FRESH DEL MONTE PRODUCE INC

Previous wording

Our business is comprised of three reportable segments, two of which represent our primary businesses of fresh and value-added products and banana, and one that represents our other ancillary businesses.

Current wording

Subsequent to our March 2026 acquisition of select assets of Del Monte Foods, our business is comprised of four reportable segments, three of which represent our primary businesses of fresh and value-added products, banana and prepared foods, and one that represents our other ancillary businesses.

Previous wording

•Fresh and value-added products - includes pineapples, fresh-cut fruit, fresh-cut vegetables (which includes fresh-cut salads), melons, vegetables, non-tropical fruit (including grapes, apples, citrus, blueberries, strawberries, pears, peaches, plums, nectarines, cherries, and kiwis), other fruit and vegetables, avocados, and prepared foods (including prepared fruit and vegetables, juices, other beverages, and meals and snacks).

Current wording

•Fresh and value-added products - includes pineapples, fresh-cut fruit, fresh-cut vegetables (which includes fresh-cut salads), melons, vegetables, non-tropical fruit (including grapes, apples, citrus, blueberries, strawberries, pears, peaches, plums, nectarines, cherries and kiwis), other fruit and vegetables, and avocados.

Previous wording

During the first nine months of 2025, the U.S. government has signaled or announced numerous changes to its trade policy, including changes to existing trade agreements and the use of tariffs to enforce trade policy. The tariffs impact various jurisdictions we sell into and from which we purchase or source, including Costa Rica, Guatemala and Ecuador where we source the majority of our products sold into the United States. These tariffs currently exempt imports that are compliant with the United States-Mexico-Canada ("USMCA") trading agreement, which includes a wide range of fresh fruit and vegetables. However, these trade policies are subject to change with limited or no advance notice to the Company. As a result, it is uncertain what, if any, impact tariffs or other trade policy may have on products we source or partially source from Mexico, which makes up approximately 10% of our North American net sales.

Current wording

During 2025, the U.S. government signaled or announced numerous changes to its trade policy, including changes to existing trade agreements and the use of tariffs to enforce trade policy. The tariffs impact various jurisdictions we sell into and from which we purchase or source, including Costa Rica, Guatemala and Ecuador where we source the majority of our products sold into the United States. These tariffs exempt imports that are compliant with the United States-Mexico-Canada ("USMCA") trading agreement, which includes a wide range of fresh fruit and vegetables. On November 14, 2025, President Trump issued an executive order removing tariffs on various agricultural products, including certain imported fruits such as bananas and pineapples, reducing our exposure to tariff charges compared to earlier in the year. However, these trade policies are subject to change with limited or no advance notice to the Company. As a result, it is uncertain what, if any, impact tariffs or other trade policy may have on products we source or partially source from outside the United States. While we were able to mostly mitigate additional costs related to tariff charges placed on products sold into the United States during 2025 and the first quarter of 2026, 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 impact consumer demand, we expect the impact for the remainder of 2026 to be material.

Previous wording

In connection with the examination of the tax returns in three foreign jurisdictions, the taxing authorities have issued income tax deficiencies related to transfer pricing aggregating approximately $253.8 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 related to transfer pricing aggregating approximately $272.5 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

In one foreign jurisdiction, we are currently contesting tax assessments related to the 2012-2015 audit years and the 2016 audit year in both the administrative court and the judicial court. During 2019 and 2020, we filed actions contesting the tax assessment in the administrative office. Our initial challenge to each of these tax assessments was rejected, and we subsequently lost our appeals at the administrative court. We have subsequently filed actions to contest each of these tax assessments in the country’s judicial courts. In addition, we have filed a request for injunction to the judicial court to stay the tax authorities' collection efforts for these two tax assessments, pending final judicial decisions. The court granted our injunction with respect to the 2016 audit year, however denied our injunction with respect to the 2012-2015 audit years. We timely appealed the denial of the injunction, and on August 10, 2022 the appellate court overturned the denial and granted our injunction for the 2012-2015 audit years with a trial date set for July 4, 2025. During June 2025, we were notified of the hearing being suspended until further notice due to a pending constitutional remedy affecting a rule included in the arguments. Pursuant to local law, we registered real estate collateral with an approximate fair market value of $7.2 million in connection with the grant of the 2016 audit year injunction. This real estate collateral has a net book value of $3.8 million as of the quarter ended September 26, 2025. In addition, in connection with the grant of the 2012-2015 audit year injunction, we registered real estate collateral with an approximate fair market value of $30.2 million, and a net book value of $4.6 million as of the quarter ended September 26, 2025. The registration of this real estate collateral does not affect our operations in the country.

Current wording

In one foreign jurisdiction, we are currently contesting tax assessments related to the 2012-2015 audit years and the 2016 audit year in both the administrative court and the judicial court. During 2019 and 2020, we filed actions contesting the tax assessment in the administrative office. Our initial challenge to each of these tax assessments was rejected, and we subsequently lost our appeals at the administrative court. We have subsequently filed actions to contest each of these tax assessments in the country’s judicial courts. In addition, we have filed a request for injunction to the judicial court to stay the tax authorities' collection efforts for these two tax assessments, pending final judicial decisions. The court granted our injunction with respect to the 2016 audit year, however denied our injunction with respect to the 2012-2015 audit years. We timely appealed the denial of the injunction, and on August 10, 2022 the appellate court overturned the denial and granted our injunction for the 2012-2015 audit years with a trial date set for July 4, 2025. During June 2025, we were notified of the hearing being suspended until further notice due to a pending constitutional remedy affecting a rule included in the arguments. Pursuant to local law, we registered real estate collateral with an approximate fair market value of $7.9 million in connection with the grant of the 2016 audit year injunction. This real estate collateral has a net book value of $3.8 million as of the quarter ended March 27, 2026. In addition, in connection with the grant of the 2012-2015 audit year injunction, we registered real estate collateral with an approximate fair market value of $32.9 million, and a net book value of $4.6 million as of the quarter ended March 27, 2026. The registration of this real estate collateral does not affect our operations in the country.

Previous wording

In the third foreign jurisdiction, we received tax assessments related to the 2018-2021 audit years. We have filed objections contesting these assessments and have subsequently initiated appeals.

Current wording

In the third foreign jurisdiction, we received tax assessments related to the 2018-2021 audit years. We filed objections contesting these assessments and subsequently initiated appeals. On January 16, 2026, the Company received an unfavorable decision related to the appeals. On February 9, 2026, we filed an action to pursue further appeal through the applicable appellate forum. The case remains pending.

Previous wording

Additionally, 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. Pursuant to the implementation dates prescribed in the Directive, the rules became 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, the Company has determined that there is an immaterial global minimum tax liability as a result of Pillar Two, as certain jurisdictions have satisfied the safe harbor test to mitigate any minimum tax under Pillar Two. The Company continues to monitor its jurisdictions for any changes and include any appropriate minimum tax throughout the fiscal year.

Current wording

Additionally, 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. Pursuant to the implementation dates prescribed in the Directive, the rules became effective for the Company for the 2025 fiscal year. We have evaluated the impact of the global minimum tax rules under Pillar Two for the current interim period. The effect of Pillar Two has been reflected in our estimated annual effective tax rate used to determine income tax expense in accordance with ASC 740 for the quarter ended March 27, 2026.

Previous wording

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. We are currently assessing its impact on our consolidated financial statements.

Current wording

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. We are continuing to assess its impact on our consolidated financial statements.

Previous wording

The following summarizes the more significant factors impacting our operating results for the 13-week periods and 39-week periods ended September 26, 2025 (also referred to as the “third quarter of 2025” and "first nine months of 2025", respectively) and September 27, 2024 (also referred to as the “third quarter of 2024” and "first nine months of 2024").

Current wording

The following summarizes the more significant factors impacting our operating results for the 13-week periods ended March 27, 2026 (also referred to as the “first quarter of 2026”) and March 28, 2025 (also referred to as the “first quarter of 2025”).

Previous wording

Gain on disposal of property, plant and equipment, net - Gain on disposal of property, plant and equipment, net for the third quarter of 2025 of $5.0 million primarily consisted of a $2.9 million gain from the sale of a carrier vessel and a $2.1 million gain on the sale of idle property in Chile. For the first nine months of 2025, gain on disposal of property, plant and equipment, net of $5.9 million also included a $0.9 million gain on the sale of idle land in Guatemala.

Current wording

Gain on disposal of property, plant and equipment, net - Gain on disposal of property, plant and equipment, net for the first quarter of 2026 of $2.2 million and consisted of the sale of farmlands in Chile. The gain on disposal of property, plant and equipment, net for the first quarter of 2025 of $0.8 million primarily consisted of the sale of idle land in Guatemala.

Previous wording

Interest expense -Interest expense decreased by $1.9 million in the third quarter of 2025 and decreased by $5.6 million in the first nine months of 2025 when compared with the prior-year period primarily due to lower average debt balances.

Current wording

Interest expense -Interest expense decreased by $1.2 million in the first quarter of 2026 compared with the prior-year period primarily due to lower average debt balances during the respective periods.

Previous wording

Income tax provision - Income tax provision decreased to $4.2 million for the third quarter of 2025 compared with $7.9 million for the third quarter of 2024 and decreased to $25.2 million for the first nine months of 2025 compared with $25.6 million for the first nine months of 2024. The decrease in both periods is primarily due to decreased earnings in certain higher tax jurisdictions.

Current wording

Income tax provision - Income tax provision increased to $7.8 million for the first quarter of 2026 compared with $6.9 million for the first quarter of 2025. The increase is primarily due to increased earnings in certain higher tax jurisdictions. In addition, the increase also reflects the impact of the implementation of global minimum tax rules under Pillar Two.

Previous wording

Net sales for the third quarter of 2025 were $358.0 million, compared with $345.3 million in the prior-year period. The increase in net sales was primarily a result of higher per unit selling prices across all of the Company's regions, including the favorable impact of fluctuations in exchange rates, primarily related to the Euro, and tariff-related price adjustments in North America. Additionally, sales volume increased in the Middle East, reflecting a recovery from the prior-year shipment disruptions caused by the Red Sea conflict. The increase in net sales was partially offset by lower sales volume in Asia and North America due to weak market demand.

Current wording

Net sales for the first quarter of 2026 were $357.1 million, compared with $363.8 million in the prior-year period. The decrease in net sales was primarily a result of lower sales volume in Asia due to lower supply, including the impact of supplier changes in the quarter, and in North America due to weak market demand and the impact of adverse weather. The decrease in net sales was partially offset by higher per-unit selling prices across all of the Company's regions, and the favorable impact of fluctuations in exchange rates, primarily related to the euro.

Previous wording

Net sales for the third quarter of 2025 were $53.4 million, compared with $50.5 million in the prior-year period. The increase in net sales was a result of higher net sales of our third-party freight services, partially offset by lower per unit selling prices in our poultry and meats business.

Current wording

Net sales for the first quarter of 2026 were $55.5 million, compared with $51.4 million in the prior-year period. The increase in net sales was the result of higher net sales of our third-party freight services business, and was partially offset by lower net sales in our poultry and meats business due to lower per-unit selling prices.

Previous wording

Gross profit was $7.9 million for the third quarter of 2025, compared with $9.2 million in the prior-year period. The decrease in gross profit was primarily a result of lower net sales and higher production costs in our poultry and meats business. Gross margin decreased to 14.8% from 18.2% in the prior-year period.

Current wording

Gross profit was $3.8 million for the first quarter of 2026, compared with $6.1 million in the prior-year period. The decrease in gross profit was primarily a result of lower per-unit selling prices in our poultry and meats business. Gross margin decreased to 6.8% from 11.9% 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 September 26, 2025, our principal sources of liquidity were (i) cash generated from operations of our subsidiaries, (ii) our combined $796 million of credit facilities, including $750 million associated with our amended senior unsecured revolving credit facility, with an available capacity of approximately $606 million and (iii) existing cash and cash equivalents of $97.2 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 March 27, 2026, our principal sources of liquidity were (i) cash generated from operations of our subsidiaries, (ii) our combined $796 million of credit facilities, including $750 million associated with our amended senior unsecured revolving credit facility, with an available capacity of approximately $336 million and (iii) existing cash and cash equivalents of $66.3 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

On February 21, 2025, our Board of Directors approved a stock repurchase program ("Stock Repurchase Program") of up to $150 million of our ordinary shares. During the first nine months of 2025, we repurchased 455,364 shares for $14.8 million under the Stock Repurchase Program, of which 201,514 shares for $7.2 million were purchased during the third quarter of 2025. The Stock Repurchase Program has no expiration date and will continue until otherwise modified or terminated by the Company's Board of Directors at any time in its sole discretion.

Current wording

On February 21, 2025, our Board of Directors approved a stock repurchase program ("Stock Repurchase Program") of up to $150 million of our ordinary shares. During the first quarter of 2026, we repurchased 100,000 shares for $4.0 million under the Stock Repurchase Program. As of March 27, 2026, the maximum dollar value of shares yet to be repurchased under the Stock Repurchase Program was $116,156,420. The Stock Repurchase Program has no expiration date and will continue until otherwise modified or terminated by the Company's Board of Directors at any time in its sole discretion.

Previous wording

At September 26, 2025, we had working capital of $609.4 million, compared with $599.8 million at December 27, 2024, an increase of $9.6 million. The increase in working capital was primarily due to higher levels of cash and cash equivalents. Partially offsetting the increase in working capital were lower levels of inventory due to seasonality and higher levels of accounts payable and accrued expenses due to timing of payments near period end.

Current wording

At March 27, 2026, we had working capital of $789.0 million, compared with $611.5 million at December 26, 2025, an increase of $177.5 million. The increase in working capital was primarily due to higher levels of inventory and trade accounts receivable, partially offset by higher levels of accounts payable and accrued expenses. The changes in working capital during the period were primarily due to our March acquisition of select assets of Del Monte Foods which was funded primarily with long-term debt.

Previous wording

Net cash used in investing activities for the nine months ended September 26, 2025 was $34.4 million, compared with net cash provided by investing activities of $1.0 million for the nine months ended September 27, 2024. Net cash used in investing activities for the nine months ended September 26, 2025 primarily consisted of capital expenditures of $35.7 million which mainly included expenditures related to (i) improvements to our banana and pineapple operations in Central America and (ii) investments in our operations and production facilities in North America benefiting both our fresh and value-added products and banana segments, and (iii) improvements to our pineapple operations in Kenya. Net cash used in investing activities for the nine months ended September 26, 2025 also included $11.7 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 for the nine months ended September 26, 2025 were proceeds from the sale of property, plant and equipment of $11.8 million which primarily relate to the sale of a carrier vessel, two idle properties in Chile, and idle land in Guatemala.

Current wording

Net cash used in investing activities for the quarter ended March 27, 2026 was $282.2 million, compared with net cash used in investing activities of $8.8 million for the quarter ended March 28, 2025. Net cash used in investing activities for the quarter ended March 27, 2026 primarily consisted of our acquisition of select assets of Del Monte Foods, net of cash, for $307.7 million, capital expenditures of $14.4 million which mainly included expenditures related to (i) improvements to our banana and pineapple operations in Central America and (ii) improvements to our pineapple operations in Kenya. Net cash used in investing activities for the quarter ended March 27, 2026 also included $2.5 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 for the quarter ended March 27, 2026 were distributions received of $29.6 million due to the liquidation of an unconsolidated investment and proceeds from the distribution and the sale of property, plant and equipment of $12.8 million which primarily relate to the sale of a carrier vessel, two idle properties in Chile, and idle land in Guatemala.

Previous wording

Net cash used in financing activities for the nine months ended September 26, 2025 was $135.3 million, compared with $172.1 million for the nine months ended September 27, 2024. Net cash used in financing activities for the nine months ended September 26, 2025 primarily consisted of net repayments on debt of $71.1 million, dividends paid of $43.1 million and the repurchase and retirement of ordinary shares of $14.8 million as part of our stock repurchase program announced in February 2025.

Current wording

Net cash provided by financing activities for the quarter ended March 27, 2026 was $244.7 million, compared with net cash used in financing activities of $34.5 million for the quarter ended March 28, 2025. Net cash provided by financing activities for the quarter ended March 27, 2026 primarily consisted of net borrowings of debt of $265.0 million partially offset by dividends paid of $14.2 million and the repurchase and retirement of ordinary shares of $4.0 million as part of our previously announced stock repurchase program.

Previous wording

Net cash used in financing activities for the first nine months of 2024 primarily consisted of net repayments on debt of $130.4 million and dividends paid of $35.9 million.

Current wording

Net cash used in financing activities for the quarter ended March 28, 2025 primarily consisted of dividends paid of $14.4 million, net repayments on debt of $11.1 million and the repurchase and retirement of ordinary shares of $7.6 million as part of our stock repurchase program announced in February 2025.

Previous wording

The 2024 Amended Credit Facility contains similar financial covenants to those included within the Second A&R Credit Agreement. Specifically, it requires us to maintain 1) a Consolidated Leverage Ratio of not more than 3.75 to 1.00 at any time during any period of four consecutive fiscal quarters, subject to certain exceptions and 2) minimum Consolidated Interest Coverage Ratio of not less than 2.25 to 1.00 as of the end of any fiscal quarter. Additionally, it requires us to comply with certain other covenants, including limitations on capital investments, the amount of dividends that can be paid in the future, the amounts and types of liens and indebtedness, material asset sales, and mergers. Under the 2024 Amended Credit Facility, we are permitted to declare or pay cash dividends in any fiscal year up to an amount that does not exceed the greater of (i) an amount equal to (1) the greater of (A) 50% of the Consolidated Net Income (as defined in the 2024 Amended Credit Facility) for the immediately preceding fiscal year or (B) $25 million (the "Base Dividend Basket") plus (2) commencing in the fiscal year ending December 26, 2025 any portion of the Base Dividend Basket not used in the immediately preceding fiscal year, or (ii) the greatest amount which would not cause the Consolidated Leverage Ratio (determined on a pro forma basis as of the date of declaration or payment) to exceed 3.50 to 1.00. It also provides an allowance for stock repurchases to be an amount not exceeding the greater of (i) (A) $50,000,000 (the "Base Redemption Basket") plus (B) commencing in the fiscal year ending December 26, 2025, any portion of the Base Redemption Basket not used in the immediately preceding fiscal year or (ii) the greatest amount which would not cause the Consolidated Leverage Ratio (determined on a pro forma basis as of the date of such repurchase) to exceed 3.50 to 1.00. As of September 26, 2025, we were in compliance with all the covenants contained in the 2024 Amended Credit Facility.

Current wording

Additionally, it requires us to comply with certain other covenants, including limitations on capital investments, the amount of dividends that can be paid in the future, the amounts and types of liens and indebtedness, material asset sales, and mergers. Under the 2024 Amended Credit Facility, we are permitted to declare or pay cash dividends in any fiscal year up to an amount that does not exceed the greater of (i) an amount equal to (1) the greater of (A) 50% of the Consolidated Net Income (as defined in the 2024 Amended Credit Facility) for the immediately preceding fiscal year or (B) $25 million (the "Base Dividend Basket") plus (2) commencing in the fiscal year ending December 26, 2025 any portion of the Base Dividend Basket not used in the immediately preceding fiscal year, or (ii) the greatest amount which would not cause the Consolidated Leverage Ratio (determined on a pro forma basis as of the date of declaration or payment) to exceed 3.50 to 1.00. As a result of our March 19, 2026 acquisition of select assets of Del Monte Foods meeting the definition of a Permitted Acquisition as defined in the 2024 Amended Credit Facility, the Consolidated Leverage Ratio required to be maintained was increased to not exceed 4.25 to 1.00 as of the end of the quarter ended March 27, 2026 and will remain at that level for the succeeding three fiscal quarters. It also provides an allowance for stock repurchases to be an amount not exceeding the greater of (i) (A) $50,000,000 (the "Base Redemption Basket") plus (B) commencing in the fiscal year ending December 26, 2025, any portion of the Base Redemption Basket not used in the immediately preceding fiscal year or (ii) the greatest amount which would not cause the Consolidated Leverage Ratio (determined on a pro forma basis as of the date of such repurchase) to exceed 3.50 to 1.00. As of March 27, 2026, we were in compliance with all the covenants contained in the 2024 Amended Credit Facility.

Previous wording

As of September 26, 2025, we had $606.1 million unused borrowing capacity, net of letters of credit and guarantees, primarily under the 2024 Amended Credit Facility.

Current wording

As of March 27, 2026, we had $336.3 million unused borrowing capacity, net of letters of credit and guarantees, primarily under the 2024 Amended Credit Facility.

Previous wording

A discussion of our critical accounting policies and estimates can be found in “Management's Discussion and Analysis of Financial Condition and Results of Operations” included in our Form 10-K for the fiscal year ended December 27, 2024. There were no material changes to these critical accounting policies or estimates during the third quarter of 2025.

Current wording

A discussion of our critical accounting policies and estimates can be found in “Management's Discussion and Analysis of Financial Condition and Results of Operations” included in our Form 10-K for the fiscal year ended December 26, 2025. There were no material changes to these critical accounting policies or estimates during the first quarter of 2026.

Previous wording

Our results of operations and financial condition are exposed to fluctuations in currency exchange rates against the U.S. dollar, 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 expire within one year. The fair value of our foreign currency cash flow hedges was a net liability position of $1.6 million as of September 26, 2025 compared to a net asset position of $0.3 million as of December 27, 2024 due to the relative weakening of exchange rates when compared to contracted rates and additional foreign currency cash flow hedges entered into during the nine months ended September 26, 2025.

Current wording

Our results of operations and financial condition are exposed to fluctuations in currency exchange rates against the U.S. dollar, 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 expire within one year. The fair value of our foreign currency cash flow hedges was a net asset position of $7.9 million as of March 27, 2026 compared to a net liability position of $1.0 million as of December 26, 2025 due to the relative strengthening of exchange rates when compared to contracted rates, primarily related our Euro forward contracts, during the three months ended March 27, 2026.

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. 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 September 26, 2025, $3.2 million remained in accumulated other comprehensive loss related to the terminated interest rate swap, of which $1.4 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 March 27, 2026, $2.4 million remained in accumulated other comprehensive loss related to the terminated interest rate swap, of which $1.1 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$0.2 millionof the net fair value of our cash flow hedges recognized as a net loss in accumulated other comprehensive loss, inclusive of amounts associated with our interest rate swap terminated during the quarter ended June 28, 2024, will be transferred to earnings during the next 12 months, and the remaining net gain of $1.8 million over the following 3 years, 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$9.0 millionof the net fair value of our cash flow hedges recognized as a net gain in accumulated other comprehensive loss, inclusive of amounts associated with our interest rate swap terminated during the quarter ended June 28, 2024, will be transferred to earnings during the next 12 months, and the remaining net gain of $1.3 million over the following 2 years, along with the earnings effect of the related forecasted transactions.

Previous wording

The fair value of the banana reporting unit's goodwill and the prepared food reporting unit's goodwill and remaining trade names and trademarks are sensitive to differences between estimated and actual cash flows and changes in the related discount rate used to evaluate the fair value of these assets. We disclosed the sensitivity related to the banana reporting unit's goodwill and the prepared food reporting unit's goodwill and trade names and trademarks in our Annual Report on Form 10-K for the year ended December 27, 2024. During the quarter ended September 26, 2025, we did not record impairment charges associated with these reporting units or trade names and trademarks, however we continue to monitor their performance.

Current wording

The fair value of the banana reporting unit's goodwill and the prepared food reporting unit's goodwill are sensitive to differences between estimated and actual cash flows and changes in the related discount rate used to evaluate the fair value of these assets. We disclosed the sensitivity related to the banana reporting unit's goodwill and the prepared food reporting unit's goodwill in our Annual Report on Form 10-K for the year ended December 26, 2025. During the quarter ended March 27, 2026, we did not record impairment charges associated with these reporting units, however we continue to monitor their performance.

Previous wording

Potential impairment exists if the fair value of a reporting unit to which goodwill has been allocated is less than the carrying value of the reporting unit. Future changes in the estimates used to conduct our impairment review, including our financial projections and changes in the discount rates used, could cause the analysis to indicate that our goodwill or trade names and trademarks are impaired in subsequent periods and result in a write-off of a portion or all of goodwill or trade names and trademarks. In addition, certain definite-lived assets in the Philippines related to our banana segment are sensitive to changes in estimated cash flows. During the quarter ended September 26, 2025, as a result of our decision to abandon two operations in the Philippines where these assets were located, we recorded impairment charges of $35.7 million.

Current wording

Potential impairment exists if the fair value of a reporting unit to which goodwill has been allocated is less than the carrying value of the reporting unit. Future changes in the estimates used to conduct our impairment review, including our financial projections and changes in the discount rates used, could cause the analysis to indicate that our goodwill are impaired in subsequent periods and result in a write-off of a portion or all of goodwill.

Previous wording

Interim results are subject to significant variations and may not be indicative of the results of operations that may be expected for an entire fiscal year. Due to seasonal sales price fluctuations, we have historically realized a greater portion of our net sales and gross profit during the first two quarters of the year. The sales price of any fresh produce item fluctuates throughout the year due to the supply of and demand for that particular item, as well as the pricing and availability of other fresh produce items, many of which are seasonal in nature. Information about the seasonality of our results is included under the caption “Seasonality” provided in Item 1. Business, of our Annual Report on Form 10-K for the year ended December 27, 2024.

Current wording

Interim results are subject to significant variations and may not be indicative of the results of operations that may be expected for an entire fiscal year. Due to seasonal sales price fluctuations, we have historically realized a greater portion of our net sales and gross profit during the first two quarters of the year. We anticipate the Del Monte Foods acquisition will reduce this seasonality on our financial results, as the businesses we acquired have historically realized a greater portion of its net sales during the last quarter of the year, however we cannot be certain this trend will continue subsequent to our acquisition. The sales price of any fresh produce item fluctuates throughout the year due to the supply of and demand for that particular item, as well as the pricing and availability of other fresh produce items, many of which are seasonal in nature. Information about the seasonality of our results is included under the caption “Seasonality” provided in Item 1. Business, of our Annual Report on Form 10-K for the year ended December 26, 2025.

Previous wording

•our expectations regarding the impact on our business operations of any geopolitical conflicts, including shipping disruptions as a result of the Red Sea conflict;

Current wording

•our expectations regarding the impact on our business operations of any geopolitical conflicts, including shipping disruptions as a result of the United States, Israel, and Iran conflict;