34% of the RSUs vesting on the first anniversary of the Grant Date, 33% of the RSUs vesting on the second anniversary of the Grant Date, and 33% of the RSUs vesting on the third anniversary of the Grant Date (each, a “Vesting Date”), subject to your continued employment through the applicable Vesting Date.

Retirement. In the event of your termination of employment due to Retirement, subject to sections (6) and (7), your RSUs will vest as follows:

If your Retirement occurs on or before the October 31 of the fiscal year in which the Grant Date occurs (the “Grant Year End”), a prorated portion of your RSUs shall vest on the date of your Retirement in an amount equal to the total number of your RSUs, multiplied by the percentage determined by dividing (i) the number of full calendar months that elapsed between the Grant Date and the Retirement date (including the month of Retirement); by (ii) 12. The remainder of the RSUs shall automatically be forfeited as of the date of your Retirement. The RSUs that vest in accordance with this section (1)B shall be converted to shares of Common Stock in substantially equal installments following the Vesting Dates in accordance with section (2) as if you remained in service through each such date.

If your Retirement occurs after the Grant Year End, any unvested RSUs shall automatically vest in full on the date of your Retirement and shall be converted to shares of Common Stock in substantially equal installments following the remaining Vesting Dates in accordance with section (2) as if you remained in service through each such date.

Disability or Death. In the event of your termination of employment due to Disability or due to death, subject to sections (6) and (7), your unvested RSUs will vest on the date of your termination of employment. Your vested RSUs will be converted into shares of Common Stock in

substantially equal instalments following the remaining Vesting Dates in accordance with section (2) as if you remained in service through each such date. For purposes of these Terms, “Disability” shall have the meaning assigned to it under the John Deere Long-Term Disability Plan for Salaried Employees or any successor or similar plan of the Company or its Subsidiaries, or if there is no such plan, Disability shall be determined by the Company in its sole discretion, subject to compliance with applicable law.

Other Terminations. Except as provided in sections (1)B and (1)C, and subject to section (6), if you terminate employment with the Company and its Subsidiaries before the RSUs are fully vested, all unvested RSUs held by you at that time shall be automatically forfeited along with any accrued Dividend Equivalents (as defined below).

In addition, pursuant to section 8.8 of the Plan, any unvested RSUs and Dividend Equivalents may be forfeited if you incur a suspension of employment or you are placed on a leave of absence, in either case subject to applicable law.

Notwithstanding the foregoing, the Committee may, in its sole discretion, waive any automatic forfeiture provisions or apply new restrictions to the RSUs; provided that there shall be no acceleration of vesting of RSUs that would result in the imposition on any person of additional taxes, penalties or interest under Section 409A of the Code or by regulations of the Secretary of the United States Treasury.

(2)	Conversion to Common Stock.

Within five days following the applicable Vesting Date, you will receive a number of shares of Common Stock equal to the number of your vested RSUs (net of any shares of Common Stock withheld or sold on your behalf for Withholding Taxes (as defined below)), and such vested RSUs will terminate. If you have not met your stock ownership guideline requirements at the time of the conversion, you are required to continue to hold the shares of Common Stock received upon conversion of your vested RSUs (net of any shares of Common Stock withheld or sold on your behalf for Withholding Taxes) until your stock ownership guidelines are met. Stock ownership guidelines currently apply to salary grades E1 and above.

The Company will not be required to convert any RSUs to shares of Common Stock upon vesting until the requirements of any federal, state, or foreign securities laws, rules, or regulations or other laws or rules (including the rules of any securities exchange) as may be determined by the Company to be applicable are satisfied.

(3)

Non-Transferability. You may not voluntarily or involuntarily sell, transfer, gift, pledge, assign or otherwise alienate the RSUs or any rights under these Terms, including but not limited to transfers related to estate planning, dissolution of marriage, collection, execution, attachment, and any other voluntary or involuntary transfer. Any attempt to do so contrary to the provisions hereof shall be null and void. Notwithstanding the foregoing, you may, as described in section (16), designate a beneficiary or beneficiaries to exercise your rights and receive any shares of Common Stock issued or any cash paid with respect to the RSUs upon your death.

(4)

No Stockholder Rights. You will not have any rights of a stockholder with respect to the shares of Common Stock issuable under the RSUs, including, but not limited to, voting rights, until the RSUs are converted and you become the record holder of those shares following their issuance after the satisfaction of the Withholding Taxes.

(5)

Dividend Equivalents. You will not receive cash dividends on the RSUs, but instead shall, with respect to each RSU, be entitled to a cash payment from the Company determined on each cash dividend payment date with respect to the shares of Common Stock with a record date occurring at any time following the Grant Date but prior to the issuance of shares of Common Stock with respect thereto in accordance with section (2). Such cash payment shall be equal to the dividend that would have been paid on the share of Common Stock issuable with respect to each RSU had such share been issued and outstanding and entitled to the dividend (“Dividend Equivalents”). Dividend Equivalents shall be accrued and paid in cash at the time the vested RSUs to which they relate are converted to Common Stock. If any RSUs are forfeited, the corresponding cash Dividend Equivalents will also be forfeited.

(6)

Change of Control. Article VII of the Plan will apply to the RSUs and, in the event of a Change of Control, the Committee or the Board of Directors may take such actions as it deems appropriate pursuant to the Plan. Notwithstanding the definitions in Article VII, to the extent required by Section 409A of the Code, a “Change of Control” shall occur only if such event constitutes a “change in control event” as defined under Treas. Reg. Section 1.409A-3(i)(5)(i). Article VII of the Plan shall be administered with respect to the RSUs so that it complies in all respects with Section 409A of the Code and the related regulations.

(7)	Special Forfeiture Provisions.

In the event that your employment terminates due to Retirement, Disability, or with the consent of the Committee before the RSUs are converted to shares of Common Stock, your right to receive shares of Common Stock in exchange for your vested RSUs, if any, shall be subject to the Restrictive Covenants set forth in Attachment A. If it is determined that you have breached the Restrictive Covenants in Attachment A, your outstanding RSUs shall automatically be forfeited. Any determination by the Committee that you breached such Restrictive Covenants shall be final, binding and conclusive.

If you have attained salary grade E3 or above on or after the Grant Date, then, by accepting these Terms, you agree that the RSUs are subject to and conditioned on the terms of any applicable clawback policies approved by the Board or Committee, as in effect from time to time (including, without limitation, the Company’s Executive Incentive Compensation Recoupment Policy, the Incentive Compensation Recovery Policy, or any successor or similar policy), whether approved before or after the Grant Date (as applicable, a “Clawback Policy”). Further, to the extent permitted by applicable law, including without limitation Section 409A of the Code, the RSUs are subject to offset in the event that you have an outstanding clawback, recoupment or forfeiture obligation to the Company under the terms of any applicable Clawback Policy. No RSUs (nor any portion thereof) shall be earned until you have met all the conditions of these Terms, and any clawback, recoupment or forfeiture provisions of any applicable Clawback Policy have been applied.

(8)

Withholding Taxes. The Company will take such actions as it deems appropriate to ensure that all applicable income taxes, employment taxes, social insurance, national insurance and other contributions, levies, payroll taxes, social security, payment on account obligations or other amounts (“Taxes”) required to be collected, withheld or accounted for in connection with the vesting and/or issuance of shares of Common Stock (or other amounts or property) pursuant to the RSUs (“Withholding Taxes”) are withheld or collected from you. As a default method, and unless the Committee determines otherwise, upon conversion of the RSUs to Common Stock, whole shares of Common Stock to be issued upon such conversion will be withheld and their value will be applied to the satisfaction of the Withholding Taxes. In the event the RSUs become subject to Withholding Taxes prior to the conversion date for the RSUs, the Company may use one or a combination of the following methods to satisfy Withholding Taxes (A) reduce the number of your vested RSUs and apply the value of such RSUs to the Withholding Taxes and any additional Taxes created by such withholding, (B) arrange for the sale of such number of shares of Common Stock that would otherwise be deliverable to you (on your behalf and at your direction pursuant to this authorization) as are necessary to cover Withholding Taxes and any additional Taxes created by such sale, (C) withhold payroll amounts due to you and apply them to the Taxes, or (D) require you to deliver a check to the Company in the amount of such Taxes.

(9)	Expenses. Commissions, fees, and other expenses connected with the sale of shares of Common Stock following conversion of the RSUs are payable by you. No commissions or fees are charged for holding the RSUs and shares of Common Stock in the Fidelity brokerage account.

(10)

Procedures. RSUs are currently held and administered through Fidelity. Information regarding your RSU holdings is available via the Internet at _________________ or by calling __________ in the U.S.Toll-free codes for calling from outside the U.S. can be accessed via the Internet at ___________________.

(11)

subject to applicable law and the terms of any employment agreement between you and the Company or a Subsidiary. Nothing herein creates an employment agreement or becomes part of remuneration for purposes of determining other benefits. Receipt of this award does not entitle you to any future awards or other considerations even if the Committee decides to continue making such awards to other employees.

(12)

(13)	Successors and Assigns. The grant of RSUs evidenced by these Terms shall inure to the benefit of and be binding upon the heirs, legatees, legal representatives, successors and assigns of the parties hereto.

(14)

Amendment. These Terms may be amended only by a writing executed by the Company and you that specifically states that it is amending these Terms. Notwithstanding the foregoing, these Terms may be amended solely by the Committee by a writing which specifically states that it is amending these Terms, so long as a copy of such amendment is delivered to you, and provided that no such amendment adversely affecting your rights hereunder may be made without your written consent. Notwithstanding the foregoing, the Committee reserves the right to change, by written notice to you, the provisions of the RSUs or these Terms in any way it may deem necessary or advisable (A) to carry out the purpose of the grant as a result of any change in applicable laws or regulations or any future law, regulation, ruling or judicial decision or (B) to ensure that you are not required to recognize taxable income with respect to your RSUs prior to the time that they are converted into shares of Common Stock and are not subject to any additional taxes, penalties or interest under Section 409A of the Code.

(15)

Conformity with Plan. These RSUs were granted pursuant to Article IV of the Plan and are subject to the provisions of the Plan. Any inconsistencies between these Terms and the Plan shall be resolved in accordance with the provisions of the Plan. By accepting the award, you agree to be bound by all the terms of the Plan and these Terms. The prospectus for the Plan is available at _______________. A paper copy of the prospectus is also available upon request from the Deere & Company Global Compensation, One John Deere Place, Moline, Illinois, 61265-8098 or by contacting the Executive Compensation department at___________@JohnDeere.com. The latest Deere & Company Annual Report and Proxy Statement are available electronically at http://www.deere.com/stock or in hard copy upon request from the Deere & Company Investor Relations.

(16)	Beneficiary. You may at any time name or change the beneficiary or beneficiaries to whom unpaid amounts under the Plan will be paid in the case of your death (to the extent the beneficiary designation is valid under applicable law). Beneficiary designations can be made at _________________.

(17)

Section 409A. This grant of RSUs is intended to comply with the applicable requirements of Section 409A of the Code and shall be administered in accordance with Section 409A of the Code. Notwithstanding anything in these Terms to the contrary, if the RSUs constitute “deferred compensation” under Section 409A of the Code and the RSUs are converted to shares of Common Stock upon your separation from service, payment with respect to the RSUs shall be delayed for a period of six months after your separation from service if you are a “specified employee” as defined under Section 409A of the Code (as determined by the Committee), if required pursuant to Section 409A of the Code. If payment is delayed, the shares of Common Stock shall be distributed within 30 days of the date that is the six-month anniversary of your termination of employment. If you die during the six-month delay, such shares shall be distributed in accordance with your will or under the applicable laws of descent and distribution. Notwithstanding any provision to the contrary herein, payments made with respect to this grant of RSUs may only be made in a manner and upon an event permitted by Section 409A of the Code, and all

payments to be made upon a termination of employment hereunder may only be made upon a “separation from service” as defined under Section 409A of the Code. To the extent that any provision of these Terms would cause a conflict with the requirements of Section 409A of the Code, or would cause the administration of the RSUs to fail to satisfy the requirements of Section 409A of the Code, such provision shall be deemed null and void to the extent permitted by applicable law. For purposes of Section 409A of the Code, each payment hereunder shall be treated as a separate payment, and the right to a series of installment payments under these Terms shall be treated as a right to a series of separate payments. In no event shall you, directly or indirectly, designate the calendar year of payment.

(18)

Electronic Delivery. The Company may deliver any documents related to the RSUs, the Plan or future awards that may be granted under the Plan by electronic means. Such means of electronic delivery include, but are not limited to, the delivery of a link to a Company intranet or the internet site of a third party involved in administering the Plan, the delivery of the documents via e-mail or such other means of electronic delivery specified by the Company. You hereby acknowledge that you have read this provision and consent to the electronic delivery of the documents. You acknowledge that you may receive from the Company a paper copy of any documents delivered electronically at no cost to you by contacting the Company in writing or by telephone. You further acknowledge that you will be provided with a paper copy of any documents if the attempted electronic delivery of such documents fails. Similarly, you understand that you must provide the Company with a paper copy of any documents if the attempted electronic delivery of such documents fails.

(19)

(20)

Grant Acceptance. YOU ACKNOWLEDGE THAT YOU HAVE BEEN PROVIDED AT LEAST 14 DAYS TO REVIEW AND CONSIDER THESE TERMS. YOU MUST ACCEPT THESE TERMS BY DOING SO ON THE FIDELITY ADMINISTRATION WEBSITE (____________________) PRIOR TO THE RSUS BEING CONVERTED TO SHARES OF COMMON STOCK. IF YOU DO NOT ACCEPT THE TERMS AS INSTRUCTED, THIS GRANT WILL AUTOMATICALLY, WITHOUT FURTHER ACTION BY THE COMPANY OR THE COMMITTEE, TERMINATE AND THE RSUS SHALL BE FORFEITED.

ACCEPTANCE OF THESE TERMS CONSTITUTES YOUR CONSENT TO ANY ACTION TAKEN UNDER THE PLAN AND THESE TERMS AND YOUR AGREEMENT TO BE BOUND BY THE COVENANTS AND AGREEMENTS CONTAINED IN ATTACHMENT A HERETO. YOU SHOULD READ ATTACHMENT A CAREFULLY BEFORE DECIDING TO ACCEPT THE AWARD OF RSUS. IF YOU DECIDE NOT TO ACCEPT THIS AWARD YOU WILL FORFEIT THE RSUS AND THE RESTRICTIVE COVENANTS SET FORTH IN ATTACHMENT A WILL NOT APPLY. HOWEVER, YOU WILL CONTINUE TO BE SUBJECT TO ANY RESTRICTIVE COVENANTS WITH RESPECT TO PRIOR OR SUBSEQUENT EQUITY GRANTS AND ANY OTHER RESTRICTIVE COVENANT AGREEMENTS BETWEEN YOU AND THE COMPANY. THERE WILL BE NO OTHER CONSEQUENCES AS A RESULT OF YOUR DECISION NOT TO ACCEPT THIS AWARD.

EX-10.3 4 de-20260201xex10d3.htm EX-10.3

Exhibit 10.3

JOHN DEERE PERFORMANCE STOCK UNITS
TERMS AND CONDITIONS
GRANTED [____________] (“Grant Date”)

Deere & Company Performance Stock Units (“PSUs”) are granted pursuant to the John Deere 2020 Equity and Incentive Plan (“Plan”). These terms and conditions (“Terms”) together with the Plan, contain the terms of your grant. You should read these Terms carefully. Any capitalized terms that are not otherwise defined in these Terms shall have the meaning assigned to them in the Plan.

PSUs are designed as long-term incentives to encourage ownership and focus on stockholder value.

PSUs are common stock equivalents and represent the right to receive an equivalent number of shares of Deere & Company (“Company”) common stock $1 par value per share (“Common Stock”) if and when certain vesting, performance, and retention requirements, as detailed below, are satisfied.

Individual awards are determined by the Deere & Company Board of Directors Compensation Committee (“Committee”).

These Terms include certain restrictive covenants. If you are a resident of Illinois, you have the right to consult an attorney regarding these Terms. If you are a resident of Texas, you acknowledge that in consideration for your employment with the Company, the financial and other benefits you received from that employment, including the PSUs, and/or access to confidential information and/or trade secrets, you are bound by certain restrictive covenant provisions as outlined in these Terms.

Your PSUs are subject to the following provisions:

(1)

Vesting.

General. Except as provided in sections (1)B and (1)C below and subject to your acceptance of these Terms, your PSUs will vest on the third anniversary of the Grant Date (the “Vesting Date”), subject to your continued employment through the Vesting Date. The number of PSUs that vest, if any, will be determined based on the Company’s performance relative to the metrics described in section (4) below, as determined by the Committee in its discretion. The period beginning on the Grant Date and ending on the Vesting Date is referred to as the “Vesting Period”.

Retirement. In the event of your termination of employment due to Retirement during the Vesting Period, subject to sections (7) and (8), the number of PSUs that shall be eligible to vest on the Vesting Date shall be determined as follows:

If your Retirement occurs on or before October 31 of the fiscal year in which the Grant Date occurs (the “Grant Year End”), the prorated portion of your PSUs that shall be eligible to vest shall equal the total number of PSUs, multiplied by the percentage determined by dividing (i) the number of full calendar months that elapsed between the Grant Date and the Retirement date (including the month of Retirement); by (ii) 12. The remainder of PSUs shall be automatically forfeited as of the date of your Retirement.

If your Retirement occurs after the Grant Year End, the total number of PSUs shall be eligible to vest on the Vesting Date.

Disability or Death. In the event of your termination of employment due to Disability or due to death during the Vesting Period, then, subject to sections (7) and (8), the total number of PSUs shall be eligible to vest on the Vesting Date. For purposes of these Terms, “Disability” shall have the meaning assigned to it under the John Deere Long-Term Disability Plan for Salaried Employees or any successor or similar plan of the Company or its Subsidiaries, or if there is no such plan, Disability shall be determined by the Company in its sole discretion, subject to compliance with applicable law.

Other Terminations. Except as provided in sections (1)B and (1)C, and subject to section (7), if you terminate employment with the Company and its Subsidiaries during the Vesting Period, all unvested PSUs held by you at that time shall be automatically forfeited.

In addition, pursuant to section 8.8 of the Plan, any unvested PSUs may be forfeited if you incur a suspension of employment or you are placed on a leave of absence, in either case subject to applicable law.

Notwithstanding the foregoing, the Committee may, in its sole discretion, waive any automatic forfeiture provisions or apply new restrictions to the PSUs; provided that there shall be no acceleration of vesting of PSUs that would result in the imposition on any person of additional taxes, penalties or interest under Section 409A of the Code or by regulations of the Secretary of the United States Treasury.

(2)	Conversion to Common Stock.

Within five days following the Vesting Date, you will receive a number of shares of Common Stock equal to the number of your vested PSUs (net of any shares of Common Stock withheld or sold on your behalf for Withholding Taxes (as defined below)), and such vested PSUs will terminate. If you have not met your stock ownership guideline requirements at the time of the conversion, you are required to continue to hold the shares of Common Stock received upon conversion of your vested PSUs (net of any shares of Common Stock withheld or sold on your behalf for Withholding Taxes) until your stock ownership guidelines are met. Stock ownership guidelines currently apply to salary grades E1 and above.

The Company will not be required to convert any PSUs to shares of Common Stock upon vesting until the requirements of any federal, state, or foreign securities laws, rules, or regulations or other laws or rules (including the rules of any securities exchange) as may be determined by the Company to be applicable are satisfied.

(3)

Non-Transferability. You may not voluntarily or involuntarily sell, transfer, gift, pledge, assign or otherwise alienate the PSUs or any rights under these Terms, including but not limited to transfers related to estate planning, dissolution of marriage, collection, execution, attachment, and any other voluntary or involuntary transfer. Any attempt to do so contrary to the provisions hereof shall be null and void. Notwithstanding the foregoing, you may, as described in section (17), designate a beneficiary or beneficiaries to exercise your rights and receive any shares of Common Stock issued or any cash paid with respect to the PSUs upon your death.

(4)	Performance Metrics.

The number of PSUs that vest on the Vesting Date shall be determined, with 50% of the PSUs to be measured based on the Company’s relative total shareholder return (“TSR”) metric, as described in section (4)(D) (the “Relative TSR Vesting Percentage”), and 50% of the PSUs to be measured based on the Company’s relative revenue growth metric, as described in section (4)(E) (the “Relative Revenue Growth Vesting Percentage”).

The three-year period beginning on the first day of the Company’s fiscal year in which the Grant Date occurred and ending on the final day of the Company’s fiscal year of that three-year period shall be the performance period (the “Performance Period”).

The performance peer group shall be approved by the Committee prior to the start of the Performance Period. The performance peer group as it is comprised on the first day of the Performance Period shall constitute the comparator group for purposes of the measuring the Company’s performance metrics (the “Comparator Group”), subject to the following changes:

In the event of a merger, acquisition, or other business combination transaction of a company in the Comparator Group in which the company in the Comparator Group is the surviving entity and remains publicly traded, the surviving entity shall remain a company in the Comparator Group. Any entity involved in the transaction that is not the surviving company shall no longer be a company in the Comparator Group.

In the event of a merger, acquisition, or business combination transaction of a company in the Comparator Group, or a “going private” transaction or other event involving a company in the Comparator Group, in each case where the company in the Comparator Group is not the surviving entity or is no longer publicly traded, the company shall no longer be a company in the Comparator Group.

Notwithstanding the foregoing, in the event of a bankruptcy, liquidation, or delisting of a company in the Comparator Group, such company shall remain a company in the Comparator Group but shall: (A) be deemed to have a TSR of negative 100% (-100%) for purposes of determining the Relative TSR Vesting Percentage; and (B) be placed at the bottom of the Comparator Group for purposes of determining the Relative Revenue Growth Vesting Percentage.

Relative TSR.

The Relative TSR Vesting Percentage shall be determined based on the Company’s TSR percentile position within the Comparator Group at the end of the Performance Period.

At the end of the Performance Period, the TSR for the Company, and for each company in the Comparator Group, shall be calculated by dividing (i) the Closing Average Share Value (as defined below) for the Performance Period by (ii) the Opening Average Share Value (as defined below) for the Performance Period.

(a)

The term “Closing Average Share Value” for the Performance Period means the Average Stock Price of shares of the relevant company for the 20 trading days ending on the last day of the Performance Period.

(b)

The term “Opening Average Share Value” for the Performance Period means the Average Stock Price of shares of the relevant company for the 20 trading days ending on the day before the first day of the Performance Period.

(c)

The term “Average Stock Price” means the trailing 20-day average price of shares of the relevant company as of the applicable date on the primary securities exchange on which the shares of the relevant company are then listed or quoted for trading as of the close of each business day. The Average Stock Price shall be adjusted for dividends. Dividends shall be assumed to be reinvested in additional shares as of the ex-dividend date.

The Company’s TSR percentile position shall be determined by sequentially ranking each company in the Comparator Group, including the Company, from highest TSR in position 1 to the lowest.

The Company’s TSR percentile within the Comparator Group shall be rounded down to the nearest whole percentile, and will be calculated in the following manner, where N represents the total number of companies in the Comparator Group including the Company and R represents the Company’s ranking within the Comparator Group:

Company’s TSR Percentile Rank =	N – R
	N – 1

Payout Table. The number of PSUs vested and converted to shares of Common Stock can range from zero to two hundred percent of the number of PSUs granted depending on relative performance as described in section (4)(D), according to the following table. Amounts for interim points will be linearly interpolated.

Relative TSR Percentile vs. Comparator Group	Percentage of PSUs Vested
Below 25th percentile	0%
At 25th percentile	25%

At 50th percentile	100%
At or above 75th percentile	200%

Relative Revenue Growth.

The Relative Revenue Growth Vesting Percentage shall be determined based on the Company’s compounded annual growth rate of revenues during the Performance Period relative to the compound annual revenue growth rate for the Comparator Group. Revenue growth for a company in the Comparator Group will be calculated by dividing (i) total net sales and revenues on a consolidated basis as reported (“Revenues”) for the final year of the Performance Period by (ii) Revenues for the year prior to the start of the Performance Period; raising the quotient to the one-third power; then subtracting one from the result. For members of the Comparator Group, Revenues for a year are based on the last four quarters of data available from the Company’s independent data service as of 1 November in the year of the Vesting Date.

Revenue growth for the Company will include net sales and revenues associated with an acquisition or with a business that has been divested.

The Company’s relative revenue growth position shall be determined by sequentially ranking each company in the Comparator Group, including the Company, from highest revenue growth in position 1 to the lowest.

The Company’s relative revenue growth percentile within the Comparator Group shall be rounded down to the nearest whole percentile, and will be calculated in the following manner, where N represents the total number of companies in the Comparator Group including the Company and R represents the Company’s ranking within the Comparator Group:

Company’s Relative Revenue Growth Percentile Rank =	N – R
	N – 1

Payout Table. The number of PSUs vested and converted to shares of Common Stock can range from zero to two hundred percent of the number of PSUs granted depending on relative performance as described in section (4)(E), according to the following table. Amounts for interim points will be linearly interpolated.

Relative Revenue Growth Percentile vs. Comparator Group	Percentage of PSUs Vested
Below 25th percentile	0%
At 25th percentile	25%
At 50th percentile	100%
At or above 75th percentile	200%

(5)

No Stockholder Rights. You will not have any rights of a stockholder with respect to the shares of Common Stock issuable under the PSUs, including, but not limited to, voting rights, until the PSUs are converted and you become the record holder of those shares following their issuance after the satisfaction of the Withholding Taxes.

(6)	Dividend Equivalents. No dividend equivalents with respect to cash dividends shall be paid to you with respect to the PSUs.

(7)

Change of Control Events. Unless the Committee determines otherwise prior to a Change of Control, in the event of a Change of Control, (i) the vesting or forfeiture of the outstanding PSUs will be subject to the terms and conditions of Article VII of the Plan and (ii) in the event of a Qualifying Termination, the PSUs will be cashed out assuming the Company performance metrics applied in section (4) are at target and based on the Change of Control Price measured on the date of the Change of Control.

(8)	Special Forfeiture Provisions.

In the event that your employment terminates due to Retirement, Disability, or with the consent of the Committee before the PSUs are converted to shares of Common Stock, your right to vesting of your outstanding PSUs, if any, shall be subject to the Restrictive Covenants set forth in Attachment A. If it is determined that you have breached the Restrictive Covenants in Attachment A, your outstanding PSUs shall be automatically forfeited. Any determination by the Committee that you breached such Restrictive Covenants shall be final, binding and conclusive.

If you have attained salary grade E3 or above on or after the Grant Date, then, by accepting these Terms, you agree that the PSUs are subject to and conditioned on the terms of any applicable clawback policies approved by the Board or Committee, as in effect from time to time (including, without limitation, the Company’s Executive Incentive Compensation Recoupment Policy, the Incentive Compensation Recovery Policy, or any successor or similar policy), whether approved before or after the Grant Date (as applicable, a “Clawback Policy”). Further, to the extent permitted by applicable law, including without limitation Section 409A of the Code, the PSUs are subject to offset in the event that you have an outstanding clawback, recoupment or forfeiture obligation to the Company under the terms of any applicable Clawback Policy. No PSUs (nor any portion thereof) shall be earned until you have met all the conditions of these Terms, and any clawback, recoupment or forfeiture provisions of any applicable Clawback Policy have been applied.

(9)

(10)	Expenses. Commissions, fees, and other expenses connected with the sale of shares of Common Stock following conversion of the PSUs are payable by you. No commissions or fees are charged for holding the PSUs and shares of Common Stock in the Fidelity brokerage account.

(11)

Procedures. PSUs are currently held and administered through Fidelity. Information regarding your PSU holdings is available via the Internet at _______________ or by calling ___________in the U.S. Toll-free codes for calling from outside the U.S. can be accessed via the Internet at ________________.

(12)

(13)

(14)	Successors and Assigns. The grant of PSUs evidenced by these Terms shall inure to the benefit of and be binding upon the heirs, legatees, legal representatives, successors and assigns of the parties hereto.

(15)

Amendment. These Terms may be amended only by a writing executed by the Company and you that specifically states that it is amending these Terms. Notwithstanding the foregoing, these Terms may be amended solely by the Committee by a writing which specifically states that it is amending these Terms, so long as a copy of such amendment is delivered to you, and provided that no such amendment adversely affecting your rights hereunder may be made without your written consent. Notwithstanding the foregoing, the Committee reserves the right to change, by written notice to you, the provisions of the PSUs or these Terms in any way it may deem necessary or advisable (A) to carry out the purpose of the grant as a result of any change in applicable laws or regulations or any future law, regulation, ruling, or judicial decision, (B) to ensure that you are not required to recognize taxable income with respect to your PSUs prior to the time that they are converted into shares of Common Stock and are not subject to any additional taxes, penalties, or interest under Section 409A of the Code or (C) to exercise the Committee’s discretion to eliminate or decrease the amount of the award as permitted by the Plan.

(16)

Conformity with Plan. These PSUs were granted pursuant to Article III of the Plan and are subject to the provisions of the Plan. Any inconsistencies between these Terms and the Plan shall be resolved in accordance with the provisions of the Plan. By accepting the award, you agree to be bound by all the terms of the Plan and these Terms. The prospectus for the Plan is available at _______________. A paper copy of the prospectus is also available upon request from the Deere & Company Global Compensation, One John Deere Place, Moline, Illinois, 61265-8098 or by contacting the Executive Compensation department at __________@JohnDeere.com. The latest Deere & Company Annual Report and Proxy Statement are available electronically at http://www.deere.com/stock or in hard copy upon request from the Deere & Company Investor Relations.

(17)	Beneficiary. You may at any time name or change the beneficiary or beneficiaries to whom unpaid amounts under the Plan will be paid in the case of your death (to the extent the beneficiary designation is valid under applicable law). Beneficiary designations can be made at ____________.

(18)

Section 409A. This grant of PSUs is intended to be exempt from or comply with the applicable requirements of Section 409A of the Code and shall be administered in accordance with Section 409A of the Code. Notwithstanding anything in these Terms to the contrary, if the PSUs constitute “deferred compensation” under Section 409A of the Code and the PSUs are converted to shares of Common Stock upon your separation from service, payment with respect to the PSUs shall be delayed for a period of six months after your separation from service if you are a “specified employee” as defined under Section 409A of the Code (as determined by the Committee), if required pursuant to Section 409A of the Code. If payment is delayed, the shares of Common Stock shall be distributed within 30 days of the date that is the six-month anniversary of your termination of employment. If you die during the six-month delay, such shares shall be distributed in accordance with your will or under the applicable laws of descent and distribution. Notwithstanding any provision to the contrary herein, payments made with respect to this grant of PSUs may only be made in a manner and upon an event permitted by Section 409A of the Code, and all payments to be made upon a termination of employment hereunder may only be made upon a “separation from service” as defined under Section 409A of the Code. To the extent that any provision of these Terms would cause a conflict with the requirements of Section 409A of the Code, or would cause the administration of the PSUs to fail to satisfy the requirements of Section 409A of the Code, such provision shall be deemed null and void to the extent permitted by applicable law. For purposes of Section 409A of the Code, each payment hereunder shall be treated as a separate payment, and the right to a series of installment payments under these Terms shall be treated as a right to a series of separate payments. In no event shall you, directly or indirectly, designate the calendar year of payment.

(19)

Electronic Delivery. The Company may deliver any documents related to the PSUs, the Plan or future awards that may be granted under the Plan by electronic means. Such means of electronic delivery include, but are not limited to, the delivery of a link to a Company intranet or the internet site of a third party involved in administering the Plan, the delivery of the documents via e-mail or such other means of electronic delivery specified by the Company. You hereby acknowledge that you have read this provision and consent to the electronic delivery of the documents. You acknowledge that you may receive from the

Company a paper copy of any documents delivered electronically at no cost to you by contacting the Company in writing or by telephone. You further acknowledge that you will be provided with a paper copy of any documents if the attempted electronic delivery of such documents fails. Similarly, you understand that you must provide the Company with a paper copy of any documents if the attempted electronic delivery of such documents fails.

(20)

(21)

Grant Acceptance. YOU ACKNOWLEDGE THAT YOU HAVE BEEN PROVIDED AT LEAST 14 DAYS TO REVIEW AND CONSIDER THESE TERMS. YOU MUST ACCEPT THESE TERMS BY DOING SO ON THE FIDELITY ADMINISTRATION WEBSITE (____________) PRIOR TO THE PSUS BEING CONVERTED TO SHARES OF COMMON STOCK. IF YOU DO NOT ACCEPT THE TERMS AS INSTRUCTED, THIS GRANT WILL AUTOMATICALLY, WITHOUT FURTHER ACTION BY THE COMPANY OR THE COMMITTEE, TERMINATE AND THE PSUS SHALL BE FORFEITED.

ACCEPTANCE OF THESE TERMS CONSTITUTES YOUR CONSENT TO ANY ACTION TAKEN UNDER THE PLAN AND THESE TERMS AND YOUR AGREEMENT TO BE BOUND BY THE COVENANTS AND AGREEMENTS CONTAINED IN ATTACHMENT A HERETO. YOU SHOULD READ ATTACHMENT A CAREFULLY BEFORE DECIDING TO ACCEPT THE AWARD OF PSUS. IF YOU DECIDE NOT TO ACCEPT THIS AWARD YOU WILL FORFEIT THE PSUS AND THE RESTRICTIVE COVENANTS SET FORTH IN ATTACHMENT A WILL NOT APPLY. HOWEVER, YOU WILL CONTINUE TO BE SUBJECT TO ANY RESTRICTIVE COVENANTS WITH RESPECT TO PRIOR OR SUBSEQUENT EQUITY GRANTS AND ANY OTHER RESTRICTIVE COVENANT AGREEMENTS BETWEEN YOU AND THE COMPANY. THERE WILL BE NO OTHER CONSEQUENCES AS A RESULT OF YOUR DECISION NOT TO ACCEPT THIS AWARD.

EX-31.1 5 de-20260201xex31d1.htm EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, John C. May, certify that:

I have reviewed this quarterly report on Form 10-Q of Deere & Company;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date:	February 26, 2026	By:	/s/ John C. May
			John C. May
			Chairman and Chief Executive Officer
			(Principal Executive Officer)

EX-31.2 6 de-20260201xex31d2.htm EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Ryan D. Campbell, certify that:

I have reviewed this quarterly report on Form 10-Q of Deere & Company;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date:	February 26, 2026	By:	/s/ Ryan D. Campbell
			Ryan D. Campbell
			President, Worldwide Construction & Forestry and Power Systems, and Chief Financial Officer
			(Principal Financial Officer and Principal Accounting Officer)

EX-32 7 de-20260201xex32.htm EX-32

EXHIBIT 32

STATEMENT PURSUANT TO

18 U.S.C. SECTION 1350

AS REQUIRED BY

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Deere & Company (the “Company”) on Form 10-Q for the period ended February 1, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned hereby certify that to the best of our knowledge:

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


February 26, 2026	/s/ John C. May	Chairman and Chief Executive Officer
	John C. May	(Principal Executive Officer)

February 26, 2026	/s/ Ryan D. Campbell	President, Worldwide Construction & Forestry and
	Ryan D. Campbell	Power Systems, and Chief Financial Officer
		(Principal Financial Officer and Principal
		Accounting Officer)