DEERE & CO

Corporate Governance

International

Message from Our CHAIRMAN
and LEAD director

January 14, 2026

Dear Fellow Shareholders,

On behalf of the Board of Directors and the senior management team, we are pleased to invite you to join Deere & Company’s Annual Meeting of Shareholders, which will be held virtually on Wednesday, February 25, 2026 at 10 a.m. Central Standard Time (CST). You may join at virtualshareholdermeeting.com/DE2026.

At this meeting, you will have a chance to vote on the matters set forth in the accompanying Proxy Statement. We will also report on our business and provide an opportunity for shareholders to ask questions.

Since 1837, John Deere has been committed to supporting work essential for everyday life. Driven by our higher purpose—We run so life can leap forward—we help customers meet the growing needs for food, fuel, clothing, and infrastructure.

Over the past five years, our Smart Industrial Operating Model has driven our growth and success, transforming agriculture and construction through advanced technologies. We believe this innovative approach has generated significant economic and sustainable value for our shareholders and customers. Looking ahead, we remain committed to delivering groundbreaking solutions that address real-world challenges, elevate industry standards, and drive continued progress for our company and those we serve.

For instance, in 2025, we introduced important innovations designed to help our agricultural customers become more productive. These included the F8 and F9 self-propelled forage harvesters, an updated line of round balers, sophisticated harvesting tools, and improved planters and sprayers that offer greater accuracy and dependability. In Construction & Forestry, notable updates included the 850 X-Tier dozer with dual path electric drive, upgraded P-Tier dozers with EZ Grade and SmartGrade™, and utility loaders with SmartDetect™ Digital for better grading accuracy, safety, and efficiency.

These achievements are made possible by our talented and dedicated employees. During a period marked by significant industry challenges, our employees demonstrated remarkable resilience by working to transform obstacles into opportunities while consistently upholding our core values. Their dedication and teamwork powered our progress—helping us deliver for customers around the world.

As we celebrate these accomplishments and the people who make them possible, we look ahead to the important decisions that shape our company's future. Your participation and vote are crucial. Whether you attend the meeting virtually or not, please cast your vote online, by telephone, or via mail at your earliest convenience to ensure it counts. Instructions explaining how to vote your shares are in the Proxy Statement, on the Notice of Internet Availability of Proxy Materials, and on the proxy card.

Thank you for your continued confidence in Deere & Company. Your steadfast support inspires us as we pursue bold opportunities and build a stronger future—together.

Sincerely,

IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR THE VIRTUAL ANNUAL MEETING TO BE HELD ON FEBRUARY 25, 2026:

The Proxy Statement and Annual Report are available on our website at www.deere.com/stock. In addition to the Proxy Statement, we are sending you our Annual Report, which includes our fiscal 2025 financial statements.

If you wish to receive future proxy statements and annual reports electronically rather than receiving paper copies in the mail, you may sign up for e-delivery at www.proxyvote.com. You will need your 16-digit control number.

Chairman of the Board and
Chief Executive Officer

L Director

John C. May
Chairman of the Board,
Chief Executive Officer, and President

R. Preston Feight

Lead Director

Table of Contents

Notice of 2026 Annual
Meeting of Shareholders

Purpose of Meeting

	Elect the 10 director nominees named in the Proxy Statement (see page 10).		Date and Time Wednesday, February 25, 2026 at 10 a.m. Central Standard Time (CST). Place The 2026 Annual Meeting of Shareholders (the “Annual Meeting”) will be held exclusively online at virtualshareholdermeeting.com/DE2026. You will need to enter the 16-digit control number on your proxy card, voting instruction form, or Notice of Internet Availability you previously received. See additional instructions on page 94. Who Holders of record of shares of Deere common stock as of the close of business on December 30, 2025, the record date, are entitled to vote.
	Approve the compensation of Deere’s named executive officers on an advisory basis (“say-on-pay”) (see page 32).
	Ratify the appointment of Deloitte & Touche LLP as Deere’s independent registered public accounting firm for fiscal 2026 (see page 81).
	Vote on the shareholder proposals, if properly presented at the meeting (see page 85).
Voting Your opinion is very important. Please vote on the matters described in the accompanying Proxy Statement as soon as possible, whether or not you plan to participate in the online Annual Meeting. You can find voting instructions below and on page 94.
		By Telephone: In the U.S. or Canada, you can vote your shares by calling 1-800-690-6903. You will need the 16-digit control number on the Notice of Internet Availability, voting instruction form, or proxy card.
		By Mail: You can vote by mail by marking, dating, and signing your proxy card or voting instruction form and returning it in the postage-paid envelope.
		By Internet: You can vote your shares online at www.proxyvote.com. You will need the 16-digit control number on the Notice of Internet Availability, voting instruction form, or proxy card.
		During the Meeting: You can vote electronically at the Annual Meeting. See page 94 for information on how to vote.
On behalf of the Board of Directors, I thank you for exercising your right to vote your shares. For the Board of Directors, Kellye L. Walker Corporate Secretary Moline, Illinois January 14, 2026

Table of Contents

PROXY SUMMARY

PROPOSAL 1: ELECTION OF DIRECTORS

PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

OTHER MATTERS FOR VOTE

ADDITIONAL INFORMATION

APPENDICES

Proxy summary

This summary highlights selected information contained in this Proxy Statement, but it does not contain all the information you should consider. We urge you to read the whole Proxy Statement before you vote. You should also review Deere’s Annual Report on Form 10-K for the fiscal year ended November 2, 2025. Deere uses a 52/53 week fiscal year ending on the last Sunday in the reporting period. Deere’s 2025, 2024, and 2023 fiscal years ended on November 2, 2025, October 27, 2024, and October 29, 2023, respectively. Unless otherwise stated, all information presented in this Proxy Statement is based on Deere’s fiscal calendar.

Meeting Logistics


date & time	place	record date
Wednesday, February 25, 2026, at 10 a.m. CST	The Annual Meeting will be held online at virtualshareholdermeeting.com /DE2026	December 30, 2025

Your opinion is very important. Please vote on the matters described in this Proxy Statement as soon as possible, whether or not you plan to participate in the online Annual Meeting. You are entitled to vote at the meeting if you were a holder of record of shares of Deere common stock as of the close of business on December 30, 2025, the record date.

Voting instructions are below. Refer to the Additional Information section under “How Do I Vote?” on page 94 for more information on how to vote your shares and other important Annual Meeting information.


by TELEphone			by mail
In the U.S. or Canada, you can vote your shares by calling 1-800-690-6903. You will need the 16-digit control number on the Notice of Internet Availability, voting instruction form, or proxy card.			You can vote by mail by marking, dating, and signing your proxy card or voting instruction form and returning it in the postage-paid envelope.


by internet			during the meeting
You can vote your shares online at www.proxyvote.com. You will need the 16-digit control number on the Notice of Internet Availability, voting instruction form, or proxy card.			You can vote electronically at the Annual Meeting. See page 94 for information on how to vote.

If you wish to attend the virtual Annual Meeting, refer to the Additional Information section under “How Do I Attend the Annual Meeting?” on page 96 for instructions.


2	2026 PROXY STATEMENT

Table of Contents

PROXY SUMMARY

PROPOSAL 1: ELECTION OF DIRECTORS

PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

OTHER MATTERS FOR VOTE

ADDITIONAL INFORMATION

APPENDICES

Proposal Highlights


proposal 01	Annual Election of Directors (page 10)	VOTE FOR EACH DIRECTOR
◾ Your vote is requested to elect the 10 nominees for the Board of Directors, all of whom currently serve as directors. Every member of our Board of Directors is elected annually. Michael O. Johanns will retire from the Board effective as of the Annual Meeting in accordance with our Corporate Governance Policies. ◾ Each director nominee is a proven leader who demonstrates a commitment to upholding Deere’s core values, and together, this talented slate of nominees will provide exceptional oversight and leadership in the year ahead.

	Independence	Other Public Boards	Committee Memberships
	Independence	Other Public Boards					Executive	Audit Review	Compensation	Corporate Governance	Finance
Leanne G. Caret, 59, 2021 Retired EVP and Senior Advisor, The Boeing Company and Former President and CEO, Boeing Defense, Space & Security	INDEPENDENT	1	MEMBER	CHAIR			MEMBER
Tamra A. Erwin, 61, 2020 Retired Senior Advisor, Verizon Communications, Inc. and Former EVP and Group CEO, Verizon Business Group	INDEPENDENT	2	MEMBER		MEMBER	CHAIR
R. Preston Feight, 58, 2024 CEO, PACCAR Inc	INDEPENDENT	1		MEMBER		MEMBER
Alan C. Heuberger, 52, 2016 Senior Investment Manager, Cascade Asset Management Company	INDEPENDENT	0	MEMBER	MEMBER			CHAIR
L. Neil Hunn, 53, 2023 President and CEO, Roper Technologies, Inc.	INDEPENDENT	1	MEMBER		CHAIR		MEMBER
John C. May, 56, 2019 Chairman, CEO, and President, Deere & Company	CEO	1	CHAIR
Gregory R. Page, 74, 2013 Retired Chairman and CEO, Cargill, Incorporated	INDEPENDENT	2		MEMBER			MEMBER
Brian Sikes, 57, 2025 Board Chair and CEO, Cargill, Incorporated	INDEPENDENT	0			MEMBER	MEMBER
Dmitri L. Stockton, 61, 2015 Retired Special Advisor to Chairman and Senior VP, GE and Former Chairman, President, and CEO, GE Asset Management	INDEPENDENT	2		MEMBER			MEMBER
Sheila G. Talton, 73, 2015 President and CEO, Gray Matter Analytics	INDEPENDENT	2			MEMBER	MEMBER


2026 PROXY STATEMENT	3

Table of Contents

PROXY SUMMARY

PROPOSAL 1: ELECTION OF DIRECTORS

PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

OTHER MATTERS FOR VOTE

ADDITIONAL INFORMATION

APPENDICES

BOARD REFRESHMENT

We have added six new directors over the past seven years. The addition of these directors has allowed the Board to benefit from the unique perspectives and skill sets brought by each director. The skills and experiences that are prioritized in the review of qualified candidates and selection of new directors evolve over time based on Deere’s needs. This is demonstrated by the varied and strategic expertise brought by each of these directors.


2019	2020	2021	2023	2024	2025
John C. May	Tamra A. Erwin	Leanne G. Caret	L. Neil Hunn	R. Preston Feight	Brian Sikes

Mr. May brought his leadership, business, and industry vision and extensive familiarity with Deere’s operations.	Ms. Erwin brought international, government, and technology & innovation expertise.	Ms. Caret brought manufacturing, international, finance, and risk management expertise.	Mr. Hunn brought executive, manufacturing, and technology & innovation including software-as-a-service expertise.	Mr. Feight brought executive, manufacturing, international, and technology & innovation expertise.	Mr. Sikes brought executive, international, government, agricultural, finance, risk management, and corporate governance expertise.

diverse and balanced mix of skills and experience

The Board believes the 10 director nominees represent a diverse and broad range of skills, qualifications, experiences, and backgrounds to provide an effective mix of viewpoints and knowledge.


tenure balance	age distribution
Avg. Tenure:⁽¹⁾ 5.9 yrs		Avg. Age:⁽¹⁾60 yrs

(1)	As of the date of this proxy statement.



Risk Management	Technology & innovation	manufacturing	Agriculture	Government/ Academic
80%	60%	50%	40%	20%


4	2026 PROXY STATEMENT

Table of Contents

PROXY SUMMARY

PROPOSAL 1: ELECTION OF DIRECTORS

PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

OTHER MATTERS FOR VOTE

ADDITIONAL INFORMATION

APPENDICES

enhancements to GOVERNANCE practices

We regularly assess what we do to determine how we can adapt and improve our governance practices. Below is a summary of changes we have implemented in recent years.

CORPORATE

GOVERNANCE

Refined Board Membership Criteria

In 2025, we revised our Corporate Governance Policies to, among other things, refine the factors considered by the Corporate Governance Committee in evaluating candidates for potential nomination to the Board. The Corporate Governance Policies are periodically reviewed and revised to ensure that they reflect the Board’s corporate governance objectives.

Clarified Expectations for Director Time Commitments and Service on Other Boards

In 2024, we revised our Corporate Governance Policies to, among other things, limit the number of other public company boards on which a director may serve to three boards, or in the case of sitting public company CEOs, one board, and address related procedural requirements. The revisions also limit the number of audit review committees on which a director may serve to three audit review committees in total.

Clarified the Review Process for Director Compensation and Director Stock Ownership Expectations

In 2024, we revised our Corporate Governance Policies to clarify the Board compensation review processes and stock ownership requirements for non-employee directors.

Established Continuing Education Series
for Directors
In 2023, we established a continuing education series for our directors consisting of a quarterly schedule of voluntary awareness and education materials on relevant topics designed to enhance the directors’ understanding of complex or fast-developing subject areas.

Enhanced Advance Notice Provisions and Modernized Bylaws

In 2023, we revised the advance notice provisions of our bylaws to, among other things, address the adoption of the universal proxy rules and make other modernizing changes.

Updated Audit Review Charter

In 2022, we updated the Audit Review Committee charter to clarify the committee’s supervision of the Chief Audit Executive and oversight of enterprise risk management, including specific risk oversight for cybersecurity.

shareholder outreach HIGHLIGHTS

We place great importance on consistent dialogue with our shareholders. We regularly engage in discussions with shareholders throughout the year. During 2025, we connected with shareholders representing more than 40% of outstanding share ownership to engage in conversations on a variety of topics. Nearly all of those shareholders participated in discussions about our business strategy, performance, executive compensation, sustainability, governance, and other topics.


2026 PROXY STATEMENT	5

Table of Contents

PROXY SUMMARY

PROPOSAL 1: ELECTION OF DIRECTORS

PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

OTHER MATTERS FOR VOTE

ADDITIONAL INFORMATION

APPENDICES

proposal 02	ADVISORY VOTE ON EXECUTIVE COMPENSATION (page 32)	VOTE FOR THIS PROPOSAL
◾ Your vote is requested to approve, on an advisory basis, the compensation of our named executive officers (“NEOs”). ◾ Our executive compensation program appropriately aligns our executives’ compensation with the performance of the Company through the business cycle as well as their individual performance.

Fiscal 2025 Performance Highlights

Deere & Company’s overall performance in fiscal 2025 was reflective of a structurally improved business amidst the continuation of challenging market conditions. In fiscal 2025, we achieved the following results:



NET SALES & REVENUES	NET INCOME (ATTRIBUTABLE TO DEERE & COMPANY)	DILUTED EARNINGS PER SHARE	OPERATING CASH FLOW
$45.7B	$5.0B	$18.50	$7.5B

Our common stock closed at $461.63 per share at the end of fiscal 2025, an increase of 13%, compared to $407.93 at the end of fiscal 2024. Deere 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.

	TOTAL SHAREHOLDER RETURN (TSR)

	CASH RETURNED TO SHAREHOLDERS			ANNUAL DIVIDENDS PER SHARE

We are committed to delivering sustainable, long-term value to our shareholders by driving operational excellence through our Smart Industrial Operating Model. Our goal is to deliver attractive financial results throughout the business cycles that affect our industries. More information on our fiscal 2025 financial performance is available in our Annual Report at www.deere.com/stock.


6	2026 PROXY STATEMENT

Table of Contents

PROXY SUMMARY

PROPOSAL 1: ELECTION OF DIRECTORS

PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

OTHER MATTERS FOR VOTE

ADDITIONAL INFORMATION

APPENDICES

Fiscal 2025 Executive Compensation Highlights

Our executive compensation programs and practices are designed to incentivize decision making that advance our shareholders’ long- term interests. We use metrics that align with our business strategy and aim to motivate our executive leadership team to create value for shareholders at all points in the business cycle. For fiscal 2025, the variable pay components (described below) are made up of both short-term and long-term metrics, which stimulate complementary behaviors and align with Deere’s pay for performance compensation philosophy. For more information about the metrics we use to measure compensation and the resulting payouts, see the Compensation Metrics Summary for Performance Period Ended 2025 section of the Compensation Discussion and Analysis (“CD&A”).

	Type of Compensation	Metric		Alignment with Business Strategy
Short-Term	short-term incentive (known within Deere as STI)	Operating Return on Operating Assets (OROA)		Return on capital and assets through disciplined asset management and capital allocation
			Operating Return on Sales (OROS)		Profitability through operating margin focus
			Return on Equity (ROE)		Return on equity through efficient use of equity
Long-Term	long-term Incentive (known within Deere as LTI)	Relative Revenue Growth		Sustained growth outperformance
Long-Term	long-term Incentive (known within Deere as LTI)		Relative Total Shareholder Return (rTSR)		Comparative TSR outperformance

As our NEOs assume greater responsibility, we award a larger portion of their total compensation in the form of performance-based or “at-risk” incentive awards and a larger portion of their incentive awards in the form of equity. The charts below illustrate the allocation of all components of fiscal 2025 direct compensation at target for our CEO and for our other NEOs as a group (except for LTIC, which was eliminated beginning fiscal 2024).

(a)	“At-Risk” implies awards that are subject to performance conditions and/or stock price performance

(b)	Metric driven variable pay

(c)	Stock price driven variable pay


2026 PROXY STATEMENT	7

Table of Contents

PROXY SUMMARY

PROPOSAL 1: ELECTION OF DIRECTORS

PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

OTHER MATTERS FOR VOTE

ADDITIONAL INFORMATION

APPENDICES

recent changes to Executive COMPENSATION

We regularly assess our compensation practices to adapt and align with our business strategy. In 2024, we implemented several changes that increased shareholder alignment with greater emphasis on equity compensation and introducing a new relative total shareholder return metric. For 2025, we continued the prior program based on its strong alignment with our business strategy and emphasized robust performance standards through increases in our STI performance targets. Below is a summary of changes we have implemented in recent years.

		2023	2024	2025
Direct Compensation	STI	Adjusted STI Participant Payout Limit in Plan Amendments We amended the STI plan to increase the limit on the amount payable to a participant in a plan year (which had not been updated since 2005) from $5.0 million to $10.0 million and removed outdated language due to changes in law.	Aligned and Simplified STI Metric Weighting We further aligned our incentive pay program with our strategy by simplifying calculations and adjusting the metric weightings for STI.	Increased Target STI Performance Metrics We continued alignment of incentive pay programs with our strategy by increasing the performance targets for STI metrics of OROA and OROS.
Direct Compensation		LTI	Qualitative Framework for LTI Adjustment Factor We adopted a qualitative framework for determining the performance adjustment factor applicable to LTI awards for executive officers, consisting of Business Execution, Innovation for Sustainability, and Leadership and Human Capital. Ratable Vesting Schedule for RSUs We adjusted the vesting schedule for restricted stock units (RSUs) from a three-year cliff vest to a three-year ratable vest in approximately equal annual installments to better align with market practice.	Performance-Based Equity to 50% We modified the mix of equity awards for executive officers by increasing the proportion of performance-based equity awards in the form of performance stock units (PSUs) to 50%. Robust Adjustment Factor for LTI The performance adjustment factor for LTI awards changed to become a range of up to +/- 20%. rTSR Added as a Metric for PSUs We added relative total shareholder return as a performance metric for PSUs along with the existing relative revenue growth metric, in equal proportions. First Year Without a New LTI Cash Performance Period We simplified our incentive pay program eliminating long-term incentive cash (LTIC) beginning with the fiscal 2024 performance period.
Indirect Compensation	Other Compensation Matters	New Recoupment Policy We adopted a new Incentive Compensation Recovery Policy adhering to the rules of the Securities and Exchange Commission (SEC) and the listing standards of the New York Stock Exchange (NYSE). Aligned Change in Control Severance Program Multiplier We revised the Change in Control Severance Program to adjust the multiplier for the CEO’s cash severance (if triggered) from 3.0x to 2.99x base salary plus target STI bonus, to align with market practice and respond to feedback from our shareholders.		New Compensation Consultant to Compensation Committee The Compensation Committee of the Board retained Semler Brossy as its independent compensation consultant.


8	2026 PROXY STATEMENT

Table of Contents

PROXY SUMMARY

PROPOSAL 1: ELECTION OF DIRECTORS

PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

OTHER MATTERS FOR VOTE

ADDITIONAL INFORMATION

APPENDICES


proposal 03	Ratification of independent registered public accounting firm (page 81)	VOTE FOR THIS PROPOSAL
◾ Your vote is requested to ratify the appointment of Deloitte & Touche LLP as Deere’s independent registered public accounting firm for fiscal 2026. ◾ We believe that retaining Deloitte & Touche LLP is in the best interest of shareholders. Deloitte is an independent firm with significant industry and financial reporting expertise, global capabilities, and reasonable fees.


proposals 04—06	SHAREHOLDER PROPOSALs (pageS 88-92)	VOTE AGAINST THESE PROPOSALS
◾ In each case, if presented properly at the Annual Meeting, your vote will be requested on a shareholder proposal. ◾ Each shareholder proposal is presented as submitted by the shareholder proponents and is followed by Deere’s response. For the reasons set forth in each response, the Board recommends that shareholders vote against each of the shareholder proposals.

Forward-Looking Statements

This Notice of Annual Meeting and Proxy Statement contains forward-looking statements that are subject to risks and uncertainties. All statements other than statements of historical or current facts included in this document are forward-looking statements. Forward-looking statements provide our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance, and business. You can identify forward-looking statements as they do not relate to historical or current facts and by words such as “believe,” “expect,” “estimate,” “anticipate,” “will,” “aim,” “should,” “plan,” “forecast,” “target,” “guide,” “project,” “intend,” “could,” and similar words or expressions. For example, all statements we make related to our estimated and projected targets, payouts, growth rates, and financial results, sustainability plans, goals, and aspirations, or our plans and outlooks for future operations, business strategies, or initiatives, including those relating to human capital and executive compensation, are forward-looking statements.

All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected. Among these factors are risks related to: the agricultural business cycle, which can be unpredictable; the effects of trade laws, regulations, and policies on our profitability; the ability to execute business strategies; our ability to understand and meet customers’ changing expectations for our products and solutions; negative claims or publicity that damage our reputation or brand; our ability to adapt in highly competitive markets; and the ability to attract, develop, engage, and retain qualified employees. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, and other important information about forward-looking statements are disclosed under Item 1A, “Risk Factors,” and Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A)—Forward-Looking Statements,” in our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q.

WEBSITE REFERENCES

Website references throughout this document are provided for convenience only, and the content of the referenced websites is not incorporated by reference into this document.


2026 PROXY STATEMENT	9

Table of Contents

PROXY SUMMARY

PROPOSAL 1: ELECTION OF DIRECTORS

PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

OTHER MATTERS FOR VOTE

ADDITIONAL INFORMATION

APPENDICES

How We Identify and Evaluate Director Nominees

The Corporate Governance Committee of the Board is responsible for screening candidates and recommending director nominees to the full Board. The Board nominates the slate of directors for election at each Annual Meeting of Shareholders and elects directors to fill vacancies or newly created Board seats.

The Corporate Governance Committee considers candidates recommended by shareholders, directors, officers, and third-party search firms. Third-party search firms may be used to identify and provide information on director candidates. If you wish to recommend a candidate for consideration by the Corporate Governance Committee, please send a proposal in writing to our Corporate Secretary at the address of our principal executive offices. If you wish to nominate a director, please review the procedures described in the Additional Information section under “2027 Shareholder Proposals and Nominations” in this Proxy Statement. It is the policy of the Corporate Governance Committee to evaluate all candidates in the same manner, regardless of the source of the recommendation.

Deere’s Corporate Governance Policies, which are described in the “Corporate Governance” section of this Proxy Statement, establish the general criteria and framework for assessing director candidates. In particular, the Corporate Governance Committee considers each nominee’s skills, experience, character, leadership, and background, as well as legal and regulatory requirements, in the context of an assessment of the particular needs of the Board at the time. The Corporate Governance Committee also considers qualitative criteria, such as alignment with Deere’s core values, when evaluating director candidates. The Corporate Governance Committee assesses all these criteria when considering information about the nominee provided by the recommending party, the nominee, third parties, and other sources.

In connection with its annual self-assessment, the Corporate Governance Committee also assesses each nominee in relation to the criteria set forth in the Corporate Governance Policies and each nominee’s affiliations and commitments in accordance with the Board’s time commitment and overboarding policies. We believe a Board composed of members with complementary skills, qualifications, experiences, and attributes is best equipped to meet its responsibilities effectively.

Any director who experiences a material change in occupation, career, or principal business activity, including retirement, must tender a resignation to the Board. Upon recommendation from the Corporate Governance Committee, the Board may decline to accept any such resignation. Directors must retire from the Board upon the first annual meeting of shareholders after reaching the age of 75, except as approved by the Board. In accordance with this policy, Michael O. Johanns will not stand for re-election and will retire from the Board effective as of the Annual Meeting.

Director Nominees

The Corporate Governance Committee has recommended, and the Board has nominated, each of Leanne G. Caret, Tamra A. Erwin, R. Preston Feight, Alan C. Heuberger, L. Neil Hunn, John C. May, Gregory R. Page, Brian Sikes, Dmitri L. Stockton, and Sheila G. Talton to be elected for terms expiring at the Annual Meeting in 2027. Each of the nominees, other than Mr. Sikes, who was appointed to the Board as of December 4, 2025, has been previously elected by our shareholders. Mr. Sikes was initially recommended to the Corporate Governance Committee by another director. Effective with Mr. Johanns’ retirement as of the Annual Meeting, the size of the Board will be reduced to 10 directors.

We are confident that this talented slate of nominees will continue to provide exceptional oversight and leadership in the year ahead. We discuss the nominees’ professional backgrounds and qualifications in the brief biographies that follow. Based on these qualifications and skills, the Board has concluded that each of these nominees should serve on Deere’s Board of Directors.


2026 PROXY STATEMENT	11

Table of Contents

PROXY SUMMARY

PROPOSAL 1: ELECTION OF DIRECTORS

PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

OTHER MATTERS FOR VOTE

ADDITIONAL INFORMATION

APPENDICES

Board skills matrix

The Corporate Governance Committee believes that our Board is most effective when it embodies a diverse set of skills and experiences. To maintain an effective Board, the Corporate Governance Committee considers how each nominee’s particular skills, experience, character, leadership, and background will contribute to Deere’s long-term success. The table below shows the range of skills and experiences of the Board nominees and how those align with Deere’s business and its strategy.


Skill / Qualification	CARET	ERWIN	FEIGHT	HEUBERGER	HUNN	MAY	PAGE	SIKES	STOCKTON	TALTON
Executive Experience Directors with significant leadership experience enhance the Board’s ability to oversee company leadership and offer insight into corporate strategy, culture, and leading a large organization	■	■	■	■	■	■	■	■	■	■
Manufacturing Experience Directors who have worked with manufacturing organizations understand industry challenges and offer valuable perspective for product development and manufacturing operations	■		■		■	■	■
INTERNATIONAL EXPERIENCE Directors with international experience understand diverse business environments, cultural perspectives, and economic conditions that can present challenges in global business operations, trade, and commerce	■	■	■			■	■	■	■	■
GOVERNMENT / ACADEMIC EXPERIENCE Directors with experience in government or academia offer thought leadership on regulatory issues, government affairs, and present-day issues affecting business		■						■
AGRICULTURE EXPERIENCE Directors who have experience in agriculture understand the impact of growing conditions and economic factors on the industry and offer insights on strategy for business operations				■		■	■	■
TECHNOLOGY & INNOVATION experience Directors with expertise in technology fields offer insights on technology innovations (including artificial intelligence), digital solutions, innovative business models, data analytics, e-commerce applications, and cybersecurity risks	■	■	■		■	■				■
FINANCE EXPERIENCE Directors with financial expertise enhance oversight of financial reporting and control, financial performance and shareholder returns, and long-term strategy	◯	■	◯	◯	■		◯	■	◯
RISK MANAGEMENT EXPERIENCE Directors with experience managing risks in business operations enhance oversight into evaluating, tracking, and mitigating the most significant risks facing the company	■		■	■	■		■	■	■	■
CORPORATE GOVERNANCE EXPERIENCE Directors with experience in corporate governance through board experience or executive employment understand the function of a board and offer insights into governance best practices	■	■	■	■	■	■	■	■	■	■

◯ = Audit committee financial expert under SEC rules


12	2026 PROXY STATEMENT

Table of Contents

PROXY SUMMARY

PROPOSAL 1: ELECTION OF DIRECTORS

PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

OTHER MATTERS FOR VOTE

ADDITIONAL INFORMATION

APPENDICES

LEANNE G. CARET		Independent I Director Since: 2021 I Age: 59
Committees: Audit Review (Chair), Executive, Finance	Retired Executive Vice President and Senior Advisor of The Boeing Company and Former President and Chief Executive Officer of Boeing Defense, Space & Security
		Past Positions at The Boeing Company (aircraft, defense, intelligence and satellite systems and services, and related financing)
		◾ Executive Vice President and Senior Advisor – April 2022 to December 2022 ◾ Executive Vice President and President and Chief Executive Officer of Boeing Defense, Space & Security – 2016 to March 2022 ◾ President, Global Services & Support – 2015 to 2016 ◾ Chief Financial Officer and Vice President, Finance, Defense, Space & Security – 2014 to 2015	◾ Vice President and General Manager, Vertical Lift – 2013 to 2014 ◾ Vice President, H-47 Programs, Vertical Lift – 2009 to 2013 ◾ General Manager, Global Transport & Executive Systems – 1998 to 2009 Other Current Directorships ◾ Raytheon Technologies Corporation (RTX)

Key Experience and Qualifications

◾

Strong leader in manufacturing and high-technology industries. Draws upon her experience as Executive Vice President of The Boeing Company, President and Chief Executive Officer of Boeing Defense, Space & Security, and as an officer of other global operations.

◾

Varied functional experiences in global business operations. Practical experience in global supply chain operations, financial management, investor relations, business acquisitions and integrations, government contracting, human capital, and other areas of oversight developed from serving as an executive officer of The Boeing Company.

◾

Valuable perspective on robust application of technology. Over 25 years of experience in digital engineering and advanced manufacturing solutions, the development of advanced and new technologies, highly complex and integrated systems, and automation.

TAMRA A. ERWIN		Independent I Director Since: 2020 I Age: 61
Committees: Corporate Governance (Chair), Compensation, Executive	Retired Senior Advisor of Verizon Communications Inc. and Former Executive Vice President and Group Chief Executive Officer of Verizon Business Group
		Past Positions at Verizon Communications Inc. (communications, information, and entertainment products and services)
		◾ Senior Advisor to the Chief Executive Officer – July 2022 to September 2022 ◾ Executive Vice President and Group Chief Executive Officer of Verizon Business Group – 2019 to June 2022 ◾ Executive Vice President and Chief Operating Officer, Verizon Wireless Group – 2016 to 2019 ◾ Group President, Consumer and Mass Business Markets Sales and Service – 2015 to 2016	◾ President, National Operations, Wireline/Consumer and Mass Business Markets – 2013 to 2015 ◾ Corporate Chief Marketing Officer – 2012 to 2013 ◾ President, West Area – 2008 to 2011 Other Current Directorships ◾ F5, Inc. (FFIV) ◾ Xerox Holdings Corporation (XRX)

Key Experience and Qualifications

◾

Demonstrated leader with a multi-disciplinary background. Leverages her experience as a senior executive and as Executive Vice President, Chief Executive Officer, and Chief Operating Officer of Verizon Group businesses.

◾

Extensive understanding of product and service development. Widespread experience includes marketing, sales, strategic planning, profit and loss management, customer service operations, customer relations, and human resources developed from her leadership experience as an executive officer of Verizon Communications Inc.

◾

Significant experience integrating advanced communications and technology. Demonstrated fluency with scaling innovative technology products and services, enabling connectivity, and driving transformation across complex organizations.


2026 PROXY STATEMENT	13

Table of Contents

PROXY SUMMARY

PROPOSAL 1: ELECTION OF DIRECTORS

PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

OTHER MATTERS FOR VOTE

ADDITIONAL INFORMATION

APPENDICES


14	2026 PROXY STATEMENT

Table of Contents

PROXY SUMMARY

PROPOSAL 1: ELECTION OF DIRECTORS

PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

OTHER MATTERS FOR VOTE

ADDITIONAL INFORMATION

APPENDICES


2026 PROXY STATEMENT	15

Table of Contents

PROXY SUMMARY

PROPOSAL 1: ELECTION OF DIRECTORS

PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

OTHER MATTERS FOR VOTE

ADDITIONAL INFORMATION

APPENDICES


16	2026 PROXY STATEMENT

Table of Contents

PROXY SUMMARY

PROPOSAL 1: ELECTION OF DIRECTORS

PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

OTHER MATTERS FOR VOTE

ADDITIONAL INFORMATION

APPENDICES

DMITRI L. STOCKTON

Independent I Director Since: 2015 I Age: 61

Committees: Audit Review, Finance

Retired Special Advisor to Chairman and Senior Vice President of General Electric Company and Former Chairman, President, and Chief Executive Officer of GE Asset Management Incorporated

Past Positions

◾

Special Advisor to the Chairman and Senior Vice President of GE (power and water, aviation, oil and gas, healthcare, appliances and lighting, energy management, transportation) — 2016 to 2017

◾

Chairman, President, and Chief Executive Officer of GE Asset Management Incorporated (global investments) and Senior Vice President of General Electric Company — 2011 to 2016

◾

President and Chief Executive Officer of GE Capital Global Banking and Senior Vice President of General Electric Company — 2008 to 2011

Other Current Directorships

◾

Ryder System, Inc. (R)

◾

Target Corporation (TGT)

Previous Directorships

◾

Smurfit WestRock plc (SW)

◾

Stanley Black & Decker, Inc. (SWK)

◾

WestRock Company (WRK)

Key Experience and Qualifications

◾

Proven leader with breadth of experience in finance. Over 15 years of leadership experience through his service as Chairman, President, and Chief Executive Officer of GE Asset Management Incorporated and as a senior leader of other business operations.

◾

Deep corporate governance and board oversight experience. Experience with the oversight of risk management, governance, and regulatory compliance from serving as a member of the boards of directors and trustees of global asset management, investment, and employee benefit entities.

◾

Critical thinker with relevant industry experience. Strategically applies his subject matter knowledge of finance, banking, and asset management to offer valuable insights.


2026 PROXY STATEMENT	17

Table of Contents

PROXY SUMMARY

PROPOSAL 1: ELECTION OF DIRECTORS

PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

OTHER MATTERS FOR VOTE

ADDITIONAL INFORMATION

APPENDICES

Compensation of Directors

We have structured the compensation of our nonemployee directors with the following objectives in mind:

Recognize the substantial investment of time and expertise necessary for the directors to discharge their duties to oversee Deere’s global affairs

Align the directors’ interests
with the long-term interests of
our shareholders

Ensure that compensation is easy to understand and is regarded positively by our shareholders and employees

We pay nonemployee directors an annual retainer. Committee chairs and the Lead Director receive additional fees for performing those responsibilities. Directors who are employees receive no additional compensation for serving on the Board. We do not pay committee member retainers or meeting fees. We do reimburse directors for expenses related to meeting attendance.

To supplement their cash compensation and align their interests with those of our shareholders, nonemployee directors are awarded restricted stock units (RSUs) after each Annual Meeting. A person who serves a partial term as a nonemployee director will receive a prorated retainer and a prorated RSU award.

Compensation for nonemployee directors is reviewed every year by the Corporate Governance Committee. Management reviews trends in director compensation and data regarding the amounts and types of compensation paid to nonemployee directors at the companies in Deere’s compensation peer group and presents this information to the Corporate Governance Committee. All decisions regarding nonemployee director compensation are recommended by the Corporate Governance Committee and approved by the Board.

The Corporate Governance Committee reviewed compensation for nonemployee directors in August 2025 and did not recommend any changes. The following chart describes the amounts we pay and the value of awards we grant to nonemployee directors as approved by the Board at its August 2024 meeting:



Form of Compensation

Retainer	$	140,000
Equity Award	$	180,000
Lead Director Fee	$	40,000
Audit Review Committee Chair Fee	$	25,000
Compensation Committee Chair Fee	$	25,000
Corporate Governance Committee Chair Fee	$	20,000
Finance Committee Chair Fee	$	15,000

Under our Nonemployee Director Deferred Compensation Plan, directors may choose to defer some or all of their annual retainers until they retire from the Board. For deferrals through December 2016, a director could elect to have these deferrals invested in either an interest-bearing account or an account with a return equivalent to an investment in Deere common stock. For deferrals effective in January 2017 and later, directors may choose from a list of investment options, none of which yields an above-market earnings rate.


18	2026 PROXY STATEMENT

Table of Contents

PROXY SUMMARY

PROPOSAL 1: ELECTION OF DIRECTORS

PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

OTHER MATTERS FOR VOTE

ADDITIONAL INFORMATION

APPENDICES

CASH RETAINER

STOCK OWNERSHIP
REQUIREMENT

DIRECTOR’S ANNUAL
CASH RETAINER

Our stock ownership guidelines require each nonemployee director to own Deere common stock equivalent in value to at least five times the director’s effective annual cash retainer. This ownership level must be achieved within five years of the date the director joins the Board. RSUs and any common stock held personally by the nonemployee director are included in determining whether the applicable ownership threshold has been reached. Each nonemployee director has achieved stockholdings in excess of the applicable multiple as of the date of this Proxy Statement or is within the five-year compliance period.

We require nonemployee directors to hold all equity awards until the occurrence of one of the following triggering events: retirement from the Board, total and permanent disability, death, or a change in control of Deere combined with a qualifying termination of the director’s service with the Company. Directors may not sell, gift, or otherwise dispose of their equity awards before the occurrence of a triggering event. While the restrictions are in effect, nonemployee directors receive dividend equivalents on the RSUs.

fiscal 2025 DIRECTOR COMPENSATION

In fiscal 2025, we provided the following compensation to our nonemployee directors. The compensation of John C. May, Chairman of the Board, Chief Executive Officer, and President, is shown in the Fiscal 2025 Summary Compensation Table.



		Fees Earned
Name		or Paid in Cash⁽¹⁾			Stock Awards⁽²⁾			Total

Leanne G. Caret		$	165,000		$	179,988		$	344,988
Tamra A. Erwin		$	160,000		$	179,988		$	339,988
R. Preston Feight		$	152,564		$	179,988		$	332,552
Alan C. Heuberger		$	147,500		$	179,988		$	327,488
L. Neil Hunn		$	152,500		$	179,988		$	332,488
Michael O. Johanns		$	140,000		$	179,988		$	319,988
Clayton M. Jones		$	46,667		$	—		$	46,667
Gregory R. Page		$	147,500		$	179,988		$	327,488
Sherry M. Smith		$	123,281		$	179,988		$	303,269
Dmitri L. Stockton		$	152,500		$	179,988		$	332,488
Sheila G. Talton		$	140,000		$	179,988		$	319,988

(1)All fees earned in fiscal 2025 for services as a director, including committee chair and Lead Director fees, whether paid in cash or deferred under the Nonemployee Director Deferred Compensation Plan, are included in this column.

(2)Represents the aggregate grant date fair value of RSUs computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, Compensation – Stock Compensation and does not correspond to the actual value that will be realized by the nonemployee directors. The values in this column exclude the effect of estimated forfeitures. All grants are fully expensed in the fiscal year granted based on the grant price. For fiscal 2025, the grant date was March 5, 2025, and the grant price was $467.50 per RSU.

The nonemployee director grant date is seven calendar days after the Annual Meeting. These awards vest one year after grant date but are required to be held until retirement or certain other events. The assumptions made in valuing the RSUs reported in this column are discussed in Note 22, “Share-Based Compensation,” of our consolidated financial statements filed with the SEC as part of our Annual Report on Form 10-K for the fiscal year ended November 2, 2025 (“2025 Form 10-K”). The following table lists the cumulative RSUs held by the nonemployee directors as of November 2, 2025:


Name		RSUs		Name		RSUs

Leanne G. Caret		1,797		Michael O. Johanns		9,316
Tamra A. Erwin		2,924		Gregory R. Page		11,506
R. Preston Feight		530		Dmitri L. Stockton		8,800
Alan C. Heuberger		6,589		Sheila G. Talton		8,800
L. Neil Hunn		1,063


2026 PROXY STATEMENT	19

Table of Contents

PROXY SUMMARY

PROPOSAL 1: ELECTION OF DIRECTORS

PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

OTHER MATTERS FOR VOTE

ADDITIONAL INFORMATION

APPENDICES

Corporate Governance

At Deere, we recognize that strong corporate governance contributes to long-term shareholder value. We are committed to sound governance practices, including those described below:

INDEPENDENCE		◾ All of our director nominees, except our Chairman and CEO, are independent ◾ The independent Lead Director has a role with significant governance responsibilities ◾ All standing Board committees other than the Executive Committee are composed wholly of independent directors ◾ Independent directors meet regularly in executive session without management present
BEST PRACTICES		◾ Directors may not stand for re-election after their 75th birthdays, absent Board approval provided in rare circumstances ◾ Directors may not serve on more than three other public company boards, and sitting public company CEOs may not serve on more than one other public company board ◾ Directors may not serve on the audit committee of more than three public companies, including Deere’s Audit Review Committee ◾ Directors rotate committee membership periodically, as approved by the Board ◾ Our recoupment policy requires an executive to return any incentive compensation found to have been awarded erroneously in the event of a financial restatement ◾ Directors and executives are subject to stock ownership requirements ◾ Directors and executives are prohibited from hedging or pledging their Deere stock
ACCOUNTABILITY		◾ All directors are elected annually ◾ In uncontested elections, directors are elected by majority vote ◾ The Board and each active Board committee conducts an annual performance self-evaluation ◾ Shareholders have the ability to include nominees in our proxy statement (so-called proxy access rights)
RISK OVERSIGHT		◾ The Board oversees Deere’s overall risk management structure ◾ Individual Board committees oversee certain risks related to their specific areas of responsibility ◾ We have robust risk management processes throughout the Company

OUR VALUES

Our actions are guided by our core values: Integrity, Quality, Humanity, Commitment, and Innovation. We are committed to strong corporate governance as a means of upholding these values and ensuring that we are accountable to our shareholders.

WE STRIVE TO LIVE UP TO THESE VALUES IN EVERYTHING WE DO — NOT JUST BECAUSE IT IS GOOD BUSINESS, BUT BECAUSE WE ARE COMMITTED TO STRONG CORPORATE GOVERNANCE.

DIRECTOR INDEPENDENCE

The Board has adopted categorical standards (refer to Appendix A) set forth in our Corporate Governance Policies that help us evaluate each director’s independence. Specifically, these standards are intended to assist the Board in determining whether certain relationships between our directors and Deere or its affiliates are “material relationships” for purposes of the NYSE independence standards. The categorical standards establish thresholds, short of which any such relationship is deemed not to be material. In addition, each director’s independence is evaluated under our Related Person Transactions Approval Policy as discussed in the “Review and Approval of Related Person Transactions” section. Deere’s independence standards meet or exceed the NYSE’s independence requirements.


20	2026 PROXY STATEMENT

Table of Contents

PROXY SUMMARY

PROPOSAL 1: ELECTION OF DIRECTORS

PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

OTHER MATTERS FOR VOTE

ADDITIONAL INFORMATION

APPENDICES

In November 2025, we reviewed the independence of each then-sitting director and of our new nominee, applying our categorical independence standards. The reviews considered relationships and transactions between each director (and the director’s immediate family and affiliates) and Deere, Deere’s management, and Deere’s independent registered public accounting firm. The Board specifically considered a contribution by Deere of $350,000 to Business Roundtable, a not-for-profit entity affiliated with Mr. Hunn, and payments made by Deere to suppliers affiliated with certain directors by reason of the relevant directors’ membership on such suppliers’ boards. These transactions were ordinary course and arms’ length, and we expect contributions and transactions of a similar nature to occur during fiscal 2026. The Board concluded that the contribution and transactions with suppliers did not impair independence and therefore, the Board affirmatively determined at its regular December 2025 meeting that no director, other than Mr. May, has a material relationship with Deere and its affiliates and that each director, other than Mr. May, is independent as defined in our categorical independence standards set forth in our Corporate Governance Policies and the NYSE’s listing standards. Mr. May is not independent because of his employment relationship with Deere.

BOARD LEADERSHIP STRUCTURE

John C. May currently serves as Deere’s Chairman, Chief Executive Officer, and President. The position of Chair has traditionally been held by Deere’s Chief Executive Officer. The Board believes the decision as to who should serve as Chair and as Chief Executive Officer and whether the offices should be combined or separated is the proper responsibility of the Board. The Board also believes that having an independent Chair is unnecessary under normal circumstances. Additionally, the enhanced role of the independent Lead Director together with the fact that all directors, other than the Chairman, are independent, provides a strong counterbalance to the non-independent Chairman and Chief Executive Officer roles. The Board’s governance processes preserve Board independence by ensuring regular executive sessions of independent directors that do not include the Chairman as well as an independent evaluation of and communication with members of senior management.

LEAD Director

The Board believes the role of the Lead Director exemplifies Deere’s continuing commitment to strong corporate governance and Board independence. The Board views the independent Lead Director’s role as a liaison between the Chairman and the independent directors and believes that, with the ability to call meetings of independent directors when necessary, the Lead Director’s role improves the independence of the Board’s leadership structure and its role in risk oversight.

The Lead Director is elected by a majority of the independent directors upon a recommendation from the Corporate Governance Committee. The Lead Director is appointed for a one-year term beginning upon election and expiring upon the selection of a successor.

The Board has assigned the Lead Director the following duties and responsibilities:

◾

Preside at all meetings of the Board at which the Chair is not present, including executive sessions of the independent directors;

◾

Serve as liaison between the Chair and the independent directors;

◾

In consultation with the Chair, review and approve the schedule of meetings of the Board, the proposed agendas, and the materials to be sent to the Board;

◾

Call meetings of the independent directors when necessary and appropriate; and

◾

Remain available for consultation and direct communication with Deere’s shareholders.

R. Preston Feight
Lead Director since July 2025

R. Preston Feight has served as our independent Lead Director since July 2025. The Board appointed Mr. Feight to this role due to his demonstrated leadership skills, collegiality, and equanimity. Mr. Feight leverages his executive experience and perspective on business strategy to inform his guidance for the Board as Lead Director. Additionally, Mr. Feight uses his breadth of experience in oversight of manufacturing, aftermarket, and captive finance functions to provide key insights for the Board and to strengthen independent oversight of management.

Board Meetings

Under Deere’s bylaws, regular meetings of the Board are held at least quarterly. The Board met eight times during fiscal 2025. The Board meets at a company location other than our World Headquarters from time to time so directors have an opportunity to observe different aspects of our business first-hand. The last such Board meeting was held in December 2024 in Indaiatuba, Brazil, the location of our Brazilian headquarters.


2026 PROXY STATEMENT	21

Table of Contents

PROXY SUMMARY

PROPOSAL 1: ELECTION OF DIRECTORS

PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

OTHER MATTERS FOR VOTE

ADDITIONAL INFORMATION

APPENDICES

Directors are expected to attend Board meetings, meetings of committees on which they serve, and annual shareholder meetings. More specifically, directors are expected to spend the time needed and meet as frequently as necessary to properly discharge their responsibilities. During fiscal 2025, all incumbent directors attended 75% or more of the meetings of the Board and committees on which they served. Overall attendance at Board and committee meetings was 96%. All directors then in office attended the Annual Meeting of Shareholders in February 2025.

Each Board meeting normally begins and ends with a session between the CEO and the independent directors. This provides a platform for discussions outside the presence of the non-Board management attendees. The independent directors regularly meet in executive session, without the CEO. Such executive sessions are scheduled and typically occur at each regular Board meeting. The Lead Director presides over these executive sessions.

Each Board meeting also includes an opportunity for directors to meet with key talent from the Company. Our directors use this time to recognize and reward leadership as well as gain valuable insight on the Company’s operations and culture.

Continuing director education

The Company has a continuing director education program that offers a quarterly schedule of voluntary awareness and education materials on relevant topics to the independent members of the Board. The materials are designed to enhance the directors’ understanding of complex or fast-developing subject areas, with topics approved by the Corporate Governance Committee and linked to subjects of discussion at upcoming Board meetings. The program does not serve as a replacement for regular Board meetings, and the extent of content sharing and training that has historically occurred at Board meetings remains consistent.

Topics covered by the continuing director education program in 2025 included a tabletop exercise on cybersecurity, global antibribery and corruption enforcement, and political and economic reviews focused on India and Asia. Board education is delivered through various mediums such as virtual sessions and presentations by external or internal subject matter experts, self-paced online training modules, articles, white papers and periodicals, apps, websites, and blogs. We believe that the education program provides broader context for key Board oversight topics and facilitates deeper subject matter expertise and more active conversations among our directors.

Director TIME COMMITMENT AND service on
other public company boards

While the Board acknowledges the value of having directors with significant leadership experience in other businesses and organizations, directors are expected to ensure that their other commitments do not interfere with their duties and responsibilities as directors of Deere. The Corporate Governance Policies provide that no director may serve on the board of directors of more than three other public companies and no director who is a sitting public company CEO, including the Company’s CEO, may serve on the board of more than one other public company. Further, no director should serve on the audit committee of more than three public companies, including Deere’s Audit Review Committee. Additionally, directors may not exceed any limitations on board or committee memberships that may be established by law, regulation, or the NYSE.

Directors who are considering an invitation to sit on another company’s board must notify the Corporate Secretary on behalf of the Corporate Governance Committee. The director may not accept such an invitation until being advised by the chair of the Corporate Governance Committee that such service would not be contrary to the best interests of the Company, including by determining that the director’s additional commitments would not cause regulatory issues, result in actual or potential conflicts of interest, and would permit sufficient time for, and would not impair the director’s service on, the Board.

Directors are also asked to make the Corporate Governance Committee aware of any appointment to the audit committee or compensation committee of a public company board; any appointment to a committee chair, chair, or lead director position on any public company board; and any other change that could create a conflict of interest or impact the analysis of that director’s independence or ability to serve the Company. The Corporate Governance Committee will review each director’s affiliations in the course of its annual self-assessment and if, whether in the course of this assessment or otherwise, any director’s effectiveness is at any time determined to be materially compromised by other affiliations, the Corporate Governance Committee will address the situation as appropriate. The Board, upon the recommendation of the Corporate Governance Committee, may agree to waive any of these restrictions if it deems such action to be in the best interests of the Company.


22	2026 PROXY STATEMENT

Table of Contents

PROXY SUMMARY

PROPOSAL 1: ELECTION OF DIRECTORS

PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

OTHER MATTERS FOR VOTE

ADDITIONAL INFORMATION

APPENDICES

corporate governance practices and other GLOBAL policies

Please visit the Governance section of our website at www.deere.com/corpgov to learn more about our corporate governance practices and to access the following materials:


◾ Leadership Biographies	◾ Code of Ethics	◾ Corporate Governance Policies
◾ Quality Policy	◾ Board committee charters

Please visit the Ethics & Compliance section of our website at www.deere.com/ethics where we highlight our core values and other global policies including the following materials:


◾ Code of Business Conduct	◾ Supplier & Dealer Codes of Conduct	◾ Conflict Minerals Policy
◾ Global Environmental, Health & Safety Policy	◾ Support of Human Rights in Our Business Practices

Additionally, to promote transparency and good corporate citizenship, voluntary disclosures relating to the political contributions of the Company and its political action committee are available at www.deere.com/politicalcontributions.

Global Insider Trading Policy

The Company’s Global Insider Trading Policy applies to transactions in Company securities, including common stock, options, and other derivative instruments (e.g., futures contracts), debt securities, and any other securities the Company may issue, unless the transaction is specifically exempted. The Global Insider Trading Policy applies to our directors, officers, employees, contingent workers, contract workers, agents and consultants. If a covered person has material nonpublic information relating to the Company or its securities, it is the Company’s policy that neither that person nor any related person may buy, sell, gift, or recommend securities of the Company. We believe our Global Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and NYSE listing standards. A copy of our Global Insider Trading Policy was filed as Exhibit 19 to our Annual Report on Form 10-K for the fiscal year ended November 2, 2025.

Board Committees

The Board has delegated certain of its authority to five committees: the Executive Committee, the Audit Review Committee, the Compensation Committee, the Corporate Governance Committee, and the Finance Committee.

Periodically, the Board approves the rotation of certain directors’ committee memberships. The Board believes that committee rotation is generally desirable to ensure that committees regularly benefit from new perspectives and specific director expertise. In May 2025, Alan C. Heuberger was appointed Chair of the Finance Committee, replacing Gregory R. Page, and L. Neil Hunn was appointed Chair of the Compensation Committee, replacing Dmitri L. Stockton. In addition, Mr. Stockton left the Compensation Committee to become a member of the Audit Review Committee. In December 2025, Brian Sikes was appointed to the Compensation and the Corporate Governance Committees.

Each of our Board committees has adopted a charter that complies with current NYSE rules relating to corporate governance matters. Copies of the committee charters are available at www.deere.com/corpgov. Each committee (other than the Executive Committee, which did not meet in 2024 or 2025 and of which Mr. May serves as chair) is composed solely of independent directors. Every committee regularly reports on its activities to the full Board.


2026 PROXY STATEMENT	23

Table of Contents

PROXY SUMMARY

PROPOSAL 1: ELECTION OF DIRECTORS

PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

OTHER MATTERS FOR VOTE

ADDITIONAL INFORMATION

APPENDICES

AUDIT REVIEW COMMITTEE			Meetings in 2025: 12
		Committee Purpose: ◾ Oversees the independent registered public accounting firm’s qualifications, independence, and performance ◾ Assists the Board in overseeing the integrity of our financial statements, compliance with legal and regulatory requirements, and the performance of our internal auditors ◾ Oversees the enterprise risk assessment and management program, including cybersecurity and artificial intelligence risks ◾ Oversees the internal audit function, including maintaining a direct reporting line with the Company’s Chief Audit Executive ◾ Pre-approves all audit and allowable non-audit services by the independent registered public accounting firm ◾ With the assistance of management, approves the selection of the independent registered public accounting firm’s lead engagement partner ◾ All members have been determined to be independent and financially literate under current NYSE listing standards, including those standards applicable specifically to audit committee members ◾ The Board has determined that Ms. Caret, Mr. Feight, Mr. Heuberger, Mr. Page, and Mr. Stockton are “audit committee financial experts” as defined by the SEC and that each has accounting or related financial management expertise as required by NYSE listing standards
Leanne G. Caret Chair	R. Preston Feight


Alan C. Heuberger	Gregory R. Page


Dmitri L. Stockton

COMPENSATION COMMITTEE			Meetings in 2025: 5
		Committee Purpose: ◾ Makes recommendations to the Board regarding incentive and equity-based compensation plans ◾ Evaluates and approves the compensation of our executive officers (except for the compensation of our CEO, which is also approved by the full Board), including reviewing and approving the performance goals and objectives that will affect that compensation ◾ Evaluates and approves compensation granted pursuant to Deere’s equity-based and incentive compensation plans, policies, and programs ◾ Retains, oversees, and assesses the independence of compensation consultants and other advisors. The compensation consultant retained by the Committee reviews and assesses the design and approach of our executive compensation program. While the Committee values this advice, ultimately its decisions reflect many factors and considerations. For more information, including identity and independence of the consultant, refer to the CD&A ◾ Oversees our policies on structuring compensation programs for executive officers relative to tax deductibility ◾ Reviews and discusses the Compensation Discussion and Analysis (CD&A) with management and determines whether to recommend to the Board that the CD&A be included in our proxy statement or annual report on Form 10-K ◾ All members have been determined to be independent under current NYSE listing standards, including those standards applicable specifically to compensation committee members
L. Neil Hunn Chair	Tamra A. Erwin


Michael O. Johanns	Brian Sikes


Sheila G. Talton


24	2026 PROXY STATEMENT

Table of Contents

PROXY SUMMARY

PROPOSAL 1: ELECTION OF DIRECTORS

PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

OTHER MATTERS FOR VOTE

ADDITIONAL INFORMATION

APPENDICES

CORPORATE GOVERNANCE COMMITTEE			Meetings in 2025: 6
		Committee Purpose: ◾ Monitors, develops, and recommends corporate governance policies and oversees our Center for Global Business Conduct ◾ Reviews senior management succession plans and identifies and recommends to the Board individuals to be nominated as directors ◾ Retains and terminates any search firm to be used to identify director candidates ◾ Makes recommendations relating to director criteria ◾ Makes recommendations concerning the size, composition, committee structure and rotations, and the compensation of non-employee directors ◾ Reviews and reports to the Board on the performance and effectiveness of the Board ◾ Oversees the evaluation of our management ◾ Monitors and oversees aspirations and activities related to environmental, sustainability, governance, global work-life safety, product safety, product compliance, and product liability matters ◾ All members have been determined to be independent under current NYSE listing standards
Tamra A. Erwin Chair	R. Preston Feight


Michael O. Johanns	Brian Sikes


Sheila G. Talton

FINANCE COMMITTEE			Meetings in 2025: 4
		Committee Purpose: ◾ Reviews the policies, practices, strategies, and risks relating to Deere’s financial affairs ◾ Exercises oversight of the business of Deere’s financial services segment ◾ Formulates our pension funding policies ◾ Oversees our pension plans ◾ Makes recommendations concerning Deere’s capital structure, including dividend and share repurchase activities for the Board ◾ All members have been determined to be independent under current NYSE listing standards
Alan C. Heuberger Chair	Leanne G. Caret


L. Neil Hunn	Gregory R. Page


Dmitri L. Stockton


2026 PROXY STATEMENT	25

Table of Contents

PROXY SUMMARY

PROPOSAL 1: ELECTION OF DIRECTORS

PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

OTHER MATTERS FOR VOTE

ADDITIONAL INFORMATION

APPENDICES

EXECUTIVE COMMITTEE			Meetings in 2025: 0
		Committee Purpose: ◾ Comprised of the Chair of the Board and the chairs of each Board committee ◾ Acts on matters requiring Board action between meetings of the full Board ◾ Has authority to act on matters regarding the management of the business and affairs of the Company, as limited by our bylaws and applicable law ◾ All members, other than Mr. May, are independent
John C. May Chair	Leanne G. Caret


Tamra A. Erwin	Alan C. Heuberger


L. Neil Hunn

Board Oversight of Risk Management

The Board believes that strong and effective internal controls and risk management processes are essential for achieving long- term shareholder value. The Board, directly and through its committees, is responsible for monitoring risks that may affect Deere.

RISK MANAGEMENT APPROACH

We maintain a risk management program with a risk register and structured risk assessment process that supports strategic planning, performance, and decision making. To that end, we identify, categorize, assess, respond to, and monitor risks, escalating as needed. Business and risk leaders identify enterprise risks during an annual risk assessment and each risk is assessed for impact, likelihood, and effectiveness of related controls. We consider the various ways in which risks can affect our business by measuring the impact of those risks against a consistent set of criteria in five different categories, which include the impact to our operations, our financial performance, compliance and legal, our reputation, and our business strategy. We evaluate each risk for an appropriate risk appetite. We determine the inherent risk based on our assessments of impact and likelihood, and the residual risk with the effect of any mitigating controls. Response plans are developed for residual risks that remain above the acceptable level as defined by the risk appetite.

In addition to the structured risk assessment process, functional business leaders across the enterprise meet periodically to review new and evolving risks facing the business that—due to their nature—may not yet be addressed in our risk management program. This group determines appropriate business actions to address emerging risks, which may include assigning risk owners or otherwise incorporating the risk into the structured risk assessment process.

The CEO and his direct reports are responsible for the management and administration of Deere’s risk management processes. These executives provide periodic reports to the Board and the Audit Review Committee regarding the Company’s risk management processes and review high priority areas of enterprise risk with the Board or Board committees at regular meetings and as otherwise necessary to respond to significant threats or risk events.


26	2026 PROXY STATEMENT

Table of Contents

PROXY SUMMARY

PROPOSAL 1: ELECTION OF DIRECTORS

PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

OTHER MATTERS FOR VOTE

ADDITIONAL INFORMATION

APPENDICES

BOARD AND COMMITTEE RISK OVERSIGHT RESPONSIBILITIES

Each Board committee is responsible for oversight of risk categories related to its specific areas of focus. The Audit Review Committee oversees the Company’s risk management processes and policies, while the full Board exercises ultimate responsibility for overseeing the risk management function as a whole and has direct oversight responsibility for many risk categories.

In addition, the Board believes that having an independent Lead Director enhances the Board’s independent oversight of the Company’s risk mitigation efforts by enabling consultation between the Chair of the Board and Lead Director on time-sensitive or urgent risks and on appropriate Board structure.

The areas of risk oversight exercised by the Board and its committees are:

BOARD OF DIRECTORS

◾

Oversees all enterprise risks and regularly receives and evaluates reports and presentations from the chairs of the individual Board committees on risk-related matters falling within each committee’s oversight responsibilities as well as from members of management on relevant risk topics

◾

Oversees succession plans and performance evaluations, as well as approves all compensation actions, for our CEO


Audit Review Committee		CoRPORATE GOVERNANCE Committee
◾ Oversees enterprise risk assessment and management processes and policies ◾ Monitors operational, strategic, and legal and regulatory risks by reviewing quarterly (or more frequently, if needed) reports and presentations given by management and operational personnel from legal and corporate governance, finance and accounting, internal audit, information technology, and cybersecurity ◾ Evaluates potential risks related to internal control over financial reporting, information systems, and shares with the full Board oversight responsibility for cybersecurity risks and risks related to artificial intelligence		◾ Monitors potential risks related to our governance practices by, among other things, reviewing succession plans and performance evaluations of the Board, monitoring legal developments and trends regarding corporate governance practices, overseeing aspirations and activities related to environmental (including climate) matters, and evaluating potential related person transactions ◾ Monitors the Code of Business Conduct and compliance risks by, among other things, reviewing quarterly (or more frequently, if needed) reports and presentations by our Chief Compliance Officer, who has the opportunity to discuss further in executive session with the committee ◾ Monitors product safety and other compliance matters by reviewing annual reports and presentations given by management, including environmental, health, and safety (EHS) leaders


COMPENSATION Committee		FINANCE Committee
◾ Monitors potential risks related to the design and administration of our compensation plans, policies, and programs, including our performance-based compensation programs, to promote appropriate incentives that do not encourage executive officers or employees to take unnecessary and/or excessive risks		◾ Monitors operational and strategic risks related to Deere’s financial affairs, including capital structure and liquidity risks, and reviews the policies and strategies for managing financial exposure and contingent liabilities ◾ Oversees the operations of John Deere Financial (JDF) by reviewing periodic reports and presentations given by management, including JDF functional leaders ◾ Monitors potential risks related to funding our U.S. qualified pension plans (other than the defined contribution savings and investment plans) and monitors compliance with applicable laws and internal policies and objectives


2026 PROXY STATEMENT	27

Table of Contents

PROXY SUMMARY

PROPOSAL 1: ELECTION OF DIRECTORS

PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

OTHER MATTERS FOR VOTE

ADDITIONAL INFORMATION

APPENDICES

Shareholder Outreach

We engage in proactive shareholder outreach throughout the year with the goal of continued delivery of sustainable, long-term value to our shareholders. Our efforts include engagement through the proxy season and our sustainability reporting, engagement with shareholders submitting proposals under Rule 14a-8 of the Exchange Act, as may be deemed appropriate, and regular ongoing dialogue with shareholders and potential investors throughout the year. We recognize the value of the insights gained from these interactions and remain committed to regular shareholder engagement activities to better understand shareholder perspective firsthand.

whO WE ENGAGED

During fiscal 2025, we connected with shareholders representing more than 40% of outstanding share ownership to engage in conversations on a variety of topics. Nearly all of those shareholders participated in meetings and offered us valuable insights.

topics we covered
In our conversations with shareholders, we discussed our approach to various topics, which included:
	governance	sustainability	executive compensation
	technology and innovation	financial performance	Rule 14a-8 shareholder proposals and other related topics

how we responded to what we heard

In response to the shareholder feedback we received in the past few years, we have taken the following actions:

◾

Adhered to the journey of progress on the glidepaths for our Leap Ambitions to enable qualitative discussion about our roadmap with respect to these goals

◾

Continued conversations about our philosophy regarding Board refreshment and composition including Board skills and experiences

◾

Implemented increased STI performance targets for OROA and OROS for fiscal 2025 to further align with Deere’s OROA and OROS aspirations in the Leap Ambitions

◾

Shifted all long-term incentives to be in the form of equity, eliminating the long-term cash component from previous years, to more closely align the interests of our NEOs with those of our shareholders

◾

Supported shareholders’ interest in efficient return on assets by retaining OROA as the metric with the greatest weighting in the STI calculation in fiscal 2025

◾

Enhanced integration with the Leap Ambitions through emphasis on OROS in the STI calculation

◾

Continued alignment with the interest of our shareholders by using relative TSR and relative revenue growth in our long-term incentives

◾

Provided a consolidated report containing information on company strategy, the Leap Ambitions, and outcomes toward sustainability efforts in fiscal 2025 with the Business Impact Report and the Sustainability Impact Report for Brazil


28	2026 PROXY STATEMENT

Table of Contents

PROXY SUMMARY

PROPOSAL 1: ELECTION OF DIRECTORS

PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

OTHER MATTERS FOR VOTE

ADDITIONAL INFORMATION

APPENDICES

Communication with the Board


Shareholders and other interested parties wishing to communicate with the Board may send correspondence to the Lead Director or the Corporate Secretary, who will submit all correspondence about bona fide issues or questions concerning the Company to the Board or the appropriate committee, as applicable. Communications may be addressed to:
Lead Director, Board of Directors Deere & Company, Department A One John Deere Place Moline, Illinois 61265-8098	Corporate Secretary Deere & Company One John Deere Place Moline, Illinois 61265-8098

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth the number of shares of Deere common stock beneficially owned as of December 30, 2025 (unless otherwise indicated), by:


Each person who, to our knowledge, beneficially owns more than 5% of our common stock		Each individual who was serving as a nonemployee director as of December 30, 2025		Each of the named executive officers listed in the Summary Compensation Table of this Proxy Statement		All individuals who served as directors or executive officers on December 30, 2025 as a group

A beneficial owner of stock (represented in column (a) below) is a person who has sole or shared voting power (meaning the power to control voting decisions) or sole or shared investment power (meaning the power to cause the sale or other disposition of the stock). A person also is considered the beneficial owner of shares to which that person has the right to acquire beneficial ownership (within the meaning of the preceding sentence) within 60 days of December 30, 2025. For this reason, the following table includes exercisable stock options (represented in column (b) below), options, restricted shares, and RSUs (represented in column (c) below) that become exercisable or may be settled within 60 days of December 30, 2025. These shares, however, are not deemed outstanding for the purpose of computing the percentage ownership of any other person.

All individuals listed in the table below have sole voting and investment power over the shares unless otherwise noted. As of December 30, 2025, Deere had no preferred stock issued or outstanding.


		Shares Beneficially		Exercisable		Options, Restricted Shares, and
		Owned and Held		Options		RSUs Vesting Within 60 Days				Percent of Shares
		(a)		(b)		(c)		Total		Outstanding

Greater Than 5% Owners
Cascade Investment⁽¹⁾
2365 Carillon Point
Kirkland, WA 98033		23,689,657		—		—		23,689,657		8.74%
The Vanguard Group, Inc.⁽²⁾
100 Vanguard Blvd.
Malvern, PA 19355		21,724,420		—		—		21,724,420		8.01%
BlackRock, Inc.⁽³⁾
55 East 52nd Street
New York, NY 10055		17,236,799		—		—		17,236,799		6.36%

(1)

The ownership information for Cascade Investment is based on Amendment No. 6 to Schedule 13D filed jointly with the SEC on July 22, 2022 by Cascade Investment, L.L.C., William H. Gates III, and the Bill & Melinda Gates Foundation Trust (“Trust”). Cascade Investment, L.L.C. has sole voting power over 19,771,964 shares, and sole dispositive power over 19,771,964 shares owned. All shares of common stock held by Cascade Investment, L.L.C. may be deemed beneficially owned by Mr. Gates as the sole member of Cascade Investment, L.L.C. The Trust has shared voting power over 3,917,693 shares and shared dispositive power over 3,917,693 shares owned. Mr. Gates, as Co-Trustee of the Trust, may be deemed to have shared beneficial ownership of all shares of common stock held by the Trust.


2026 PROXY STATEMENT	29

Table of Contents

PROXY SUMMARY

PROPOSAL 1: ELECTION OF DIRECTORS

PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

OTHER MATTERS FOR VOTE

ADDITIONAL INFORMATION

APPENDICES

(2)

The ownership information for The Vanguard Group, Inc. (“Vanguard”) is based on Amendment No. 9 to Schedule 13G filed with the SEC on February 13, 2024 by Vanguard. Vanguard holds the shares in its capacity as a registered investment advisor on behalf of numerous investment advisory clients, none of which is known to own more than five percent of Deere’s shares. Vanguard has shared voting power over 358,856 shares, sole dispositive power over 20,569,764 shares, and shared dispositive power over 1,154,656 shares.

(3)

The ownership information for BlackRock, Inc. (“BlackRock”) is based on Amendment No. 7 to Schedule 13G filed with the SEC on January 29, 2024 by BlackRock. BlackRock holds the shares in its capacity as a registered investment advisor on behalf of numerous investment advisory clients, none of which is known to own more than five percent of Deere’s shares. BlackRock has sole voting power over 15,313,463 shares and sole dispositive power over 17,236,799 shares.


		Shares Beneficially				Options, Restricted Shares, and
		Owned and Held		Exercisable Options		RSUs Available Within 60 Days				Percent of Shares
		(a)		(b)		(c)		Total		Outstanding

Nonemployee Directors⁽⁴⁾⁽⁵⁾
Leanne G. Caret		—		—		1,797		1,797		*
Tamra A. Erwin		950		—		2,924		3,874		*
R. Preston Feight		—		—		530		530		*
Alan C. Heuberger		100		—		6,589		6,689		*
L. Neil Hunn		—		—		1,063		1,063		*
Michael O. Johanns		—		—		9,316		9,316		*
Gregory R. Page		—		—		11,506		11,506		*
Brian Sikes		—		—		88		88		*
Dmitri L. Stockton		—		—		8,800		8,800		*
Sheila G. Talton		—		—		8,800		8,800		*
Named Executive Officers⁽⁶⁾
Ryan D. Campbell		22,652		38,986		—		61,638		*
Joshua A. Jepsen		4,384		17,768		—		22,152		*
Rajesh Kalathur		71,569		85,832		9,101		166,502		*
Deanna M. Kovar		3,341		15,718		—		19,059		*
John C. May		125,911		171,008		39,095		336,014		*
All directors and executive officers as a group
(20 persons)⁽⁷⁾		268,149		429,497		108,710		806,356		*

* Less than 1% of the outstanding shares of Deere common stock.

(4)

The table includes RSUs awarded to directors under the Deere & Company Nonemployee Director Stock Ownership Plan (see footnote (2) to the Fiscal 2025 Director Compensation table). RSUs are payable only in Deere common stock and are settled upon the first to occur of the director’s termination of service, death, or a change in control of Deere, and have no voting rights until they are settled in shares of stock. In addition, directors own the following number of deferred stock units, which are not included in the table above and are payable solely in cash under the terms of the Nonemployee Director Deferred Compensation Plan:


Name		Deferred Units

Michael O. Johanns		3,345
Gregory R. Page		4,363
Dmitri L. Stockton		2,688

(5)	The following table provides information about the nonemployee director awards that are fully vested as well as unvested awards that vest within 60 days of December 30, 2025. Nonemployee director grants vest one year after grant date but are required to be held until retirement.


Name		Vested RSUs		Unvested RSUs		Name		Vested RSUs		Unvested RSUs

Leanne G. Caret		1,412		385		Michael O. Johanns		8,931		385
Tamra A. Erwin		2,539		385		Gregory R. Page		11,121		385
R. Preston Feight		145		385		Brian Sikes		—		88
Alan C. Heuberger		6,204		385		Dmitri L. Stockton		8,415		385
L. Neil Hunn		678		385		Sheila G. Talton		8,415		385

(6)	See the Outstanding Equity Awards at Fiscal 2025 Year-End table for additional information regarding equity ownership for NEOs.

(7)	The number of shares shown for all directors and executive officers as a group includes 28,841 shares owned jointly with family members over which the relevant directors or executive officers share voting and investment power.


30	2026 PROXY STATEMENT

Table of Contents

PROXY SUMMARY

PROPOSAL 1: ELECTION OF DIRECTORS

PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

OTHER MATTERS FOR VOTE

ADDITIONAL INFORMATION

APPENDICES

Review and Approval of Related Person Transactions

The Board has adopted a written Related Person Transactions Approval Policy that assigns our Corporate Governance Committee the responsibility for reviewing, approving, or ratifying all related person transactions. The written Related Person Transactions Approval Policy applies to three types of “related persons”:


Executive officers and directors of Deere		Any holder of 5% or more of Deere’s voting securities		Immediate family members of anyone in category (1) or (2)

Each year, our directors and executive officers complete questionnaires designed to elicit information about potential related person transactions. In addition, the directors and officers must promptly advise our Corporate Secretary if there are any changes to the information they previously provided. Our Senior Vice President and Chief Legal Officer, Global Law Services & Regulatory Affairs, consults with management and outside counsel, as appropriate, to determine whether any transaction is reasonably likely to be a related person transaction. Transactions deemed reasonably likely to be related person transactions are submitted to the Corporate Governance Committee for pre-approval at its next meeting, unless action is required sooner. In such a case, the transaction would be submitted to the Chair of the Corporate Governance Committee, whose determination would be reported to the full committee at its next meeting.

When evaluating potential related person transactions, the Corporate Governance Committee or its Chair, as applicable, considers all reasonably available relevant facts and circumstances and approves only those related person transactions determined in good faith to be in compliance with or not inconsistent with our Code of Ethics and Code of Business Conduct and in the best interests of our shareholders.

Pursuant to the Related Person Transactions Approval Policy, the Corporate Governance Committee evaluated and approved the following “related persons” transactions as not inconsistent with our Code of Ethics or Code of Business Conduct:

The brother-in-law of Joshua A. Jepsen, Senior Vice President and Chief Financial Officer, is an employee in the Company’s Production and Precision Agriculture reporting segment. Mr. Jepsen does not directly or indirectly supervise his brother-in-law. During fiscal 2025, the employee earned approximately $206,762 in direct cash compensation along with customary employee benefits available to salaried employees generally.

The brother of Deanna M. Kovar, President, Worldwide Agriculture & Turf Division, Production & Precision Agriculture, Sales and Marketing Regions of the Americas and Australia, is a manager in the marketing and sales function of the Company’s Production and Precision Agriculture reporting segment. Ms. Kovar does not directly supervise her brother. The Company has a reporting and decision-making structure in place with respect to the role and functions of Ms. Kovar’s brother that address any appearance of a conflict of interest. During fiscal 2025, the employee earned approximately $405,864 in direct cash compensation along with customary employee benefits available to salaried employees generally.

The compensation of these employees is consistent with that of other employees at the same grade levels.


2026 PROXY STATEMENT	31

Table of Contents

PROXY SUMMARY

PROPOSAL 1: ELECTION OF DIRECTORS

PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

OTHER MATTERS FOR VOTE

ADDITIONAL INFORMATION

APPENDICES

In accordance with Section 14A of the Exchange Act, we are asking our shareholders to approve, on an advisory basis, the compensation of the named executive officers (NEOs) listed in the Fiscal 2025 Summary Compensation Table of this Proxy Statement. Deere’s practice, which was most recently approved by our shareholders at the 2023 Annual Meeting, is to conduct this non-binding vote annually.

Supporting Statement

PAY FOR PERFORMANCE

Deere’s compensation philosophy is to pay for performance, support Deere’s business strategies, and offer competitive compensation. Our compensation programs consist of complementary elements that reward achievement of both short-term and long-term objectives, including the creation of shareholder value. The metrics used for our incentive programs are either associated with operating performance or are based on a function of Deere’s stock price and tied to revenue growth and total shareholder return. See “Target Compensation Reported Versus Realizable Value” in the Compensation Discussion and Analysis (CD&A), which highlights our success in connecting executive compensation with Deere’s financial performance.

COMPENSATION PHILOSOPHY

The CD&A offers a detailed description of our compensation programs and philosophy. Our compensation approach is supported by the following principles, among others:


We strive to attract, retain, and motivate high-caliber executives		As executives assume more responsibility, we increase the portion of their total compensation that is performance-based or at-risk and tied to long-term incentives		We structure our compensation program to be consistent and aligned with increasing long-term shareholder value		We recognize the need to provide our executives with effective incentives aligned with the interests of our shareholders throughout the business cycle

Favorable Say-on-Pay Result

2025

89.0%

Most recent shareholder advisory vote

At our 2025 Annual Meeting, we held a shareholder advisory vote on executive compensation on which we received the support of approximately 89.0% of votes cast.

EFfect of Proposal

The say-on-pay resolution is non-binding, but the Board values your opinion as expressed through your votes and other communications. Therefore, the Board and the Compensation Committee (the “Committee”) will carefully consider the outcome of the advisory vote when making future compensation decisions. The Company also engages directly with shareholders on an ongoing basis with the goal of incorporating their views into compensation program design. However, the Board believes the Committee is in the best position to consider the extensive information and factors necessary to make independent, objective, and competitive compensation recommendations and decisions that are in the best interests of Deere and its shareholders. Therefore, the final decision regarding the compensation and benefits of our executive officers remains with the Board and the Committee.


2026 PROXY STATEMENT	33

Table of Contents

PROXY SUMMARY

PROPOSAL 1: ELECTION OF DIRECTORS

PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

OTHER MATTERS FOR VOTE

ADDITIONAL INFORMATION

APPENDICES

EXECUTIVE COMPENSATION Table of contents

compensation discussion and analysis
Executive Summary	35	Indirect Compensation Elements	59
Key Aspects of the 2025 Compensation Program	39	Risk Assessment of Compensation Policies and Practices	62
Direct Compensation Elements	44	Compensation Committee Report	63
Compensation Determination Methodology and Process	56


executive compensation tables and other information
Executive Compensation Tables	64	Option Award Disclosure	79
Pay Ratio Disclosure	75	Equity Compensation Plan Information	80
Pay Versus Performance Disclosure	76	Appendix B–Methodology for Short-Term Incentive Goal Setting	102

Compensation Discussion and Analysis

The 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 in fiscal 2025, and the Board’s and the Committee’s methodology and processes used to make compensation decisions. For fiscal 2025, our NEOs were as follows:


John C. May		Joshua A. Jepsen
Chairman, Chief Executive Officer, and President		Senior Vice President and Chief Financial Officer


Ryan D. Campbell	Rajesh Kalathur	Deanna M. Kovar
President, Worldwide Construction & Forestry and Power Systems	President, John Deere Financial, and Chief Information Officer	President, Worldwide Agriculture & Turf Division: Production & Precision Ag, Sales and Marketing Regions of the Americas and Australia


34	2026 PROXY STATEMENT

Table of Contents

PROXY SUMMARY

PROPOSAL 1: ELECTION OF DIRECTORS

PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

OTHER MATTERS FOR VOTE

ADDITIONAL INFORMATION

APPENDICES

Executive summary

Business strategy overview

Deere & 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. Guided 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.

At 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. While 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. Our 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. Our business strategy emphasizes achieving superior operating and financial performance throughout business cycles, with core objectives to:


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

LEAP AMBITIONS

In 2022, we introduced our Leap Ambitions, a set of focused goals designed to guide the implementation of our Smart Industrial Operating Model. These 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. To build on our accomplishments and lay the foundation for sustained growth as we move toward 2030, in December 2025 we refined our Leap Ambitions. In 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.

OUR EXECUTIVE COMPENSATION PHILOSOPHY: PAY FOR PERFORMANCE

Deere’s executive compensation programs are grounded in our pay-for-performance philosophy, aligning leadership incentives with business results, shareholder outcomes and company strategy. Our 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. Our compensation programs consist of complementary elements that reward achievement of both short-term and long-term objectives, including the creation of shareholder value. With a significant portion of compensation delivered in equity, our programs promote a long-term focus and sustained value creation. For more detail on the structure and components of our compensation programs, please refer to the “Direct Compensation Elements” section of this Proxy Statement.


2026 PROXY STATEMENT	35

Table of Contents

PROXY SUMMARY

PROPOSAL 1: ELECTION OF DIRECTORS

PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

OTHER MATTERS FOR VOTE

ADDITIONAL INFORMATION

APPENDICES

We review our compensation peer group annually and position target annual compensation at approximately the 50^th percentile versus the market, with consideration for each NEO’s individual experience and performance as appropriate. As 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.

	Type of Compensation	Metric		Alignment with Business Strategy
Short-Term	short-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 allocation
			Operating Return on Sales (OROS)⁽¹⁾		Profitability through operating margin focus
			Return on Equity (ROE)⁽¹⁾		Return on equity through efficient use of equity
Long-Term	long-term Incentive (known within Deere as LTI)	Relative Revenue Growth⁽²⁾		Sustained growth outperformance
Long-Term	long-term Incentive (known within Deere as LTI)		Relative Total Shareholder Return (rTSR)⁽³⁾		Comparative TSR outperformance

(1)	Refer to the “Compensation Metrics Summary for Performance Period Ended 2025” below for a definition of this measure.

(2)	Based on Deere’s annualized revenue growth rate as compared to the performance peer group, as described in further detail below.

(3)	Based on Deere’s three-year total shareholder return as compared to the performance peer group, as described in further detail below.

COMPENSATION METRICS SUMMARY
FOR PERFORMANCE PERIOD ENDED 2025

Deere’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. Despite market headwinds, Deere delivered strong execution and demonstrated operational resilience in fiscal 2025. Structural improvements driven by our Smart Industrial Operating Model enhanced profitability and enabled continued investment in technology and connectivity solutions. Moreover, actions such as inventory reductions and disciplined production management position Deere to respond when demand rebounds and to continue delivering long-term value.

Deere operates in a cyclical industry influenced by various factors such as commodity prices, acreage planted, crop yields, government policies, and uncertainty in macroeconomic trends. The years 2009 and 2016 marked prior points in the business cycle similar to 2025. In 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. We believe that the structurally improved nature of our business contributed to above-target payout levels for OROA and OROS. Specifically, fiscal 2025 OROA performance exceeded 2009 and 2016 levels by more than 40%, while OROS outperformed those same periods by over 58%. Similarly, financial services delivered the attainment of maximum payout levels for ROE in 2025 with ROE exceeding 2009 and 2016 performance by over 20%. For fiscal 2025, the shareholder value added (SVA) metric also exceeded the performance in both 2009 and 2016 by more than 400%. However, 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.


36	2026 PROXY STATEMENT

Table of Contents

PROXY SUMMARY

PROPOSAL 1: ELECTION OF DIRECTORS

PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

OTHER MATTERS FOR VOTE

ADDITIONAL INFORMATION

APPENDICES

Our fiscal 2025 compensation metric results were as follows:



EQUIPMENT OPERATIONS OROA⁽¹⁾	EQUIPMENT OPERATIONS OROS⁽²⁾	FINANCIAL SERVICES ROE⁽³⁾	SHAREHOLDER VALUE ADDED⁽⁴⁾ (MILLIONS)
21.7%	12.6%	12.5%	$2,397

(1)

OROA is 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). The resulting percentage is the operating return on operating assets. Operating 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. Identifiable assets exclude certain corporate assets, primarily equipment operations’ goodwill, retirement benefits, deferred income tax assets, marketable securities, and cash and cash equivalents.

(2)	OROS is calculated by dividing the operating profit from the equipment operations by the net sales of the equipment operations. The resulting percentage is the operating return on sales.

(3)	ROE is calculated by dividing net income attributable to Deere & Company from financial services, which excludes equipment operations, by the average equity of financial services. The resulting percentage is return on equity.

(4)

SVA measures earnings in excess of our cost of capital, or the pretax profit left over after subtracting the cost of enterprise capital. For purposes of calculating SVA, the equipment operations are assessed a pretax cost of assets, which on an annual basis is approximately 12% of the segment’s average identifiable operating assets during the applicable period with inventory at standard cost (believed to more closely approximate the current cost of inventory and the company’s investment in the asset). The equipment operations SVA calculation excludes certain corporate assets (primarily the equipment operations’ goodwill, retirement benefits, deferred income tax assets, marketable securities, and cash and cash equivalents). The financial services segment is assessed an annual pretax cost of average equity of approximately 13%. The cost of assets or equity, as applicable, is deducted from the operating profit or added to the operating loss of each segment to determine the amount of SVA. The total of the SVA of the equipment operations together with the SVA of the financial services segment is our enterprise SVA.

Fiscal 2025 Short-Term Incentive Payouts

Our short-term incentive (STI) program centers on OROA and OROS—metrics selected for their ability to drive disciplined asset management and margin performance. For 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. With 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. Based 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.

2025 STI PAYOUT

	Performance Metric	OROA		OROS	ROE

	Performance Result	121.7%		200.0%	200.0%

	Weighting	50%		40%	10%

		60.8%		80.0%	20.0%

			Overall Payout 160.8% of target


2026 PROXY STATEMENT	37

Table of Contents

PROXY SUMMARY

PROPOSAL 1: ELECTION OF DIRECTORS

PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

OTHER MATTERS FOR VOTE

ADDITIONAL INFORMATION

APPENDICES

Fiscal 2025 Period-Ending Long-Term Incentive Payouts

Deere 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.


	TOTAL SHAREHOLDER RETURN (TSR)

Performance results for Deere’s long-term incentive plans closing in fiscal 2025 reflect differentiated outcomes across plan components. The 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. The LTIC plan was based on cumulative SVA, which measures the company’s ability to generate returns above its cost of capital. For 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%. However, 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.

In 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. Starting 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. As 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.


38	2026 PROXY STATEMENT

Table of Contents

PROXY SUMMARY

PROPOSAL 1: ELECTION OF DIRECTORS

PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

OTHER MATTERS FOR VOTE

ADDITIONAL INFORMATION

APPENDICES

KEY ASPECTS of the 2025 Compensation program

Total compensation for our NEOs for fiscal 2025 consisted of base salary, STI award, and LTI equity award.

Majority of CEO and OTHER NEOs’ Total Compensation was Performance-BAsed

Approximately 92% of our CEO’s 2025 target total compensation was variable and at-risk, and 54% was performance-based compensation. Similarly, 83% of our other NEOs’ annual target total compensation was variable and at-risk and 50% was performance-based compensation. The performance-based portion is based on OROA, OROS, and ROE in the STI program, and three-year relative TSR (50%) and relative revenue growth (50%) in the PSUs, which represent 50% of the total LTI award. These proportions enhance the strong link between pay and performance for our CEO and other NEOs and the alignment of their interests with those of the Company and shareholders.

The table below shows the CEO’s target total direct compensation for fiscal 2025, 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.


		Performance-Based
2025 CEO Target Total Direct Compensation	Salary	STI Target	LTI Target PSUs	LTI Target Stock Options	LTI Target RSUs	Total
John C. May	$1,697,280	$3,394,560	$7,400,000	$3,700,000	$3,700,000	$19,891,840
% of LTI			50%	25%	25%
% of Overall Total	8%	17%	37%	19%	19%	100%

To further reinforce alignment of the interests of the NEOs with those of the Company and shareholders, all NEOs are subject to the Company’s Incentive Compensation Recovery Policy and stock ownership and holding requirements, which require the CEO to hold stock equivalent to 6.0 times base salary and each of the other NEOs to hold stock equivalent to 3.5 times base salary.

Rigorous Targets in long-term and short-term incentives

As discussed above, for the PSUs with a performance period ending in fiscal 2025, actual performance on annualized revenue growth relative to the performance peer group was below the threshold level, resulting in zero payout on the PSUs, clearly demonstrating the rigor of our targets and alignment between pay and performance.

Due to the cyclicality of Deere’s business, the Committee approves goals for OROA and OROS based upon a range of potential conditions rather than a static forecast. This range takes into account the business cycle and other relevant opportunities and risks, and for fiscal 2025, the ranges for all points in the cycle were increased from their prior levels, as Deere strives to continuously raise the bar. There is no discretion in the determination of the goals associated with a specific volume level. Refer to Appendix B “Methodology for Short-Term Incentive Goal Setting” for background on the STI goal setting process and the “Short Term Incentive” section, below.

At the beginning of fiscal 2025, the Committee established targets in the STI program for OROA, OROS, and ROE that were deemed rigorous, aggressive and challenging, attainable only with strong performance at any given position within the business cycle. Specifically, for fiscal 2025 and being at the trough position within the business cycle, the OROA target was set at 21.0%, the OROS target was set at 11.0%, and the ROE target was set at 11.1%.

The Company’s overall STI performance in fiscal 2025 was reflective of a structurally improved business amidst the continuation of challenging market conditions. The OROA of 21.7% and OROS of 12.6% reflect strong performance despite below trough sales from our equipment operations. The payouts were lower than fiscal 2024 in absolute dollar terms.

Finally, despite the Company exceeding the target for the primary metric, three-year SVA, of the LTIC program, the below-threshold relative TSR resulted in a reduction of the LTIC payout by 25%, underscoring alignment with shareholder experience and our pay for performance philosophy.


2026 PROXY STATEMENT	39

Table of Contents

PROXY SUMMARY

PROPOSAL 1: ELECTION OF DIRECTORS

PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

OTHER MATTERS FOR VOTE

ADDITIONAL INFORMATION

APPENDICES

Shareholders and the Executive Compensation Program

Say-On-Pay

At the February 2025 Annual Meeting, Deere received the support of 89.0% of shares voted on the advisory say-on-pay proposal.

whO WE ENGAGED

what we HEARD about our EXECUTIVE COMPENSATION program

In our conversations with shareholders this year, we discussed our approach to executive compensation programs, as well as various sustainability and corporate governance topics important to them. Discussions with shareholders revealed broad alignment with recent changes to our compensation programs and did not indicate any significant disconnect with our compensation programs. We heard shareholders’ views that:

◾

Deere has a strong alignment between business strategy and compensation design

◾

Shareholders appreciate the connection between our strategy and ability to deliver sustainable outcomes to our stakeholders

◾

Shareholders understand how compensation metrics are linked to successful operating performance and impact payouts under Deere’s variable pay programs

◾

Shareholders generally prefer equity over cash as long-term incentive compensation

how we responded to what we heard

In response to the feedback received from shareholders, we have taken the following actions in 2025 and recent years:

◾

Implemented increased STI performance targets for OROA and OROS for fiscal 2025 to further align with Deere’s OROA and OROS aspirations in the Leap Ambitions

◾

Implemented changes to our variable pay plans to ensure alignment of pay and performance by: (1) increasing the proportion of performance-based PSUs in our LTI plan to 50%; and (2) adjusting the metric weightings for STI

◾

Supported shareholders’ interest in efficient return on assets by retaining OROA as the metric with the greatest weighting in the STI calculation in fiscal 2025

◾

Enhanced integration with the Leap Ambitions through emphasis on OROS in the STI calculation

◾

Continued alignment with the interest of our shareholders by using relative TSR and relative revenue growth in our long-term incentives


2026 PROXY STATEMENT	41

Table of Contents

PROXY SUMMARY

PROPOSAL 1: ELECTION OF DIRECTORS

PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

OTHER MATTERS FOR VOTE

ADDITIONAL INFORMATION

APPENDICES

Target compensation reported versus realizable Value

To illustrate the alignment between compensation and performance, we present realizable pay for our Chairman and CEO compared to the target compensation established by the Board and recommended by the Compensation Committee, generally as reported in the Executive Compensation Tables. Realizable pay reflects actual outcomes—such as annual incentive payouts and the value of equity awards—based on Deere’s financial performance and share price.

We believe this comparison provides a transparent view of how compensation outcomes directly reflect company performance. When Deere meets or exceeds its performance goals and share price remains flat or increases, realizable pay reflects that achievement. When performance falls short or share price declines, realizable pay is correspondingly reduced. The chart below demonstrates the relationship between the reported and realizable pay values in each of the past three years for our CEO.

Target compensation Reported VS. REALIZABLE VALUE

(Millions)

The reported compensation is generally as shown in the Summary Compensation Table or other table and is comprised of (1) the target value for the STI, (2) for fiscal 2023, the target value for the LTIC opportunity granted (the LTIC was discontinued after fiscal 2023, so there are no target or realizable values for the LTIC for fiscal 2024 or fiscal 2025), and (3) the reported value for each component of the LTI granted in the specified year (PSUs, RSUs, and stock options).

The realizable compensation is comprised of (1) STI earned during the specified year reflecting the overall performance of the STI metrics (OROA, OROS, and ROE), (2) the actual value earned from LTIC granted in fiscal 2023 with a performance period ending in fiscal 2025 reflecting the performance of the SVA metric and the rTSR modifier, and (3) equity grants valued using the closing stock price of $461.63 on November 2, 2025 as further detailed below:

◾

PSUs granted in the specified year reflect the actual payout for the 2023-2025 performance period based on relative revenue growth performance, and forecasted payouts for the in-process performance cycles of 2024-2026 and 2025-2027, which are based on the performance of the equally weighted metrics of relative revenue growth and rTSR performance;

◾

RSUs based on the quantity granted during the specified year; and

◾

Stock options based on the intrinsic (in the money) value of options granted in the specified year.

The reported or realizable amounts do not always correspond to amounts reported in the Summary Compensation Table for the applicable fiscal year or to the amounts reported as “Compensation Actually Paid” for the applicable fiscal year in the Pay versus Performance Disclosure.


42	2026 PROXY STATEMENT

Table of Contents

PROXY SUMMARY

PROPOSAL 1: ELECTION OF DIRECTORS

PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

OTHER MATTERS FOR VOTE

ADDITIONAL INFORMATION

APPENDICES

Snapshot of Compensation Governance

To ensure our compensation program meets Deere’s business objectives without compromising our core values, we regularly compare our compensation practices and governance against market best practices.


	What wE DO:		What wE DO not do:

◾ Use a combination of short-term and long-term incentives to ensure a strong connection between Deere’s operating performance and actual compensation delivered ◾ Annually evaluate our compensation and performance peer groups and pay positioning under a range of performance scenarios ◾ Annually review all of our compensation plans, policies, and significant practices ◾ Annually review risks associated with compensation ◾ Include a “double-trigger” change in control provision in our executive Change in Control Severance Program and our current equity plan ◾ Annually review and limit executive perquisites ◾ Retain an independent compensation consultant who does not perform other significant services for Deere ◾ Maintain a recoupment policy compliant with SEC and NYSE rules to ensure accountability in the presentation of our financial statements ◾ Enforce stock ownership requirements to ensure that directors and executives have interests aligned with our shareholders ◾ Provide executive officers with benefits such as health-care insurance, life insurance, disability, and retirement plans generally on the same basis as other full-time Deere employees		◾ Offer employment agreements to our U.S.-based executives ◾ Provide above-market perquisites ◾ Provide tax gross-ups for executives, except for those available to all employees generally ◾ Provide excise tax gross-ups upon a change in control to any employees ◾ Offer above-market earnings on contributions to deferred compensation accounts ◾ Grant stock options with an exercise price less than the fair market value of Deere’s common stock on the date of grant ◾ Re-price stock options without the prior approval of our shareholders ◾ Cash out underwater stock options ◾ Include reload provisions in any stock option grant ◾ Permit directors or employees (including officers), or their respective related persons, to engage in short sales of Deere’s stock or to trade in instruments designed to hedge against declines in Deere’s stock price ◾ Permit directors or officers to hold Deere securities in margin accounts or to pledge Deere securities as collateral for loans or other obligations


2026 PROXY STATEMENT	43

Table of Contents

PROXY SUMMARY

PROPOSAL 1: ELECTION OF DIRECTORS

PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

OTHER MATTERS FOR VOTE

ADDITIONAL INFORMATION

APPENDICES

Direct Compensation Elements

As shown in the 2025 Target Direct Compensation Mix charts, the majority of direct compensation for the NEOs is based on “at-risk” variable pay, with a majority of NEOs’ pay being performance-based. Our performance-based compensation programs fall into two categories: short-term incentives paid in cash based on annual metrics and long-term incentives based on a three-year performance period. Long-term incentives are awarded in the form of equity, with 50% being in the form of PSUs that are performance-based with the remainder being in the form of RSUs and stock options.

The components of our 2025 compensation program are:

	Component	Purpose	Characteristics
Total Direct	Base Salary	Intended to provide stable compensation to executive officers as a fixed cash component	Based on level of responsibility, experience, and sustained individual performance. Base salaries generally target the market median of our compensation peer group.
		Short-Term Incentive (STI)	Annual cash award for profitability and efficient operations during the fiscal year as measured by OROA, OROS, and ROE	Variable cash compensation based on the achievement of performance objectives designed to align our executive officers in pursuing short-term goals. Payout levels are based on actual results and performance must meet a threshold level to achieve a payout, and there is a payout cap of 200% of target. A target STI award is designed to contribute to annual cash compensation and overall compensation and generally targets the market median of our compensation peer group.
		Long-Term Incentive (LTI)	Equity award for creating shareholder value as reflected by relative and absolute stock price and relative revenue growth	Awarded in a combination of both performance- and time-based equity including PSUs, RSUs, and stock options and designed to reward the delivery of long-term strategic objectives and value creation. A base-level LTI award is designed to contribute to overall compensation and generally targets the market median of our compensation peer group.
Total Indirect	Other Additional Benefits	Intended to provide other benefits that align with market offerings to similarly situated executive officers	Limited perquisites, retirement benefits, and deferred compensation benefits.

We compare each component of compensation to the market median level for that component awarded by our compensation peer group. In addition, we strive to have each NEO’s total annual cash compensation and overall compensation at target to generally align to the market median levels for comparable executives.


44	2026 PROXY STATEMENT

Table of Contents

PROXY SUMMARY

PROPOSAL 1: ELECTION OF DIRECTORS

PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

OTHER MATTERS FOR VOTE

ADDITIONAL INFORMATION

APPENDICES

RECENT executive compensation changes

For fiscal 2025, the Committee approved increased STI performance targets to emphasize the rigor and challenging nature of the goals. This further aligns with Deere’s aspirations for OROS and OROA in the Leap Ambitions.

STI goals have increased dramatically over the past ten years. The increased STI goals demonstrate Deere’s commitment to deliver strong financial performance through the cycle. The significant and increasing level of challenge and rigor in the STI program are demonstrated by each of the following:

◾

The fiscal 2025 mid-cycle OROA target is over three times higher than the fiscal 2015 target (e.g., 38% vs. 12%).

◾

The fiscal 2025 OROA threshold at trough is 18%, significantly higher than the 12% required for positive SVA performance. Therefore, if the OROA performance is leading to an STI payout, positive SVA is being generated.

◾

In fiscal 2025, the OROA threshold for payout at trough (18%) was 1.5 times higher than the level needed for a maximum payout in fiscal 2015 at trough (12%). This highlights the significant increase in performance expectations.

◾

Adding OROS as an STI performance metric in fiscal 2022 reinforced the Company’s commitment to its Smart Industrial Operating Model by incorporating a profitability metric as an adjunct to a return metric.

◾

The OROS performance metric reflects increases that pave the way toward achieving our OROS aspiration in the 2030 Leap Ambitions.

The new OROA and OROS goals that applied to participants in the STI plan in fiscal 2025 are below, along with prior year goals demonstrating the increasing rigor.

FISCAL 2025 OROA GOALS


	2015 OROA Goals					2022 - 2024 OROA Goals					2025 OROA Goals
	Trough		Mid-Cycle		Peak	Trough		Mid-Cycle		Peak	Trough		Mid-Cycle		Peak
Maximum	12%		20%		28%	17%		35%		48%	24%		44%		59%
Target	8%		12%		20%	15%		30%		40%	21%		38%		49%
Threshold	4%		8%		12%	12%		20%		28%	18%		27%		36%

FISCAL 2025 OROS GOALS


	2022 - 2024 OROS Goals					2025 OROS Goals
	Trough		Mid-Cycle		Peak	Trough		Mid-Cycle		Peak
Maximum	10%		17.5%		22%	12.5%		20%		24.5%
Target	8.5%		15%		18%	11%		17.5%		20.5%
Threshold	7%		10%		12.5%	9.5%		12.5%		15%

base salary

As part of the annual review of salary levels for each NEO, the Committee considers the following factors:


Level of responsibility and time in position		Individual performance and potential		Internal equity		Base salaries for executives with similar roles and responsibilities at our peer companies

Base salaries generally target the market median of our compensation peer group. Salary increases for the NEOs during fiscal 2025 are reflected in the table below. All salary adjustments for NEOs are approved by the Committee except that salary adjustments of Mr. May, who as our CEO, are recommended by the Committee and approved by all independent members of our Board.


		Base Salary as of			Fiscal 2025			Base Salary as of
Name		Dec. 1, 2023			Salary Increase %			Dec. 1, 2024

John C. May		$	1,664,004		2.0	%		$	1,697,280
Joshua A. Jepsen		$	923,784		2.0	%		$	942,264
Ryan D. Campbell		$	971,880		2.0	%		$	991,320
Rajesh Kalathur		$	964,824		2.0	%		$	984,132
Deanna M. Kovar		$	884,004		6.0	%		$	937,056


46	2026 PROXY STATEMENT

Table of Contents

PROXY SUMMARY

PROPOSAL 1: ELECTION OF DIRECTORS

PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

OTHER MATTERS FOR VOTE

ADDITIONAL INFORMATION

APPENDICES

Short-Term Incentive (STI)

Awards under the John Deere Short-Term Incentive Bonus Plan are paid in cash based on annual performance metrics.

PERFORMANCE METRICS FOR STI

The Company’s STI program uses metrics for return on assets, profitability, and return on equity. The Committee believes operating margins and the allocation of capital for research and development as well as other investment in a disciplined approach are key drivers to creating long-term shareholder value. For this reason, the Committee has designed the STI program to support our Smart Industrial Operating Model and to motivate our executives and most other salaried employees to focus on profitability, asset optimization, and capital efficiency. To underscore this focus, the performance metrics include operating return on operating assets (OROA) and operating return on sales (OROS) from the equipment operations, and return on equity (ROE) from financial services.


OROA, essentially a measure of return on assets, supports our strategic approach to sound investment of capital and asset utilization and our Leap Ambitions.		OROS, essentially a measure of profitability, demonstrates the commitment to deliver operating margins and supports our Leap Ambitions.		ROE effectively measures the efficient use of equity.

weightings of PERFORMANCE METRICS

OROA is the most heavily weighted STI performance metric at 50%, OROS is the second most heavily weighted metric at 40%, and ROE contributes the remaining 10%.

OROA and OROS are based upon the performance of the equipment operations, which reflects the consolidated results of Production and Precision Agriculture, Small Agriculture and Turf, and Construction and Forestry operations. The emphasis on the OROA and OROS performance of the equipment operations in calculating STI reflects the critical position these operations have as drivers of our business. Equipment operations’ net sales accounted for 85% of our net sales and revenues in fiscal 2025.

fiscal 2025 OROA AND OROS GOALS

The fiscal 2025 OROA and OROS goals approved by the Committee for threshold, target and maximum performance are considered rigorous and challenging and continue to reflect Deere’s focus to structurally improve the financial performance at all points in the cycle and align with Deere’s Leap Ambitions goals.

OROA AND OROS – Equipment Operations MetricS

OROA and OROS goals are developed formulaically to reflect the nature of our end markets. As a smart industrial company, our business requires investment in fixed assets, such as buildings and machinery, as well as research and development that requires significant expenses with longer-term payoffs.

The Committee sets a range of OROA and OROS goals for a variety of potential conditions rather than for a static forecast. This motivates us to be agile and quickly make necessary structural changes to costs, capacity, and assets (especially inventory) as business conditions fluctuate during the year. Refer to Appendix B “Methodology for Short-Term Incentive Goal Setting” for additional background on the STI goal setting process.


2026 PROXY STATEMENT	47

Table of Contents

PROXY SUMMARY

PROPOSAL 1: ELECTION OF DIRECTORS

PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

OTHER MATTERS FOR VOTE

ADDITIONAL INFORMATION

APPENDICES

Based on a percent of mid-cycle of 76% (as determined by the Committee), the following goals were utilized for STI performance in fiscal 2025. Although these targets are lower than the prior year in absolute percentages, the Committee deemed them rigorous, aggressive, and challenging. The difference reflects Deere being at 76% of mid-cycle compared to the prior year, which was 91% of mid-cycle. Because the mid-cycle percentage is below 80%, there is no interpolation below the required performance at 80%, again reinforcing the rigor and stretch required for a payout.


Fiscal 2025 OROA and OROS - % of Mid-Cycle of 76%		OROA		OROS
Maximum		24%		12.5%
Target		21%		11%
Threshold		18%		9.5%

ROE – Financial Services Metric and goals

The STI performance metric for the financial services business is ROE, a key differentiator for how we deliver value to our dealers and customers. ROE was selected because it effectively measures the efficient use of the segment’s equity. Our financial services division is made up of two distinct business models, subsidized and non-subsidized business, where we have different ROE goals and the overall financial services goal represents a weighted average of each. The subsidized business represents approximately 70% of financial services’ business, and the ROE goals for this portion are 10% at threshold, target, and maximum as maximizing profitability is not the purpose of this segment. The non-subsidized portion of the business does intend to utilize equity to earn a profitable return. Consequently, this business has more traditional and progressively more challenging goals. The threshold goal equals the implied after-tax cost of equity for financial services.

FISCAL 2025 ROE Goals

ROE goals are weighted based on the actual mix of subsidized versus non-subsidized business in a fiscal year. The Committee approved the following ROE goals at the beginning of fiscal 2025:


Fiscal 2025 ROE Goals		Subsidized business		Non-subsidized business		Weighted Goals

% of Business		65%		35%
Maximum		10%		16%		12%
Target		10%		13%		11%
Threshold		10%		10%		10%


48	2026 PROXY STATEMENT

Table of Contents

PROXY SUMMARY

PROPOSAL 1: ELECTION OF DIRECTORS

PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

OTHER MATTERS FOR VOTE

ADDITIONAL INFORMATION

APPENDICES

APPROVAL OF STI AWARD RATES

At the beginning of the fiscal year, after review and consideration of Deere’s compensation peer group data for target cash bonuses, the Committee approves target STI rates as a percentage of the NEO’s base salary. Regardless of the award amount reached by applying these payout rates, no individual award under the STI plan may exceed $10 million or 200% of target. No changes were made to the target rates for fiscal 2025.


		2024 Target Rate		2025 Target Rate

CEO		200%		200%
Other NEOs		100%		100%

FISCAL 2025 PERFORMANCE RESULTS AND PAYOUT AMOUNTS

The chart below shows the STI performance targets and actual results for fiscal 2025. With mid-cycle sales at 76%, OROA and OROS were calibrated to the 80% level since there is no further interpolation below the 80% level, reflecting Deere’s position in the current business environment. Despite ongoing market headwinds, Deere management’s disciplined asset management and focused margin execution contributed to strong results.

OROA reached 21.7% against a target of 21.0%, resulting in a payout of 121.7%. OROS exceeded expectations, achieving 12.6% versus a target of 11.0%, leading to a maximum payout of 200.0%. These results demonstrate Deere’s ability to maintain profitability and operational efficiency throughout the cycle.

For ROE, due to higher financial services net income, Deere exceeded the maximum performance goal. ROE performance landed at 12.5% compared to a target of 11.1%, resulting in a payout of 200.0%. The overall weighted STI payout for fiscal 2025 was 160.8%, reflecting strong execution across the enterprise and alignment with Deere’s performance-based compensation philosophy.


2026 PROXY STATEMENT	49

Table of Contents

PROXY SUMMARY

PROPOSAL 1: ELECTION OF DIRECTORS

PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

OTHER MATTERS FOR VOTE

ADDITIONAL INFORMATION

APPENDICES

STI AWARD CALCULATIONS

The amount of the STI award paid to the NEOs is calculated as follows:


eligible earnings for the fiscal year		Target STI rate		Actual performance as a percentage of target		STI award amount

Based on the 160.8% STI payout, actual STI awards paid to the NEOs are shown in the table below.


	Fiscal 2025			Target Award as a					Actual Performance as a		Fiscal 2025
Name	Eligible Earnings			Percentage of Salary			Target Award		Percentage of Target⁽¹⁾		STI Award Payout

John C. May	$	1,694,507	x	200%	=	$	3,389,014	x	160.8%	=	$	5,450,551
Joshua A. Jepsen	$	940,724	x	100%	=	$	940,724	x	160.8%	=	$	1,512,966
Ryan D. Campbell	$	989,700	x	100%	=	$	989,700	x	160.8%	=	$	1,591,735
Rajesh Kalathur	$	982,523	x	100%	=	$	982,523	x	160.8%	=	$	1,580,192
Deanna M. Kovar	$	932,635	x	100%	=	$	932,635	x	160.8%	=	$	1,499,957

(1)	Actual performance as a percentage of target is rounded.

Long-Term Incentive (LTI) Awards

LTI is designed to reward the NEOs for creating sustained shareholder value, encourage the ownership of Deere stock, foster teamwork, and retain and motivate high-caliber executives while aligning their interests with those of our shareholders. LTI awards are made under the John Deere 2020 Equity and Incentive Plan, which was approved by our shareholders at the Annual Meeting in February 2020. LTI awards tie a significant portion of NEO compensation to the Company’s performance over time and include 50% performance-based awards.

LTI awards consist of the following three equity components awarded annually:


Performance Stock Units (PSUs)		Restricted Stock Units (RSUs)		Market-priced stock options

FISCAL 2025 LTI AWARD OVERVIEW FOR The NEOs

All of the long-term incentive compensation for our executive officers in fiscal 2025 was awarded in the form of equity. The mix of equity awards for our executive officers is shown in the following chart.


	Weighting	Performance measurements	Vesting period	Objective

PSUs		Relative revenue growth⁽¹⁾ and relative TSR⁽²⁾, in equal proportions	Cliff vest on the third anniversary of the grant date	Motivate and reward relative outperformance, demonstrate management contribution in excess of market performance
RSUs		Stock price appreciation	Vest in approximately equal annual installments over three years	Encourage ownership and retention while providing immediate alignment with the interest of shareholders; have upside potential but deliver some value even during periods of market or stock price underperformance
Stock Options		Stock price appreciation	Vest in approximately equal annual installments over three years; expire ten years from the grant date	Aligns management’s interest with shareholders, rewarding for stock price appreciation

(1)	Based on Deere’s annualized revenue growth rate as compared to the performance peer group.

(2)	Based on Deere’s three-year total shareholder return as compared to the performance peer group.


50	2026 PROXY STATEMENT

Table of Contents

PROXY SUMMARY

PROPOSAL 1: ELECTION OF DIRECTORS

PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

OTHER MATTERS FOR VOTE

ADDITIONAL INFORMATION

APPENDICES

APPROVAL OF LTI EQUITY AWARD VALUES

The Committee established award values of LTI grants for the NEOs based on the following criteria:


Level of responsibility		Individual performance		Current market practice		Peer group data		Consideration of the dilution to shareholders

LTI AWARD CALCULATIONS

Near the beginning of each fiscal year, the Committee reviews compensation peer group data, focusing on median long-term incentive (LTI) award opportunities. Based on this review, the Committee establishes an initial base LTI value and approves both the grant mix and the dollar value for a base-level equity award.

The amount of the LTI award granted to the NEOs is calculated as follows:


Base Award Value		PERFORMANCE ADJUSTMENT FACTOR		ADJUSTED AWARD VALUE

LTI base level equity awards may be adjusted by a performance adjustment factor to distinguish an NEO’s performance, deliver a particular LTI equity value, or reflect other adjustments as the Committee deems appropriate. For fiscal 2025 LTI base level equity awards, the Committee approved a performance adjustment factor range of an increase or decrease of up to +/-20%. The CEO recommends the adjustment for each senior officer, including the NEOs other than himself, to the Committee for its review. The recommendations are based upon execution and progress on pre-established objectives that may include quantitative and qualitative targets categorized in the areas of:

◾

Business Execution‒Deliver financial and operating results

◾

Innovation for Sustainability‒Develop next-generation customer solutions through our innovations and investments in digital, automation, autonomy, and electrification

◾

Leadership and Human Capital‒Demonstrate leadership skills and champion Deere’s higher purpose principles, drive the company culture and engagement, and attract, develop, and retain our workforce

The Committee evaluates the CEO’s performance and recommends the adjustment for the CEO’s base-level equity award. This recommendation is based upon the same categories applied to the other senior officers and is reviewed with, and approved by, the other independent directors of the Board.

For fiscal 2025, the adjustments to base-level equity awards recognize the senior officers’ individual performance and execution in the categories set forth above. The Committee approved adjustments to base-level award values ranging up to 20% to recognize the accomplishments of the CEO and individual NEOs. LTI equity awards were approved for the NEOs as follows:


	Base Award			Performance			Adjusted
Name	Values			Adjustment			Award Values⁽¹⁾

John C. May	$	14,800,000	x	115%		=	$	17,020,000
Joshua A. Jepsen	$	3,600,000	x	115%		=	$	4,140,000
Ryan D. Campbell	$	3,600,000	x	115%		=	$	4,140,000
Rajesh Kalathur	$	3,600,000	x	110%		=	$	3,960,000
Deanna M. Kovar	$	3,600,000	x	110%		=	$	3,960,000

(1)	The amounts shown include PSUs valued at the stock price on the date of grant assuming a target payout.

See the Fiscal 2025 Grants of Plan-Based Awards table and footnotes for more information on LTI equity awards delivered, and how they were valued for purposes of the tables as well as the terms of the awards.

The grant price is the closing price of Deere common stock on the NYSE on the grant date and is used to determine the number of PSUs, RSUs, and stock options to be awarded. Awards granted in previous years are not a factor in determining the current year’s LTI award, nor is potential accumulated wealth.


2026 PROXY STATEMENT	51

Table of Contents

PROXY SUMMARY

PROPOSAL 1: ELECTION OF DIRECTORS

PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

OTHER MATTERS FOR VOTE

ADDITIONAL INFORMATION

APPENDICES

PERFORMANCE TARGETS FOR PSUs granted in 2025

For PSUs granted in fiscal 2025 (December 2024), the actual number of shares to be issued upon vesting will be based on Deere’s revenue growth and total shareholder return relative to the performance peer group with equal weighting for the three-year performance period ending in 2027 and measured as of the end of the performance period. The performance peer group is approved by the Committee at the start of the performance period. The calculations for the payout of the fiscal 2025 PSU award will be as follows:


50% of PSUs Awarded		relative Revenue Growth Payout %		PSU PAYOUT BASED ON REVENUE GROWTH METRIC


50% of PSUs Awarded		relative TSR Payout %		PSU PAYOUT BASED ON TSR METRIC

The PSU payout based on the relative revenue growth metric, together with the PSU payout based on the relative TSR metric, will make up the PSU award for the performance period ending in 2027.

The number of PSUs that vest and convert to shares from the PSU award for the performance period ending in 2027 can range from 0% to 200% of the number of PSUs awarded, depending on Deere’s relative performance during the performance period, as illustrated in the following table. These performance targets reflect the Committee’s belief that median levels of relative performance should generally lead to median levels of compensation. Additionally, setting the target at the 50^th percentile is also substantially aligned with the competitive market, with the majority of peer companies setting the target at the median.


Deere’s Revenue Growth or TSR Performance Relative to	% of Target Shares
the Performance Peer Group	Earned (Payout %)⁽¹⁾

At or above 75th percentile	200%
At 50th percentile	100%
At 25th percentile	25%
Below 25th percentile	0%

(1)	Interim points are interpolated.

summary of PSU awards

Each PSU award is based on a performance period of three fiscal years resulting in overlapping periods. The potential payout for each PSU award ranges from 0 to 200 percent. For the three outstanding PSU awards as of 2025 fiscal year end, the table below illustrates each performance period and the corresponding performance measures and weights.

Fiscal Year Award

3-Year
Performance Period⁽¹⁾

Performance Measures
and Weights

Potential
Payouts

PSU Payout Date

2025

2026

2027

2023-2025

PSUs

10/31/2022 to
11/02/2025

100% Relative Revenue Growth

0 - 200%

12/14/2025

2024-2026

PSUs

10/30/2023 to
11/01/2026

50% Relative Revenue Growth

50% Relative TSR

0 - 200%

12/13/2026

2025-2027

PSUs

10/28/2024 to
10/31/2027

50% Relative Revenue Growth

50% Relative TSR

0 - 200%

12/11/2027

(1)

The performance periods reflect the full fiscal years covered by each PSU award. Relative revenue growth is calculated for those periods as of a date specified in the terms of the PSU awards. This date is November 15 for the 2023-2025 PSUs and 2024-2026 PSUs and is November 1 for the 2025-2027 PSUs.


52	2026 PROXY STATEMENT

Table of Contents

PROXY SUMMARY

PROPOSAL 1: ELECTION OF DIRECTORS

PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

OTHER MATTERS FOR VOTE

ADDITIONAL INFORMATION

APPENDICES

Long-term incentive PSU payout FOR PERFORMANCE PERIOD ENDED FISCAL 2025

The performance period for PSUs granted in fiscal 2023 (December 2022) ended on November 2, 2025. The performance peer group for this period was approved by the Committee at the start of the performance period.

psu PERFORMANCE TARGETS FOR PERFORMANCE PERIOD ENDed fiscal 2025

The calculation for the payout of the fiscal 2023 PSU award was as follows:


100% of PSUs Awarded		RELATIVE Revenue Growth Payout %		PSU PAYOUT

The number of PSUs that vest and convert to shares from the PSU award for the performance period ended on November 2, 2025 could range from 0% to 200% of the number of PSUs awarded, depending on Deere’s relative revenue growth performance during the performance period, as illustrated in the following table:


Deere’s Revenue Growth Relative to	% of Target Shares
the Performance Peer Group	Earned (Payout %)⁽¹⁾

At or above 75th percentile	200%
At 50th percentile	100%
At 25th percentile	25%
Below 25th percentile	0%

(1)	Interim points are interpolated.

These performance targets reflect the Committee’s belief that median levels of relative performance should generally lead to median levels of compensation. Setting the target at the 50^th percentile is also substantially aligned with the competitive market, with the majority of peer companies setting the target at the median.

PSU payout FOR PERFORMANCE PERIOD ENDED FISCAL 2025

The final number of shares earned was based on Deere’s annualized revenue growth relative to the performance peer group over the three-year performance period. The Committee made its final payout determination following a review of the relative revenue growth performance of Deere versus the performance peer group companies. Starting from fiscal 2022 revenue of $52.6 billion and ending fiscal 2025 revenue at $45.7 billion, Deere’s revenue growth reflects the impact of the trough cycle, resulting in performance at the 11th percentile. Because performance was below the 25^th percentile, the PSU awards concluding in fiscal 2025 resulted in no payout.


2026 PROXY STATEMENT	53

Table of Contents

PROXY SUMMARY

PROPOSAL 1: ELECTION OF DIRECTORS

PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

OTHER MATTERS FOR VOTE

ADDITIONAL INFORMATION

APPENDICES

Long-term incentive cash (LTIC) payout FOR PERFORMANCE PERIOD ENDED FISCAL 2025

To further emphasize LTI equity and simplify our compensation program, the Committee discontinued the use of the LTIC plan for performance periods that would have begun in fiscal 2024 and thereafter, and allowed the LTIC in-process performance periods to continue. The performance period ending in fiscal 2025 represents the final three-year performance period under the LTIC program.

The payout for the performance period ended fiscal 2025 used a three-year SVA metric with a modifier based on three-year relative TSR performance. The following chart details the threshold, target, and maximum accumulated SVA goals for the remaining performance period that included fiscal 2025. The target and maximum goals for the performance period ending in 2025 represented a 30% increase from the performance period that ended in fiscal 2024. Payout percentages are linearly interpolated for SVA performance between the points.


			Fiscal 2023
SVA Goals for LTIC				through Fiscal 2025

SVA Goal for Maximum Payout			$	14,980 million
SVA Goal for Target Payout			$	7,490 million
Threshold SVA Required for Payout			$	5 million

MODIFICATION OF AWARDS BASED ON RELATIVE TSR (rTSR)

LTIC payouts may be modified based on rTSR performance as compared to the performance peer group. The comparator peer group utilized for the PSU metrics is also used for the rTSR comparator group. Performance at the 50th percentile will have no adjustment to the payout as the modifier will be 100%. Payout percentages are linearly interpolated for rTSR performance between the points as illustrated below.


Performance Bend Points		Percent of Award Earned

At or above 75th percentile		125%
50th percentile		100%
At or below 25th percentile		75%

The LTIC award opportunity was capped and could not exceed 200% of target. For example, if SVA performance was at maximum, the LTIC payout could not exceed 200% of target even if rTSR performance was above 50th percentile.

rTSR PERFORMANCE FOR LTIC PERFORMANCE PERIOD ENDed FISCAL 2025

Deere’s TSR during the three-year performance period from October 31, 2022 to November 2, 2025 was 21.2%, calculated based on stock price appreciation and reinvested dividends over that period. This performance ranked at the 23rd percentile as compared to the performance peer group, resulting in a 25% reduction to the payout.


54	2026 PROXY STATEMENT

Table of Contents

PROXY SUMMARY

PROPOSAL 1: ELECTION OF DIRECTORS

PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

OTHER MATTERS FOR VOTE

ADDITIONAL INFORMATION

APPENDICES

FISCAL 2025 PERFORMANCE RESULTS FOR LTIC

The LTIC payout percentage for fiscal 2025 was calculated as follows:


Fiscal Year		SVA (in millions)

2023		$	9,318
2024		$	5,373
2025		$	2,397
Accumulated SVA for 2023 - 2025 performance period		$	17,088
SVA Goal for Target Payout		$	7,490
Accumulated SVA % of Target for Current Year (Capped at 200%)			200.0%
Multiplied by rTSR Modifier			75.0%
Actual Performance as % of Target			150.0%

LTIC AWARD CALCULATIONs

The amount of the LTIC award paid to an NEO was calculated as follows:


eligible earnings FOR the FISCAL YEAR		Target LTIC rate		Actual performance as a percent of target		rTSR Modifier		LTIC award amount

Based on the 150.0% payout reflected above, actual LTIC awards paid to the NEOs are shown in the table below.


		Fiscal 2025							SVA Performance Payout					Fiscal 2025
Name	Eligible Earnings			Target LTIC Rate			Target Award		Before Modifier		rTSR Modifier		LTIC Award Payout

John C. May	$	1,694,507	x	135%	=	$	2,287,584	x	200.0%	x	75.0%	=	$	3,431,377
Joshua A. Jepsen	$	940,724	x	105%	=	$	987,760	x	200.0%	x	75.0%	=	$	1,481,640
Ryan D. Campbell	$	989,700	x	105%	=	$	1,039,185	x	200.0%	x	75.0%	=	$	1,558,778
Rajesh Kalathur	$	982,523	x	105%	=	$	1,031,649	x	200.0%	x	75.0%	=	$	1,547,474
Deanna M. Kovar	$	932,635	x	105%	=	$	979,267	x	200.0%	x	75.0%	=	$	1,468,900


2026 PROXY STATEMENT	55

Table of Contents

PROXY SUMMARY

PROPOSAL 1: ELECTION OF DIRECTORS

PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

OTHER MATTERS FOR VOTE

ADDITIONAL INFORMATION

APPENDICES

Compensation Determination Methodology and Process

Independent Review and Approval of Executive Compensation

The Committee is responsible for reviewing and approving goals and objectives related to incentive compensation for the majority of salaried employees. In particular, the Committee evaluates the NEOs’ performance in relation to established goals and ultimately approves compensation for the NEOs (except for the CEO, which is also approved by all independent members of the full Board). All substantive responsibilities related to the determination of compensation of the NEOs are undertaken exclusively by the members of the Committee, all of whom are independent under current NYSE listing standards.

The Committee periodically reviews the components of our compensation program to ensure the program is aligned with our business strategy, Deere’s performance, and the interests of our employees and shareholders. In addition, the Committee regularly reviews market practices for all significant elements of executive compensation and approves necessary adjustments to ensure Deere’s compensation remains competitive.

Generally, at the Board meeting in August, the independent members of the full Board (in executive session without the CEO present) evaluates the CEO’s performance. The Committee considers the results of that evaluation when providing recommendations to the independent members of the Board for the CEO’s compensation for consideration and approval at the Board meeting in December. The CEO does not play a role in and is not present during discussions regarding his own compensation.

The CEO plays a significant role in setting the compensation for the other NEOs. In advance of the Committee meeting in December, the CEO evaluates each NEO’s (other than himself) individual performance and recommends changes to the NEOs’ base salaries and LTI awards. The CEO is not involved in determining the STI and LTIC award payouts because they are calculated using predetermined factors. The Committee has the discretion to accept, reject, or modify the CEO’s recommendations. No other executive officers play a substantive role in setting an NEO’s compensation.

The Role of the Compensation Consultant

The Committee may, in its sole discretion, engage the services of independent advisers such as a compensation consultant or legal counsel to assist in the performance of its duties. The Committee retained Semler Brossy Consulting Group, LLC (Semler Brossy) as its compensation consultant in May 2025, prior to which Pearl Meyer & Partners, LLC (Pearl Meyer) served as the Committee’s compensation consultant.

Pearl Meyer reviewed and assessed, and Semler Brossy reviews and assesses, our executive compensation program design and our compensation approach relative to our performance and the market. The Committee has sole responsibility for setting and modifying the fees paid to the consultant, determining the nature and scope of its services, and evaluating its performance. The Committee may terminate the engagement of the consultant or hire another compensation consultant at any time.

Semler Brossy regularly meets independently with the Chair of the Committee and regularly participates in Committee meetings, including executive sessions with the Committee (without any executives or other Deere personnel present), to review executive compensation data and discuss executive compensation matters, as Pearl Meyer did earlier in the year. While the Committee values this expert advice, ultimately the Committee’s decisions reflect many factors and considerations. Management works with the consultant at the Committee’s direction to develop materials and analyses, such as competitive market assessments and summaries of current legal and regulatory developments, which are essential to the Committee’s compensation determinations.

The Committee reviewed the qualifications, independence and any potential conflicts of interests of Pearl Meyer annually and of Semler Brossy prior to its engagement. Neither firm provided or provides, as applicable, other significant services to Deere nor has any other direct or indirect business relationship with Deere or any of its affiliates. Taking these and other factors into account, the Committee has determined that the work performed by Pearl Meyer did not raise any conflict of interest, and that the work performed by Semler Brossy does not raise any conflicts of interest. Additionally, based on its analysis of the factors derived from SEC and NYSE regulations and identified in the Committee’s charter as being relevant to compensation consultant independence, the Committee has concluded that Pearl Meyer was, and Semler Brossy is, independent of Deere’s management.


56	2026 PROXY STATEMENT

Table of Contents

PROXY SUMMARY

PROPOSAL 1: ELECTION OF DIRECTORS

PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

OTHER MATTERS FOR VOTE

ADDITIONAL INFORMATION

APPENDICES

Market Analysis

COMPENSATION PEER GROUP

Executive compensation is evaluated against a peer group of leading U.S.-based companies (with an emphasis on industrial manufacturing companies) that are generally characterized by large global operations, a diversified business, and/or roughly comparable annual sales and market capitalizations to Deere. Compensation paid by our compensation peer group is representative of the compensation we believe is required to attract, retain, and motivate executive talent. On at least an annual basis, the Committee works with its independent consultant to review the composition of the peer group to determine whether any changes should be made and to confirm that it remains an appropriate point of reference for NEO compensation.

For fiscal 2025, the compensation peer group continues to include 16 companies. Emerson Electric Co. was removed due to divestitures, which resulted in a revenue profile no longer aligned with Deere and the remaining peer companies. General Electric Company was added as it now meets the selection criteria described above. The table below outlines the companies included in the fiscal 2025 compensation peer group used for market analysis.


Company	Ticker		Revenue (M)⁽¹⁾			Market Capitalization (M)⁽²⁾			Employees⁽¹⁾

3M Company	MMM		$	32,681		$	60,379		85,000
Archer-Daniels-Midland Company	ADM		$	96,896		$	38,521		40,360
The Boeing Company	BA		$	77,794		$	157,693		171,000
Carrier Global Corporation	CARR		$	22,098		$	48,203		53,000
Caterpillar Inc.	CAT		$	67,060		$	150,521		109,100
Cisco Systems, Inc.	CSCO		$	58,034		$	205,287		84,900
Cummins Inc.	CMI		$	34,065		$	33,958		73,600
Eaton Corp. plc	ETN		$	23,196		$	96,159		92,000
General Electric Company	GE		$	67,954		$	138,911		125,000
General Dynamics Corporation	GD		$	42,272		$	70,736		111,600
Honeywell International Inc.	HON		$	36,662		$	138,251		97,000
Intel Corporation	INTC		$	54,228		$	211,854		124,800
Johnson Controls International plc	JCI		$	26,819		$	39,234		100,000
Lockheed Martin Corporation	LMT		$	67,571		$	112,448		122,000
PACCAR Inc	PCAR		$	35,127		$	51,078		31,100
RTX Corporation	RTX		$	68,920		$	120,714		185,000

75th Percentile			$	67,667		$	141,813		122,700
Median			$	48,250		$	104,304		98,500
25th Percentile			$	33,719		$	50,360		82,075

Deere & Company	DE		$	61,222		$	112,066		83,000
Deere Percentile				62nd			53rd		26th

(1)	Reflects data based on the last twelve months of data as of April 9, 2024 for all peers but Intel and Archer-Daniels Midland Company which are as of October 31, 2023 per S&P Capital IQ.

(2)	Reflects data based on the last twelve months of data as of December 31, 2023 as reviewed by the Committee at the time of its approval of the peer group for fiscal 2025.


2026 PROXY STATEMENT	57

Table of Contents

PROXY SUMMARY

PROPOSAL 1: ELECTION OF DIRECTORS

PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

OTHER MATTERS FOR VOTE

ADDITIONAL INFORMATION

APPENDICES

PERFORMANCE PEER GROUP


The relative performance metrics of TSR and revenue are measured against a peer group comprised of a subset of the S&P 500 Industrials. The peer group is developed by starting with the S&P 500 Industrials and then removing companies that are not manufacturing and/or related to the agricultural or construction cycles. Industries removed include Air Freight & Logistics, Airlines, Commercial Services & Supplies, Professional Services, and Trading Companies & Distributors. Within the relevant industries, qualitative discretion was applied to determine suitability and maintain consistency. Companies with significant U.S. government revenue are excluded since stock price and revenue are significantly driven by government actions. The performance peer group for the performance period ending in fiscal 2025 included the 43 companies listed below.

Machinery	DIVERSIFIED INDUSTRIALS		Electrical & Automation		Aerospace & Defense
◾ Caterpillar Inc. ◾ Cummins Inc. ◾ Dover Corporation ◾ Flowserve Corporation ◾ Fortive Corporation ◾ IDEX Corporation ◾ Illinois Tool Works Inc. ◾ Ingersoll Rand Inc. ◾ Otis Worldwide Corporation ◾ PACCAR Inc ◾ Parker-Hannifin Corporation ◾ Pentair plc ◾ Snap-on Incorporated ◾ Xylem Inc.	◾ 3M Company ◾ Honeywell International Inc. ◾ Roper Technologies Inc.		◾ AMETEK, Inc. ◾ Eaton Corporation plc ◾ Emerson Electric Co. ◾ Rockwell Automation, Inc.		◾ GE Aerospace ◾ Howmet Aerospace Inc. ◾ Textron Inc. ◾ The Boeing Company ◾ TransDigm Group Incorporated

		TRUCKING & Rail		Construction & Engineering		Building products
		◾ CSX Corporation ◾ J.B. Hunt Transport Services, Inc. ◾ Kansas City Southern ◾ Norfolk Southern Corporation ◾ Old Dominion Freight Line, Inc. ◾ Union Pacific Corporation ◾ Wabtec Corporation		◾ Jacobs Solutions Inc. ◾ Quanta Services, Inc.		◾ A.O. Smith Corporation ◾ Allegion plc ◾ Carrier Global Corporation ◾ Fortune Brands Home & Security, Inc. ◾ Johnson Controls International plc ◾ Masco Corporation ◾ Stanley Black & Decker, Inc. ◾ Trane Technologies plc

Annually, the Committee works with its independent consultant to review the composition of the performance peer group. The Committee approved the following changes to the performance peer group for the three year performance periods beginning in fiscal 2024 and fiscal 2025: (1) the addition of Generac Holdings Inc. and Nordson Corporation; and (2) the removal of Flowserve Corporation; Fortune Brands Home & Security, Inc.; Jacobs Solutions Inc.; Kansas City Southern; Roper Technologies Inc.; and TransDigm Group Incorporated.


58	2026 PROXY STATEMENT

Table of Contents

PROXY SUMMARY

PROPOSAL 1: ELECTION OF DIRECTORS

PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

OTHER MATTERS FOR VOTE

ADDITIONAL INFORMATION

APPENDICES

Indirect Compensation Elements

Perquisites

We offer our NEOs various, limited perquisites that the Committee believes are reasonable in order to remain competitive. These perquisites, which are described in footnote (6) to the Fiscal 2025 Summary Compensation Table, constitute a small percentage of the NEOs’ total compensation. The Committee conducts an annual review of the perquisites offered to the NEOs. In addition to the items listed in footnote (6), NEOs, as well as other selected employees, are provided indoor parking at no incremental cost to Deere.

The personal safety and security of employees is of utmost importance to Deere. The Company provides security for all employees, as appropriate based on an assessment of risk, which includes consideration of the employee’s position and work location. Personal security for the NEOs and other employees is aligned with the intent of the Company’s security program to help employees securely and safely conduct business. The Committee believes the costs of our security program are an appropriate and necessary business expense and does not consider such security costs to be a perquisite. Pursuant to SEC guidance, we have reported the aggregate incremental costs of the security monitoring and patrols in the “All Other Compensation” column of the Fiscal 2025 Summary Compensation Table.

The Board requires the CEO to use a Company-owned aircraft for all business and personal travel because the ability to travel safely and efficiently provides substantial benefits that justify the cost. The geographic location of Deere’s headquarters in the Midwest, more than 150 miles from a major metropolitan airport, makes personal and business travel challenging. Moreover, traveling by a Company aircraft allows the CEO to conduct business confidentially while in transit. Personal use of the Company aircraft by other NEOs is minimal and must be approved by the CEO.

Retirement Benefits

All of our NEOs are currently accruing benefits under the same defined benefit pension plan, which includes the same plan terms that apply to most qualifying U.S. salaried employees. The defined benefit pension plan was closed to new participants as of January 1, 2023. We also maintain two additional defined benefit pension plans in which some of our NEOs may participate: the Senior Supplementary Pension Benefit Plan (the “Senior Supplementary Plan”) and the John Deere Supplemental Pension Benefit Plan (the “Deere Supplemental Plan”). The Senior Supplementary Plan is also available to other participants who are accruing benefits under the defined benefit pension plan.

The tax-qualified defined benefit pension plan has compensation limits imposed by the Internal Revenue Code. The Senior Supplementary Plan provides participants with the same benefit they would have received without those limits. This avoids the relative disadvantage that participants would experience compared to other qualified plan participants. The Deere Supplemental Plan is designed to reward career service at Deere for those who were above a specified grade level prior to November 1, 2014 by utilizing a formula that takes into account only years of service above that grade level. Mr. Jepsen is not covered by the Deere Supplemental Plan. We believe the defined benefit plans serve as important retention tools, provide a level of competitive income upon retirement, and reward long-term employment and service as an officer of Deere. In addition, the fact that the Senior Supplementary and Deere Supplemental Plans are unfunded (with benefit payments under these plans being made out of the general assets of Deere), and therefore at-risk if Deere were to seek bankruptcy protection, creates a strong incentive for the NEOs to minimize risks that could jeopardize Deere’s long-term financial health. For additional information, see the Fiscal 2025 Pension Benefits Table, along with the accompanying narrative and footnotes.

We also maintain a tax-qualified defined contribution plan, the John Deere Savings and Investment Plan (SIP), which is available to most of our U.S. employees, including all of the NEOs (who each participate in the plan). We make matching contributions to participating SIP accounts on up to 6% of an employee’s pay. Deere’s match for calendar year 2025, which is reported for our NEOs under the “All Other Compensation” column of the Fiscal 2025 Summary Compensation Table, was as follows:

Match on first 2% of eligible earnings: 300%

Match on next 4% of eligible earnings: 100%


2026 PROXY STATEMENT	59

Table of Contents

PROXY SUMMARY

PROPOSAL 1: ELECTION OF DIRECTORS

PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

OTHER MATTERS FOR VOTE

ADDITIONAL INFORMATION

APPENDICES

Deferred Compensation Benefits

We also maintain certain deferred compensation plans that provide the NEOs with longer-term savings opportunities on a tax- efficient basis. Similar deferred compensation benefits are commonly offered by companies with which we compete for talent. The investment options parallel the investment options offered under our 401(k) plan, with certain limited exceptions. Additionally, participants may change investment options at any time. Refer to the Executive Compensation Tables under “Nonqualified Deferred Compensation” for additional details.

Potential Payments upon Change in Control

Deere’s Change in Control Severance Program (the “CIC Program”) covers certain executives, including each of the NEOs, and is intended to facilitate continuity of management in the event of a change in control. The Committee believes the CIC Program:


Encourages executives to act in the best interests of shareholders when evaluating transactions that, without a change in control arrangement, could be personally detrimental		Keeps executives focused on running the business in the face of real or rumored transactions		Protects Deere’s value by retaining key talent despite potential corporate changes		Protects Deere’s value after a change in control by including restrictive covenants (such as non-compete provisions) and a general release of claims in favor of Deere		Helps Deere attract and retain executives as a competitive practice

For more information, refer to “Fiscal 2025 Potential Payments upon Change in Control” and the related table.

Other Potential Post-Employment Payments

Deere’s various plans and policies provide payments to NEOs upon certain types of employment terminations that are not related to a change in control. These events and amounts are explained in the “Fiscal 2025 Potential Payments upon Termination of Employment Other than Following a Change in Control” and the related table.


60	2026 PROXY STATEMENT

Table of Contents

PROXY SUMMARY

PROPOSAL 1: ELECTION OF DIRECTORS

PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

OTHER MATTERS FOR VOTE

ADDITIONAL INFORMATION

APPENDICES

Other Compensation Matters

STOCK OWNERSHIP and HOLDING REQUIREMENTS

NEOs are expected to attain the applicable target ownership of Deere stock. The CEO is expected to hold stock equivalent to 6.0 times base salary and the other NEOs are expected to hold stock equivalent to 3.5 times base salary. These ownership levels must be achieved within five years of the date the NEO is first appointed as CEO or as an executive officer. NEOs who have not achieved the requisite ownership level may not transfer any of the stock they acquire through our equity incentive plan. Only vested RSUs and any common stock held personally by an NEO are included in determining whether the applicable ownership requirement has been met. Once an NEO achieves the appropriate ownership level, the number of shares held at that time becomes that individual’s fixed stock ownership requirement for three years, even if base salary increases or Deere’s stock price decreases. All NEOs have achieved stockholdings in excess of the applicable multiple as of the date of this Proxy Statement or are within the five-year compliance period.

Chair & CEO’s
Stock Ownership Requirement

all other NEOs’
Stock Ownership Requirement

3.5x

annual BASE SALARY

ANNUAL BASE SALARY

ANTI-HEDGING AND ANTI-PLEDGING POLICIES

Our Insider Trading Policy precludes all directors and employees, including our NEOs (and any of their related persons), from engaging in short sales of Deere’s stock or trading in instruments designed to hedge against or offset price declines by any Deere securities. Our Insider Trading Policy also prohibits our directors and officers from holding Deere stock in margin accounts or pledging Deere stock as collateral for loans or other obligations.

RECOUPMENT OF PREVIOUSLY PAID INCENTIVE COMPENSATION

Deere’s Incentive Compensation Recovery Policy (the “Recovery Policy”) adheres to the listing standards of the NYSE and the rules of the SEC. The Recovery Policy requires the Committee to recoup certain cash and equity incentive compensation paid to or deferred by certain executives in the event the Company is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the federal securities laws. Under the policy, the Committee will require recoupment if it determines that incentive-based compensation received by an executive exceeds the amount of incentive-based compensation that otherwise would have been received, had it been calculated based on the restated amounts.

In addition, our executives and employees worldwide are guided by a robust Code of Business Conduct that helps them to uphold and strengthen the standards of honor and integrity that have defined the Company since its founding. Employees who violate these standards are subject to reductions in compensation, such as the forfeiture of unvested incentive compensation or exclusion from future incentive compensation awards, both of which are permitted by the terms of the John Deere 2020 Equity and Incentive Plan and the John Deere Short-Term Incentive Bonus Plan, and other forms of discipline, up to and including termination.

Tax Deductibility

Section 162(m) of the Internal Revenue Code limits the amount that we may deduct from our federal income taxes for compensation paid to certain executive officers, including our NEOs, to $1 million per executive officer per year. While the Committee is mindful of the benefit to us of the full tax deductibility of compensation, the Committee believes that it should retain flexibility in compensating our NEOs in a manner that can best promote our corporate objectives and the interest of shareholders. Therefore, the Committee may approve compensation that may not be fully deductible because of the limits of Section 162(m).


2026 PROXY STATEMENT	61

Table of Contents

PROXY SUMMARY

PROPOSAL 1: ELECTION OF DIRECTORS

PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

OTHER MATTERS FOR VOTE

ADDITIONAL INFORMATION

APPENDICES

Risk Assessment of Compensation Policies and Practices

As shown in the diagram below, in fiscal 2025, management once again conducted a comprehensive risk assessment of Deere’s compensation policies and practices, as we have done each year since 2010.


Convened the Risk Assessment Team comprised of management personnel representing relevant areas of oversight		Completed an inventory of Deere’s compensation programs globally for both executive and non-executive employees		Updated our existing detailed risk assessment questionnaire to take into account any relevant changes in our compensation structure or philosophy		Applied the updated questionnaire to the compensation programs that, due to their size, potential payout, or structure, could pose a risk of material adverse effect on Deere

The inquiries in the risk assessment questionnaire focus on pay for performance comparisons against our compensation peer group, balance of compensation components, program design and pay leverage, program governance, and factors that mitigate program risks.

In addition, as discussed above, Deere maintains stock ownership requirements that are designed to motivate our management team to focus on Deere’s long-term sustainable growth, a Recovery Policy designed to require recoupment of incentive compensation in the event of a financial restatement, a robust Code of Conduct setting forth the standards of conduct for all employees, the violation of which may result in discipline such as termination and the forfeiture of incentive compensation, and anti-hedging and anti-pledging policies designed to prevent speculation in Deere securities and borrowing against Deere securities. The Committee and management also have the ability to use negative discretion to determine appropriate payouts for formula-based awards.

Based on its most recent review, the Risk Assessment Team concluded that Deere’s compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company. The Committee, along with its independent compensation consultant, reviewed the risk assessment and concurred with that conclusion. The Committee believes the following key factors support the Risk Assessment Team’s conclusion:

Incentive programs evaluate a variety of performance metrics

The performance metrics for our STI and LTIC plans as well as the PSU awards under the LTI plan are based on defined metrics as disclosed in the CD&A and are subject to internal audit and outside consultant review

The metrics for our STI, LTIC, and LTI compensation and the related potential payouts are capped to reduce the risk that executives might be motivated to attain excessively high “stretch” goals to maximize payouts

Overall compensation structure and mix are generally aligned with market practices and place more emphasis on at-risk, long-term pay for senior leaders

There are several control and risk mitigation mechanisms in place, including ownership guidelines, anti-hedging and anti-pledging policies, and Recovery Policy, with rigorous management and Committee oversight processes


62	2026 PROXY STATEMENT

Table of Contents

PROXY SUMMARY

PROPOSAL 1: ELECTION OF DIRECTORS

PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

OTHER MATTERS FOR VOTE

ADDITIONAL INFORMATION

APPENDICES

The reports of the Compensation Committee and the Audit Review Committee included in this Proxy Statement do not constitute soliciting material and will not be deemed filed or incorporated by reference by any general statement incorporating by reference this Proxy Statement or future filings into any filing under the Securities Act of 1933 or under the Securities Exchange Act of 1934, except to the extent that Deere specifically incorporates the information by reference, and will not otherwise be deemed filed under these statutes.

Compensation Committee Report

The Compensation Committee of the Board of Directors has reviewed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K and discussed it with Deere’s management. Based on the Compensation Committee’s review and discussions with management, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in Deere’s Proxy Statement.

compensation Committee



L. Neil Hunn Chair		Tamra A. Erwin



Michael O. Johanns		Sheila G. Talton

* Brian Sikes was appointed to the Compensation Committee following the review and discussion described in this report.


2026 PROXY STATEMENT	63


		We invite you to learn more about John Deere’s Higher Purpose at www.deere.com/purpose


Proxy Summary
Meeting Logistics	2	Ratification of Independent Registered Public Accounting Firm Highlights	9
Election of Directors Highlights	3	Forward-Looking Statements	9
Executive Compensation Highlights	6	Website References	9

Proposal 01—Election of Directors
Compensation of Directors	18	Security Ownership of Certain Beneficial Owners and Management	29
Corporate Governance	20	Review and Approval of Related Person Transactions	31
Board Oversight of Risk Management	26

Proposal 02—Advisory Vote on Executive Compensation
Executive Compensation Table of Contents	34	Compensation Committee Report	63
Compensation Discussion and Analysis	34	Executive Compensation Tables	64
Key Aspects of the 2025 Compensation Program	39	Pay Ratio Disclosure	75
Direct Compensation Elements	44	Pay Versus Performance Disclosure	76
Compensation Determination Methodology and Process	56	Option Award Disclosure	79
Indirect Compensation Elements	59	Equity Compensation Plan Information	80
Risk Assessment of Compensation Policies and Practices	62

Proposal 03—Ratification of INDePendent Registered Public Accounting Firm
Audit Review Committee Report	84

Other Matters for Vote
Proposal 04—Report on the Return on Investment of Emission Reduction Goals	88	Proposal 06—Report on Faith-Based Business Resource Groups	92
Proposal 05—Shareholder Right to Act by Written Consent	90

Additional Information
Voting and Meeting Information	94	Other Matters	98
Annual Report	97	2027 Shareholder Proposals and Nominations	98
Electronic Delivery of Deere’s Proxy Solicitation Materials	97	Cost of Solicitation	99
Householding Information	98

APPENDIX
Appendix A—Director Independence Categorical Standards of Deere & Company Corporate Governance Policies	100	Appendix B—Methodology for Short-Term Incentive Goal Setting	102