Deere & Company filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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CURRENT REPORT
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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
Number | Description of Exhibit |
1.1 | |
4.1 | |
5.1 | |
5.2 | |
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.
DEERE & COMPANY | ||
By: | /s/ Kellye L. Walker | |
Kellye L. Walker | ||
Senior Vice President & Chief Legal Officer, Global Law Services & Regulatory Affairs | ||
Dated: October 9, 2025 | ||
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