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Dole plc (DOLE)

CIK: 0001857475. SIC: 0100 Agricultural Production-Crops. Latest 10-K as of: 2026-03-02.

SIC breadcrumb: Agriculture, Forestry, And Fishing > SIC Major Group 01 > SIC 0100 Agricultural Production-Crops

SEC company page: https://www.sec.gov/edgar/browse/?CIK=1857475. Latest filing source: 0001857475-26-000028.

Selected Fundamentals

MetricValueUnitFYFiled
Revenue9,172,907,000USD20252026-03-02
Net income51,319,000USD20252026-03-02
Assets4,396,124,000USD20252026-03-02

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-03-02. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001857475.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Free cash flow = operating cash flow - capital expenditures. Missing metrics are omitted rather than fabricated.

Metric202320242025
Revenue8,245,268,0008,475,343,0009,172,907,000
Net income124,063,000125,513,00051,319,000
Operating income272,158,000280,564,000222,965,000
Gross profit694,170,000717,721,000714,308,000
Diluted EPS1.301.320.53
Operating cash flow298,605,000262,721,000123,206,000
Capital expenditures78,041,00082,435,000121,497,000
Dividends paid30,750,00030,645,00032,376,000
Assets4,446,363,0004,396,124,000
Liabilities3,011,445,0002,894,351,000
Stockholders' equity1,293,299,0001,364,103,000
Cash and cash equivalents330,017,000267,854,000
Free cash flow220,564,000180,286,0001,709,000

Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

Metric202320242025
Net margin1.50%1.48%0.56%
Operating margin3.30%3.31%2.43%
Return on equity9.70%3.76%
Return on assets2.82%1.17%
Liabilities / equity2.332.12
Current ratio1.171.17

Financial Charts

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-11. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001857475.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

QuarterEnd DateRevenueNet IncomeDiluted EPSMethod
2026-Q12026-03-312,342,175,00031,297,0000.33reported discrete quarter

Quarterly Charts

Macro Cross-References

Latest quarter (10-Q)

Latest 10-Q source: 0001857475-26-000051.

Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Confidence: high. Filing date: 2026-05-11. Report date: 2026-03-31.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Executive Overview

We are a global leader in fresh fruits and vegetables, with produce sourced, both locally and globally, from over 100 countries in various regions and distributed and marketed in over 85 countries, across retail, wholesale, food service and e-commerce channels. Our most significant products hold leading market share positions in their respective categories and territories. We are one of the world’s largest producers of fresh bananas and pineapples, a major global exporter of grapes and have an expanding presence in avocados, mangos, kiwis, berries, cherries and organic produce. We sell and distribute fruit and vegetable products throughout an extensive network in North America, Europe, Latin America, Asia, the Middle East and Africa (primarily in South Africa). For further information on our principal sources of revenue, refer to Note 5 “Revenue” to the unaudited condensed consolidated financial statements included herein. In addition, see Part I, “Item 1. Business” in the Annual Report on Form 10-K for a more detailed description of our products and services offered.

Dole is comprised of the following three reportable segments:

Fresh Fruit: The Fresh Fruit reportable segment primarily sells bananas, pineapples and plantains which are sourced from Dole-owned and leased farms or local growers, predominately located in Latin America, and sold throughout North America, Europe, Latin America and Asia. This segment also operates a commercial cargo business, which offers available capacity to transport third party cargo on company-owned vessels that are primarily used internally for transporting bananas and pineapples between Latin America, North America and Europe.

Diversified Fresh Produce – EMEA: The Diversified Fresh Produce – EMEA reportable segment includes Dole’s Irish, Dutch, Spanish, Portuguese, French, Italian, U.K., Swedish, Danish, South African, Czech, Slovakian, Polish, German and Brazilian businesses, the majority of which sell a variety of imported and local fresh fruits and vegetables through retail, wholesale, food service and e-commerce channels across the European marketplace.

Diversified Fresh Produce – Americas & ROW: The Diversified Fresh Produce – Americas & ROW reportable segment includes Dole’s U.S., Canadian, Mexican, Chilean, Peruvian and Argentinian businesses, all of which market globally and locally-sourced fresh produce, including avocados, kiwis, apples, berries and cherries, from third-party growers or Dole-owned farms to wholesale, retail-oriented marketing and specialist businesses.

Vegetables Exit Process

On August 5, 2025, the Vegetables Transaction closed and we completed the exit of the Fresh Vegetables division. The results of operations of the Fresh Vegetables division up to the disposal date have been reported separately as discontinued operations, net of income taxes, within our operating results below. We do not expect the sale to have other material direct or indirect impacts to our current or future operating results, statement of financial position and cash flows.

See our Annual Report on Form 10-K for additional detail on the disposal of our Fresh Vegetables division.

Current Economic and Market Environment

Overall, the economic and market environment continues to be volatile in 2026 and a number of external factors are currently posing challenges to the global economy and to our business, including:

•Continuing global economic disruption due to geopolitical conflicts, as well as increased local disruptions due to political or security issues. Most recently the broadening conflict in the Middle East has contributed to higher global fuel prices and increased uncertainty with respect to future direct and indirect input costs;

•Evolving and dynamic global trade policies, including but not limited to the imposition (and any future imposition) of tariffs and their impact on supply chains and logistics, the relative cost to get each product to market, demand patterns, foreign exchange rates and other areas;

•Changing central bank monetary policies, which have resulted in interest rate adjustments and volatile foreign exchange rates;

•Weather events, including the supply chain impacts of the 2024 tropical storms in Honduras;

•Crop disease pressures which put pressure on yields and supply and also on growing and sourcing costs; and

•Evolving regulatory environments in many areas, including in shipping.

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In response to the various ongoing challenges noted above, we are continuing to work across our business on mitigation strategies, including working with customers and suppliers to manage possible impacts of changes in tariff regimes, adjusting pricing, identifying operational efficiencies and making strategic investments where deemed appropriate. Although we ultimately believe that we are well positioned within our industry to weather periods of economic disruption, the scope, duration and carry over effects of the above factors are uncertain, rapidly changing and difficult to predict. Therefore, the extent and magnitude of the impact of these factors on our business, operating results and long-term liquidity position cannot be reliably estimated at this time.

In addition, we are continuing to monitor the direct and indirect effects of ongoing and emerging geopolitical conflicts, on both the global economy and our business and operations. The broader consequences of these issues have given, and will continue to give rise to, certain challenges for our business but any resulting impacts have not been and are not currently expected to be material to Dole’s overall results.

See Part I, “Item 1A. Risk Factors” in the Annual Report on Form 10-K for more information on ongoing risks, such as those related to currency exchange fluctuations, increases in product costs, international operations, global capital and credit markets and the uncertainty of wars and other global conflicts.

Operating Results

Selected results of operations for the three months ended March 31, 2026 and March 31, 2025 were as follows:

Three Months Ended

Change

March 31,

2026

March 31,

2025

2026 vs. 2025

(U.S. Dollars in thousands, except percentages)

Revenues, net

$

2,342,175 

$

2,099,404 

$

242,771 

11.6 

%

Cost of sales

(2,157,182)

(1,917,211)

(239,971)

12.5 

%

Gross profit

184,993 

182,193 

2,800 

Selling, marketing, general and administrative expenses

(123,780)

(118,412)

(5,368)

4.5 

%

Gain on disposal of businesses

1,192 

361 

831 

230.2 

%

Gain on asset sales

667 

3,801 

(3,134)

(82.5)

%

Impairment and asset write-downs of property, plant and equipment and lease assets

(1,112)

(38)

(1,074)

2826.3 

%

Operating income

61,960 

67,905 

(5,945)

Other income (expense), net

4,538 

(348)

4,886 

1404.0 

%

Interest income

4,205 

3,040 

1,165 

38.3 

%

Interest expense

(12,586)

(17,182)

4,596 

(26.7)

%

Income from continuing operations before income taxes and equity earnings

58,117 

53,415 

4,702 

Income tax expense

(21,982)

(17,578)

(4,404)

25.1 

%

Equity method earnings

1,600 

8,292 

(6,692)

(80.7)

%

Income from continuing operations

37,735 

44,129 

(6,394)

Income from discontinued operations, net of income taxes

— 

30 

(30)

(100.0)

%

Net income

37,735 

44,159 

(6,424)

Income attributable to noncontrolling interests

(6,438)

(5,247)

(1,191)

22.7 

%

Net income attributable to Dole plc

$

31,297 

$

38,912 

$

(7,615)

The following provides an analysis of consolidated operating results in comparison to the prior year. Management has analyzed the significant drivers of changes in consolidated operating results below and provided further commentary on segment performance in the section to follow. All other operating results not included in the analysis were not significant to the Company’s overall performance.

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Revenues, Net

The increase in total revenue, net, for the three months ended March 31, 2026 (11.6%, or $242.8 million) was primarily due to positive operational performance across all reportable segments and a favorable impact from foreign currency translation of $96.2 million, as a result of the strengthening of the Swedish krona, euro and the British pound sterling against the U.S. Dollar when compared to prior year.

Other factors driving changes in revenue are described in more detail in the “Segment Operating Results” section below.

Cost of Sales

The increase in total cost of sales for the three months ended March 31, 2026 (12.5%, or $240.0 million) was primarily due to increased trading activity for all reporting segments and an unfavorable impact from foreign currency translation. Additionally, in the Fresh Fruit segment, cost of sales increased due to higher fruit sourcing costs in bananas due to higher overall sourcing costs in the market and also in pineapples, particularly due to the strengthening of the Costa Rican Colón against the U.S. Dollar.

See“Segment Operating Results” section below for additional detail.

Selling, Marketing and General and Administrative Expenses (“SMG&A”)

The increase in total SMG&A for the three months ended March 31, 2026 (4.5%, or $5.4 million) was primarily due to the impact of foreign current translation in the period partially offset by benefit from a partial restructuring of our operations in the Diversified Fresh Produce – Americas & ROW segment.

Gain on Disposal of Businesses

The gain on disposal of businesses for the three months ended March 31, 2026 was $1.2 million and was primarily due to the disposal of a controlling interest in a business in South Africa within the Diversified Fresh Produce – EMEA segment. We have retained an equity method investment in the business. The gain on disposal of businesses for the three months ended March 31, 2025 was $0.4 million and was primarily related to amounts that were released from escrow on the sale of our Progressive Produce business in 2024.

Gain on Asset Sales

The gain on asset sales for the three months ended March 31, 2026 was $0.7 million and was primarily the result of the sale of certain properties in the Diversified Fresh Produce – Americas & ROW and Diversified Fresh Produce – EMEA segments, as well as the sale of certain property, plant and equipment across all reporting segments.

The gain on asset sales for the three months ended March 31, 2025 was $3.8 million and was primarily the result of the sale of actively marketed land in Hawaii, part of the Fresh Fruit segment.

Impairment and asset write-downs of property, plant and equipment and lease assets

The impairment and asset write-downs of property, plant and equipment and lease assets for the three months ended March 31, 2026 was $1.1 million and was related to asset write-downs of certain property, plant and equipment across all reportable segments. The impairment and asset write-downs of property, plant and equipment and lease assets for the three months ended March 31, 2025 was immaterial.

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Other income (expense), net

Other income (expense), net increased to income of $4.5 million in the three months ended March 31, 2026 from expense of $0.3 million in the three months ended March 31, 2025. The increase was primarily due to higher net unrealized gains on foreign currency denominated borrowings and higher net gains of other mark to market instruments, partially offset by higher net periodic costs from non-service components of pension and other postretirement benefit plans and other miscellaneous costs.

See Note 7 “Other Income (Expense), Net” to the unaudited condensed consolidated financial statements included herein for additional detail.

Interest Income

The increase in interest income for the three months ended March 31, 2026 (38.3%, or $1.2 million) was primarily due to int

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted from Item 7 to the first post-MD&A boundary after HTML sanitization. Confidence: high. Filing date: 2026-03-02. Report date: 2025-12-31.

Item 7.        Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations included herein should be read in conjunction with the information contained in our consolidated financial statements and the notes thereto, and may contain forward-looking statements that relate to our plans, objectives, estimates and goals and involve risks and uncertainties. Our actual results could differ materially from the forward-looking statements included herein. Statements regarding our future and projections relating to products, sales, revenues, expenditures, costs and earnings are typical of such statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in “Item 1A. Risk Factors”.

Executive Overview

We are a global leader in fresh fruits and vegetables, with produce sourced, both locally and globally, from over 100 countries in various regions and distributed and marketed in over 85 countries, across retail, wholesale, food service and e-commerce channels. Our most significant products hold leading market share positions in their respective categories and territories. We are one of the world’s largest producers of fresh bananas and pineapples, a major global exporter of grapes and have an expanding presence in avocados, mangos, kiwis, berries, cherries and organic produce. We sell and distribute fruit and vegetable products throughout an extensive network in North America, Europe, Latin America, Asia, the Middle East and Africa (primarily in South Africa). For further information on our principal sources of revenue, refer to Note 5 “Revenue” to our consolidated financial statements included in “Item 8. Financial Statements and Supplementary Data.” In addition, see “Item 1. Business” for a more detailed description of our products and services offered.

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Dole is comprised of the following three reportable segments:

Fresh Fruit: The Fresh Fruit reportable segment primarily sells bananas, pineapples and plantains which are sourced from Dole-owned and leased farms or local growers, predominately located in Latin America, and sold throughout North America, Europe, Latin America and Asia. This segment also operates a commercial cargo business, which offers available capacity to transport third party cargo on company-owned vessels that are primarily used internally for transporting bananas and pineapples between Latin America, North America and Europe.

Diversified Fresh Produce – EMEA: The Diversified Fresh Produce – EMEA reportable segment includes Dole’s Irish, Dutch, Spanish, Portuguese, French, Italian, U.K., Swedish, Danish, South African, Czech, Slovakian, Polish, German and Brazilian businesses, the majority of which sell a variety of imported and local fresh fruits and vegetables through retail, wholesale, e-commerce and food service channels across the European marketplace.

Diversified Fresh Produce – Americas & ROW: The Diversified Fresh Produce – Americas & ROW reportable segment includes Dole’s U.S., Canadian, Mexican, Chilean, Peruvian and Argentinian businesses, all of which market globally and locally-sourced fresh produce, including avocados, kiwis, apples, berries and cherries, from third-party growers or Dole-owned farms to wholesale, retail-oriented marketing and specialist businesses.

Vegetables Exit Process

On August 1, 2025 we entered into the Vegetables Transaction with OG Holdco LLC to sell the Fresh Vegetables division for an aggregate purchase price of approximately $140.0 million (approximately $90.0 million in cash and a $50.0 million seller note), subject to customary adjustments, as well as a $10.0 million earn-out. On August 5, 2025 (the “closing date” or “disposal date”), the Vegetables Transaction closed and we completed the exit of the Fresh Vegetables division (the “Vegetables exit process”). As a result of sale of the Fresh Vegetables division, we recognized a pre-tax loss on disposal of $14.7 million ($11.2 million, net of tax), included in loss from discontinued operations, net of income taxes, within the consolidated statements of operations in the year ended December 31, 2025. The carrying amount of net assets sold amounted to $141.8 million, including cash of $28.0 million, and net cash proceeds from the sale were primarily used to reduce the amounts outstanding on our Corporate Revolving Credit Facility.

The results of operations of the Fresh Vegetables division up until the disposal date have been reported separately as discontinued operations, net of income taxes, within our operating results below.

See Note 4 “Acquisitions and Divestitures” to our consolidated financial statements included in “Item 8. Financial Statements and Supplementary Data”, as well as “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” section below, for additional detail on the results of discontinued operations and the Vegetables exit process. Other than the impact of the sale discussed above, we do not expect the sale to have other material direct or indirect impacts to our current or future operating results, statement of financial position and cash flows.

Trend information

Our results of operations are affected by numerous factors, including current economic and market environment, and the balance between the supply of and demand for products, as well as competition from other fresh produce companies. Our results of operations are also dependent on the ability to supply a consistent volume and quality of fresh produce to served markets. Set forth below are other general key factors that have had and may have a significant impact on Dole’s results of operations in the future.

Current Economic and Market Environment

Overall, the economic and market environment continued to be volatile in 2025, and as we look ahead to 2026, a number of external factors are currently posing important risks to the global economy and to our business, including:

•Evolving global trade policies, including but not limited to the imposition (and any future imposition) of tariffs and their impact on supply chains and logistics, the relative cost to get each product to market, demand patterns, foreign exchange rates and other areas;

•Global economic disruption due to geopolitical conflicts, as well as increased local disruptions due to political or security issues;

•Changing central bank monetary policies, which have resulted in interest rate adjustments and volatile foreign exchange rates, in particular;

•Weather events, including the impacts of the 2024 tropical storms in Honduras;

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•Crop disease pressures which put pressure on yields and supply and also on growing and sourcing costs; and

•Evolving regulatory environments in many areas, including in shipping.

In response to the various ongoing challenges noted above, we are continuing to work across our business on mitigation strategies, including working with customers and suppliers to manage possible impacts of recent and possible future tariff implementations, enacting price increases, identifying operational efficiencies and making strategic investments where deemed appropriate. Although we ultimately believe that we are well positioned within our industry to weather periods of economic disruption, the scope, duration and carry over effects of the above factors are uncertain, rapidly changing and difficult to predict. Therefore, the extent and magnitude of the impact of these factors on our business, operating results and long-term liquidity position cannot be reliably estimated at this time.

In addition, we are continuing to monitor the direct and indirect effects of ongoing and emerging geopolitical conflicts, on both the global economy and our business and operations. The broader consequences of these issues have resulted, and will continue to result in certain challenges for our business but any resulting impacts have not been and are not expected to be material to Dole’s overall results.

See “Item 1A. Risk Factors” herein for more information on ongoing risks, such as those related to currency exchange fluctuations, increases in product costs, international operations, global capital and credit markets, weather-related events and the uncertainty of wars and other global conflicts.

Supply / Demand Management and Price Fluctuations

Matching marketplace demand with supply from Dole-owned farms and local and global producers is a core competency for our business. Fresh produce supply and demand management is complicated by the inherent perishability and relatively short shelf-life of these products. On the supply side, the transportation of fresh produce as well as the production and sale of produce can be impacted by geopolitical as well as environmental factors beyond our immediate control, including unexpected weather events and climate change. Overly cold or overly warm weather can disrupt the timing of production, and, when more severe, weather can limit yields and supply overall. Outsized weather events and natural disasters may disrupt entire seasons of operations and can require significant investments in order to fund recovery. Prices and margins fluctuate accordingly. Supply planning traverses seasons and continents and is often conducted months in advance of sale, limiting our capacity to adjust volumes. Demand can also be impacted by weather patterns. For example, a warm spell can drive higher strawberry sales, while persistent cold weather can reduce those sales. In addition, at a macroeconomic level, customer and consumer demand are constantly impacted by evolving consumer trends and consumption patterns. Overall, however, we are able to maintain flexibility to adequately manage operations because of the diversity of our customers and producers, as well as our ability to match longer-term supply contracts with longer-term sales contracts and shorter-term supply with more market volumes and pricing.

Supply Chain and Logistics Pressures

Our business is materially dependent on the procurement of finished goods from other growers, as well as raw materials and other inputs, such as fuel, containerboard, fertilizers, plastic resins and other commodities, used in the growing, packaging, manufacturing and distribution of products. Changes in the costs of raw materials and other inputs have historically impacted and are expected to continue impacting Group profitability. Increases in commodity costs have historically driven, and may in the future drive, price increases for our portfolio of products to mitigate the impact of such increased costs.

Shipping and inland logistics are of significant importance to our business, and as a result, their cost and availability are critical variables that impact sales volumes and operating margins. We manage our exposure to this variability on the shipping side by owning and operating our own vessels. Our vessels support a large portion of volume in the Fresh Fruit reportable segment and also provide additional insulation via our commercial cargo business, which typically performs strongest when the demand for and cost of shipping is at its highest. However, both within the Fresh Fruit segment and in other reportable segments, we also rely on third party shipping and logistics services. Disruptions in shipping routes or at ports and other terminals, as well as (i) supply and demand imbalances in inland logistics and ocean freight, and (ii) cost changes or market and planning uncertainty due to regulatory changes, can therefore have a material impact on our operations if Dole cannot adjust pricing when markets change, secure a consistent supply of logistics services or offset additional costs with additional profit in its commercial cargo business.

For more information, see “Item 1A. Risk Factors—Global Economic and Market Risks”.

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Foreign Currency Fluctuations

Dole is exposed to purchases and sales transactions in several local currencies, primarily the U.S. Dollar, euro, Swedish krona, British pound sterling, Costa Rican Colón, Chilean peso, Honduran lempira and Mexican peso. Refer to discussion below in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” as well as further discussion in “Item 1A. Risk Factors-Currency exchange fluctuations may impact the results of our operations” and “Item 7A. Quantitative and Qualitative Disclosures about Market Risk.” for additional information on foreign currency fluctuations.

Regulatory Restrictions, Restrictions on Free Trade and Tariffs

International regulatory restrictions, the application of tariffs and restrictions on free trade by nations or trading blocs can influence the performance of the Company both directly, if sales or costs are impacted by issues in a core market, and indirectly, if competitor volumes are diverted into core markets from markets where the Company does not compete as strongly. See “Item 1A. Risk Factors-We face other risks in connection with our international operations”. Restrictions vary but can take the form of outright bans on the imports of products, regulatory restrictions which preclude the importation of products grown outside of strict specifications or taxes applied to disincentivize importation from other countries or impact the manner in which trade is conducted. Dole’s exposure to regulatory restrictions or restrictions on free trade and tariffs will typically depend on the profile of any given business unit’s produce sales and customer base.

In early 2025, the new U.S. Presidential administration announced significant new tariffs on foreign imports into the U.S. In November 2025, the U.S. Presidential administration provided tariff relief on certain agricultural products subject to earlier tariffs on foreign imports, including coffee, tropical fruits, bananas, oranges and tomatoes, as well as certain fertilizers. During the year, we worked with customers and suppliers to mitigate the impact of foreign tariffs on our business; however, the political and economic landscape continues to evolve and is difficult to predict. The long-term financial effects of existing tariffs, or any new tariffs or other fees, are uncertain and cannot be reasonably estimated at this time.

Climate Change and Sustainability

Dole conducts business, grows produce and sources product in certain jurisdictions that have imposed, or are considering imposing, new or increased legal and regulatory requirements to reduce or mitigate the potential effects of climate change, including regulation of greenhouse gas emissions and potential carbon pricing programs, and to increase transparency in the areas of ESG matters through more robust reporting requirements. Certain examples of increased ESG regulatory compliance include the EU’s CSRD and CSDDD. The CSRD legally requires disclosures of an organization’s material ESG impacts, risks and opportunities to enhance transparency and comparability of ESG metrics, targets and policies for eligible EU or non-EU companies. The CSDDD requires rules for corporate due diligence activities to address adverse human rights and environmental impacts. Recent changes by the EU have extended the anticipated timelines for implementation. We now expect to be required to comply with the CSRD beginning in 2028 and the CSDDD in 2029. In addition, we are in scope for California Climate Disclosure Laws, SB 261 (Climate-Related Financial Risk Act) and SB 253 (Climate Corporate Data Accountability Act). SB 261 requires organizations to prepare and publish a climate-related financial risk report with the deadline for initial compliance still pending. SB 253 requires the disclosure of greenhouse gas emissions, with the first required reporting currently due by August 2026. Compliance with these and other legal, regulatory and reporting requirements may result in increased costs and additional investment in a wide range of company activities, including examples such as in facilities, new employees and external advisors, equipment and process-improvement. However, the extent of the impact on our financial results regarding these regulations, as well as the scope and timing of any new or increased regulations related to climate change, cannot be estimated at this time.

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Effective in January of 2024, the EU expanded the scope of its greenhouse gas ETS to include maritime transport, which covers our commercial cargo business and other maritime shipping operations in Europe. This scheme, which had until now applied primarily to industrial companies and airlines, is a cap-and-trade system for carbon dioxide (“CO2”) emissions to encourage industries to improve their CO2 efficiency. Under the legislation, we are required to purchase allowances on the open market for our CO2 emissions from maritime operations in Europe. The scope of our emissions that are covered includes 100% of emissions on voyages departing from and arriving at a port under jurisdiction of the EU and 50% of emissions on voyages departing from a country outside of the EU and arriving at an EU port or departing from an EU port and arriving in a port located in a non-EU country. The ETS for the maritime industry is phased-in, whereby we were required to purchase allowances for 40% of our emissions in scope in 2024 and rising to 70% in 2025 and 100% in 2026 and thereafter. While the ETS has had an adverse impact on our operating results, the current cost of allowances has not been material and is not expected to be material in future years. However, we are currently unable to fully assess our ability to obtain sufficient carbon credits or the potential for the future cost of such credits to have a material adverse effect on our business, operations or financial condition.

In addition to the impacts from regulatory and compliance requirements discussed above, from time to time, we have been and most likely will continue to be impacted by adverse weather events, whose effects may be exacerbated by climate change. While supply impacts can be mitigated through our diversified sourcing portfolio and contract management, any incremental costs and write-offs from weather-related events may be material to Dole’s future operations and cannot be reliably estimated. However, the Company aims to abate these potential impacts through insurance arrangements against weather-related events and continuing maintenance and investment initiatives to improve the durability of our fixed asset portfolio.

Furthermore, we expect to incur additional costs in connection with our commitment to and execution of our sustainability goals. While we expect to make additional expenditures to meet our sustainability goals, at this time, the scope, timing and extent of these additional expenditures is uncertain and cannot be estimated. Refer to “Item 1. Business” for further detail on the Company’s sustainability and environmental initiatives.

While we believe our ESG goals align with our financial and operational priorities, they are aspirational and may change, and there is no guarantee that they will be met or that they will not have a material impact on our future results.

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Operating Results

Selected results of operations for the years ended December 31, 2025 and December 31, 2024 were as follows:

Year Ended

Change

December 31,

2025

December 31,

2024

2025 vs. 2024

(U.S. Dollars in thousands, except percentages)

Revenue, net

$

9,172,907 

$

8,475,343 

$

697,564 

8.2 

%

Cost of sales

(8,458,599)

(7,757,622)

(700,977)

9.0 

%

Gross profit

714,308 

717,721 

(3,413)

Selling, marketing, general and administrative expenses

(495,476)

(474,058)

(21,418)

4.5 

%

Gain on disposal of businesses

606 

76,417 

(75,811)

(99.2)

%

Gain on asset sales

15,045 

2,648 

12,397 

468.2 

%

Impairment of goodwill

— 

(36,684)

36,684 

(100.0)

%

Impairment and asset write-downs of property, plant and equipment and lease assets

(11,518)

(5,480)

(6,038)

110.2 

%

Operating income

222,965 

280,564 

(57,599)

Other (expense) income, net

(1,574)

20,595 

(22,169)

(107.6)

%

Interest income

13,373 

10,745 

2,628 

24.5 

%

Interest expense

(66,541)

(72,264)

5,723 

(7.9)

%

Income from continuing operations before income taxes and equity earnings

168,223 

239,640 

(71,417)

Income tax expense

(71,003)

(75,649)

4,646 

(6.1)

%

Equity method earnings

30,714 

8,308 

22,406 

269.7 

%

Income from continuing operations

127,934 

172,299 

(44,365)

Loss from discontinued operations, net of income taxes

(45,959)

(28,880)

(17,079)

59.1 

%

Net income

81,975 

143,419 

(61,444)

Less: Net income attributable to noncontrolling interests

(30,656)

(17,906)

(12,750)

71.2 

%

Net income attributable to Dole plc

$

51,319 

$

125,513 

$

(74,194)

The following provides an analysis of consolidated operating results in comparison to the prior year. Management has analyzed the significant drivers of consolidated operating results below and provided further commentary on segment performance in the section to follow. All other operating results not included in the analysis were not significant to the Company’s overall performance. Unless otherwise noted, the changes discussed below are for the year ended December 31, 2025, as compared to the year ended December 31, 2024.

For an analysis of changes in operating and segment results for the year ended December 31, 2024, as compared to the year ended December 31, 2023, please see Dole’s annual report on Form 20-F for the year ended December 31, 2024, filed on March 11, 2025 by Dole plc (File No.001-40695).

Revenue, Net

The increase in total revenue, net (8.2%, or $697.6 million) was primarily due to strong operational performance across all reportable segments and a favorable impact from foreign currency translation of $169.4 million, as a result of the strengthening of the Swedish krona, euro and British pound sterling against the U.S. Dollar when compared to the prior year. These increases were offset partially by a net negative impact from acquisitions and divestitures of $111.0 million, particularly in the Diversified Fresh Produce – Americas & ROW reportable segment as a result of the disposal of the Progressive Produce business in mid-March 2024.

Other factors driving changes in revenue are described in more detail in the “Segment Operating Results” section below.

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Cost of Sales

The increase in total cost of sales (9.0%, or $701.0 million) was primarily due to increased trading activity for all reportable segments and an unfavorable impact from foreign currency translation, as a result of the strengthening of the Swedish krona, euro and British pound sterling against the U.S. Dollar when compared to the prior year. Additionally, in the Fresh Fruit segment, costs of sales increased due to higher fruit sourcing costs primarily in bananas, accentuated partially by the impact of Tropical Storm Sara in Honduras, but also in pineapples and plantains. There were also higher shipping costs in Fresh Fruit due to the completion of scheduled dry dockings and the impact of an operational disruption for one of our vessels servicing the North American market that has since been resolved. These increases were partially offset by the impact of the sale of the Progressive Produce business in mid-March 2024.

Selling, Marketing and General and Administrative Expenses (“SMG&A”)

The increase in total SMG&A (4.5%, or $21.4 million) was primarily due to increases in employee wages and salaries in the current year, higher professional fees, restructuring and redundancy costs and an unfavorable impact from foreign currency translation, as a result of the strengthening of the Swedish krona, euro and British pound sterling against the U.S. Dollar when compared to the prior year. These increases were partially offset by the incremental impact of the disposal of the Progressive Produce business in mid-March 2024.

Gain on Disposal of Businesses

The gain on disposal of businesses was $76.4 million during the year ended December 31, 2024 and was primarily attributable to the disposal of the Progressive Produce business. During the year ended December 31, 2025, Dole recognized an incremental gain on the sale of Progressive of $0.4 million related to amounts that were released from escrow. Other gains on disposal of businesses for the year ended December 31, 2025 were immaterial.

Gain on Asset Sales

The gain on asset sales in the current year was $15.0 million and was primarily a result of the sale of actively marketed land in Hawaii in the Fresh Fruit segment, the sale of certain properties and machinery and equipment in the Diversified Fresh Produce – Americas & ROW segment and sale of certain properties in the Diversified Fresh Produce – EMEA segment.

The gain on asset sales in the prior year was $2.6 million and was primarily a result of the sale of certain properties and machinery and equipment among all reportable segments.

Impairment of Goodwill

No goodwill impairment was recognized for the year ended December 31, 2025.

During the three months ended March 31, 2024, the Company identified a triggering event for the Diversified Fresh Produce – Americas & ROW reporting unit as a result of the disposal of the Progressive Produce business. After accounting for the disposal, we performed a quantitative analysis on the remaining goodwill within the reporting unit and concluded that goodwill was impaired by $36.7 million in the three months ended March 31, 2024. Based on the results of our annual goodwill impairment test, no additional goodwill impairment was recorded for the year ended December 31, 2024.

Impairment and asset write-downs of property, plant and equipment and lease assets

The impairment and asset write-downs of property, plant and equipment and lease assets for the year ended December 31, 2025 was $11.5 million, primarily related to certain property, plant and equipment and operating lease right-of-use assets excluded from the disposal of the Fresh Vegetables division. As a result of the reclassification of these assets as held and used, we recorded a non-cash aggregate impairment charge of $8.2 million to adjust the assets to the lower of carrying amount (adjusted for depreciation and amortization had these assets been continuously classified as held and used) and fair value. There was also a $2.3 million loss in the Fresh Fruit segment to write down the carrying value of certain land in Hawaii to fair value, less costs to sell, upon reclassification into actively marketed property.

The impairment and asset write-downs of property, plant and equipment and lease assets for the year ended December 31, 2024 was $5.5 million, primarily related to asset write-downs of certain property, plant and equipment across all reportable segments.

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Other (expense) income, net

Other (expense) income, net decreased to expense of $1.6 million in the year ended December 31, 2025 from income of $20.6 million in the year ended December 31, 2024. The decrease was primarily due to higher net unrealized losses on foreign currency denominated borrowings, higher net periodic costs from non-service components of pension and other postretirement benefit plans, incremental net expenses in connection with the Refinancing (as defined in greater detail below in “Item 7. Liquidity and Capital Resources”) and lower rental income. These decreases were partially offset by insurance proceeds recognized in the period, realized gains on foreign currency denominated borrowings and higher gains on investments and contingent consideration.

See Note 7 “Other (expense) income, net” to the consolidated financial statements included in “Item 8. Financial Statements and Supplementary Data” for additional detail.

Interest Income

The increase in interest income (24.5%, or $2.6 million) was primarily due to interest income recognized on the seller note received as consideration for the Vegetables Transaction.

Interest Expense

The decrease in interest expense (7.9%, or $5.7 million) was due to lower base interest rates in the current year in comparison to the prior year.

Income Taxes

We recorded income tax expense of $71.0 million, inclusive of a non-cash valuation allowance adjustment of $19.9 million, on $168.2 million of income from continuing operations before income taxes and equity earnings in the current year, reflecting a 42.2% effective tax rate, and income tax expense of $75.6 million on $239.6 million of income from continuing operations before income taxes and equity earnings in the prior year, reflecting an 31.6% effective tax rate.

Dole’s effective tax rate varies significantly from period to period due to the level and mix of earnings generated in Ireland and its various foreign jurisdictions, including the U.S. In the current year, the Company’s income tax expense differed from the Irish statutory rate of 12.5% primarily due to U.S. global intangible low-taxed income (“GILTI”) provisions of the 2017 Tax Cuts and Job Act (“Tax Act”), U.S. Subpart F income inclusion, a net decrease in liabilities for unrecognized tax benefits, a net increase in valuation allowances, impacts of Pillar Two and operations in foreign jurisdictions that are taxed at different rates than the Irish statutory tax rate. In the prior year, the Company’s income tax expense differed from the Irish statutory rate of 12.5% primarily due to the tax on the gain on the sale of the equity interest in the Progressive Produce business in the U.S., a nondeductible goodwill impairment charge, GILTI provisions of the Tax Act, U.S. Subpart F income inclusion, a net increase in liabilities for unrecognized tax benefits, a net decrease in valuation allowances, impacts of Pillar Two and operations in foreign jurisdictions that are taxed at different rates than the Irish statutory tax rate.

The Company’s net deferred tax liability is primarily related to acquired intangible assets and fair value adjustments resulting from the Merger and is net of deferred tax assets related to the U.S. federal interest disallowance carryforward, U.S. state and non-U.S. net operating loss carryforwards and other temporary differences. Dole maintains a valuation allowance against certain U.S. state and non-U.S. deferred tax assets. Each reporting period, the Company evaluates the need for a valuation allowance on deferred tax assets by jurisdiction and adjusts estimates as more information becomes available.

All post-1986 previously unremitted earnings for which no U.S. deferred tax liability had been accrued have been subject to U.S. tax. Dole plc is an Irish-based parent company and intends to continue to invest most or all of its foreign earnings, as well as capital, in its foreign subsidiaries, indefinitely outside of Ireland and does not expect to incur any significant additional taxes related to such amounts. Also, from time to time, Dole may choose to repatriate anticipated future earnings of which some portion may be subject to tax and increase Dole’s overall tax expense for that fiscal year. The Company continues to evaluate its cash needs and may update its assertion in future periods.

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One of the Company’s foreign subsidiaries is under tax audit for the year ended December 31, 2017. In 2023, the tax authorities issued an assessment of approximately $23.5 million, including interest and penalties. The Company appealed the assessment through the administrative process, which concluded in November 2025 with an unfavorable ruling. To advance the matter to the judicial level, the Company is required either to pay the assessed tax and interest of approximately $18.5 million or obtain a court-ordered stay of enforcement, the granting of which is uncertain. The Company is in the process of seeking such a stay. Based on an analysis of the relevant facts, local law, and precedent, the Company believes it is more likely than not to prevail at the judicial level. The timing of final resolution is uncertain and may take several years.

On July 4, 2025, the U.S. One Big Beautiful Bill Act (“OBBBA”) was enacted, with provisions effective between 2025 and 2027. The Company evaluated the impact of OBBBA and determined that the effects on its current and deferred income taxes were not material for the year ended December 31, 2025, other than changes to the Section 163(j) adjusted taxable income (“ATI”) calculation (specifically, provisions removing foreign inclusion income from the ATI base).

See Note 9 “Income Taxes” to our consolidated financial statements included in “Item 8. Financial Statements and Supplementary Data” for additional information on income taxes.

Equity Method Earnings

In the year ended December 31, 2025, equity method earnings increased to $30.7 million from $8.3 million in the year ended December 31, 2024. The increase was primarily due to the divestiture of a portion of ownership shares in an investment located in the U.S. within the Diversified Fresh Produce – Americas & ROW segment, for which we recognized a $6.9 million gain, net of income tax. The disposal was part of a non-cash transaction in which we exchanged a portion of our shares for additional share ownership in a non-wholly owned consolidated subsidiary. Dole also completed the sale of two investments in the Netherlands within the Diversified Fresh Produce – EMEA segment, recognizing total gains of $4.0 million, in the aggregate. The prior year was also impacted by an impairment charge of $7.2 million to an investment in North America within the Diversified Fresh Produce – Americas & ROW segment. On an underlying basis, there was also an increase due to improved performance across our joint ventures in the Netherlands within the Diversified Fresh Produce – EMEA segment, in North America within the Diversified Fresh Produce – Americas & ROW segment and in Latin America within the Fresh Fruit segment.

See Note 22 “Investments in Unconsolidated Affiliates” to the consolidated financial statements included in “Item 8. Financial Statements and Supplementary Data” for additional information on equity method investments.

Results from discontinued operations, net of income taxes

Results from discontinued operations, net of income taxes, for the year ended December 31, 2025 was a loss of $46.0 million, compared to a loss of $28.9 million in the prior year. The current year was impacted by the after-tax loss of $11.2 million (pre-tax loss of $14.7 million less a net tax benefit of $3.5 million) on the disposal of the Fresh Vegetables division, as well as an after-tax loss of $45.3 million (pre-tax loss of $60.9 million less a deferred tax credit of $15.5 million) to adjust the carrying amount of the Fresh Vegetables division to its estimated fair value, less costs to sell, in accordance with held for sale disposal group measurement guidance. The prior-year was also impacted by an after-tax held for sale fair value loss of $78.2 million (pre-tax loss of $104.9 million less a deferred tax credit of $26.7 million). Results before income taxes and loss on disposal of business and classification as held for sale was income of $14.3 million in the current year, compared to income of $57.1 million in the prior year. The decrease was primarily the result of lower pricing and volumes in fresh-packed and value-added products, as well as the current year including only seven months of trading results up to the disposal date. The decreases were offset partially by underlying cost control and operating efficiency in value-added products in the current year. The income tax benefit of $15.4 million in the current year was impacted by a deferred tax credit of $15.5 million recognized on the held for sale loss and the net income tax benefit of $3.5 million associated with the disposal, offset partially by income tax charges on pre-tax earnings excluding the discrete losses. Income tax benefit of $19.1 million in the prior period was impacted by a deferred tax credit of $26.7 million recognized on the held for sale loss, offset partially by income tax charges on pre-tax earnings excluding the discrete losses.

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Net income attributable to noncontrolling interests

In the year ended December 31, 2025, net income attributable to noncontrolling interests increased to $30.7 million from $17.9 million in the year ended December 31, 2024. The current year was impacted by the noncontrolling interest share of gain on disposal of equity method investments in the U.S. and the Netherlands as described above as well as the impact of a discrete tax charge attributable to noncontrolling interests. The prior year was impacted by the share of the goodwill impairment in the Diversified Fresh Produce – Americas & ROW reporting unit of $9.9 million described above attributable to noncontrolling interests. Excluding the impact of these discrete items in both years, net income attributable to noncontrolling interests increased in the current year due to higher net income of certain non-wholly owned companies in the Diversified Fresh Produce – EMEA reportable segment, partially offset by the incremental impact of the sale of the Progressive Produce business in March of 2024.

Segment Operating Results

Dole has the following segments: Fresh Fruit, Diversified Fresh Produce – EMEA and Diversified Fresh Produce – Americas & ROW. The Company’s reportable segments are based on (i) financial information reviewed by the Chief Operating Decision Maker (“CODM”), (ii) internal management and related reporting structures and (iii) the basis upon which the CODM assesses performance and allocates resources.

Segment performance is evaluated based on a variety of factors, of which revenue and adjusted earnings before interest expense, income taxes and depreciation and amortization (“Adjusted EBITDA”) are the financial measures regularly reviewed by the CODM.

Dole and its chief operating decision makers, Dole’s Chief Executive Officer and Chief Operating Officer, use Adjusted EBITDA as the primary financial measure, because it is a measure commonly used by financial analysts in evaluating the performance of companies in the same industry. The adjustments in calculating Adjusted EBITDA have been made, because management excludes these amounts when evaluating performance on the basis that such adjustments eliminate the effects of (i) considerable amounts of non-cash depreciation and amortization and (ii) items not within the control of the Company’s operations managers. Adjusted EBITDA is not calculated or presented in accordance with U.S. GAAP, but Adjusted EBITDA by segment is presented in conformity with Accounting Standards Codification (“ASC”) 280, Segments. Further, Adjusted EBITDA as used herein is not necessarily comparable to similarly titled measures of other companies. Adjusted EBITDA is not a substitute for net income attributable to Dole plc, net income, cash flows from operating activities or any other measure prescribed by U.S. GAAP.

Adjusted EBITDA is reconciled from net income by taking consolidated net income and (1) subtracting the income or adding the loss from discontinued operations, net of income taxes; (2) adding the income tax expense or subtracting the income tax benefit; (3) adding interest expense; (4) adding depreciation charges; (5) adding amortization charges on intangible assets; (6) adding mark to market losses or subtracting mark to market gains related to unrealized impacts from certain derivative instruments and foreign currency denominated borrowings, realized impacts on noncash settled foreign currency denominated borrowings, net foreign currency impacts on liquidated entities and fair value movements on contingent consideration; (7) other items which are separately stated based on materiality, which during the years ended December 31, 2025 and December 31, 2024, included adding impairment charges on goodwill, adding or subtracting asset write-downs from extraordinary events, net of insurance proceeds, subtracting the gain or adding the loss on the disposal of business interests, subtracting the gain or adding the loss on asset sales for assets held for sale and actively marketed property or sales-type leases, adding impairment charges or held for sale classification losses on property, plant and equipment and lease assets, subtracting interest income on deferred transaction consideration, adding acquisition and transaction costs, adding restructuring charges and costs for legal matters not in the ordinary course of business and adding debt refinancing expenses; and (8) the Company’s share of these items from equity method investments.

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The following provides revenue by segment and a reconciliation of consolidated Adjusted EBITDA to consolidated net income, which is the most directly comparable U.S. GAAP financial measure:

Year Ended

December 31,

2025

December 31,

2024

Segment Revenue:

(U.S. dollars in thousands)

Fresh Fruit

$

3,615,127 

$

3,293,527 

Diversified Fresh Produce – EMEA

4,016,573 

3,608,692 

Diversified Fresh Produce – Americas & ROW

1,656,207 

1,686,281 

Total segment revenue

9,287,907 

8,588,500 

Intersegment revenue

(115,000)

(113,157)

Total consolidated revenue, net

$

9,172,907 

$

8,475,343 

Reconciliation of net income to Adjusted EBITDA

Net income

$

81,975 

$

143,419 

Loss from discontinued operations, net of income taxes

45,959 

28,880 

Income from continuing operations

127,934 

172,299 

Adjustments:

Income tax expense

71,003 

75,649 

Interest expense

66,541 

72,264 

Depreciation

105,559 

91,262 

Amortization of intangible assets

7,102 

7,556 

Mark to market losses (gains)

18,753 

(10,139)

Gain on asset sales

(12,254)

(125)

Gain on disposal of businesses

(606)

(76,417)

Goodwill impairment

— 

36,684 

Insurance proceeds, net of asset write-downs

(16,812)

(2,878)

Impairment of property, plant and equipment and lease assets

10,611 

740 

Restructuring and costs for legal matters

3,786 

459 

Debt refinancing expenses

3,182 

— 

Other items

1,115 

(7)

Adjustments from equity method investments

9,462 

24,856 

Total consolidated Adjusted EBITDA

$

395,376 

$

392,203 

Segment Adjusted EBITDA:

Fresh Fruit

$

189,842 

$

214,848 

Diversified Fresh Produce – EMEA

149,981 

131,504 

Diversified Fresh Produce – Americas & ROW

55,553 

45,851 

Total consolidated Adjusted EBITDA

$

395,376 

$

392,203 

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The following table illustrates the estimated impact of factors that have driven changes in segment revenues for the year ended December 31, 2025, as compared to the year ended December 31, 2024:

Revenue for the Year Ended

December 31, 2024

Foreign exchange translation1,2

Acquisitions/ divestitures

Operational change3

December 31, 2025

(U.S. dollars in millions)

Fresh Fruit

$

3,293,527 

$

754 

$

— 

$

320,846 

$

3,615,127 

Diversified Fresh Produce – EMEA

3,608,692 

171,992 

(31,678)

267,567 

4,016,573 

Diversified Fresh Produce – Americas & ROW

1,686,281 

(3,388)

(79,307)

52,621 

1,656,207 

Intersegment revenue

(113,157)

— 

— 

(1,843)

(115,000)

$

8,475,343 

$

169,358 

$

(110,985)

$

639,191 

$

9,172,907 

1 The impact of foreign exchange translation represents an estimate of the effect of translating the results of operations denominated in a foreign currency to U.S. dollar at prior year average rates, as compared to the current year average rates.

2 While we acknowledge that the Fresh Fruit segment is impacted by foreign exchange translation, the impact is not easily determinable. The amounts included herein relate to discrete divisions in which the impact is reasonably determinable.

3 Operational change represents the remaining change in revenue after isolating the impacts of foreign exchange translation and acquisitions and divestitures, which we believe are significant factors that impact the comparability of our operating results in comparison to the prior year. The operational change is discussed in greater detail below.

The following table illustrates the estimated impact of factors that have driven changes in segment Adjusted EBITDA for the year ended December 31, 2025, as compared to the year ended December 31, 2024:

Adjusted EBITDA for the Year Ended

December 31, 2024

Foreign exchange translation1

Acquisitions/ divestitures

Operational change2

December 31, 2025

(U.S. dollars in millions)

Fresh Fruit

$

214,848 

$

(744)

$

565 

$

(24,827)

$

189,842 

Diversified Fresh Produce – EMEA

131,504 

8,349 

42 

10,086 

149,981 

Diversified Fresh Produce – Americas & ROW

45,851 

(451)

(2,724)

12,877 

55,553 

$

392,203 

$

7,154 

$

(2,117)

$

(1,864)

$

395,376 

1 The impact of foreign exchange translation represents an estimate of the effect of translating the results of operations denominated in a foreign currency to U.S. dollar at prior year average rates, as compared to the current year average rates.

2 Operational change represents the remaining change in Adjusted EBITDA after isolating the impacts of foreign exchange translation and acquisitions and divestitures, which we believe are significant factors that impact the comparability of our operating results in comparison to the prior year. The operational change is discussed in greater detail below.

Changes in segment revenue and segment Adjusted EBITDA are described in more detail below, with focus on operational changes which we believe are more reflective of the Company’s performance in comparison to the prior year. Unless otherwise noted, the changes discussed below are for the year ended December 31, 2025, as compared to the year ended December 31, 2024.

Fresh Fruit

The increase in Fresh Fruit revenue, net (9.8%, or $321.6 million) to $3.6 billion was primarily driven by higher worldwide volumes of bananas and pineapples sold, as well as higher worldwide pricing of bananas, pineapples and plantains, partially offset by lower worldwide volumes of plantains sold.

The decrease in Fresh Fruit Adjusted EBITDA (11.6%, or $25.0 million) to $189.8 million was primarily driven by higher fruit costs, due both to higher overall sourcing costs in the market and higher fruit costs following Tropical Storm Sara that impacted Honduras in November 2024, as well as higher shipping costs due to the completion of scheduled dry dockings and the impact of an operational disruption for one of our vessels servicing the North American market that has since been resolved. These challenges were partially offset by an improved performance in pineapples.

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Diversified Fresh Produce – EMEA

The increase in Diversified Fresh Produce – EMEA revenue, net (11.3%, or $407.9 million) to $4.0 billion was primarily driven by strong performance in Spain, the U.K., the Netherlands and Scandinavia, as well as a favorable impact from foreign currency translation of $172.0 million, as a result of a strengthening of the Swedish krona, euro and the British pound sterling against the U.S. Dollar. These increases were partially offset by a net negative impact from acquisitions and divestitures of $31.7 million. Excluding the impact of foreign currency translation and acquisition and divestitures, revenue was 7.4%, or $267.6 million, ahead of the prior year.

The increase in Diversified Fresh Produce – EMEA Adjusted EBITDA (14.1%, or $18.5 million) to $150.0 million was primarily due to increases in earnings in Spain, Scandinavia, the Netherlands and the Czech Republic, as well as a favorable impact from foreign currency translation of $8.3 million. Excluding the impact of foreign currency translation and acquisition and divestitures, Adjusted EBITDA was 7.7%, or $10.1 million, ahead of prior year.

Diversified Fresh Produce – Americas & ROW

The decrease in Diversified Fresh Produce – Americas & ROW revenue, net (1.8%, or $30.1 million) to $1.7 billion was primarily due to the disposal of the Progressive Produce business in mid-March 2024. Excluding the impact of foreign currency translation and acquisitions and divestitures, revenue was 3.1%, or $52.6 million, ahead of prior year, primarily due to increases in the North American market due to higher revenues for the majority of commodities sold, partially offset by lower export pricing in some key southern hemisphere export products.

The increase in Diversified Fresh Produce – Americas & ROW Adjusted EBITDA (21.2%, or $9.7 million) to $55.6 million was primarily driven by strong performance in the North American market in kiwis and citrus, as well as by an increase for southern hemisphere export products and increased profitability in our joint venture businesses. These increases were partially offset by the disposal of the Progressive Produce business. Excluding the impact of foreign currency translation and acquisitions and divestitures, Adjusted EBITDA was 28.1%, or $12.9 million, ahead of prior year.

Liquidity and capital resources.

Overview

Primary sources of cash flow for Dole have historically been cash flow from operating activities, the issuance of debt and bank borrowings. Dole has a history of borrowing funds internationally and expects to be able to continue to borrow funds over the long term. Material cash requirements have included payments of debt and related interest, capital expenditures, investments in companies, increases in ownership of subsidiaries or companies in which Dole holds equity investments and payments of dividends to shareholders.

Over the upcoming year, as well as long-term, we believe that cash flows from operating activities, available cash and cash equivalents and access to borrowing facilities will be sufficient to fund any future capital expenditures, debt service, dividend payments and other capital requirements going forward.

Debt Refinancing

On May 1, 2025, we entered into the Amended and Restated Credit Agreement, which includes: 1) the Corporate Revolving Credit Facility that provides for borrowings up to $600.0 million; 2) the New Term Loan A of $250.0 million; and 3) the Farm Credit Term Loan of $350.0 million (collectively, the “New Senior Secured Facilities”). The proceeds of the New Senior Secured Facilities were used to refinance all outstanding amounts under the Credit Agreement immediately prior to giving effect to the Amended and Restated Credit Agreement (the “Refinancing”), including repayment of its previous Corporate Revolving Credit Facility of $175.9 million and previous term loan facilities of $702.3 million and payment of fees and expenses in connection therewith.

See “Note 14 “Debt” to our consolidated financial statements included in “Item 8. Financial Statements and Supplementary Data” for additional detail on the Refinancing.

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Cash Flows

The following table summarizes Dole’s consolidated cash flows for the years ended December 31, 2025 and December 31, 2024:

Year Ended

December 31,

2025

December 31,

2024

Cash provided by (used in) continuing operations, net:

(U.S. Dollars in thousands)

Operating activities

$

123,206 

$

262,721 

Investing activities

(18,997)

35,780 

Financing activities

(151,260)

(237,845)

Foreign currency impact

17,724 

(15,241)

Cash (used in) provided by discontinued operations, net

(34,538)

9,299 

Net (decrease) increase in cash

(63,865)

54,714 

Cash and cash equivalents, beginning, including discontinued operations

331,719 

277,005 

Cash and cash equivalents, ending, including discontinued operations

$

267,854 

$

331,719 

Cash flows provided by operating activities were $123.2 million for the year ended December 31, 2025, compared to $262.7 million for the year ended December 31, 2024. There was an increase in cash outflows from receivables due to the significant increase in revenue across the three reportable segments, higher advances to growers and lower securitization of trade receivables. There was also an increase in tax payments in the current year due partly to cash taxes of the disposal of the Fresh Vegetables division, timing of payments and an increase in cash taxes paid for repatriation tax. In addition, there was a decrease in inflows from accounts payable, accrued liabilities and other liabilities in the current year when compared to a strong inflow in the prior year.

Cash flows used in investing activities were $19.0 million for the year ended December 31, 2025, compared to cash flows provided by investing activities of $35.8 million for the year ended December 31, 2024. The decrease was primarily attributable to proceeds related to the sale of the Progressive Produce business received during the prior year of $117.7 million and an increase to cash capital expenditures in the current year due to the buyout of two finance leases of $36.1 million, offset partially by net cash proceeds received from the disposal of the Fresh Vegetables division of $68.0 million along with proceeds from the sale of equity method investments and higher insurance proceeds received in the current year.

Cash flows used in financing activities were $151.3 million for the year ended December 31, 2025, compared to $237.8 million used in financing activities for the year ended December 31, 2024. The decrease in cash used in financing activities was primarily attributable to lower repayments of debt, net of borrowings, as well as the impacts of the Refinancing, which resulted in a net inflow of approximately $16.5 million, net of capitalized fees.

Cash flows used in discontinued operations was $34.5 million for the year ended December 31, 2025, compared to cash flows provided by discontinued operations of $9.3 million for the year ended December 31, 2024. The decrease was primarily due to lower operating income in the current year, as well as higher outflows related to payment timing of payables.

There were $16.9 million and $13.5 million of cash taxes paid for the repatriation tax under Internal Revenue Code Section 965 in the years ended December 31, 2025 and December 31, 2024, respectively. No further payments are expected beyond fiscal year 2025.

Net Debt (non-GAAP measure)

Net debt is the primary measure used by management to analyze the Company’s capital structure and financial leverage. Net debt is a non-GAAP financial measure, calculated as cash and cash equivalents less current debt, long-term debt and bank overdrafts, excluding debt discounts and issuance costs. Management believes that net debt is an important measure to monitor leverage and evaluate the consolidated balance sheets.

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The following table sets forth a reconciliation of cash and cash equivalents and total debt to net debt as of December 31, 2025 and December 31, 2024:

December 31,

2025

December 31,

2024

(U.S. Dollars in thousands)

Cash and cash equivalents

$

267,854 

$

330,017 

Debt:

Long-term debt, net

(799,814)

(866,075)

Current portion of long-term debt, net

(57,668)

(80,097)

Bank overdrafts

(9,611)

(11,443)

Total debt, net

(867,093)

(957,615)

Less: Debt discounts and debt issuance costs

(7,237)

(9,531)

Total gross debt

(874,330)

(967,146)

Net debt

$

(606,476)

$

(637,129)

On May 1, 2025, the Company completed the Refinancing, providing for the New Senior Secured Facilities. The New Senior Secured Facilities have been successfully syndicated. As a result of the Refinancing, we incurred a net expense of $3.2 million for the year ended December 31, 2025, which is included in other (expense) income, net in the consolidated statements of operations.

The Corporate Revolving Credit Facility and New Term Loan A have expiration dates of May 1, 2030. The Farm Credit Term Loan has an expiration date of May 1, 2032.

Dole’s borrowings under these facilities and other borrowing arrangements are linked to both variable and fixed interest rates. Dole has entered into interest rate swaps in order to mitigate a significant portion of the interest rate risk associated with its variable-rate debt.

Both cash and debt are denominated in various currencies, though primarily in the U.S. Dollar, euro, British pound sterling and Swedish krona.

The New Senior Secured Facilities are expected to provide long-term sustainable capitalization.

See Note 14 “Debt” to the consolidated financial statements included in “Item 8. Financial Statements and Supplementary Data” for additional detail on the Company’s debt.

Total Available Liquidity

Total available liquidity (defined as cash and cash equivalents plus available lines of credit, which includes the borrowing capacity of revolving loans and similar facilities) is used by management to evaluate the amount of capital that is readily available to the Company. Total available liquidity as of December 31, 2025 and December 31, 2024 was as follows:

December 31,

2025

December 31,

2024

(U.S. Dollars in thousands)

Cash and cash equivalents

$

267,854 

$

330,017 

Lines of credit

771,528 

803,706 

Total available liquidity

$

1,039,382 

$

1,133,723 

In addition, we utilize third-party trade receivables sales arrangements to help manage our liquidity. Certain arrangements contain recourse provisions through which our maximum financial loss is limited to a percentage of receivables sold under the arrangements. Total facility amounts under all third-party trade receivables sales arrangements were $285.0 million in the aggregate as of December 31, 2025.

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As of December 31, 2025, we had derecognized trade receivables related to non-recourse facilities and facilities with recourse provisions of $24.2 million and $222.9 million, respectively. As of December 31, 2024 we had derecognized trade receivables related to non-recourse facilities and facilities with recourse provisions of $21.4 million and $255.0 million, respectively.

Material Cash Requirements

Capital Expenditures

Capital expenditures are cash outflows or commitments that result in additions to property, plant and equipment or other long-lived assets. Capital expenditures for the year ended December 31, 2025 were $121.5 million, as compared to $82.4 million for the year ended December 31, 2024.

Principal capital expenditures planned for 2026 consist primarily of ongoing reinvestments in existing farming assets, both with replanting and new investments and expansions, reinvestments and some new investments in logistics assets, warehousing, cold storage, ripening and processing equipment across the business and continued investment in ongoing IT projects. The Company expects to fund these capital expenditures through operating cash flows, existing bank borrowings and, potentially, finance leases in lieu of direct capital investments. Budgeted capital expenditures are not contractual and planned projects can be scaled back if the Company’s strategic objectives or economic conditions change.

Contractual Commitments

The following table sets forth Dole’s contractual maturities of certain significant commitments as of December 31, 2025:

Contractual Maturity

2026

Thereafter

(U.S. Dollars in thousands)

Debt and bank overdrafts

$

61,068 

$

768,349 

Estimated interest payments1

27,243 

150,797 

Finance lease obligations

10,162 

41,436 

Operating lease obligations

93,744 

385,343 

Accrued income taxes2

6,210 

3,340 

Purchase commitments:

For ensuring a steady supply of inventory3

1,404,038 

2,233,414 

For fixed assets and other

7,459 

— 

Total

$

1,609,924 

$

3,582,679 

1 Estimated interest payments do not include interest expense for certain short-term borrowing lines and overdraft facilities, fees related to trade receivables sales arrangements, commitment fees and amortization of discounts and issuance costs. Interest payments are calculated for debt based on applicable rates and payment dates. For variable-rate debt, the December 31, 2025 rate has been assumed for all years presented. We note that this is an estimate of future payments and that actual amounts will vary, the extent of which cannot be estimated at this time, as interest rates are expected to change.

2 Liabilities of $10.0 million for unrecognized tax benefits plus accrued interest and penalties have been excluded from the table above. At this time, the settlement period for unrecognized tax benefits cannot be determined. In addition, any payment related to unrecognized tax benefits may be partially or fully offset by reductions in payments in other jurisdictions.

3 In order to secure sufficient product, packaging, agrochemicals and other supplies to meet demand and maximize volume incentive rebates, the Company has historically entered into non-cancelable agreements with independent vendors and growers for purchases in the normal course of business.

Timing of payments for the above contractual obligations is based on payment schedules for those obligations where set payments exist. For other obligations with no set payment schedules, estimates for the most likely timing of cash payments have been made. The ultimate timing of these future cash flows may differ from the estimates.

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Information regarding pension commitments and funding requirements is not included in the table above. The level of contributions to pension plans is determined according to statutory minimum funding requirements, as well as Dole’s own policies. Depending on the country and the plan, the funding level is monitored periodically, and the contribution amount amended appropriately. Consequently, the amounts that might become payable in the future cannot be estimated with certainty. In the year ended December 31, 2025, employer contributions and direct benefit payments related to our defined benefit pension and other postretirement benefit plans amounted to $15.9 million and are estimated to be $23.1 million for the year ended December 31, 2026. Refer to Note 15 “Employee Benefit Plans” to the consolidated financial statements included in “Item 8. Financial Statements and Supplementary Data” for further information on employee benefit obligations.

In addition, our current capital allocation priorities are focused on investing wisely to support growing both our business operations and dividend payment. On November 7, 2025, the Board of Directors declared a cash dividend for the third quarter of 2025 of $0.085 per share. The dividend was subsequently paid on January 6, 2026 for a total payment of $8.1 million. On February 24, 2026, the Board of Directors declared a cash dividend of $0.085 per share, to be paid on April 8, 2026. We expect to pay dividends from funds received from subsidiary operations to the extent not restricted as a result of the laws of their jurisdiction or organization. We do not intend to change our dividend policy in the near or long term, but we may not pay dividends according to the policy, or at all, as determined at the discretion of the Board of Directors, acting in compliance with applicable laws and contractual restrictions.

We expect to fund contractual obligations and other expected capital commitments with existing cash, cash flows from operations, and available borrowings when necessary, and believe we have sufficient sources of liquidity to do so.

Share Repurchase Program

On November 7, 2025, the Board of Directors authorized a share repurchase program (“Share Repurchase Program”) under which the Company may repurchase up to $100.0 million in the aggregate of our Ordinary shares with no set expiration date. Shares may be repurchased from time to time through open-market transactions or other methods. The timing and volume of repurchases will be at the discretion of management and will be based on several factors including market conditions, available capital resources and alternative investment opportunities. Repurchases will be funded through operating cash flows or existing cash balances and availability under our Corporate Revolving Credit Facility. As the Share Repurchase Program does not obligate us to acquire any particular number of shares and can be suspended, modified or discontinued at any time, we cannot reasonably estimate the impact on our future cash flows or liquidity position.

No shares were repurchased under the Share Repurchase Program for the year ended December 31, 2025. Post year-end, the Company repurchased 300,000 Ordinary shares at an average price of $15.15 per share, totaling $4.5 million.

Contingencies and Guarantees

In connection with certain acquisitions, we have issued contingent consideration through earn-out agreements in which we are subject to making future payments that are contingent on the acquiree or investment achieving certain financial targets. As of December 31, 2025, the fair value of contingent consideration arrangements amounted to $3.8 million, expected to be paid from 2026 to 2027.

We have certain noncontrolling interests (“NCI”) that contain put options for the related subsidiary, which obligate the Company to acquire the NCI’s shareholding in the subsidiary at a future date upon exercise. The exercise prices of the put options are based on future earnings of the underlying subsidiary and classified as redeemable NCI in mezzanine equity. As of December 31, 2025, the carrying value of redeemable NCI was $29.7 million with a total gross redemption value of $40.3 million, had the options been exercised at December 31, 2025, payable over a maximum of four years.

As of December 31, 2025, Dole was contingently liable for bank guarantees, letters of credit and surety bonds of indebtedness owed by third parties and investments in unconsolidated affiliates of $67.9 million and $7.8 million, respectively. These guarantees are typically issued in respect of bank borrowings and trading obligations arising in the ordinary course of business, have various terms and are not individually significant. These amounts represent the maximum potential future payments that Dole could be required to make under the guarantees. However, management has concluded that the likelihood of any significant amounts being paid by Dole under these guarantees is remote.

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In addition to those already described, Dole is subject to various contingencies with respect to taxes, labor, litigation and other claims that arise in the normal course of business. Contingencies contain inherent uncertainties and to the extent that we believe these contingencies will probably be realized, a liability has been recorded in the consolidated balance sheets. Based on information currently available to the Company and legal advice, we believe other such items will not, individually or in the aggregate, have a material adverse effect on the consolidated financial statements. Refer to Note 19 “Contingencies” to the consolidated financial statements included in “Item 8. Financial Statements and Supplementary Data” for further detail on Dole’s contingencies.

Off-Balance Sheet Arrangements

Other than the third party trade receivables sales arrangements and various guarantees described above, the Company does not have any other off-balance sheet arrangements that have, or are reasonably likely to have, a material current or future impact to the consolidated financial statements.

Critical Accounting Estimates.

The preparation of consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses. The Company bases estimates on past experience and other assumptions that are believed to be reasonable under the circumstances, and management evaluates these estimates on an ongoing basis. Actual results may differ from those estimates.

Critical accounting estimates are those that materially affect or could affect the consolidated financial statements and involve difficult, subjective or complex judgments by management. A thorough understanding of these critical accounting estimates and their underlying nature, assumptions and inputs is essential when reviewing the consolidated financial statements of the Company. Management believes that the accounting estimates listed below are the most critical, as they involve the use of significant estimates and assumptions as described above.

See Note 2 “Basis of Presentation and Summary of Significant Accounting Policies” to the consolidated financial statements included in “Item 8. Financial Statements and Supplementary Data” for more information on Dole’s accounting policies.

Goodwill and Indefinite-Lived Intangible Assets

Goodwill represents amounts arising on the acquisition of subsidiaries as a result of the fair value of consideration transferred exceeding the fair value of net identifiable assets and liabilities assumed in a business combination. Goodwill is allocated to reporting units and is not amortized but is tested annually for impairment on the first day of the fourth quarter each financial year and more frequently when events or changes in circumstances indicate that it may be impaired.

During the annual goodwill impairment test, management may assess qualitative factors to determine whether it is more likely than not that the fair value of each reporting unit with goodwill is less than its carrying amount. Qualitative factors include, but are not limited to, industry and market considerations, overall financial performance and other relevant events and factors affecting the reporting unit. If the results of the qualitative assessment indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying value, a quantitative assessment is required for that reporting unit. Alternatively, the Company may bypass the qualitative assessment and perform a quantitative impairment test.

For the fiscal year 2025 annual impairment assessment of each reporting unit with goodwill, the Company elected to bypass the qualitative assessment and perform the quantitative assessment with the assistance of a third-party specialist. We used an income approach (discounted cash flows) to estimate the fair value of each reporting unit. Key drivers in the fair value analysis included the allocation of net assets to reporting units, discount rates and long-term growth rates to derive expected future cash flows. Cash flow projections used in the fair value analysis are considered Level 3 inputs and generally consist of management’s estimates of revenue growth rates and profitability, which for management is based on Adjusted EBITDA. The values applied to these key assumptions are derived from a combination of external and internal factors, based on past experience coupled with management’s future expectations about business performance. Discount rates used in the analysis are generally estimated by calculating a reporting unit-specific weighted average cost of capital to reflect the market assessment of risks specific to that reporting unit.

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Dole’s reporting units are its reportable segments. As of the testing date of October 1, 2025, goodwill was allocated to the Company’s reporting units as follows:

10/1/2025

(U.S. Dollars in millions)

Fresh Fruit

$

273.3 

Diversified Fresh Produce – EMEA

160.2 

Diversified Fresh Produce – Americas & ROW

15.7 

The quantitative tests as of October 1, 2025 indicated one of Dole’s reporting units with allocated goodwill was considered to be at risk of future impairment. The fair value of the Fresh Fruit reporting unit was less than 1% above its carrying amount. The fair value of the Fresh Fruit reporting unit has been primarily impacted from an increase in its carrying amount and a decrease in certain projected cash flow assumptions as of the measurement date due to near-term market conditions for the reporting unit. A 25-basis point increase in the applied discount rate would have resulted in an impairment of approximately $43.6 million in the goodwill allocated to the Fresh Fruit reporting unit. Unfavorable changes to key assumptions, market conditions and macroeconomic circumstances could result in future impairment. The quantitative tests for the Diversified Fresh Produce – EMEA and Diversified Fresh Produce – Americas & ROW reporting units indicated their fair values were sufficiently above their carrying amounts.

On December 13, 2025, a subsidiary of the Company entered into a series of sales and purchases agreements that, if and when completed, will result in the sale of 100% of the membership interests in the Company’s port properties and associated operations in Guayaquil, Ecuador (the “Ecuadorian Port Business”). The planned disposal of the Ecuadorian Port Business met the criteria for held for sale classification of its assets and liabilities (“disposal group”) as of December 31, 2025. As a result of the reclassification, $16.0 million of goodwill allocated to the Fresh Fruit reporting unit was allocated to the Ecuadorian Port Business disposal group based on its relative fair value and was included within assets held for sale. The Company assessed qualitative factors to determine whether it was more likely than not that the fair value of the remaining Fresh Fruit reporting unit was less than its carrying amount as of December 31, 2025. Qualitative factors considered included market conditions, overall financial performance and other relevant events and factors. Based on the qualitative impairment test performed as of December 31, 2025, the Company determined that there was no impairment to the goodwill allocated to the Fresh Fruit reporting unit.

The Company’s indefinite-lived intangibles other than goodwill are considered to have indefinite lives, because they are expected to generate cash flows indefinitely. These indefinite-lived intangible assets are not amortized but are reviewed for impairment as of the first day of the fourth quarter of each fiscal year, or sooner if impairment indicators arise. To test these assets for impairment, the Company may first perform a qualitative assessment to determine if it is more likely than not that the carrying amount of each of its indefinite-lived intangible assets exceeds its fair value. If this test indicates the fair value is less than the carrying amount, a quantitative assessment is performed. Alternatively, the qualitative impairment test may be bypassed, and the Company may elect to perform a quantitative test.

For the 2025 annual impairment assessment of the DOLE® brand indefinite-lived intangible asset, the Company elected to bypass the qualitative assessment and perform the quantitative assessment with the assistance of a third-party specialist. The DOLE® brand was valued using a relief from royalty rate approach as of the testing date of October 1, 2025. The key assumptions in the fair value analysis were the royalty rates used to estimate royalty payments saved by owning the brand, the expected long-term growth rate and the discount rate (weighted average cost of capital). These assumptions were developed with the assistance of a third-party specialist and consider comparable market data, company-specific factors and management’s estimates of revenue growth rates and profitability. The quantitative test as of October 1, 2025 indicated the fair value of the DOLE® brand was sufficiently above its carrying amount.

For each of the other indefinite-lived intangible assets, the Company performed qualitative assessments. These assessments indicated the fair values of the indefinite-lived intangible assets exceeded their carrying values, which totaled $4.1 million as of October 1, 2025. Therefore, no impairment was recorded.

As of December 31, 2025, management is not aware of any items or events that would cause an adjustment to the carrying amount of goodwill or other indefinite-lived intangible assets.

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Income Taxes

Dole is subject to income taxes in Ireland, the U.S. and numerous other foreign jurisdictions. Income taxes are accounted for under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income tax expense or benefit in the period that includes the enactment date.

Income tax expense or benefit, deferred tax assets and liabilities and liabilities for unrecognized tax benefits reflect management’s best estimate of current and future taxes to be paid. Significant judgments and estimates are required in the determination of the consolidated income tax expense or benefit. Deferred income taxes arise from temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, which will result in taxable or deductible amounts in the future. In evaluating the ability to recover deferred tax assets in the jurisdiction from which they arise, all available positive and negative evidence is considered, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax-planning strategies and results of recent operations. In projecting future taxable income, historical results are adjusted for the results of discontinued operations and assumptions about the amount of future state, federal and foreign pretax operating income adjusted for items that do not have tax consequences. The assumptions about future taxable income require the use of significant judgment and are consistent with the plans and estimates used to manage the underlying businesses.

The calculation of tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations in a multitude of jurisdictions across the Company’s global operations. ASC 740, Income Taxes (“ASC 740”), states that a tax benefit from an unrecognized tax benefit may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, on the basis of the technical merits. Dole (1) records unrecognized tax benefits as liabilities in accordance with ASC 740 and (2) adjusts these liabilities when judgments change as a result of the evaluation of new information not previously available. Because of the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from the current estimate of the unrecognized tax benefit liabilities. These differences will be reflected as increases or decreases to income tax expense or benefit in the consolidated statement of operations in the period in which new information is available.

In the normal course of business, Dole and its respective subsidiaries are examined by various federal, state and foreign tax authorities. Management regularly assesses the potential outcomes of these examinations and any future examinations for the current or prior years in determining the adequacy of its provision for income taxes. Additional provisions for income taxes are established when, despite the belief that tax positions are fully supportable, positions remain that do not meet the minimum probability threshold, which is a tax position that is more likely than not to be sustained upon examination by the applicable taxing authority. In addition, once the recognition threshold for the tax position is met, only the portion of the tax benefit that is greater than 50% likely to be realized upon settlement with a taxing authority is recorded. The impact of provisions for uncertain tax positions, as well as the related net interest and penalties, are included in income tax expense or benefit in the consolidated statements of operations.

Pension and Other Post-Retirement Benefits

Dole has a number of pension and other post-retirement benefit plans globally, both qualified and nonqualified, covering certain full-time employees. Benefits under these plans are generally based on each employee’s eligible compensation and years of service, except for certain plans covering union employees, which are based on negotiated benefits. Pension costs and obligations are calculated based on actuarial assumptions, including discount rates, compensation increases, expected return on plan assets, mortality rates and other factors.

Pension obligations and expenses are most sensitive to the discount rate and expected return on pension plan assets assumptions. Management determines the expected return on pension plan assets based on an expectation of average annual returns over an extended period of years considering the asset allocation of the plans. In the absence of a change in our asset allocation or investment philosophy, this estimate is not expected to vary significantly from year to year.

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For our pension plans, the discount rates are determined based on hypothetical bond portfolios with amounts and maturities that match the projected future benefit payments. The weighted average discount rates for Dole’s U.S. pension plan obligations and net periodic benefit income were 4.96% and 5.14%, respectively, for the year ended December 31, 2025. A 25-basis point decrease in the discount rates would increase the projected benefit obligation for the U.S. pension plans by $2.7 million, and increase the net periodic benefit income by $0.3 million. The weighted average discount rate of Dole’s international pension plan obligations and net periodic benefit cost was 5.71% and 5.66%, respectively, for the year ended December 31, 2025. A 25-basis point decrease in the assumed discount rate would increase the projected benefit obligation for the international pension plans by $5.8 million and the impact to the net periodic benefit cost would be minimal.

For our funded U.S. plan, the pension expense for the year ended December 31, 2025 was determined using an expected annual rate of return on plan assets of 6.70%. As of December 31, 2025, our U.S. pension plan investment portfolio was invested approximately 21% in equity securities, 54% in fixed income securities and 13% in real estate, with the remainder in other investments. A 25-basis point change in the expected rate of return on pension plan assets would impact net periodic benefit income for the year ended December 31, 2025 by $0.4 million.

For our international plans outside the U.S., the pension expense for the year ended December 31, 2025 was determined using an expected annual rate of return of plan assets of 4.82%. As of December 31, 2025, the investment portfolio of international pension plans was invested approximately 10% in equity securities, 47% in fixed income securities and 2% in real estate, with the remainder in other investments. A 25-basis point change in the expected rate of return on pension plan assets would impact net periodic benefit cost for the year ended December 31, 2025 by $0.4 million.

While management believes that the assumptions used are appropriate, actual results may differ materially from these assumptions. These differences may impact the amount of pension and other postretirement obligations and future expense. Refer to Note 15 “Employee Benefit Plans” to the consolidated financial statements included in “Item 8. Financial Statements and Supplementary Data” for additional details of our pension and other postretirement benefit plans.