AGCO CORP /DE — Major Shareholding Notification 2025

Jul 9, 2025

xml version="1.0" encoding="UTF-8"? SCHEDULE 13D/A 0000950157-13-000143 Field: Pseudo-Tag; ID: Name; Data: SRINIVASAN MALLIKA 0001525527 XXXXXXXX LIVE 26 Common Stock 07/07/2025 false 0000880266 001084102 AGCO CORP /DE 4205 RIVER GREEN PKWAY DULUTH GA 30096 Andrew M. Freedman 212-451-2300 Olshan Frome Wolosky LLP 1325 Avenue of the Americas New York NY 10019 Dennis Hranitzky 212-849-7000 Quinn Emanuel Urquhart & Sullivan LLP 51 Madison Avenue, 22nd Floor New York NY 10010 0001621553 N Tractors & Farm Equipment Ltd a WC N K7 0.00 12150152.00 0.00 12150152.00 12150152.00 Y 16.3 CO 0001621526 N TAFE Motors & Tractors Ltd a WC N K7 0.00 3263321.00 0.00 3263321.00 3263321.00 Y 4.4 CO 0001525527 N SRINIVASAN MALLIKA b OO N K7 23713.00 12150152.00 23713.00 12150152.00 12173865.00 N 16.3 IN Common Stock AGCO CORP /DE 4205 RIVER GREEN PKWAY DULUTH GA 30096 Except for the 23,713 shares that Ms. Srinivasan (together with the Companies (as defined below), the "Reporting Persons") holds directly and that were awarded to her under the AGCO Corporation 2006 Long-Term Incentive Plan for her previous services as a director of the Issuer, the source of the funds used by the Reporting Persons to purchase the reported shares, pursuant to the Purchase Plans, was the working capital of Tractors and Farm Equipment Limited ("TAFE") or of TAFE Motors and Tractors Limited ("TAFE Motors and Tractors" and, together with TAFE, the "Companies"). The Reporting Persons paid a total of $585,803,125.51 (exclusive of brokers' commissions and other administrative costs) to purchase the reported shares. Ms. Srinivasan did not pay for the shares that were awarded to her under the AGCO Corporation 2006 Long-Term Incentive Plan. Item 4 of the Schedule 13D is hereby further amended and supplemented by adding the following: Effective July 7, 2025, TAFE and the Issuer executed Amendment No. 4 to the Amended and Restated Letter Agreement, dated April 24, 2019 (the "Letter Agreement"), pursuant to which, the termination date of the Letter Agreement was extended until (i) November 28, 2025 or (ii) the Escrow Deposit Date (as defined in that certain Buyback Agreement, dated June 30, 2025, by and between TAFE and AGCO Holding B.V., which is attached as Exhibit 99.2 to Amendment No. 25 to the Schedule 13D filed by the Reporting Persons on July 1, 2025), whichever first occurs. The foregoing description of Amendment No. 4 to the Letter Agreement is qualified in its entirety by reference to the full text of Amendment No. 4 to the Letter Agreement, which is attached hereto as Exhibit 99.1 and incorporated herein by reference. The aggregate percentage of shares reported owned on this Schedule 13D is based on 74,586,793 shares of Common Stock outstanding as of June 30, 2025, which is the total number of shares of Common Stock outstanding as of June 30, 2025 as confirmed by the Issuer to the Reporting Persons. As of the date hereof (i) TAFE beneficially owned 12,150,152 shares of Common Stock, which constituted approximately 16.3% of the Common Stock outstanding; (ii) TAFE Motors and Tractors beneficially owned 3,263,321 shares of Common Stock, which constituted approximately 4.4% of the Common Stock outstanding; and (iii) Ms. Srinivasan beneficially owned 12,173,865 shares of Common Stock, which constituted approximately 16.3% of the Common Stock outstanding, including the 23,713 shares she holds in her individual capacity. Ms. Srinivasan disclaims beneficial ownership of the Common Stock beneficially owned by each of the Companies, and this report shall not be deemed an admission that Ms. Srinivasan is a beneficial owner of such shares for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934 or for any other purpose. Each of the Companies disclaims beneficial ownership of the 23,713 shares of Common Stock owned directly by Ms. Srinivasan in her individual capacity, and this report shall not be deemed an admission that either of the Companies is a beneficial owner of such shares for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934 or for any other purpose. TAFE Motors and Tractors disclaims beneficial ownership of the 8,886,831 shares of Common Stock purchased on behalf of TAFE under the Purchase Plans, and this report shall not be deemed an admission that TAFE Motors and Tractors is a beneficial owner of such shares for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934 or for any other purpose. A. TAFE 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 12,150,152 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 12,150,152 B. TAFE Motors and Tractors 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 3,263,321 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 3,263,321 C. Mallika Srinivasan 1. Sole power to vote or direct vote: 23,713 2. Shared power to vote or direct vote: 12,150,152 3. Sole power to dispose or direct the disposition: 23,713 4. Shared power to dispose or direct the disposition: 12,150,152 None of the Reporting Persons has entered into any transactions in the securities of the Issuer during the past sixty days. Not applicable Not applicable Item 6 of the Schedule 13D is hereby further amended and supplemented by adding the following: The description of Amendment No. 4 to the Letter Agreement set forth in Item 4 above is incorporated herein by reference. The description of the Amendment No. 4 to the Letter Agreement is qualified in its entirety by reference to the full text of the Amendment No. 4 to the Letter Agreement, which is attached hereto as Exhibit 99.1 and incorporated herein by reference. Item 7 is hereby amended to add the following exhibits: 99.1 - Amendment No. 4 to the Letter Agreement, dated July 7, 2025 Tractors & Farm Equipment Ltd /s/ Andrew M. Freedman Andrew M. Freedman, attorney-in-fact 07/09/2025 TAFE Motors & Tractors Ltd /s/ Andrew M. Freedman Andrew M. Freedman, attorney-in-fact 07/09/2025 SRINIVASAN MALLIKA /s/ Andrew M. Freedman Andrew M. Freedman, attorney-in-fact* 07/09/2025 * This Amendment No. 26 to Statement on Schedule 13D was executed by Andrew M. Freedman as Attorney-In-Fact for Tractors and Farm Equipment Limited, TAFE Motors and Tractors Limited and Mallika Srinivasan, pursuant to the Limited Power of Attorney granted by them, which is included as Exhibit E to Amendment No. 18 to Statement on Schedule 13D filed by the Reporting Persons on August 6, 2024.