FRESH DEL MONTE PRODUCE INC

Previous wording

Starting in fiscal year 2021, we began experiencing inflationary and cost pressures due to volatility and disruption in the global economy. These conditions, which increased our production and distribution costs, were driven by a multitude of external factors including rising interest rates, restrictions and economic impacts related to the COVID-19 pandemic, currency fluctuations, supply chain disruptions and geopolitical conflicts. Specifically, costs of packaging materials, fertilizers, labor, fuel, and ocean and inland freight were significantly impacted, and continued to adversely affect our profitability and operating cash flows during 2022 and to a lesser extent during 2023 and 2024.

Current wording

Starting in fiscal year 2021, we began experiencing inflationary and cost pressures due to volatility and disruption in the global economy. These conditions, which increased our production and distribution costs, were driven by a multitude of external factors including rising interest rates, restrictions and economic impacts related to the COVID-19 pandemic, currency fluctuations, supply chain disruptions and geopolitical conflicts. Based on the stabilization of inflation in certain key markets during the latter part of 2023, we have not established further inflation-justified price increases and surcharges during 2024 and 2025. We are actively monitoring region-specific macroeconomic factors to mitigate increases in our costs, if necessary.

Previous wording

Additionally, President Trump has issued or threatened to issue multiple executive orders directing the United States to impose new tariffs on imports from multiple nations, including jurisdictions we sell into and from which we purchase or source. As a result of the issued and threatened executive orders, we are currently evaluating the potential impact of the announced and threatened tariffs to our business. The actual impact of the new tariffs on our business is subject to a number of factors including the effective date and duration of such tariffs, additional countries included in the scope of tariffs in the future, changes to amounts, potential retaliatory tariffs imposed by other countries, and other variables. If the tariffs are imposed and we are unable to increase our selling prices to our customers, we expect that the estimated decrease in our gross profit in 2025 could be material.

Current wording

Tariffs implemented during 2025 have and may continue to significantly increase our cost of products sold. During the year ended December 26, 2025, we incurred additional costs related to tariff charges placed on products sold into the United States which we were able to mostly mitigate through increased selling prices to our North American customers implemented during the second quarter of 2025. If we are unable to successfully sustain our increased selling prices to our customers, institute new increases for incremental tariffs, or if increased selling prices significantly impact consumer demand, we expect the impact to our gross profit in future periods to be material. The actual impact of the announced tariffs on our business is subject to a number of factors including the duration of such tariffs, changes to the countries included in the scope of tariffs in the future, changes to amounts, potential retaliatory tariffs imposed by other countries, and other variables.

Previous wording

We continue to actively monitor geopolitical pressures around the world including, among others, the conflicts in the Middle East and other regional or global military conflicts. As a result of these conflicts, recent shipping disruptions in the Red Sea and surrounding waterways have created logistical pressures that have negatively impacted our business, including impacts to the availability of certain shipping routes resulting in increased shipping times. While we have taken actions to divert our shipping routes in order to minimize impacts on our business, we may not be able to mitigate the impact of additional write-offs, higher shipping rates, or longer shipping routes on our operations if conditions in the regions surrounding the Red Sea deteriorate.

Current wording

Additionally, we continue to actively monitor geopolitical pressures around the world including, among others, the conflicts in the Middle East and other regional or global military conflicts. As a result of these conflicts, recent shipping disruptions in the Red Sea and surrounding waterways have created logistical pressures that have negatively impacted our business, including impacts to the availability of certain shipping routes resulting in increased shipping times. While we have taken actions to divert our shipping routes in order to minimize impacts on our business, we may not be able to mitigate the impact of additional write-offs, higher shipping rates, or longer shipping routes on our operations if conditions in the regions surrounding the Red Sea deteriorate.

Previous wording

Our net sales are affected by numerous factors, including mainly the balance between the supply of and demand for our products and competition from other fresh produce companies. Our net sales are also dependent on our ability to supply a consistent volume and quality of fresh produce to the markets we serve. As a result of seasonal sales price fluctuations, we have historically realized a greater portion of our net sales and gross profit during the first two calendar quarters of the year. For example, seasonal variations in demand for bananas as a result of increased supply and competition from other fruit are reflected in the seasonal fluctuations of banana prices, with the first six months of each year generally exhibiting stronger demand and higher prices, except in those years where an excess supply exists. In our fresh and value-added products segment, there are seasonal variations in sales of our non-tropical fruit products which reach peak sales season from October to May. The impact of seasonality on our financial results was atypical during fiscal year 2022, particularly in our banana segment, where market conditions led to a more significant portion of our gross profit being generated in the second half of the year when compared with historical results and the results of our fiscal years 2023 and 2024.

Current wording

Our net sales are affected by numerous factors, including mainly the balance between the supply of and demand for our products and competition from other fresh produce companies. Our net sales are also dependent on our ability to supply a consistent volume and quality of fresh produce to the markets we serve. As a result of seasonal sales price fluctuations, we have historically realized a greater portion of our net sales and gross profit during the first two calendar quarters of the year. For example, seasonal variations in demand for bananas as a result of increased supply and competition from other fruit are reflected in the seasonal fluctuations of banana prices, with the first six months of each year generally exhibiting stronger demand and higher prices, except in those years where an excess supply exists. In our fresh and value-added products segment, there are seasonal variations in sales of our non-tropical fruit products which reach peak sales season from October to May.

Previous wording

Since our financial reporting currency is the U.S. dollar, our net sales are significantly affected by fluctuations in the value of the currency in which we conduct our sales versus the dollar, with a weaker dollar versus such currencies resulting in increased net sales in dollar terms. Including the effect of our foreign currency hedges, net sales in 2024 were negatively impacted by $19.0 million primarily due to fluctuations in exchange rates versus the Japanese yen and Korean won.

Current wording

Since our financial reporting currency is the U.S. dollar, our net sales are significantly affected by fluctuations in the value of the currency in which we conduct our sales versus the dollar, with a weaker dollar versus such currencies resulting in increased net sales in dollar terms. Including the effect of our foreign currency hedges, net sales in 2025 were positively impacted by $14.7 million primarily due to fluctuations in exchange rates versus the Euro and British pound, partially offset by fluctuations in exchange rates versus the Korean won.

Previous wording

Since our financial reporting currency is the U.S. dollar, our costs are affected by fluctuations in the value of the currency in which we have significant operations versus the dollar, with lower cost resulting from a stronger U.S. dollar. During 2024, cost of products sold was negatively impacted by approximately $8 million, primarily driven by fluctuations in exchange rates versus the Costa Rican colon.

Current wording

Since our financial reporting currency is the U.S. dollar, our costs are affected by fluctuations in the value of the currency in which we have significant operations versus the dollar, with lower cost resulting from a stronger U.S. dollar. During 2025, cost of products sold was negatively impacted by approximately $4.9 million, primarily driven by fluctuations in exchange rates versus the Costa Rican Colon and Euro, partially offset by fluctuations in exchange rates versus the Mexican peso.

Previous wording

The provision for income taxes in 2024 was $29.1 million. Income taxes consist of the consolidation of the tax provisions, computed on a separate entity basis, in each country in which we have operations. Since we are a non-U.S. company with substantial operations outside the United States, a substantial portion of our results of operations is not subject to U.S. taxation. Several of the countries in which we operate have lower tax rates than the United States. We are subject to U.S. taxation on our operations in the United States. From time to time, tax authorities in various jurisdictions in which we operate audit our tax returns and review our tax positions. There are audits presently pending in various countries. There can be no assurance that any tax audits, or changes in existing tax laws or interpretations in countries in which we operate will not result in an increased effective tax rate for us.

Current wording

The provision for income taxes in 2025 was $37.4 million. Income taxes consist of the consolidation of the tax provisions, computed on a separate entity basis, in each country in which we have operations. Since we are a non-U.S. company with substantial operations outside the United States, a substantial portion of our results of operations is not subject to U.S. taxation. Several of the countries in which we operate have lower tax rates than the United States. We are subject to U.S. taxation on our operations in the United States. From time to time, tax authorities in various jurisdictions in which we operate audit our tax returns and review our tax positions. There are audits presently pending in various countries. There can be no assurance that any tax audits, or changes in existing tax laws or interpretations in countries in which we operate will not result in an increased effective tax rate for us.

Previous wording

In connection with the examination of the tax returns in three foreign jurisdictions, the taxing authorities have issued income tax deficiencies primarily related to transfer pricing aggregating approximately $231.9 million (including interest and penalties) for tax years 2012 through 2021. We strongly disagree with the proposed adjustments and have filed a protest with each of the taxing authorities.

Current wording

In connection with the examination of the tax returns in three foreign jurisdictions, the taxing authorities have issued income tax deficiencies primarily related to transfer pricing aggregating approximately $260.6 million (including interest and penalties) for tax years 2012 through 2021. We strongly disagree with the proposed adjustments and have filed a protest with each of the taxing authorities.

Previous wording

We regularly assess the likelihood of adverse outcomes resulting from examinations such as these to determine the adequacy of our tax reserves. Accordingly, we have not accrued any additional amounts based upon the proposed adjustments. There can be no assurance that these matters will be resolved in our favor, and an adverse outcome of either matter, or any future tax examinations involving similar assertions, could have a material effect on our financial condition, results of operations and cash flows. See Part I, Item 3. Legal Proceedings, of this Annual Report on Form 10-K for more information regarding these matters.

Current wording

We regularly assess the likelihood of adverse outcomes resulting from examinations such as these to determine the adequacy of our tax reserves. Accordingly, during the year ended December 26, 2025, we accrued $2.9 million based on our current evaluation of the proposed adjustments. There can be no assurance that these matters will be resolved in our favor, and an adverse outcome of either matter, or any future tax examinations involving similar assertions, could have a material effect on our financial condition, results of operations and cash flows. See Part I, Item 3. Legal Proceedings, of this Annual Report on Form 10-K for more information regarding these matters.

Previous wording

On December 15, 2022, the European Union (EU) Member States formally adopted the EU’s Pillar Two Directive, which generally provides for a minimum effective tax rate of 15%, as established by the Organization for Economic Co-operation and Development (OECD) Pillar Two Framework which will be effective for the Company for the 2025 fiscal year. A significant number of other countries are expected to also implement similar legislation with varying effective dates in the future. We are continuing to evaluate the potential impact on future periods of the Pillar Two Framework, pending legislative adoption by additional individual countries, however, we may not be able to completely mitigate the impact of the legislation which could have an adverse material effect on our financial condition, results of operations and cash flows.

Current wording

On December 15, 2022, the European Union (EU) Member States formally adopted the EU’s Pillar Two Directive, which generally provides for a minimum effective tax rate of 15%, as established by the Organization for Economic Co-operation and Development (OECD) Pillar Two Framework which will be effective for the Company for the 2025 fiscal year. A significant number of other countries are expected to also implement similar legislation with varying effective dates in the future. To date, we have determined that there is a global minimum tax liability of $2.8 million as a result of Pillar Two, as certain jurisdictions have satisfied the safe harbor test to mitigate any minimum tax under Pillar Two. We continue to monitor its jurisdictions for any legislative changes.

Previous wording

The following summarizes the more significant factors impacting our operating results for the fiscal year ended December 27, 2024 as compared with the fiscal years ended December 29, 2023 and December 30, 2022.

Current wording

The following summarizes the more significant factors impacting our operating results for the fiscal year ended December 26, 2025 as compared with the fiscal year ended December 27, 2024.

Previous wording

Gross profit - Gross profit for 2024 increased by 2% to $357.9 million from $350.7 million in 2023. The increase in gross profit was driven by higher net sales in our fresh and value-added products segment and lower ocean freight costs, partially offset by lower net sales in our banana segment, higher per unit production and procurement costs, and the negative impact of fluctuations in exchange rates, primarily related to the Costa Rican colon and Japanese yen.

Current wording

Gross profit - Gross profit for 2025 increased by 12% to $399.1 million from $357.9 million in 2024. The increase in gross profit was driven by higher net sales in our fresh and value-added products segment. The increase was partially offset by higher per unit production and procurement costs in our banana segment and higher distribution costs.

Previous wording

Gross profit for 2024 included $1.0 million of other product-related charges primarily related to $1.2 million of severance charges from the outsourcing of certain functions of our fresh and value-added operations, $1.0 million of additional logistic costs and inventory write-offs incurred as a result of Hurricane Beryl during July 2024, partially offset by $1.7 million related to insurance recoveries associated with the flooding of a production facility in Greece during 2023. Gross profit for 2023 included $3.8 million of other product-related charges primarily related to $1.5 million of inventory write-off due to the sale of two distribution centers in Saudi Arabia and $1.4 million of inventory write-off and clean-up cost, net of insurance recoveries, tied to the flooding in Greece.

Current wording

Gross profit for 2025 included $0.5 million of other product-related credits primarily consisting of insurance recoveries related to damages incurred as a result of Hurricane Beryl during July 2024. Gross profit for 2024 included $1.0 million of other product-related charges primarily related to $1.2 million of severance charges from the outsourcing of certain functions of our fresh and value-added operations and $1.0 million of additional logistic costs and inventory write-offs incurred as a result of Hurricane Beryl, partially offset by insurance recoveries of $1.7 million tied to the flooding of a seasonal production facility in Greece.

Previous wording

Gain on disposal of property, plant and equipment, net and subsidiary -The gain on disposal of property, plant and equipment, net and subsidiary of $39.5 million during 2024 primarily related to the sale of two idle facilities and a warehouse in Chile, a Canadian distribution center and certain assets of Fresh Leaf Farms, a North American subsidiary in our fresh and value-added products segment. The gain on disposal of property, plant and equipment, net and subsidiary of $37.9 million during 2023 primarily related to the sales of two distribution centers and related assets in Saudi Arabia, an idle facility in North America, our plastics business subsidiary in South America, and two carrier vessels.

Current wording

Gain on disposal of property, plant and equipment, net and subsidiary -The gain on disposal of property, plant and equipment, net and subsidiary of $10.3 million during 2025 primarily consisted of a $9.8 million gain related to the sale of four carrier vessels and a $2.1 million gain related to the sale of two idle properties in Chile, partially offset by a $3.3 million loss related to disposals of low-yielding banana plants in Costa Rica in order to replant and improve productivity. The gain on disposal of property, plant and equipment, net and subsidiary of $39.5 million during 2024 primarily consisted of a $14.7 million gain on the sale of two idle facilities, a $11.3 million gain on the sale of a Canadian distribution center, a $7.7 million gain from the sale of a warehouse in South America, and $4.3 million related to the sale of certain assets of Fresh Leaf Farms, a North American subsidiary in our fresh and value-added products segment.

Previous wording

Asset impairment and other charges (credits), net -Asset impairment and other charges (credits), net of $4.2 million in 2024 primarily consisted of (1) a $1.8 million settlement agreement with respect to a litigation matter by a former employee, net of insurance reimbursements, (2) $1.5 million of impairment charges of damaged buildings located at farms in Costa Rica, (3) $1.4 million of impairment charges related to goodwill in our vegetable reporting unit, and (4) a $0.5 million reserve recorded due to a potential liability arising from our third-party logistics operations, partially offset by a $2.0 million insurance reimbursement related to fire damages at a warehouse in Chile. Asset impairment and other charges, net of $143.4 million in

Current wording

Asset impairment and other charges (credits), net -Asset impairment and other charges, net of $59.3 million in 2025 primarily consisted of (1) $37.5 million of impairment charges related to low productivity banana farms in the Philippines, (2) $17.9 million of impairment charges associated with the divestiture of our Mann Packing business and (3) $1.5 million of legal settlement charges related to the restoration of a previously leased deciduous fruit farm in Chile. Asset impairment and other charges, net of $4.2 million in 2024 primarily consisted of (1) a $1.8 million settlement agreement with respect to a litigation matter by a former employee, net of insurance reimbursements, (2) $1.5 million of impairment charges of damaged buildings located at farms in Costa Rica, (3) $1.4 million of impairment charges related to goodwill in our vegetable reporting unit, and (4) a $0.5 million reserve related to a regulatory matter arising from our third-party logistics operations, partially offset by a $2.0 million insurance reimbursement related to fire damages at a warehouse in Chile.

Previous wording

Operating income - Operating income increased by $137.8 million in 2024 when compared with 2023, mainly due to lower asset impairment charges and higher gross profit, partially offset by higher selling, general and administrative expenses.

Current wording

Operating income - Operating income decreased by $58.9 million in 2025 when compared with 2024, mainly due to higher asset impairment charges, net and a lower gain on disposal of property, plant and equipment, net. These changes were partially offset by higher gross profit during 2025.

Previous wording

Interest expense -Interest expense decreased by $5.7 million in 2024 when compared with 2023, primarily due to lower average debt balances.

Current wording

Interest expense -Interest expense decreased by $7.2 million in 2025 when compared with 2024, primarily due to lower average debt balances.

Previous wording

Other expense, net -Other expense, net, was $8.4 million in 2024 compared with $19.3 million in 2023. The decrease in expense of $10.9 million was mainly driven by equity earnings of unconsolidated companies within the food and nutrition sector.

Current wording

Other expense, net -Other expense, net, was $10.3 million in 2025 compared with $17.6 million in 2024. The decrease in expense of $7.3 million was mainly driven by lower foreign currency losses compared to the prior year.

Previous wording

Income tax provision - Income tax provision was $29.1 million in 2024 compared with $18.1 million in 2023. The increase in the income tax provision of $11.0 million is primarily due to increased earnings in certain higher tax jurisdictions.

Current wording

Income tax provision - Income tax provision was $37.4 million in 2025 compared with $29.1 million in 2024. The increase in the income tax provision of $8.3 million is primarily due to the impact of the OECD Pillar Two global minimum tax combined with increased earnings in certain higher tax jurisdictions.

Previous wording

Net sales for 2024 were $2,606.9 million compared with $2,477.8 million in 2023. The increase in net sales was primarily a result of higher per unit selling prices and sales volume of avocado and pineapple due to stronger demand and higher sales volume of melon. The increases were partially offset by lower net sales of vegetable and fresh-cut fruit due to lower sales volume and the unfavorable impact of fluctuations in exchange rates, primarily due to a weaker Japanese yen and Korean won.

Current wording

Net sales for 2025 were $2,621.9 million compared with $2,606.9 million in 2024. The increase in net sales was primarily a result of higher per unit selling prices of pineapple and higher per unit selling prices and sales volume of fresh-cut fruits due to strong market demand. Selling prices in our fresh and value-added products segment reflect tariff-related price increases in North America and the favorable impact of fluctuations in exchange rates primarily due to a stronger British pound. The increases were partially offset by lower net sales of fresh and fresh-cut vegetables due to lower sales volume due to strategic operational reductions, including the sale of certain assets of Fresh Leaf Farms, taken during the fourth quarter of 2024.

Previous wording

Gross profit in the fresh and value-added products segment included $0.6 million of other product-related charges in 2024 primarily related to $1.2 million of severance charges from the outsourcing of certain functions within our operations, $0.6 million of additional logistic expenses and inventory write-offs incurred as a result of Hurricane Beryl during July 2024, and $0.2 million of inventory write-offs related to flooding damage at melon farms in Costa Rica, partially offset by $1.7 million of insurance recoveries, net of expenses, associated with the flooding of a production facility in Greece. Gross profit in the fresh and value-added products segment included $3.7 million of other product-related charges in 2023 primarily related to $1.5 million of inventory write-off due to the sale of two distribution centers in Saudi Arabia and $1.4 million of inventory write-off and clean-up cost, net of insurance recoveries, tied to the flooding of a seasonal production facility in Greece.

Current wording

Gross profit in the fresh and value-added products segment included $0.2 million of other product-related credits in 2025 as a result of insurance recoveries related to damages incurred during Hurricane Beryl in July 2024. Gross profit in the fresh and value-added products segment included $0.6 million of other product-related charges in 2024 primarily related to $1.2 million of severance charges from the outsourcing of certain functions within our operations, $0.6 million of additional logistic expenses and inventory write-offs incurred as a result of Hurricane Beryl, and $0.2 million of inventory write-offs related to flooding damage at melon farms in Costa Rica, partially offset by $1.7 million of insurance recoveries, net of expenses, associated with the flooding of a seasonal production facility in Greece during 2023. Gross margin increased to 11.4% compared with 9.3% in the prior-year period.

Previous wording

Gross profit in the bananas segment included $0.4 million of other product-related charges, primarily as a result of additional logistic expenses and inventory write-offs incurred as a result of Hurricane Beryl during July 2024. Gross margin decreased to 5.9% compared with 10.0% in the prior-year period.

Current wording

Gross profit in the bananas segment for 2025 included $0.3 million of other product-related credits, primarily as a result of insurance recoveries related to damages incurred during Hurricane Beryl in July 2024. Gross profit in the bananas segment for 2024 included $0.4 million of other product-related charges, primarily as a result of additional logistic expenses and inventory write-offs incurred as a result of Hurricane Beryl. Gross margin decreased to 4.8% compared with 5.9% in the prior-year period.

Previous wording

Net sales for 2024 were $197.4 million compared with $204.7 million in 2023. The decrease in net sales was primarily due to the sale of our plastics subsidiary during the prior-year period and lower net sales in our third-party ocean freight services as a result of lower rates and volume, partially offset by an increase in net sales in our poultry and meats business driven by an increase in per unit selling prices.

Current wording

Net sales for 2025 were $210.0 million compared with $197.4 million in 2024. The increase in net sales was primarily due to higher net sales in our third-party ocean freight services and specialty ingredients businesses as a result of higher volume and our acquisition of a Ugandan producer of avocado oil during March 2025, partially offset by a decrease in net sales in our poultry and meats business driven by lower volumes and per unit selling prices.

Previous wording

Gross profit for 2024 was $27.8 million compared to $20.1 million in 2023. The increase in gross profit was primarily a result of higher net sales and lower per unit production costs in our poultry and meats business, partially offset by lower rates in our third-party ocean freight services. Gross margin increased to 14.1% from 9.8% in the prior-year period.

Current wording

Gross profit for 2025 was $28.7 million compared to $27.8 million in 2024. The slight increase in gross profit was primarily a result of higher net sales partially offset by higher per unit production costs in our poultry and meats business. Gross margin decreased to 13.7% from 14.1% in the prior-year period.

Previous wording

Fresh Del Monte Produce Inc. is a holding company whose only significant asset is the outstanding capital stock of our subsidiaries that directly or indirectly own all of our assets. We conduct all of our business operations through our subsidiaries. Accordingly, as of December 27, 2024, our principal sources of liquidity are (i) cash generated from operations of our subsidiaries, (ii) our combined $806 million of credit facilities with an available capacity of approximately $539 million and (iii) existing cash and cash equivalents of $32.6 million. The loan commitments under our credit facilities can be used for working capital or other general corporate purposes. On a long-term basis, we will continue to rely on our credit facilities for any long-term funding not provided by cash generated from operations of our subsidiaries.

Current wording

Fresh Del Monte Produce Inc. is a holding company whose only significant asset is the outstanding capital stock of our subsidiaries that directly or indirectly own all of our assets. We conduct all of our business operations through our subsidiaries. Accordingly, as of December 26, 2025, our principal sources of liquidity are (i) cash generated from operations of our subsidiaries, (ii) our combined $796 million of credit facilities with an available capacity of approximately $606 million and (iii) existing cash and cash equivalents of $35.7 million. The loan commitments under our credit facilities can be used for working capital or other general corporate purposes. On a long-term basis, we will continue to rely on our credit facilities for any long-term funding not provided by cash generated from operations of our subsidiaries.

Previous wording

Net cash provided by operating activities was $182.5 million for 2024 compared with $177.9 million for 2023, an increase of $4.6 million. The increase in net cash provided by operating activities was principally attributable to current year working capital fluctuations, primarily a result of higher levels of accounts payable and accrued expenses compared to the prior year due to the timing of period end payments to suppliers.

Current wording

Net cash provided by operating activities was $245.1 million for 2025 compared with $182.5 million for 2024, an increase of $62.6 million. The primary driver of cash flows in both years was net earnings, with the increase in net cash provided by operating activities during 2025 being principally attributable to the change in non-cash items, including higher asset impairments and a lower gain on disposal of property plant, and equipment. The increase in net cash provided by operating activities during 2025 was also impacted by working capital fluctuations, mainly due to lower levels of accounts receivables compared to the prior-year period partially offset by lower accounts payable and accrued expenses due to the timing of receipts from customers and period end payments to suppliers.

Previous wording

Net cash provided by investing activities for 2023 primarily consisted of proceeds from the sale of property, plant and equipment and subsidiary of $119.9 million, primarily relating to the sale of two distribution centers in Saudi Arabia, an idle production facility in North America, land in South and Central America, and proceeds from the sale of our plastics business subsidiary in South America for total purchase consideration of $16.5 million, of which we received $14.0 million. The remaining $2.5 million, which includes $0.5 million of post-closing adjustments, will be received in three successive semi-annual installments. Two of these installments, amounting to $1.8 million, were received during 2024. Partially offsetting the net cash provided by investing activities were capital expenditures of $57.7 million and $5.3 million in investments in unconsolidated companies in the food and nutrition sector that align with our long-term strategy and vision.

Current wording

Net cash used in investing activities was $48.7 million for 2025 compared with net cash provided by investing activities of $20.4 million for 2024. Net cash used in investing activities for 2025 primarily consisted of capital expenditures of $63.8 million and $12.5 million in investments in unconsolidated companies in the food and nutrition sector that align with our long-term strategy and vision. Partially offsetting the net cash used in investing activities were proceeds from the sale of property, plant and equipment of $25.0 million, primarily relating to the sale of four carrier vessels, two idle properties in Chile, and an administrative office in Costa Rica, and $2.5 million in distributions from our investments in unconsolidated companies.

Previous wording

Net cash provided by investing activities was $20.4 million for 2024 compared with $56.4 million for 2023. Net cash provided by investing activities for 2024 primarily consisted of proceeds from the sale of property, plant and equipment and subsidiary of $74.4 million, primarily relating to the sale of three facilities in South America, a distribution center in Canada, and certain assets of Fresh Leaf Farms, a North American subsidiary in our fresh-cut vegetable business, and $5.7 million of insurance recoveries received for damage to property, plant and equipment associated with the flooding of a production facility in Greece during 2023. Partially offsetting the net cash provided by investing activities were capital expenditures of $51.7 million and $8.0 million in investments in unconsolidated companies in the food and nutrition sector that align with our long-term strategy and vision.

Current wording

Net cash provided by investing activities for 2024 primarily consisted of proceeds from the sale of property, plant and equipment and subsidiary of $74.4 million, primarily relating to the sale of three facilities in South America, a distribution center in Canada, and certain assets of Fresh Leaf Farms, a North American subsidiary in our fresh-cut vegetable business, and $5.7 million of insurance recoveries received for damage to property, plant and equipment associated with the flooding of a seasonal production facility in Greece during 2023. Partially offsetting the net cash provided by investing activities were capital expenditures of $51.7 million and $8.0 million in investments in unconsolidated companies in the food and nutrition sector that align with our long-term strategy and vision.

Previous wording

Capital expenditures related to thefresh and value-added products segment accounted for $35.5 million, or 69%, of our 2024 capital expenditures and $31.3 million, or 54%, of our 2023 capital expenditures. During 2024 capital expenditures primarily related to (1) improvements to our pineapple operations in Central America, Kenya and the Philippines and (2) improvements and enhancements to our production facilities in North America and Europe. During 2023, capital expenditures primarily related to (1) improvements and enhancements to our production facilities in North America, Europe, Asia, and the Middle East; (2) improvements to our pineapple operations in Central America and Kenya; and (3) operational investments in automation and data-driven technology, mainly in North America.

Current wording

Capital expenditures related to thefresh and value-added products segment accounted for $43.7 million, or 68%, of our 2025 capital expenditures and $35.5 million, or 69%, of our 2024 capital expenditures. During 2025 capital expenditures primarily related to (1) improvements and enhancements to our pineapple operations in Central America, (2) improvements to our fresh-cut production facilities in North America and (3) an IQF production facility in Kenya within our prepared foods business. During 2024, capital expenditures primarily related to (1) improvements to our pineapple operations in Central America, Kenya and the Philippines and (2) improvements and enhancements to our production facilities in North America and Europe.

Previous wording

Capital expenditures related to thebanana segment accounted for $13.7 million, or 26%, of total 2024 capital expenditures and $12.8 million, or 22%, of total 2023 capital expenditures. During 2024, these capital expenditures primarily related to improvements to our production operations in Central America and port facilities in North America. During 2023, these capital expenditures primarily related to improvements to our production operations in Central America.

Current wording

Capital expenditures related to thebanana segment accounted for $17.2 million, or 27%, of total 2025 capital expenditures and $13.7 million, or 26%, of total 2024 capital expenditures. During 2025, these capital expenditures primarily related to improvements to our production operations in Central America. During 2024, these capital expenditures primarily related to improvements to our production operations in Central America and port facilities in North America.

Previous wording

Capital expenditures related to theother products and services segment accounted for $2.5 million, or 5%, of our 2024 capital expenditures and $13.6 million, or 24%, of our 2023 capital expenditures. During 2024 these capital expenditures primarily related to our biomass initiatives. During 2023, these capital expenditures primarily related to improvements to our Jordanian poultry operations.

Current wording

Capital expenditures related to theother products and services segment accounted for $2.9 million, or 5%, of our 2025 capital expenditures and $2.5 million, or 5%, of our 2024 capital expenditures. During 2025 and 2024, these capital expenditures primarily related to expansion of our specialty ingredients business.

Previous wording

Capital expenditures for 2025 are expected to be approximately $80 million to $90 million, primarily consisting of (1) upgrades to our pineapple production operations in Central America and the Philippines and (2) investments to improve and expand our fresh-cut and prepared foods operations in Africa. We expect to fund these capital expenditures which primarily relate to our fresh and value-added and banana segments through operating cash flows and borrowings under our credit facility.

Current wording

Capital expenditures for 2026 are expected to be approximately $60 million to $70 million, primarily consisting of (1) upgrades and expansion to our pineapple and banana production operations in Central America, (2) investments to improve and expand our fresh-cut and prepared foods operations in Europe and (3) implementation of our global enterprise resource planning system. We expect to fund these capital expenditures, which primarily relate to our fresh and value-added products and banana segments, through operating cash flows and borrowings under our existing credit facility.

Previous wording

Net cash used in financing activities was $209.9 million for 2024 and $213.5 million for 2023. Net cash used in financing activities for 2024 primarily consisted of (i) net payments on long-term debt of $155.9 million, (ii) dividends paid of $47.8 million, and (iii) payment of deferred financing costs of $2.2 million in conjunction with the February amendment of our Second Amended and Restated Credit Agreement. Net cash used in financing activities for 2023 primarily consisted of (i) net payments on long-term debt of $139.8 million, (ii) dividends paid of $35.9 million, (iii) distributions to noncontrolling interests of $17.9 million, including a distribution to our minority partner in Saudi Arabia in connection with the sale of the two distribution centers completed in the first quarter of 2023, (iv) repurchase and retirement of ordinary shares of $11.8 million and (v) a $5.2 million payment to acquire the remaining 25% interest in one of our Mann Packing subsidiaries, as the noncontrolling shareholder exercised its put option during the second quarter of 2023.

Current wording

Net cash used in financing activities was $165.7 million for 2025 and $209.9 million for 2024. Net cash used in financing activities for 2025 primarily consisted of (i) net payments on long-term debt of $71.1 million, (ii) dividends paid of $57.4 million, and (iii) the repurchase and retirement of ordinary shares of our common stock of $29.8 million as part of our stock repurchase program announced in February 2025. Net cash used in financing activities for 2024 primarily consisted of (i) net payments on long-term debt of $155.9 million, (ii) dividends paid of $47.8 million, and (iii) payment of deferred financing costs of $2.2 million in conjunction with the February amendment of our Second Amended and Restated Credit Agreement.

Previous wording

As of December 27, 2024, we had $539.2 million of borrowing availability under committed working capital facilities, primarily under the Amended Revolving Credit Facility.

Current wording

As of December 26, 2025, we had $605.5 million of borrowing availability under committed working capital facilities, primarily under the Amended Revolving Credit Facility.

Previous wording

We are exposed to fluctuations in currency exchange rates against the U.S. dollar on our results of operations and financial condition and we mitigate that exposure by entering into foreign currency forward contracts. Certain of our subsidiaries periodically enter into foreign currency forward contracts in order to hedge portions of forecasted sales or cost of sales denominated in foreign currencies, which generally mature within one year. The fair value of our derivatives related to our foreign currency cash flow hedges was a net asset position of $0.3 million as of December 27, 2024 compared to a net liability position of $0.3 million as of December 29, 2023 due to the relative strengthening or weakening of exchange rates when compared to the contracted rates.

Current wording

We are exposed to fluctuations in currency exchange rates against the U.S. dollar on our results of operations and financial condition and we mitigate that exposure by entering into foreign currency forward contracts. Certain of our subsidiaries periodically enter into foreign currency forward contracts in order to hedge portions of forecasted sales or cost of sales denominated in foreign currencies, which generally mature within one year. The fair value of our derivatives related to our foreign currency cash flow hedges was a net liability position of $1.0 million as of December 26, 2025 compared to a net asset position of $0.3 million as of December 27, 2024 due to the relative strengthening or weakening of exchange rates when compared to the contracted rates.

Previous wording

We are exposed to fluctuations in variable interest rates on our results of operations and financial condition, and we mitigate that exposure by entering into interest rate swaps from time to time. During 2018, we entered into interest rate swaps in order to hedge the risk of the fluctuation on future interest payments related to a portion of our variable rate borrowings through 2028. On July 19, 2024, we agreed to terminate our outstanding interest rate swap agreement in exchange for $7.3 million, net of fees of $0.2 million. The fair value of the derivatives related to our interest rate swap cash flow hedges was an asset position of $7.9 million as of December 29, 2023. Based on our assessment that the originally hedged cash flows associated with our variable rate borrowings remain probable, the proceeds received as a result of the termination of our outstanding interest rate swap agreement will remain in accumulated other comprehensive loss and be reclassified to earnings through interest expense over the remaining life of the hedged debt. At December 27, 2024, $5.5 million remained in accumulated other comprehensive loss related to the terminated interest rate swap, of which $2.7 million is expected to be reclassified to earnings through interest expense over the next twelve months.

Current wording

We are exposed to fluctuations in variable interest rates on our results of operations and financial condition, and we mitigate that exposure by entering into interest rate swaps from time to time. During 2018, we entered into interest rate swaps in order to hedge the risk of the fluctuation on future interest payments related to a portion of our variable rate borrowings through 2028. On July 19, 2024, we agreed to terminate our outstanding interest rate swap agreement in exchange for $7.3 million, net of fees of $0.2 million. Based on our assessment that the originally hedged cash flows associated with our variable rate borrowings remain probable, the proceeds received as a result of the termination of our outstanding interest rate swap agreement will remain in accumulated other comprehensive loss and be reclassified to earnings through interest expense over the remaining life of the hedged debt. At December 26, 2025, $2.8 million remained in accumulated other comprehensive loss related to the terminated interest rate swap, of which $1.2 million is expected to be reclassified to earnings through interest expense over the next twelve months.

Previous wording

We enter into derivative instruments with counterparties that are highly rated and do not expect a deterioration of our counterparty’s credit ratings; however, the deterioration of our counterparty’s credit ratings would affect the Consolidated Financial Statements in the recognition of the fair value of the hedges that would be transferred to earnings as the contracts settle. We expect that $0.3 million of the net fair value of designated hedges recognized as a net gain in accumulated other comprehensive loss will be transferred to earnings during the next 12 months along with the earnings effect of the related forecasted transactions.

Current wording

We enter into derivative instruments with counterparties that are highly rated and do not expect a deterioration of our counterparty’s credit ratings; however, the deterioration of our counterparty’s credit ratings would affect the Consolidated Financial Statements in the recognition of the fair value of the hedges that would be transferred to earnings as the contracts settle. We expect that $0.5 million of the net fair value of designated hedges recognized as a net gain in accumulated other comprehensive loss will be transferred to earnings during the next 12 months along with the earnings effect of the related forecasted transactions.

Previous wording

We are involved in several legal and environmental matters that, if not resolved in our favor, could require significant cash outlays and could have a material adverse effect on our results of operations, financial condition and liquidity. See Part I, Item 1. Business Overview under “Environmental Proceedings” and Part I, Item 3. Legal Proceedings and Note 16, “Commitments and Contingencies” to the Consolidated Financial Statements included in Part II, Item 8. Financial Statements and Supplementary Dataof this Annual Report on Form 10-K.

Current wording

We are involved in several legal and environmental matters that, if not resolved in our favor, could require significant cash outlays and could have a material adverse effect on our results of operations, financial condition and liquidity. See Part I, Item 1. Business Overview under “Environmental Regulations” and Part I, Item 3. Legal Proceedings and Note 16, “Commitments and Contingencies” to the Consolidated Financial Statements included in Part II, Item 8. Financial Statements and Supplementary Dataof this Annual Report on Form 10-K.

Previous wording

(1) We utilize a variable interest rate on our long-term debt, and for presentation purposes we have used an assumed average rate of 4.3%.

Current wording

(1) We utilize a variable interest rate on our long-term debt, and for presentation purposes we have used an assumed average rate of 4.4%.

Previous wording

We have agreements to purchase the entire or partial production of certain products of our independent growers primarily in Guatemala, Ecuador, Philippines, Costa Rica, Colombia, and Chile that meet our quality standards. Total purchases under these agreements amounted to $643.4 million for 2024, $631.6 million for 2023, and $625.9 million for 2022.

Current wording

We have agreements to purchase the entire or partial production of certain products of our independent growers primarily in Guatemala, Ecuador, Philippines, Costa Rica, Colombia, and the United Kingdom that meet our quality standards. Total purchases under these agreements amounted to $655.3 million for 2025, $643.4 million for 2024, and $631.6 million for 2023.