迪尔美股招股说明书(2025-10-03版)

Deere Funding Canada Corporation 4.150% Notes due 2030 Fully and Unconditionally Guaranteed byDeere& Company Deere Funding Canada Corporation (the “Issuer”) is offering $500,000,000 aggregate principal amount of4.150% NotesdueOctober 9, 2030(the “Notes”). The Issuer is an indirect, wholly owned subsidiary of Deere& Company (the “Guarantor”), and itsprimary corporate purpose is to obtain financing in public markets to fund the operations of the Guarantor’s affiliated companies inCanada. The Issuer does not engage in any other business activities or operations. Interest on the Notes will be paid semi-annually inarrears onApril 9 and October 9of each year, beginning onApril 9, 2026. The Notes will mature onOctober 9, 2030. However, theIssuer has the option to redeem all or any portion of the Notes, in whole or in part, at any time and from time to time, at the applicableredemption price described in this prospectus supplement under the caption “Description of the Notes—Optional Redemption.” Inaddition, the Issuer or the Guarantor may redeem the notes in whole, but not in part, at its option, at 100% of the principal amountthereof plus unpaid interest accrued to, but excluding, the redemption date, in the event of certain developments affecting Canada orother applicable taxing jurisdictions as described under the heading “Description of the Notes—Tax Redemption.” The Notes will rank equally with all of the Issuer’s unsecured and unsubordinated indebtedness. The Notes will be fully andunconditionally guaranteed (the “Guarantee”) on a senior unsecured basis by the Guarantor. The Guarantee will be the Guarantor’ssenior unsecured obligation and will rank equally in right of payment with all of the Guarantor’s other senior unsecured indebtednessfrom time to time outstanding. Investing in the Notes involves risks. See “Risk Factors” beginning on pageS-5 of this prospectus supplement and the risksdiscussed elsewhere in this prospectus supplement, the accompanying prospectus and the documents Deere& Company fileswith the Securities and Exchange Commission (the “SEC”) pursuant to the Securities Exchange Act of 1934, as amended, andwhich are incorporated by reference herein. (1)Plus accrued interest from October9, 2025 if settlement occurs after that date. Neither the SEC nor any state or other securities commission has approved or disapproved of these securities or determined if thisprospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminaloffense. Delivery of the Notes in book-entry only form will be made on or about October9, 2025 through the facilities of The DepositoryTrust Company (“DTC”) for the accounts of its participants, including Clearstream Banking S.A. and Euroclear Bank SA/NV. Joint Book-Running Managers TABLE OF CONTENTS Prospectus Supplement Page ABOUT THIS PROSPECTUS SUPPLEMENTS-2INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-4RISK FACTORSS-5USE OF PROCEEDSS-6DESCRIPTION OF THE NOTESS-7MATERIAL CANADIAN FEDERAL INCOME TAX CONSIDERATIONSS-12MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONSS-13ENFORCEMENT OF CIVIL LIABILITIESS-18UNDERWRITINGS-19LEGAL OPINIONSS-24 Prospectus Page RISK FACTORS1WHERE YOU CAN FIND MORE INFORMATION7INCORPORATION OF CERTAIN INFORMATION BY REFERENCE7DEERE& COMPANY8DEERE FUNDING CANADA CORPORATION8USE OF PROCEEDS9PROSPECTUS10PROSPECTUS SUPPLEMENT OR TERM SHEET11DESCRIPTION OF DEBT SECURITIES12SPECIAL PROVISIONS RELATING TO FOREIGN CURRENCY NOTES45DESCRIPTION OF DEBT WARRANTS47DESCRIPTION OF PREFERRED STOCK49DESCRIPTION OF DEPOSITARY SHARES53DESCRIPTION OF COMMON STOCK56DESCRIPTION OF COMMON WARRANTS57DESCRIPTION OF CURRENCY WARRANTS59DESCRIPTION OF INDEXED WARRANTS AND OTHER WARRANTS62DESCRIPTION OF OUTSTANDING CAPITAL STOCK64DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS66PLAN OF DISTRIBUTION67LEGAL MATTERS69EXPERTS69 We have not, and the underwriters have not, authorized any other person to provide you with information or to make anyrepresentations other than that or those, as applicable, contained or incorporated by reference in this prospectus supplement and theaccompanying prospectus. We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, anyother information that others may give you. We are not, and the underwriters are not, making an offer to sell the Notes in anyjurisdiction where the offer or sale is not permitted. The information contained or incorporated by reference in this prospectussupplement and the accompanying prospectus may only be accurate on the date such information is given. Our business, financialcondition, liquidity, results of operations and prospects may have changed since any such date. As used in this prospectus supplement, unless otherwise specified or in the context otherwise requires: ·“Deere,” “we,” “us” or “our” mean Deere& Company, a Delaware corporation, together with its consolid