[8-K] DEERE & CO Reports Material Event

Rhea-AI Filing Summary

Deere & Co. filed an 8-K reporting a material event that discloses redemption provisions for certain debt securities. The company (or its guarantor) may redeem the Notes in whole, but not in part, at a redemption price equal to 100% of principal plus unpaid interest accrued to, but excluding, the redemption date if specified developments affect Canada or other applicable taxing jurisdictions. The filing references additional legal language in Exhibit 5.1 and notes the communication categories under Rule 14a-12 and pre-commencement communications under Rule 13e-4(c). The item is procedural and describes conditional redemption rights tied to tax or jurisdictional changes.

Positive

• Redemption at 100% of principal protects noteholders from receiving less than par if redemption is triggered
• Clear triggering condition tied to tax/jurisdictional developments provides transparency on issuer rights

Negative

• Issuer's right to redeem only in whole could force investors to reinvest proceeds at potentially lower rates
• Disclosure lacks note sizes, maturities, and specific triggering thresholds, limiting immediate investor assessment

Insights

Debt & Capital Markets Analyst

TL;DR: Notes include a full-call redemption at 100% of principal if certain tax or jurisdictional events occur.

The provision allows the issuer or guarantor to redeem the outstanding Notes in full, not partially, at a price equal to 100% of the principal plus accrued but unpaid interest to the redemption date. This is a contractual protective feature that shifts certain tax or jurisdictional risk-management decisions to the issuer.

The practical impact depends on the size and timing of the affected Notes and whether relevant tax developments actually occur. Investors should review the referenced Exhibit 5.1 for the precise triggering language and any limitations; absent amounts or maturities in the disclosed text, the immediate market impact is unclear.

0000315189falseDEERE & CO0000315189us-gaap:CommonStockMember2025-10-022025-10-020000315189de:Debentures6.55PercentDue2028Member2025-10-022025-10-0200003151892025-10-022025-10-02

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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​	FORM 8-K	​

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report: October 2, 2025

(Date of earliest event reported)

DEERE & COMPANY

(Exact name of registrant as specified in its charter)

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Delaware	​	1-4121	​	36-2382580
(State or other jurisdiction of incorporation)	​	(Commission File Number)	​	(IRS Employer Identification No.)

One John Deere Place

Moline, Illinois 61265

(Address of principal executive offices and zip code)

(309) 765-8000

(Registrant’s telephone number, including area code)

___________________________________________________

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

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Title of each class	​	Trading symbol	​	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

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

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Item 8.01Other Events.

On October 2, 2025, Deere Funding Canada Corporation (the “Issuer”) agreed to sell $500,000,000 aggregate principal amount of 4.150% Notes due October 9, 2030 (the “Notes”). The Issuer is an indirect, wholly owned subsidiary of Deere & Company (the “Guarantor”). The Notes will be fully and unconditionally guaranteed (the “Guarantee” and, together with the Notes, the “Securities”) on a senior unsecured basis by the Guarantor. The Guarantee will be the Guarantor’s senior unsecured obligation and will rank equally in right of payment with all of the Guarantor’s other senior unsecured indebtedness from time to time outstanding. In connection with the issuance and the sale of the Securities, on October 2, 2025, the Issuer and the Guarantor entered into a terms agreement (the “Terms Agreement”) with Goldman Sachs & Co. LLC, MUFG Securities Americas Inc., RBC Capital Markets, LLC and TD Securities (USA) LLC, as representatives of the underwriters named therein. Interest on the Notes is payable on April 9 and October 9 of each year, beginning on April 9, 2026. The Notes are unsecured and have the same rank as the Issuer’s other unsecured and unsubordinated debt. The foregoing description of the Terms Agreement is qualified in its entirety by reference to the text of the Terms Agreement, a copy of which is filed herewith as Exhibit 1.1.

The Securities were issued pursuant to an Indenture, dated as of June 15, 2020, among the Issuer, the Guarantor and The Bank of New York Mellon. The Issuer may redeem the Notes in whole or in part, upon at least 15 days’ notice but not more than 45 days’ notice, at any time prior to maturity at the applicable redemption price described in the Final Prospectus Supplement dated October 2, 2025 (the “Final Prospectus Supplement”), as filed with the Securities and Exchange Commission (the “SEC”) on October 3, 2025. In addition, the Issuer or the Guarantor may redeem the Notes in whole, but not in part, at its option, at a redemption price equal to 100% of the principal amount thereof plus unpaid interest accrued to, but excluding, the redemption date, in the event of certain developments affecting Canada or other applicable taxing jurisdictions.

The Securities were registered under the Securities Act of 1933, as amended, pursuant to the Issuer’s and Guarantor’s Registration Statement on Form S-3 (Registration No. 333-273045), as filed with the SEC on June 30, 2023. The Issuer and the Guarantor have filed with the SEC a Preliminary Prospectus Supplement dated October 2, 2025, a Free Writing Prospectus dated October 2, 2025, and the Final Prospectus Supplement in connection with the public offering of the Securities.

The form of the Notes is filed as Exhibit 4.1 to this Current Report on Form 8-K. A copy of the opinion of Kirkland & Ellis LLP, counsel to the Issuer and the Guarantor, relating to the legality of the Notes, is filed as Exhibit 5.1 to this Current Report on Form 8-K. A copy of the opinion of Borden Ladner Gervais LLP, Canadian counsel to the Issuer, relating to the legality of the Notes, is filed as Exhibit 5.2 to this Current Report on Form 8-K. The Issuer and the Guarantor incorporate by reference the exhibits filed herewith into the Registration Statement pursuant to which the Securities are registered.

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Item 9.01Financial Statements and Exhibits.

(d)Exhibits

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Number	Description of Exhibit
1.1	Terms Agreement, dated October 2, 2025, among the Issuer, the Guarantor, and Goldman Sachs & Co. LLC, MUFG Securities Americas Inc., RBC Capital Markets, LLC and TD Securities (USA) LLC, as representatives of the underwriters named therein
4.1	Form of 4.150% Note due 2030
5.1	Opinion of Kirkland & Ellis LLP
5.2	Opinion of Borden Ladner Gervais LLP
23.1	Consent of Kirkland & Ellis LLP (contained in Exhibit 5.1)
23.2	Consent of Borden Ladner Gervais LLP (contained in Exhibit 5.2)
104	Cover Page Interactive Data File (the cover page XBRL tags are imbedded in the Inline XBRL document)

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Signature

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 hereunto duly authorized.

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​	DEERE & COMPANY
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​	By:	/s/ Kellye L. Walker
​	​	Kellye L. Walker
​	​	Senior Vice President & Chief Legal Officer, Global Law Services & Regulatory Affairs
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Dated: October 9, 2025	​	​

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FAQ

What redemption right did Deere & Co. disclose in the 8-K (DE)?

The company disclosed an option for the issuer or guarantor to redeem the Notes in whole, but not in part, at a redemption price equal to 100% of principal plus unpaid interest accrued to (but excluding) the redemption date if certain developments affect Canada or other taxing jurisdictions.

Does the 8-K state when the redemption can be triggered?

The filing states redemption can occur upon specified developments affecting Canada or other applicable taxing jurisdictions; the precise triggering language is in Exhibit 5.1.

Will partial redemptions be allowed under this provision?

No. The disclosure says the Notes may be redeemed in whole, but not in part under the described conditions.

What cash payment will holders receive if the Notes are redeemed under this provision?

Holders would receive 100% of principal plus any unpaid interest accrued to, but excluding, the redemption date.

Does the 8-K include details on the amount or maturity of the affected Notes?

No. The provided excerpt does not state note sizes, maturities, or issuance dates; investors should consult the full exhibit for those details.