DEERE & CO DE

31% shingled-prose overlap between the two filings.

2025: 82,622 chars · 2026: 81,742 chars

• Committee Report:58% overlap (539 → 647 chars)
• Pay Ratio (Item 402(u)):85% overlap (1,789 → 1,915 chars)
• Say-on-Pay proposal:100% overlap (368 → 368 chars)

• changedThe following section provides a detailed description of our compensation programs, including the underlying philosophy and strategy, the specific metrics, the relationship between our performance and compensation earned deliveredin fiscal 2025, 2024,and the Board’s and the Committee’s methodology and processes used to make compensation decisions.
• changedFor fiscal 2025, 2024,our NEOs were as follows:
• new​ ​ ​John C.
• new​ ​ ​ ​ ​Ryan D.
• newCampbell​Rajesh Kalathur​Deanna M.
• changedKovarPresident, ReedPresident,Worldwide Construction & Forestry and Power Systems​President, John Deere Financial, and Chief Information Officer​President, Worldwide Agriculture & Turf Division: Division,Production & Precision Ag, Sales and Marketing Regions of the Americas and Australia
• new​​342026 PROXY STATEMENT
• changed​​​​​​​​​​​​​PROXY SUMMARY ​ ​PROPOSAL PROPOSAL1: ELECTION OF DIRECTORS ​ ​PROPOSAL PROPOSAL2: ADVISORY VOTE ON EXECUTIVE COMPENSATION ​ ​PROPOSAL PROPOSAL3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ​ ​OTHER OTHERMATTERS FOR VOTE ​ ​ADDITIONAL ADDITIONALINFORMATION ​ ​APPENDICES APPENDICES
• newBusiness strategy overview
• newDeere & Company is a global leader in the production of agricultural, turf, construction, and forestry equipment, delivering intelligent, connected machines and technology solutions that enhance productivity, sustainability, and profitability across industries.
• newGuided by our Smart Industrial Operating Model, Deere integrates precision technologies and data-driven insights to help customers meet the growing needs—for food, fuel, clothing, and infrastructure.
• newAt John Deere, our business is powered by the ingenuity and dedication of our global workforce, united in our purpose to deliver exceptional value to customers and shareholders.
• newWhile our markets are inherently cyclical—shaped by macroeconomic forces and the variability of agriculture and commodity-based industries—we remain focused on driving sustainable growth and continuous improvement.
• newOur Smart Industrial Operating Model is designed for resiliency across business cycles, emphasizing operational excellence, disciplined capital allocation, and technology-driven solutions to unlock productivity, profitability, and sustainability for our customers.
• newOur business strategy emphasizes achieving superior operating and financial performance throughout business cycles, with core objectives to:
• new​​​​​​​ ​ ​Maintain structurally strong margins through disciplined execution across all phases of the business cycle​ ​ ​Manage capital allocation to deliver solid returns on assets across business cycles​ ​ ​Pursue long-term growth through innovation and investment, while navigating short-term market variability with resilience​ ​ ​Deliver long-term shareholder value growth
• newLEAP AMBITIONS
• newIn 2022, we introduced our Leap Ambitions, a set of focused goals designed to guide the implementation of our Smart Industrial Operating Model.
• newThese Leap Ambitions are built upon a foundation of product quality and manufacturing excellence, supported by a best-in-class dealer channel, and enabled by employees dedicated to solving some of the world’s most important problems.
• newTo build on our accomplishments and lay the foundation for sustained growth as we move toward 2030, in December 2025 we refined our Leap Ambitions.
• newIn the past few years, we have enhanced integration of the Leap Ambitions with our executive compensation program through emphasis on OROS in the STI calculation and retaining OROA as the metric with the greatest weighting in the STI calculation in fiscal 2025.
• newOUR EXECUTIVE COMPENSATION PHILOSOPHY: PAY FOR PERFORMANCE
• newDeere’s executive compensation programs are grounded in our pay-for-performance philosophy, aligning leadership incentives with business results, shareholder outcomes and company strategy.
• newOur short-term and long-term variable pay programs are designed to reward performance relative to key metrics, promoting operational excellence and strategic execution while recognizing the cyclical nature of our industry.
• newOur compensation programs consist of complementary elements that reward achievement of both short-term and long-term objectives, including the creation of shareholder value.
• newWith a significant portion of compensation delivered in equity, our programs promote a long-term focus and sustained value creation.
• newFor more detail on the structure and components of our compensation programs, please refer to the “Direct Compensation Elements” section of this Proxy Statement.
• new​​2026 PROXY STATEMENT35
• newWe review our compensation peer group annually and position target annual compensation at approximately the 50th percentile versus the market, with consideration for each NEO’s individual experience and performance as appropriate.
• newAs illustrated in the table below, we believe our incentive programs reinforce the business strategy objectives outlined above through relevant compensation metrics in both our short- and long-term incentive programs.
• new​Type of CompensationMetric​​​Alignment with Business StrategyShort-Termshort-term incentive (known within Deere as STI)Operating Return on Operating Assets (OROA)(1)​​Return on capital and assets through disciplined asset management and capital allocationOperating Return on Sales (OROS)(1)​​Profitability through operating margin focusReturn on Equity (ROE)(1)​​Return on equity through efficient use of equityLong-Termlong-term Incentive(known within Deere as LTI)Relative Revenue Growth(2)​​Sustained growth outperformanceRelative Total Shareholder Return (rTSR)(3)​​Comparative TSR outperformance​​​​​​​
• new(1)Refer to the “Compensation Metrics Summary for Performance Period Ended 2025” below for a definition of this measure.
• new(2)Based on Deere’s annualized revenue growth rate as compared to the performance peer group, as described in further detail below.
• new(3)Based on Deere’s three-year total shareholder return as compared to the performance peer group, as described in further detail below.
• changedCOMPENSATION METRICS METRICPERFORMANCESUMMARYFOR PERFORMANCE PERIOD ENDED 2025 2024
• newDeere’s incentive programs are designed to reinforce our pay-for-performance philosophy by focusing leaders on the operational and financial outcomes most critical to our strategy.
• newDespite market headwinds, Deere delivered strong execution and demonstrated operational resilience in fiscal 2025.
• newStructural improvements driven by our Smart Industrial Operating Model enhanced profitability and enabled continued investment in technology and connectivity solutions.
• newMoreover, actions such as inventory reductions and disciplined production management position Deere to respond when demand rebounds and to continue delivering long-term value.
• newDeere operates in a cyclical industry influenced by various factors such as commodity prices, acreage planted, crop yields, government policies, and uncertainty in macroeconomic trends.
• newThe years 2009 and 2016 marked prior points in the business cycle similar to 2025.
• newIn fiscal 2025, Deere’s performance on the compensation metrics that drive payouts under our short- and long-term incentive programs surpassed the results achieved in both 2009 and 2016.
• newWe believe that the structurally improved nature of our business contributed to above-target payout levels for OROA and OROS.
• newSpecifically, fiscal 2025 OROA performance exceeded 2009 and 2016 levels by more than 40%, while OROS outperformed those same periods by over 58%.
• newSimilarly, financial services delivered the attainment of maximum payout levels for ROE in 2025 with ROE exceeding 2009 and 2016 performance by over 20%.
• newFor fiscal 2025, the shareholder value added (SVA) metric also exceeded the performance in both 2009 and 2016 by more than 400%.
• newHowever, for the final cycle of the Long-Term Incentive Cash (LTIC) plan, despite exceeding the maximum for the primary metric, three-year accumulated SVA, the below-threshold relative TSR resulted in a reduction of the LTIC payout, underscoring the alignment with shareholder experience and the alignment of pay and performance.
• new​​362026 PROXY STATEMENT
• newOur fiscal 2025 compensation metric results were as follows:
• new​​​​​​​​​​​​​​​​​​​​​​​​​EQUIPMENT OPERATIONSOROA(1)​​EQUIPMENT OPERATIONSOROS(2)​​FINANCIAL SERVICESROE(3)​​SHAREHOLDERVALUE ADDED(4)(MILLIONS)​​21.7%​​12.6%​​12.5%​​$2,397​​​​​​​​​​​​​
• changed(1)OROA isanon-GAAPmeasurethatis calculated by dividing the operating profit from equipment operations, which excludes the financial services segment, by the average identifiable assets of the equipment operations, with inventories at standard cost (believed to more closely approximate the current cost of inventory and the company’s investment in the asset).
• newOperating profit is net income before interest income, interest expense, pension and other post-employment benefits (OPEB), corporate expenses (which includes certain foreign exchange gains and losses, certain investment income, and certain corporate administrative and general expenses), and income taxes.
• changed(2)OROS isanon-GAAPmeasurethatis calculated by dividing the operating profit from the equipment operations operations,whichexcludesthefinancialservicessegment,by the net sales of the equipment operations.
• changed(4)SVA (2)SVAisanon-GAAPmeasurethatmeasures earnings in excess of our cost of capital, or the pretax profit left over after subtracting the cost of enterprise capital.
• newFiscal 2025 Short-Term Incentive Payouts
• newOur short-term incentive (STI) program centers on OROA and OROS—metrics selected for their ability to drive disciplined asset management and margin performance.
• newFor fiscal 2025, we increased the performance required to achieve funding at any given point in the business cycle, demonstrating a commitment to rigorous performance standards.
• newWith continued challenges in market demand levels as noted above, fiscal 2025 represented a trough year, or below 80% of a mid-cycle, and performance against the corresponding goal ranges are noted in the table below.
• newBased on the structurally improved nature of our business and the team’s outstanding focus and customer commitment, overall STI performance was 160.8% of target.
• new2025 STI PAYOUT​​​​​​​​​Performance Metric OROA​​OROS​​ROE​​​​​​​​​Performance Result121.7%​​200.0%​​200.0%​​​​​​Weighting50%​​40%​​10%​​​​​​​​60.8%80.0%20.0%​​​​​​​​​Overall Payout 160.8% of target​
• new​​2026 PROXY STATEMENT37
• newFiscal 2025 Period-Ending Long-Term Incentive Payouts
• newDeere continues to deliver strong TSR performance, outperforming the fiscal 2025 performance peer group’s median, which is a subset of the S&P 500 Industrials, in the five- and ten-year periods, and the S&P 500 in the ten-year period.
• new​​​TOTAL SHAREHOLDER RETURN (TSR)​​​​​​
• newPerformance results for Deere’s long-term incentive plans closing in fiscal 2025 reflect differentiated outcomes across plan components.
• newThe final performance period of the Long-Term Incentive Cash (LTIC) plan, while not part of the fiscal 2025 LTI awards, concluded at the end of the year.
• newThe LTIC plan was based on cumulative SVA, which measures the company’s ability to generate returns above its cost of capital.
• newFor the fiscal 2023 through fiscal 2025 performance period, SVA totaled $17.09 billion against a goal of $7.49 billion, supporting a maximum payout of 200%.
• newHowever, the relative total shareholder return (rTSR) modifier—based on Deere’s percentile ranking versus its performance peer group (made up of a subset of the S&P 500 Industrials as described in the “Performance Peer Group” discussion in the Compensation Determination Methodology and Process section below) was at the 23rd percentile—which reduced the final payout by 25% to 150%, more closely aligning the result with shareholder experience.
• newIn contrast, the performance stock unit (PSU) component of Deere’s Long-Term Incentive (LTI) program, which measures relative revenue growth against the same performance peer group, did not meet the threshold for payout.
• newStarting from fiscal 2022 revenue of $52.6 billion and ending fiscal 2025 revenue at a trough level in the cycle of $45.7 billion, Deere’s relative revenue growth fell below the 25th percentile of the performance peer group.
• newAs a result, there is no payout for the PSU award for the performance period ending in fiscal 2025, reinforcing the rigor of Deere’s performance standards and the alignment of compensation outcomes with strategic, business, and financial results.
• new​​​​​​​​​​​​​​​​​​​2023-2025 LTIC PAYOUT​​2023-2025 LTI PAYOUT​​​​​​​​​​​​​
• new​​382026 PROXY STATEMENT
• changedKEY ASPECTS of the 2025 2024Compensation program
• changedTotal compensation for our CEOandNEOs for fiscal 2025 2024consisted of base salary, aSTI award, and aLTI equity award.
• changedMajority of CEO and OTHER NEOs’ NEOTotal Compensation was Performance-BAsed
• changedApproximately 92% of our CEO’s 2025 2024target total compensation was variable and at-risk, and 54% was performance-based compensation. compensation(intheformofSTIandPSUsintheLTIaward).
• changedThe table below shows the CEO’s target total direct compensation for fiscal 2025, 2024,made up of base salary, STI, and base LTI in the form of PSUs, stock options, and restricted stock units (RSUs), illustrating the high proportion that is performance-based.
• changed​​​​​​​​​​Performance-Based​​2025 ​​​​​​​​​​Performance-Based​​2024CEO Target Total Direct CompensationSalarySTI TargetLTI Target PSUs LTI Target Stock Options LTI Target RSUs TotalJohn C. May$1,664,004$3,328,008$7,400,000$3,700,000$3,700,000$19,792,012%ofLTI​​50%25%25%​%OfOverallTotal8%17%37%19%19%100%

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