AGCO (AGCO) S-3ASRAutomatic shelf registration

This prospectus is part of a Registration Statement on Form S-3 that we filed with the Securities and Exchange Commission, or “SEC,” using the “shelf” registration process. By using a shelf registration statement, we may offer and sell, from time to time, in one or more offerings, the securities described in the applicable prospectus supplement.

You should rely only on the information contained in or incorporated by reference into this prospectus and the applicable prospectus supplement. We have not authorized anyone to provide you with different information. This document may only be used where it is legal to sell the securities. You should not assume that the information contained in this prospectus or in any prospectus supplement is accurate as of any date other than its date regardless of the time of delivery of the prospectus or prospectus supplement or any sale of the securities.

This prospectus includes trademarks, service marks and trade names owned by us or other companies. All trademarks, service marks and trade names included in this prospectus are the property of their respective owners.

We urge you to read carefully both this prospectus and the prospectus supplement accompanying this prospectus, together with the information incorporated herein by reference as described under the heading “Where You Can Find Additional Information” and “Information Incorporated by Reference,” before deciding whether to invest in any of the securities being offered.

This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by reference to the actual documents. Copies of some of the documents referred to herein have been filed or will be filed or incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below in the section entitled “Where You Can Find More Information” and “Information Incorporated by Reference.”

Unless we otherwise indicate or unless the context requires, references in this prospectus to “AGCO,” “we,” “us” and “our” are to AGCO Corporation and its subsidiaries. The term “you” refers to a prospective investor.

Our principal executive offices are located at 4205 River Green Parkway, Duluth, Georgia 30096. Our phone number is (770) 813-9200.

We have filed with the SEC a registration statement on Form S-3 under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the securities offered by this prospectus and the applicable prospectus supplement. This prospectus and the applicable prospectus supplement do not contain all of the information set forth in the registration statement and its exhibits and schedules in accordance with SEC rules and regulations. For further information with respect to us and the securities being offered by this prospectus and the applicable prospectus supplement, you should read the registration statement, including its exhibits and schedules. Statements contained in this prospectus and the applicable prospectus supplement, including documents that we have incorporated by reference, as to the contents of any contract or other document referred to are not necessarily complete, and, with respect to any contract or other document filed as an exhibit to the registration statement or any other such document, each such statement is qualified in all respects by reference to the corresponding exhibit. You should review the complete contract or other document to evaluate these statements. You may obtain copies of the registration statement and its exhibits via the SEC’s EDGAR database or our website.

The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements and other information regarding issuers, including us, that file electronically with the SEC.

The SEC allows us to “incorporate by reference” into this prospectus the information we file with it. This means that we can disclose important information to you by referring you to those documents. The information we incorporate by reference is considered a part of this prospectus, and later information we file with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below:

In addition, we will incorporate by reference all documents filed pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than any portions of the respective filings that were furnished, after the date of this prospectus and prior to the termination of this offering; provided, however, that we are not incorporating any information furnished under Item 2.02 or Item 7.01 of any Current Report on Form 8-K (including any financial statements or exhibits relating thereto furnished pursuant to Item 9.01) or other applicable SEC rules.

You may obtain any of the documents incorporated by reference through the SEC or the SEC’s website as described above. You may also obtain copies of these documents, other than exhibits (unless we have specifically incorporated that exhibit by reference into the filing) , free of charge by contacting our Secretary at our principal offices, which are located at 4205 River Green Parkway, Duluth, Georgia 30096, and our telephone number is (770) 813-9200.

We intend to use the net proceeds from the sale of any securities offered under this prospectus for general corporate purposes unless otherwise indicated in the applicable prospectus supplement. General corporate purposes may include the acquisition of companies or businesses, repayment and refinancing of debt, working capital and capital expenditures. We have not determined the amount of net proceeds to be used specifically for such purposes. As a result, management will retain broad discretion over the allocation of net proceeds.

The following description of our capital stock is based on our Amended and Restated Certificate of Incorporation (“Certificate of Incorporation”) and Amended and Restated By-Laws (“By-Laws”), and applicable provisions of law. We have summarized certain portions of our Certificate of Incorporation and By-Laws below. The summary is not complete and is subject to, and is qualified in its entirety by, our Certificate of Incorporation and our By-laws, each of which is filed as an exhibit to the registration statement of which this prospectus is a part, and the applicable provisions of the Delaware General Corporation Law (“DGCL”). You should read our Certificate of Incorporation, By-Laws, and the applicable provision of the DGCL for additional information.

Our authorized capitalization consists of 150,000,000 shares of common stock, having a par value of $.01 per share, and 1,000,000 shares of preferred stock, having a par value of $.01 per share.

As of February 20, 2024, there were 74,617,874 shares of common stock issued and outstanding and no shares of preferred stock issued and outstanding.

Unless otherwise provided in the applicable prospectus supplement, the indentures will not contain provisions that afford holders of the debt securities protection in the event of a highly leveraged transaction involving AGCO Corporation or its subsidiaries.

Any senior debt securities will constitute senior unsecured and unsubordinated indebtedness of AGCO Corporation and will rank equally in right of payment with all other existing and future senior unsecured and unsubordinated indebtedness of AGCO Corporation. Except as may be described in an applicable prospectus supplement, the senior indenture will not limit AGCO Corporation or its subsidiaries from issuing any other secured or unsecured debt.

Any subordinated debt securities will be subordinate and junior in right of payment to certain other indebtedness of AGCO Corporation to the extent described in the applicable prospectus supplement. Except as may be described in an applicable prospectus supplement, the subordinated indenture will not limit AGCO Corporation or its subsidiaries from issuing any other secured or unsecured debt.

Debt securities offered by us may be guaranteed by one or more of the guarantor subsidiaries. The guarantor subsidiaries are named as co-registrants in the registration statement of which this prospectus is a part. Any guarantee of debt securities offered by us will be set forth in the applicable indenture or a related supplemental indenture and described in an applicable prospectus supplement. References herein to a “Guarantor” with respect to any series of debt securities refer to a guarantor subsidiary that has issued a guarantee with respect to such series of debt securities.

Unless we provide otherwise in the prospectus supplement applicable to a particular series of debt securities, the following will be events of default under indentures with respect to any series of debt securities that we may issue:

We will describe in the applicable prospectus supplement any additional events of default relating to the relevant series of debt securities. The trustee may withhold notice to the holders of any series of debt securities of any default, except defaults in payment of principal, premium, if any, or interest on the applicable series of debt securities. However, the trustee must consider it to be in the interest of the holders of the debt securities to withhold this notice.

If an event of default with respect to any series of debt securities occurs and continues, the trustee or the holders of at least 25% in principal amount of the outstanding debt securities of that series may by written notice to us (and to the trustee if such notice is given by the holders) declare the principal, premium, if any, and accrued interest, if any, on the outstanding debt securities of such series to be immediately due and payable. In case of an event of default relating to certain events of bankruptcy, insolvency or reorganization, the principal of and accrued interest, if any, on each series of debt securities will automatically become due and payable. However, if we cure all defaults, except the nonpayment of principal, premium, if any, or interest, if any, that became due as a result of the acceleration, and meet certain other conditions, with certain exceptions, this declaration may be cancelled and the holders of a majority of the principal amount of the affected series of debt securities may waive these past defaults.

Subject to the terms of the indentures, if an event of default under an indenture shall occur and be continuing, the trustee will be under no obligation to exercise any of its rights or powers under such indenture at the request or direction of any of the holders of the applicable series of debt securities, unless such holders have offered the trustee reasonable indemnity or security satisfactory to it against any loss, liability or expense. The holders of a majority in principal amount of the outstanding debt securities of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee, or exercising any trust or power conferred on the trustee, with respect to the debt securities of that series, provided that:

No holder of a series of debt securities may pursue any remedy under the applicable indenture, except in the case of a default in the payment of principal, premium, if any, or interest on such series of debt securities, unless:

We will periodically file statements with trustee regarding our compliance with specified covenants in the indentures.

The indentures may be modified or amended by us and the trustee with the written consent of the holders of a majority in principal amount of the outstanding debt securities of each series that is affected. However, subject to the terms of the indenture for any series of debt securities that we may issue or as otherwise described in the prospectus supplement applicable to a particular series of debt securities, a modification or amendment requires the consent of the holder of each outstanding debt security affected if it would:

We are permitted to modify certain provisions of the applicable indenture without the consent of the holders of the debt securities.

The indentures provide that we may be discharged from our obligations with respect to a particular series of debt securities as described below.

We may sell the securities covered by this prospectus from time to time in one or more of the following ways:

We, directly or through underwriters, dealers or agents, may offer and sell the securities covered by this prospectus in one or more transactions:

Underwriters, dealers or agents may be paid compensation for offering and selling the securities. That compensation may be in the form of discounts, concessions, or commissions to be received from us or from the purchasers of the securities. We will identify the specific plan of distribution, including any underwriters, dealers or agents and their compensation in a prospectus supplement.

The applicable prospectus supplement will set forth whether or not an underwriter may engage in stabilizing transactions, over-allotment transactions, syndicate covering transactions, and penalty bids. We may enter into agreements to indemnify underwriters, dealers and agents who participate in the distribution of securities against certain liabilities, including liabilities under the Securities Act.

Our common stock is listed on the New York Stock Exchange under the symbol “AGCO.” Each series of preferred stock, debt securities, warrants, purchase contracts and units will be a new issue of securities and will have no established trading market. If we decide to seek a listing of any of these other securities offered by this prospectus, the applicable prospectus supplement will disclose the exchange or market on which such securities will be listed or where we have made an application for listing, as the case may be.

Subject to the foregoing and provided that service of process occurs in accordance with applicable treaties, investors may be able to enforce in the Netherlands, judgments in civil and commercial matters obtained from U.S. federal or state courts. However, no assurance can be given that such judgments will be enforceable. In addition, it is doubtful whether a Dutch court would accept jurisdiction and impose civil liability in an original action commenced in the Netherlands and predicated solely upon U.S. federal securities laws.

A Dutch court may reduce the amount of damages granted by a U.S. court and recognize damages only to the extent that they are necessary to compensate actual losses and damages.

AGCO International GmbH has been advised by its legal advisors that the United States and Switzerland do not currently have a treaty providing for reciprocal recognition of and enforcement of judgments in civil and commercial matters. The recognition and enforcement of a judgment of the courts of the United States in Switzerland is governed by the principles set forth in the Swiss Federal Act on Private International Law. This statute provides in principle that a judgment rendered by a non-Swiss court may be enforced in Switzerland only if:

The enforceability of rights, claims and remedies and an enforcement of a respective foreign judgment in Switzerland may be limited by applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally (including, but not limited, to the limitation that a guarantee if granted during hardening periods can generally be challenged under avoidance rules) and to any laws generally applicable in respect of invalidation or revision of contract terms, including contract terms which may be deemed to be unfair in view of circumstances prevailing at the time of enforcement, laws or equitable principles of

The following table sets forth the estimated costs and expenses, other than underwriting discounts, payable by the registrant in connection with the offering of the securities being registered.

AGCO Corporation and Massey Ferguson Corp. are Delaware corporations. Reference is made to Section 145 of the Delaware General Corporation Law, as amended (the “DGCL”), which provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at its request in such capacity of another corporation or business organization against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interest of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe that such person’s conduct was unlawful. A Delaware corporation may indemnify officers and directors in any action by or in the right of a corporation under the same conditions, except that no indemnification is permitted without judicial approval if the officer or director is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him against the expenses (including attorneys’ fees) that such officer or director actually and reasonably incurred.

Reference is also made to Section 102(b)(7) of the DGCL, which permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL (having to do with unlawful payment of dividends or unlawful stock purchase redemptions) or (iv) for any transaction from which the director derived an improper personal benefit.

The certificate of incorporation of AGCO Corporation provides for the elimination of personal liability of a director for breach of fiduciary duty as permitted by Section 102(b)(7) of the DGCL and the

The GSI Group, LLC is a Delaware limited liability company. Under Section 108 of the Delaware Limited Liability Company Act, a limited liability company may indemnify and hold harmless its members, managers and any other person from and against any and all claims and demands whatsoever, subject to any standards and restrictions set forth in the limited liability company agreement of the limited liability company.

The amended and restated limited liability company agreement of The GSI Group, LLC (the “GSI Operating Agreement”) provides for the exculpation of directors and officers for any acts or omission taken or omitted by a director or officer in the reasonable belief that such act or omission is in or not contrary to the best interests of The GSI Group, LLC and is within the scope of authority granted to such director or officer in the GSI Operating Agreement, provided such act or omission does not constitute fraud, willful misconduct , bad faith or gross negligence. The GSI Operating Agreement also provides for indemnification of directors and officers from and against any and all losses, claims, demands, liabilities, expenses, judgements, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, or investigative, in which the director or officer may be involved, or threatened to be involved, as a party or otherwise, by reason of its management of the affairs of The GSI Group, LLC or its property, business or affairs.

AGCO Corporation has directors and officers liability insurance that insures the directors and officers of AGCO Corporation against certain liabilities.

The amended and restated articles of association of AGCO International Holdings B.V. (the “Articles”) do not contain an explicit provision under which any director is indemnified in any manner against any liability that he or she may incur in his or her capacity as such. However, the Articles state that the granting of discharge to the directors for their management during the past financial year must be on the agenda for the annual general meeting that takes place within six months after the end of the financial year, unless the deadline for the preparation of the financial statements has been extended. The Articles further state that the general meeting determines the remuneration policy and other conditions that apply to the directors. Also, the directors must act in accordance with the instructions of the general meeting, which concern the general outline of the financial, social, economic and personnel policy, as well as the policy in the areas of marketing, environment, and sustainable cooperation.