Dole plc

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

NOTE 1 — NATURE OF OPERATIONS

Dole plc is engaged in the worldwide sourcing, processing, distributing and marketing of high-quality fresh fruit and vegetables. Dole is a premier global leader in fresh produce, and the Company’s most significant products hold leading positions in their respective categories and territories. Dole is one of the 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.

Dole conducts operations throughout North America, Latin America, Europe, Asia, the Middle East and Africa (primarily in South Africa). As a result of its global operating and financing activities, Dole is exposed to certain risks, including fluctuations in commodity and fuel costs, interest rates and foreign currency exchange rates, as well as other environmental and business risks in sourcing and selling locations.

NOTE 2 —BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The financial statements herein are prepared in conformity with generally accepted accounting principles in the United States (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. As such, the interim financial statements do not include all information and notes required for annual financial statements. In the opinion of management, the unaudited condensed consolidated financial statements of Dole include all necessary adjustments, which are of a normal recurring nature, to present fairly Dole’s financial position, results of operations and cash flows.

Dole’s unaudited condensed consolidated financial statements include the accounts of majority-owned subsidiaries over which Dole exercises control, entities that are not majority-owned but require consolidation, because Dole has the ability to exercise control over operating and financial policies or has the power to direct the activities that most significantly impact the entities’ economic performance, and all variable interest entities (“VIEs”) for which Dole is the primary beneficiary.

Intercompany accounts and transactions have been eliminated in consolidation. The results of consolidated entities are included from the effective date of control or, in the case of VIEs, from the date that Dole becomes the primary beneficiary. The results of subsidiaries sold or otherwise deconsolidated are excluded from consolidated results as of the date that Dole ceases to control the subsidiary or, in the case of VIEs, when Dole ceases to be the primary beneficiary.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts and disclosures reported in the financial statements and accompanying notes. Estimates and assumptions include, but are not limited to, the areas of customer and grower receivables, inventories, impairment of assets, useful lives of property, plant and equipment, intangible assets, income taxes, retirement benefits, business combinations and divestitures, financial instruments and contingencies. Actual results could differ from these estimates and assumptions.

Interim results are subject to seasonal variations and are not necessarily indicative of the results of operations for a full year. Dole’s operations are sensitive to a number of factors, including weather-related phenomena and its effects on industry volumes, prices, product quality and costs. Operations are also sensitive to fluctuations in foreign currency exchange rates, as well as economic conditions and security risks. The interim unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying notes to the consolidated financial statements in the Company’s Annual Report on Form 10-K.

In the current period, certain balance sheet amounts that were previously reported separately on the condensed consolidated balance sheets have been aggregated. The prior period amounts have been recast to conform to the current period presentation. See Note 10 “Additional Balance Sheet Information” for additional detail.

For further information on management estimates and Dole’s significant accounting policies, refer to the consolidated financial statements and notes thereto included in the Annual Report on Form 10-K. Management believes that there have been no material changes from the significant accounting policies disclosed in the Annual Report on Form 10-K.

NOTE 3 — NEW ACCOUNTING PRONOUNCEMENTS

New Accounting Pronouncements Not Yet Adopted

ASU 2024-03 and ASU 2025-01 – Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Updates (“ASU”) 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which enhances interim and annual disclosure requirements of certain costs and expenses, including the disaggregation of each relevant expense caption of the income statement into certain expense categories, such as purchases of inventory, employee compensation, depreciation, intangible asset amortization, and depreciation, depletion and amortization recognized as part of oil- and gas-producing activities. Additionally, the FASB issued ASU 2025-01 in January 2025 to clarify the effective date. The amendments in this update are effective for annual periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is evaluating the potential impact of the new requirements.

ASU 2025-06 – Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which requires eligible software costs to start being capitalized once management has authorized and committed to funding the software project and it is probable that the project will be completed and the software will be used to perform the function intended. The ASU also supersedes existing website development costs guidance. The amendments in this update are effective for interim and annual periods beginning after December 15, 2027, with early adoption permitted. The Company is evaluating the potential impact of the new requirements.

ASU 2025-09 – Derivatives and Hedging (Topic 815): Hedge Accounting Improvements

In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815): Hedge Accounting Improvements, which clarifies certain hedge accounting guidance and addresses incremental hedge accounting issues resulting from reference rate reform. The amendments in this update address the following hedge accounting issues:

1. Similar risk assessment for cash flow hedges

2. Hedging forecasted interest payments on choose-your-rate debt instruments

3. Cash flow hedges of nonfinancial forecasted transactions

4. Net written options as hedging instruments

5. Foreign-currency-denominated debt instrument as hedging instrument and hedged item (dual hedge)

The amendments in this update should be applied prospectively and are effective for interim and annual periods beginning after December 15, 2026, with early adoption permitted. The Company is evaluating the potential impact of the new requirements.

ASU 2025-10 – Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities

In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities, which defines government grants and establishes recognition, measurement and presentation guidance for government grants received by business entities, including a grant related to an asset and a grant related to income. The amendments in the update require that received government grants should not be recognized until it is probable that a business entity will comply with the conditions of the grant, the grant will be received and the business entity meets the recognition guidance for a grant related to an asset or a grant related to income. The amendments in this update are effective for interim and annual periods beginning after December 15, 2028, with early adoption permitted. The Company is evaluating the potential impact of the new requirements.

ASU 2026-02 – Environmental Credits and Environmental Credit Obligations (Topic 818)

In May 2026, the FASB issued ASU 2026-02, Environmental Credits and Environmental Credit Obligations (Topic 818), which provides recognition, measurement, presentation and disclosure guidance for environmental credits and environmental credit obligations. The amendments in this update should be applied retrospectively and are effective for interim and annual periods beginning after December 15, 2027, with early adoption permitted. The Company is evaluating the potential impact of the new requirements.

NOTE 4 — ACQUISITIONS AND DIVESTITURES

Vegetables Exit Process

On August 5, 2025, the Company completed the sale of its fresh vegetables (“Fresh Vegetables”) division to OG Holdco LLC (the “Vegetables Transaction”). The Vegetables Transaction comprised substantially all of the assets and liabilities of the former Fresh Vegetables reportable segment. As a result of the Company’s exit of the Fresh Vegetables division, its results are reported separately as discontinued operations, net of income taxes, in the condensed consolidated statements of operations for the three and six months ended June 30, 2025. Additionally, its cash flows have been separately stated as discontinued operations in the condensed consolidated statements of cash flows for the six months ended June 30, 2025.

In the six months ended June 30, 2026, the Company received incremental cash inflows from the Vegetables Transaction of $3.3 million related to amounts released from escrow, which are included within continuing operations proceeds from the sale of businesses in the condensed consolidated statements of cash flows.

In the three and six months ended June 30, 2025, an after-tax loss was recorded to adjust the carrying amount of the Fresh Vegetables division to estimated fair value, less costs to sell. The after-tax impact of this loss in the three and six months ended June 30, 2025 was $37.8 million (gross loss of $50.7 million net of a deferred tax credit of $12.9 million) and $45.3 million (gross loss of $60.9 million net of a deferred tax credit of $15.5 million), respectively.

Dole does not anticipate having significant continuing involvement with the Fresh Vegetables division with the exception of limited transition services arrangements that have not been and are not expected to be material to Dole’s continuing operations. Any subsequent transactions with OG Holdco LLC will be at arms-length terms.

The following table present the results of the Fresh Vegetables division as reported in loss from discontinued operations, net of income taxes, in the condensed consolidated statements of operations.

1 Net interest income presented within discontinued operations is net of interest expense.

On December 13, 2025, certain subsidiaries of the Company entered into a series of sale and purchase agreements (collectively referred to herein as the “Port Sale Transaction”), whereby the Company would: 1) purchase the remaining interests of Cookstown Financial, Limited, a non-wholly owned subsidiary of the Company (“Cookstown”) (referred to herein as the “Pre-Closing Ownership Restructuring”); and 2) subsequent to the Pre-Closing Ownership Restructuring, sell 100% of the membership interests in Cookstown and Naportec S.A. (“Naportec”), collectively representing the Company’s port properties and associated operations in Guayaquil, Ecuador (the “Ecuadorian Port Business”), to Terminal Investment Limited Holding S.A. (the “Port Buyer”) (referred to herein as the “Port Disposal”).

In April of 2026, the Company received regulatory approval under the laws of Ecuador for the Port Sale Transaction. The sale and purchase agreements for the Port Sale Transaction contain customary representations, warranties, covenants and indemnification provisions.

The Company determined that the multiple sale and purchase agreements of the Port Sale Transaction should be treated as a single transaction based on the terms and conditions of the arrangements. In May of 2026, the Company completed the Pre-Closing Ownership Restructuring and paid cash of $51.2 million and derecognized noncontrolling interests of $4.4 million. The difference between the cash paid and the derecognized noncontrolling interests was treated as an equity transaction in the condensed consolidated statements of stockholders’ equity in accordance with Accounting Standards Codification (“ASC”) 810, Consolidation, and will reverse from equity upon the completion of the Port Sale Transaction as a result of the Company’s conclusion that the multiple arrangements should be treated as a single transaction.

On July 1, 2026, the Company completed the Port Disposal, thereby completing the Port Sale Transaction. Cash proceeds received for the Port Disposal were approximately $180.0 million, after customary transaction adjustments. Accounting for the effects of the Pre-Closing Ownership Restructuring and net of cash transferred, transaction costs, customary transaction completion adjustments, cash taxes and other adjustments, total cumulative net cash proceeds of the Port Sale Transaction are expected to be approximately $95.0 million. See Note 20 “Subsequent Events”.

The Company will continue to utilize the Ecuadorian Port Business after closing pursuant to an agreement with the Port Buyer to provide terminal services on arm’s length terms, including the loading and discharging of containers. The Company is expected to incur capital expenditure of approximately $10.0 million to upgrade an adjacent facility as part of this agreement.

The assets and liabilities of the Ecuadorian Port Business (“Port disposal group”) have been reclassified into held for sale as of June 30, 2026 and December 31, 2025. See Note 11 “Assets Held for Sale and Actively Marketed Property” for additional detail.

Other Acquisitions and Divestitures

The Company normally engages in acquisitions to grow its business and product offerings and in divestitures to align with Dole’s long-term strategy. Acquisitions and divestitures of subsidiaries in the three and six months ended June 30, 2026 and June 30, 2025 were not material. Changes to goodwill were primarily driven by foreign currency translation in the six months ended June 30, 2026.

See Note 20 “Subsequent Events” for additional detail.

NOTE 5 —REVENUE

Revenue consists primarily of product revenue, which includes the selling of fresh produce, health foods and consumer goods to third-party customers. Fresh produce comprisestwo main product categories, tropical fruit and diversified produce. Tropical fruit primarily consists of bananas, pineapples and plantains, and diversified produce primarily consists of all other fruit, vegetables and other produce. Product revenue also includes surcharges for additional product services such as freight, cooling, warehousing, fuel, containerization, handling and palletization related to the transfer of products.

Revenue also includes service revenue, which includes third-party freight services and royalties for the use of the Company’s brands and trademarks. Additionally, the Company maintains a commercial cargo business where revenue is earned by providing handling and transportation services of containerized cargo on the Company’s vessels. Net service revenues were less than 10% of total revenue for the three and six months ended June 30, 2026 and June 30, 2025.

The following table presents the Company's disaggregated revenue by similar types of products and services for the three and six months ended June 30, 2026 and June 30, 2025:

The following table presents the Company's disaggregated revenue by channel for the three and six months ended June 30, 2026 and June 30, 2025:

1 In the current period, certain logistics revenue previously reported in the “Diversified produce” category are presented in the “Other” category to better represent the nature of this revenue, and the prior period amounts have been recast to conform to the current period presentation.

2 In the current period, certain logistics revenue previously reported in the “Retail” and “Wholesale” categories are presented in the “Other” category to better represent the nature of this revenue, and the prior period amounts have been recast to conform to the current period presentation.

NOTE 6 —SEGMENTS

Dole has the following three reportable segm ents, which align with the manner in which the business is managed: Fresh Fruit, Diversified Fresh Produce– Europe, the Middle East and Africa (“Diversified Fresh Produce– EMEA”) and Diversified Fresh Produce– Americas and the Rest of World (“Diversified Fresh Produce–Americas & ROW”). The Company’s reportable segments are based on (i) financial information reviewed by the Chief Operating Decision Maker (“CODM”), defined as the Chief Executive Officer (“CEO”) and Chief Operating Officer (“COO”), (ii) internal management and related reporting structures and (iii) the basis upon which the CODM assesses performance and allocates resources.

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, United Kingdom (“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 United States (“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.

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. The CODM uses Revenue and Adjusted EBITDA in assessing the performance of each segment. Revenue and Adjusted EBITDA are used to monitor budget versus actual operating results to evaluate the performance of a segment, make decisions on capital and operating funding, consider opportunities to increase profitability and establish management’s compensation. Management does not use assets by segment to evaluate performance or allocate resources. Therefore, assets by segment are not disclosed.

All transactions between reportable segments are eliminated in consolidation.

Adjusted EBITDA is reconciled below to net income by (1) adding the income or subtracting the loss from discontinued operations, net of income taxes; (2) subtracting the income tax expense or adding the income tax benefit; (3) subtracting interest expense; (4) subtracting depreciation charges; (5) subtracting amortization charges on intangible assets; (6) subtracting mark to market losses or adding 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 three and six months ended June 30, 2026 and June 30, 2025, included adding the gain or subtracting the loss on the disposal of business interests, adding the gain or subtracting the loss on asset sales for assets held for sale and actively marketed property or sales-type leases, subtracting impairment charges or held‑for‑sale losses on property, plant and equipment and lease assets, adding or subtracting asset write-downs from extraordinary events, net of insurance proceeds, adding interest income on deferred transaction consideration, subtracting acquisition and transaction costs, subtracting restructuring charges and costs for legal matters not in the normal course of business and subtracting debt refinancing expenses; and (8) the Company’s share of these items from equity method investments.

The following tables provide revenue, other segment items and Adjusted EBITDA by reportable segment:

1 The difference between Segment Revenue and Segment Adjusted EBITDA is other segment items for each segment. Other segment items for each segment include the following: 1) cost of sales, inclusive of intersegment amounts and exclusive of depreciation and mark-to-market activity as defined above; 2) selling, marketing, general and administrative expenses, exclusive of depreciation, amortization, and restructuring and legal costs not in the normal course of business; 3) gain on asset sales for disposals of property, plant and equipment that do not qualify as assets held for sale or actively marketed property or sales-type leases; 4) impairment and asset write-downs of property, plant and equipment and lease assets that are not extraordinary in nature; 5) other income (expense), net, exclusive of acquisition and transaction costs and mark-to-market activity as defined above; 6) interest income, exclusive of interest income on deferred transaction consideration; 7) corporate-allocated costs; and 8) equity method earnings, exclusive of the Company’s share of depreciation, amortization, income taxes, interest, disposal of business interests and other items. Other segment items are not regularly provided to and not regularly reviewed by the CODM. The CODM uses budgeted, forecasted and consolidated expense information when reviewing performance. In the three months ended June 30, 2026 and June 30, 2025, Fresh Fruit other segment items were $922.6 million and $899.8 million, respectively. In the three months ended June 30, 2026 and June 30, 2025, Diversified Fresh Produce – EMEA other segment items were $1.1 billion and $1.1 billion, respectively. In the three months ended June 30, 2026 and June 30, 2025, Diversified Fresh Produce – Americas & ROW other segment items were $419.5 million and $371.0 million, respectively. In the six months ended June 30, 2026 and June 30, 2025, Fresh Fruit other segment items were $1.8 billion and $1.7 billion, respectively. In the six months ended June 30, 2026 and June 30, 2025, Diversified Fresh Produce – EMEA other segment items were $2.1 billion and $1.9 billion, respectively. In the six months ended June 30, 2026 and June 30, 2025, Diversified Fresh Produce – Americas & ROW other segment items were $821.8 million and $720.6 million, respectively.

NOTE 7 —OTHER INCOME (EXPENSE), NET

Included in other income (expense), net, in Dole’s condensed consolidated statements of operations were the following items:

NOTE 8 —RECEIVABLES AND ALLOWANCES FOR CREDIT LOSSES

Trade Receivables

Trade receivables as of June 30, 2026 and December 31, 2025 were $659.4 million and $539.8 million, net of allowances for credit losses of $18.0 million and $20.6 million, respectively. Trade receivables are also recorded net of allowances for sales deductions under the scope of ASC 606, Revenue from Contracts with Customers.

As a result of Dole’s robust credit monitoring practices, the industry in which it operates and the nature of its customer base, the credit losses associated with trade receivables have historically not been significant in comparison to net revenue and gross trade receivables. The allowance for credit losses on trade receivables is measured on a collective pool basis, when the Company believes similar risk characteristics exist among customers. Trade receivables that do not share similar risk characteristics are evaluated on a case-by-case basis. Dole estimates expected credit losses based on ongoing monitoring of customer credit, macroeconomic indicators and historical credit losses based on customer and geographic region.

A rollforward of the allowance for credit losses for trade receivables was as follows:

Dole utilizes third-party trade receivables sales arrangements to help manage its liquidity. Certain arrangements contain recourse provisions in which Dole’s maximum financial loss is limited to a percentage of receivables sold under the arrangements. Dole derecognizes all sold receivables from the condensed consolidated balance sheets, as it accounts for the transfers as sales under ASC 860, Transfers and Servicing.

As of June 30, 2026, the Company had derecognized trade receivables under non-recourse facilities and facilities with recourse provisions of $26.6 million and $255.0 million, respectively. As of December 31, 2025, the Company had derecognized trade receivables under non-recourse facilities and facilities with recourse provisions of $24.2 million and $222.9 million, respectively. The fees associated with the sale of such receivables are recorded in interest expense in the condensed consolidated statements of operations. The Company continues to service sold receivables, and the fair value of any resulting servicing liability is immaterial.

Grower Advances

Dole makes cash advances and materials advances to third-party growers for various production needs, including labor, fertilization, irrigation, pruning and harvesting costs, and additionally incurs other supply chain costs on behalf of third-party growers that are recorded as grower advance receivables. Some of these advances are secured by collateral owned by the growers.

Grower advances are categorized as either working capital advances or term advances. Working capital advances are made to the growers during a normal seasonal growing cycle to support operational working capital needs. These advances are short-term in nature and are intended to be repaid with excess cash proceeds from the current crop harvest. Short-term grower loans and advances, whether secured or unsecured, are classified as receivables, net, in the condensed consolidated balance sheets.

Term advances are made to support longer-term grower investments. These advances are long-term in nature, are typically secured by long-term grower assets and usually involve a long-term supply agreement for the marketing of fruit. These advances typically have structured repayment terms which are payable over the term of the advance or supply agreement with excess cash proceeds from the crop harvest, after payment of any outstanding working capital advances. The term of supply agreements and term advances is generallyone toten years. The current portion of term advances is classified as receivables, net, and the non-current portion of term advances is classified as other assets in the condensed consolidated balance sheets.

Both working capital advances and term advances may bear interest. Accrued interest on these arrangements has not historically been significant to the financial statements.

The following table summarizes growers advances as of June 30, 2026 and December 31, 2025 based on whether the advances are secured or unsecured:

Of the $158.1 million and $159.7 million net advances to growers and suppliers as of June 30, 2026 and December 31, 2025, respectively, $6.2 million and $9.3 million were considered past due.

Dole monitors these receivables on a regular basis and estimates expected credit losses for all outstanding grower advances to determine if a related impairment loss and allowance should be recognized. These expected credit losses are evaluated on a case-by-case basis and are based on factors such as historical credit loss information, the timing of the growing season and expected yields, the fair value of the collateral, macroeconomic indicators, weather conditions, and other miscellaneous factors. Grower advances are stated at the gross advance amount less allowances for expected credit losses. Dole generally considers an advance to a grower to be past due when the advance is not fully recovered by the excess cash proceeds on the current year crop harvest or when the advance is not repaid by the excess cash proceeds by the end of the supply term agreement.

A rollforward of the allowance for expected credit losses related to grower loans and advances was as follows:

Other Receivables

Other receivables, net, are recognized at net realizable value, which reflects the net amount expected to be collected. Current and non-current balances of other receivables are included in receivables, net, and other assets, respectively, in the condensed consolidated balance sheets. Other receivables primarily comprise value-added taxes (“VAT”) receivables, other receivables from government and tax authorities and non-trade receivables from customers, suppliers and other third parties. Based on the nature of these agreements, the timing of collection is dependent on many factors, including government legislation and the timing of settlement of the contract or arrangement.

Total other receivables as of June 30, 2026 and December 31, 2025 were $151.3 million and $143.9 million, net of allowances for credit losses of $21.8 million and $21.7 million, respectively. Of these amounts outstanding, VAT receivables represent $42.0 million and $44.3 million, respectively, net of allowances of $11.9 million and $13.8 million, respectively. VAT receivables are primarily related to purchases by production units and are refunded by certain taxing authorities. As of June 30, 2026 and December 31, 2025, the allowance related to non-trade receivables from customers, suppliers and other third parties was not significant.

NOTE 9 —INCOME TAXES

Dole recorded income tax expense of $14.8 million on $40.9 million of income from continuing operations before income taxes and equity earnings for the three months ended June 30, 2026 and income tax expense of $36.8 million on $99.0 million of income from continuing operations before income taxes and equity earnings for the six months ended June 30, 2026. Dole recorded income tax expense of $25.5 million on $69.9 million of income from continuing operations before income taxes and equity earnings for the three months ended June 30, 2025 and income tax expense of $43.1 million on $123.4 million of income from continuing operations before income taxes and equity earnings for the six months ended June 30, 2025. Dole’s effective tax rate varies significantly from period to period due to the level, mix and seasonality of earnings generated in Ireland and its various foreign jurisdictions, including the U.S. For the three and six months ended June 30, 2026, the Company’s income tax expense differed from the Irish statutory rate of 12.5% primarily due to U.S. net CFC tested income (“NCTI”) provisions under Section 951A of the Internal Revenue Code, U.S. Subpart F income inclusion, an increase in liabilities for uncertain tax positions, a net increase in valuation allowances, the impacts of Ireland passing a tax bill in 2023 that implements Pillar Two of the Organization for Economic Co-operation and Development (“Pillar Two”) and operations in foreign jurisdictions that are taxed at different rates than the Irish statutory tax rate. For the three and six months ended June 30, 2025, 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 Jobs Act (“Tax Act”), U.S. Subpart F income inclusion, a decrease in liabilities for uncertain tax positions, the impacts of Pillar Two and operations in foreign jurisdictions that are taxed at different rates than the Irish statutory tax rate.

Dole is required to adjust its effective tax rate for each quarter to be consistent with the estimated annual effective tax rate. Jurisdictions with a projected loss where no tax benefit can be recognized are excluded from the calculation of the estimated annual effective tax rate, which could result in a higher or lower effective tax rate during a particular quarter based upon the mix and timing of actual earnings compared to annual projections.

The Company’s net deferred tax asset is primarily related to acquired intangible assets and fair value adjustments resulting from the merger of Total Produce plc and DFC Holdings, LLC (referred herein as 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.

The Company is required to recognize the financial statement effects of a tax position when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. As a result, Dole has recorded a reserve against tax benefits that do not meet the more likely than not threshold to sustain the tax position.

One of Dole'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. A court-ordered stay of enforcement of payment has been granted, subject to the provision of a guarantee. 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.

Dole plc and one or more of its subsidiaries files income tax returns in Ireland, the U.S. (both at the federal level and in various state jurisdictions), Canada and jurisdictions in Latin America and Europe. With few exceptions, Dole is no longer subject to income tax examinations by tax authorities for years prior to 2015.

On July 4, 2025, the U.S. One Big Beautiful Bill Act (“OBBBA”) was enacted. The effective dates of the provisions of the OBBBA are between 2025 and 2027. The impacts to Dole’s results of operations, financial position and cash flows were not material for the three and six months ended June 30, 2026. The Company will continue to evaluate the full impact of these legislative changes as additional guidance becomes available.

NOTE 10 —ADDITIONAL BALANCE SHEET INFORMATION

Inventory

Inventories are valued at the lower of cost or net realizable value. Costs related to fresh produce are determined on the first-in, first-out basis. Specific identification and average cost methods are also used, primarily for certain packing materials and operating supplies. In the normal course of business, the Company incurs certain crop growing costs such as land preparation, planting, fertilization, grafting, pruning and irrigation. Based on the nature of these costs and type of crop production, these costs may be capitalized into inventory. Generally, all recurring direct and indirect costs of growing crops for fresh produce other than bananas and pineapples are capitalized into inventory. These costs are recognized into cost of sales during each harvest period.

Details of inventory, net of allowances, in the condensed consolidated balance sheets as of June 30, 2026 and December 31, 2025 were as follows:

Due to the nature of the Company’s inventory, allowances for excess production and obsolescence have not historically been significant.

Receivables, net

In the current period, "trade receivables, net", "grower advance receivables, net" and "other receivables, net" that were previously reported separately on the condensed consolidated balance sheets have been aggregated into "receivables, net". The prior period amounts have been recast to conform to the current year presentation. Included in receivables, net in Dole's condensed consolidated balance sheets are the following items:

Prepaid Expenses and Other Current Assets

In the current period, "prepaid expenses", "short-term investments" and "other current assets" that were previously reported separately on the condensed consolidated balance sheets have been aggregated into "prepaid expenses and other current assets". The prior period amounts have been recast to conform to the current year presentation. Included in prepaid expenses and other current assets in Dole's condensed consolidated balance sheets are the following items:

Other Assets

In the current period, "long-term investments" and "other assets" that were previously reported separately on the condensed consolidated balance sheets have been aggregated into "other assets". The prior period amounts have been recast to conform to the current year presentation. Included in other assets in Dole's condensed consolidated balance sheets are the following items:

Accrued Liabilities

In the current period, "accrued liabilities", "payroll and other tax" and "pension and postretirement benefits" that were previously reported separately on the condensed consolidated balance sheets have been aggregated into "accrued liabilities". The prior period amounts have been recast to conform to the current year presentation. Included in accrued liabilities in Dole's condensed consolidated balance sheets are the following items:

Bank overdrafts and current portion of long-term debt, net

In the current period, "bank overdrafts" and "current portion of long-term debt, net" that were previously reported separately on the condensed consolidated balance sheets have been aggregated into "bank overdrafts and current portion of long-term debt, net". The prior period amounts have been recast to conform to the current year presentation. Included in bank overdrafts and current portion of long-term debt, net in Dole's condensed consolidated balance sheets are the following items:

Other Current Liabilities

In the current period, "income taxes payable","contingent consideration" and "dividends payable and other current liabilities" that were previously reported separately on the condensed consolidated balance sheets have been aggregated into "other current liabilities". The prior period amounts have been recast to conform to the current year presentation. Included in other current liabilities in Dole's condensed consolidated balance sheets are the following items:

Other Long-Term Liabilities

In the current period, "pension and other postretirement benefits, less current portion", "contingent consideration, less current portion" and "other long-term liabilities" that were previously reported separately on the condensed consolidated balance sheets have been aggregated into "other long-term liabilities". The prior period amounts have been recast to conform to the current year presentation. Included in other long-term liabilities in Dole's condensed consolidated balance sheets are the following items:

NOTE 11 —ASSETS HELD FOR SALE AND ACTIVELY MARKETED PROPERTY

Dole continuously reviews its assets and businesses in order to identify those that do not meet Dole’s future strategic direction or internal economic return criteria. As a result of this review, Dole has identified and is in the process of selling certain assets and businesses which are classified as either held for sale or actively marketed property. The assets and businesses that have been identified are available for sale in their present condition and an active program is underway to sell them. For items classified as held for sale, their sale is anticipated to occur during the ensuing year, while the timing of the sale of property specifically classified as actively marketed (generally land) is uncertain.

On December 13, 2025, the Company entered into the Port Sale Transaction and committed to a plan to sell the Port disposal group, which is included in the Fresh Fruit reportable segment. As a result, the related assets and liabilities met the criteria for classification as held for sale as of June 30, 2026 and December 31, 2025. See Note 4 “Acquisitions and Divestitures” for additional detail.

Upon classification as held for sale, the Port disposal group was measured at the lower of carrying value and fair value, less cost to sell. As of June 30, 2026, assets and liabilities held for sale related to the Port disposal group were $77.7 million and $22.2 million, respectively. As of December 31, 2025, assets and liabilities held for sale related to the Port disposal group were $74.1 million and $14.0 million, respectively.

On July 1, 2026, the Company completed the Port Disposal, thereby completing the Port Sale Transaction. Refer to Note 20 “Subsequent Events” for additional detail.

Other Assets held for sale

During the six months ended June 30, 2026, Dole approved and committed to sell land in the Diversified Fresh Produce– EMEA reportable segment and transferred the related asset with a net book value of $5.7 million to assets held for sale. During the six months ended June 30, 2026, Dole sold buildings in the Diversified Fresh Produce – EMEA segment and land in the Diversified Fresh Produce – Americas & ROW segment with a net book value of $0.9 million, in the aggregate, at a total net gain of $0.1 million.

During the six months ended June 30, 2025 Dole sold machinery and equipment in the Diversified Fresh Produce – Americas & ROW segment with a net book value of $0.6 million at a total gain of $0.4 million.

A rollforward of assets held for sale for the six months ended June 30, 2026 was as follows:

The major classes of assets related to the Port disposal group included in assets held for sale in the condensed consolidated balance sheets as of June 30, 2026 and December 31, 2025 were as follows:

As of June 30, 2026 and December 31, 2025, the remainder of other assets held for sale is comprised entirely of property, plant and equipment, net.

Liabilities held for sale

As of June 30, 2026 and December 31, 2025, total liabilities held for sale were $22.2 million and $14.0 million, respectively. A rollforward of liabilities held for sale for the six months ended June 30, 2026 in the condensed consolidated balance sheets was as follows:

The major classes of liabilities related to the Port disposal group included in liabilities held for sale in the condensed consolidated balance sheets as of June 30, 2026 and December 31, 2025 were as follows:

There were no other liabilities held for sale.

Actively marketed property

As of June 30, 2026 and December 31, 2025, actively marketed property was $48.2 million and $53.2 million, respectively, and consisted entirely of land in Hawaii in the Fresh Fruit reportable segment. During the three and six months ended June 30, 2026, Dole sold actively marketed Hawaii land with a net book value of $5.0 million at a total loss of $0.1 million.

In the six months ended June 30, 2025, Dole sold actively marketed Hawaii land, as well as rights to wells and an easement, with a net book value of $0.4 million, at a total gain of $7.0 million.

A rollforward of actively marketed property for the six months ended June 30, 2026 in the consolidated balance sheets was as follows:

NOTE 12 —DEBT

Short-term borrowings, bank overdrafts and long-term debt consisted of the following:

Term Loan and Corporate Revolving Credit Facilities

On May 1, 2025, the Company entered into the Amended and Restated Credit Agreement, which includes: 1) a multicurrency five-year senior secured revolving credit facility (the “Corporate Revolving Credit Facility”) that provides for borrowings up to $600.0 million; 2) a five-year U.S. dollar senior secured term loan A facility (“Term Loan A”) of $250.0 million; and 3) a seven-year U.S. dollar senior secured Farm Credit term loan facility (“Farm Credit Term Loan”) of $350.0 million (collectively, the “Senior Secured Facilities”). The proceeds of the Corporate Revolving Credit Facility and Term Loan A and Farm Credit facilities (“Term Loan 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”).

The Corporate Revolving Credit Facility and Term Loan A have expiration dates of May 1, 2030. The Farm Credit Term Loan has an expiration date of May 1, 2032. Principal payments of the Term Loan A and Farm Credit Term Loan are due quarterly based on the aggregate principal amount as of the closing date of the Amended and Restated Credit Agreement, adjusted for principal repayments, multiplied by 0.625% and 0.25%, respectively, until maturity.

Interest under the Corporate Revolving Credit Facility and Term Loan A is payable, at the option of Dole, either at (i) SOFR, or the respective benchmark rate depending on the currency of the loan, plus 1.00% to 2.25%, with a benchmark floor of 0.00% or (ii) a base rate plus 0.00% to 1.25%, in each case, to be determined based on the Company’s total net leverage ratio. Interest under the Farm Credit Term Loan is payable at SOFR plus 1.75% to 2.75%, to be determined based on the Company’s total net leverage ratio. As discussed in Note 14 “Derivative Financial Instruments”, the Company enters into interest rate swap arrangements to fix a portion of the Credit Agreement’s variable rate debt to fixed rate debt.

As of June 30, 2026, amounts outstanding under the Term Loan facilities were $590.3 million, in the aggregate, and borrowings under the Corporate Revolving Credit Facility were $267.2 million. After taking into account approximately $16.4 million of related outstanding letters of credit, Dole had $316.4 million available for cash borrowings under the Corporate Revolving Credit Facility as of June 30, 2026. As of December 31, 2025, amounts outstanding under the Term Loan Facilities were $595.1 million, in the aggregate, and borrowings under the Corporate Revolving Credit Facility were $67.8 million. After taking into account approximately $4.4 million of related outstanding letters of credit, Dole had $527.8 million available for cash borrowings under the Corporate Revolving Credit Facility as of December 31, 2025.

Borrowings under the Credit Agreement are secured bysubstantially all of the Company’s material U.S. assets of wholly owned subsidiaries, certain European assets and by the equity interests of substantially all Dole subsidiaries located in the U.S. and certain subsidiaries located in Europe.

Lines of Credit

In addition to amounts available under the Corporate Revolving Credit Facility, Dole’s subsidiaries have lines of credit and overdraft facilities of approximately $322.2 million at various local banks, of which $233.6 million was available for use as of June 30, 2026. As of December 31, 2025, there were lines of credit of $313.0 million, of which $243.8 million was available for use. These lines of credit are used primarily for short-term borrowings or bank guarantees. The majority of Dole’s lines of credit and overdraft facilities extend indefinitely but may be cancelled at any time by Dole or the banks, and if cancelled, any outstanding amounts would be due on demand.

Vessel Financing Loans

During the six months ended June 30, 2026, the Company voluntarily prepaid the remaining principal balance of the vessel financing loans, amounting to $44.7 million.

NOTE 13 — EMPLOYEE BENEFIT PLANS

Components of Net Periodic Benefit Cost (Income)

The components of net periodic benefit cost (income) for Dole’s U.S. and international pension plans and other postretirement benefit (“OPRB”) plans were as follows:

The Company classifies the non-service components of net periodic pension cost (income) within other income (expense), net, in the condensed consolidated statements of operations. Non-service components include interest costs, expected return on plan assets, amortization of net (gain) loss and prior service benefit and other curtailment, settlement or termination costs.

NOTE 14 —DERIVATIVE FINANCIAL INSTRUMENTS

Dole is exposed to foreign currency exchange rate fluctuations, bunker fuel price fluctuations and interest rate changes in the normal course of its business. As part of its risk management strategy, Dole uses derivative instruments to hedge some of these exposures. Dole’s objective is to offset gains and losses resulting from these exposures with losses and gains from the derivative contracts used to hedge them, thereby reducing the volatility of earnings. Dole does not hold or issue derivative financial instruments for trading or speculative purposes. The types of derivative instruments utilized by Dole are described below:

Foreign currency hedges: Dole enters into foreign currency exchange forward and option contracts to hedge exposure to changes in certain foreign currency exchange rates. Dole enters into fair value hedges to hedge foreign currency exposure of non-functional currency assets and liabilities and cash flow hedges to hedge foreign currency exposure of forecasted revenue, cost of sales and operating expenses.

Interest rate swaps: Dole enters into interest rate swaps to mitigate a significant portion of the interest rate risk associated with its variable-rate debt.

The interest rate swaps pay a fixed rate of interest at rates between 0.77% and 3.31%, with the receiving rates variable based on SOFR, which was 3.65% as of June 30, 2026. All interest rate swap arrangements are classified within the condensed consolidated balance sheets based on ultimate maturity date of the arrangement. Refer to Note 12 “Debt” for further information on Company’s variable rate debt.

As a result of the Refinancing described in Note 12 “Debt”, there was a de-designation of certain interest rate swaps in which the forecasted interest payments are no longer probable.

Bunker fuel contracts: Dole incurs significant fuel costs from shipping products from sourcing locations to end customer markets. As a result, Dole is exposed to commodity and fuel cost risks and enters into bunker fuel contracts from time to time to hedge the risk of unfavorable fuel prices.

Hedge Accounting Election

The Company performs an analysis of the hedging portfolio at inception and on a quarterly basis. The Company uses the following criteria in evaluating derivative instruments for hedge accounting:

1. Hedged risk is eligible

2. Hedged item or transaction is eligible

3. Hedging instrument is eligible

4. Hedging relationship is highly effective

5. Designation and documentation requirements are met

Dole designates certain interest rate swaps and certain foreign currency cash flow hedges for hedge accounting and records the changes in the fair value of these instruments in accumulated other comprehensive loss. The changes in the fair value of foreign currency fair value hedges, non-designated interest rate swaps, non-designated cash flow hedges and bunker fuel hedges are recorded in earnings.

Notional Amounts of Derivative Instruments

Dole had the following derivative instruments outstanding as of June 30, 2026:

Quantitative Disclosures

Derivatives are presented gross in the condensed consolidated balance sheets. The following table presents the balance sheet location and fair value of the derivative instruments by type:

Refer to Note 15 “Fair Value Measurements” for presentation of fair value instruments within the condensed consolidated balance sheets, which includes derivative financial instruments.

The following tables represent all of Dole’s realized and unrealized derivative gains (losses) and respective location in the financial statements for the three and six months ended June 30, 2026 and June 30, 2025:

As of June 30, 2026, the Company expects approximately $11.4 million of net deferred gains from derivative instruments to be reclassified from accumulated other comprehensive loss into earnings over the next 12 months. Of the $11.4 million of net deferred gains, $3.2 million relates to deferred gains on interest rate swap contracts and is expected to offset future interest expense on the Senior Secured Facilities, and $8.2 million relates to net deferred gains on cash flow hedges and is expected to offset future operational net losses on foreign currency exchange rates. Refer to Note 17 “Stockholders’ Equity” for details on reclassifications out of accumulated other comprehensive loss for the three and six months ended June 30, 2026 and June 30, 2025.

NOTE 15 —FAIR VALUE MEASUREMENTS

The inputs used to measure fair value are based on a hierarchy that prioritizes observable and unobservable inputs used in valuation techniques. These levels, in order of highest to lowest priority, are described below:

Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities.

Level 2: Observable prices that are based on inputs not quoted on active markets but corroborated by market data.

Level 3: Unobservable inputs that are not corroborated by market data.

Fair Value of Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following tables present the fair values of the Company’s assets and liabilities that are remeasured at fair value as of June 30, 2026 and December 31, 2025.

The assets and liabilities that are required to be recorded at fair value on a recurring basis are derivative instruments, contingent consideration and Rabbi Trust investments. The fair values of the Company’s derivative instruments are determined using Level 2 inputs, which are defined as “observable prices that are based on inputs not quoted on active markets but corroborated by market data.” The fair values of the foreign currency forward contracts, the interest rate swaps and bunker fuel hedges were estimated using internal discounted cash flow calculations based upon forward foreign currency exchange rates, bunker fuel futures, interest rate yield curves or quotes obtained from brokers for contracts with similar terms, less any credit valuation adjustments based on Dole’s own credit risk and any counterparties' credit risk.

Dole sponsors a non-qualified deferred compensation plan and a frozen non-qualified supplemental defined benefit plan for executives. The plans are funded through investments in Rabbi Trusts. Securities are recorded at fair value with realized and unrealized holding gains or losses included in earnings. As of June 30, 2026, securities totaled $19.9 million, of which $6.8 million was classified as short-term and included in prepaid expenses and other current assets in the condensed consolidated balance sheets, and $13.1 million was classified as long-term and included in other assets in the condensed consolidated balance sheets. As of December 31, 2025, securities totaled $20.2 million, of which $6.4 million was classified as short-term and $13.8 million was classified as long-term. Dole estimates the fair value of its Rabbi Trust investments using prices provided by its custodian, which are based on various third-party pricing services or valuation models developed by the underlying fund managers. The Rabbi Trust investments are held by the custodian in various Master Trust Units (“MTUs”), where the fair value is derived from the individual investment components. Each investment within the MTU is individually valued, after considering gains, losses, contributions and distributions, and the collective value of the MTU represents the total fair value. Dole has evaluated the methodologies used by the custodian to develop the estimate of fair value and assessed whether such valuations are representative of fair value, including net asset value. Dole has determined the valuations to be Level 3 inputs, because they are based upon significant unobservable inputs.

The table below sets forth a summary of changes in the fair value of the Level 3 Rabbi Trust investments for the six months ended June 30, 2026:

*Net amount comprised of a realized gain of $0.9 million and an unrealized loss of $0.2 million, recorded in other income (expense), net, in the condensed consolidated statements of operations.

The carrying value of contingent consideration in the condensed consolidated balance sheets approximates fair value based on the present value of the expected payments, discounted using a risk-adjusted rate. The expected payments are determined by forecasting the acquiree's earnings over the applicable period. Remeasurement gains and losses are recognized in other income (expense), net, in the condensed consolidated statement of operations. Dole has determined the valuations use Level 3 inputs, because they are based upon significant unobservable inputs.

The table below sets forth a summary of changes in the fair value of the Level 3 contingent consideration for the six months ended June 30, 2026:

Fair Value of Financial Instruments

In estimating the Company’s fair value disclosures for financial instruments, Dole used the following methods and assumptions:

Cash and cash equivalents: These items have carrying values reported in the condensed consolidated balance sheets that approximate fair value due to their liquid nature, and they are classified as Level 1.

Short-term trade and grower receivables: These items have carrying values reported in the condensed consolidated balance sheets that are net of allowances and approximate fair value, and they are classified as Level 2.

Trade payables: These items have carrying values reported in the condensed consolidated balance sheets that approximate fair value, and they are classified as Level 2.

Notes receivable and notes payable: These items have carrying values reported in the condensed consolidated balance sheets that approximate fair value, and they are classified as Level 2.

Long-term grower receivables: These items have carrying values reported in the condensed consolidated balance sheets that are net of allowances and approximate fair value, and they are classified as Level 2.

Vegetables Transaction non-cash consideration: The non-cash consideration associated with the Vegetables Transaction includes a noncontingent seller note (“seller note”) and a potential earn-out payment. The carrying values are reported within other assetsin the condensed consolidated balance sheets, which approximate fair value, and they are classified as Level 3.

Finance and operating leases: The carrying value of finance lease obligations reported in the condensed consolidated balance sheets approximates fair value based on current interest rates, which contain an element of default risk. The fair value of finance lease obligations is estimated using Level 2 inputs based on quoted prices for those or similar instruments. For operating leases, Dole uses the rate implicit in the lease to discount leases payments to present value, when available. However, most leases do not provide a readily determinable implicit rate. Therefore, the Company’s incremental borrowing rate is used to discount the lease payments based on information available at lease commencement.

Interest-bearing loans and borrowings: For floating rate interest-bearing loans and borrowings with a contractual repricing date of less than one year, the nominal amount is deemed to reflect fair value. For loans with repricing dates of greater than one year, fair value is calculated based on the present value of the expected future principal and interest cash flows, discounted at interest rates effective at the reporting date and adjusted for movements in credit spreads. Based on these inputs, these instruments are classified as Level 2.

Credit Risk

The counterparties to the foreign currency exchange contracts consist of a number of major international financial institutions. Dole has established counterparty guidelines and regularly monitors its positions and the financial strength of these institutions. While counterparties to hedging contracts expose Dole to credit-related losses in the event of a counterparty’s non-performance, the risk would be limited to the unrealized gains on such affected contracts. Dole does not anticipate any such losses.

NOTE 16 —CONTINGENCIES

Guarantees

Dole provides guarantees for obligations of subsidiaries to third parties directly and indirectly through letters of credit from its revolving credit facilities, guarantees issued by major banking institutions and surety bonds issued by insurance companies. These letters of credit, bank guarantees and surety bonds are required by certain regulatory authorities, suppliers and other operating agreements and generally have contract terms ofone totwenty years, often with an option to renew. As of June 30, 2026 and December 31, 2025, total letters of credit, bank guarantees and surety bonds outstanding under these arrangements were $77.0 million and $67.9 million, respectively, which represents the maximum potential future payments that Dole could be required to make. Any potential payments under these guarantees are not significant as of June 30, 2026.

Additionally, the Company guarantees certain bank borrowings and other obligations of certain equity method investees. As of June 30, 2026 and December 31, 2025, total guarantees under these arrangements were $8.2 million and $7.8 million, respectively, which represents the maximum potential future payments that Dole could be required to make.

Hawaii Spillway

In February of 2020, the State of Hawaii and Department of Land and Natural Resources provided notice to Dole of a deficiency in the spillway and embankment stability of a Company-owned reservoir that required mediation by 2025, although the remediation schedule has since been extended. Dole contracted a third party to perform an improvement study which resulted in an estimate of costs to modify the spillway of approximately $20.0 million. On July 5, 2023, Hawaii Senate Bill 833 was signed into law by the Governor of Hawaii, pursuant to which the Office of the Governor was directed to negotiate the acquisition of Dole’s interests in the spillway, reservoir and associated irrigation system. On June 22, 2026, Dole’s interests in those properties were transferred to the State of Hawaii. The State has begun work to repair the irrigation system and the associated spillway.

Legal Contingencies

Dole is involved from time to time in claims and legal actions incidental to its operations, both as plaintiff and defendant. Legal fees are expensed as incurred or expected to be incurred when the resulting loss from legal matters related to underlying events that have already occurred is probable and estimable. Dole has established what management currently believes to be adequate accruals for pending legal matters. These accruals are established as part of an ongoing worldwide assessment of claims and legal actions that takes into consideration such items as changes in the pending case load (including resolved and new matters), opinions of legal counsel, individual developments in court proceedings, changes in the law, changes in business focus, changes in the litigation environment, changes in opponent strategy and tactics, new developments as a result of ongoing discovery and past experience in defending and settling similar claims. In the opinion of management, after consultation with legal counsel, the claims or actions to which Dole is a party are not expected to have a material adverse effect, individually or in the aggregate, on Dole’s results of operations, financial condition or cash flows.

DBCP Cases: Dole Food Company, Inc. and certain of its subsidiaries are involved in lawsuits pending in the U.S. and in foreign countries alleging injury because of exposure to the agricultural chemical DBCP (1,2- dibromo-3-chloropropane) or seeking enforcement of Nicaraguan judgments related to DBCP. These lawsuits are in various stages of proceedings, although most are inactive. In addition, there are multiple labor cases pending in Costa Rica under that country’s national insurance program.

Currently, claimed damages in DBCP cases worldwide total approximately $17.8 billion, with lawsuits in Nicaragua representing almost all of this amount. 24 of the cases in Nicaragua have resulted in judgments, although not all of the individual judgment holders are seeking recovery. The Company believes that none of the Nicaraguan judgments that remain will be enforceable against any Dole entity in the U.S. or in any other country.

As to all the DBCP matters, Dole has denied liability and asserted substantial defenses. The Company believes there is no reliable scientific basis for alleged injuries from the agricultural field application of DBCP. Although no assurance can be given concerning the outcome of the DBCP cases, in the opinion of management, after consultation with legal counsel and based on experience defending and resolving DBCP claims, neither the pending lawsuits and claims nor their resolution are expected to have a material adverse effect on Dole’s financial position or results of operations, because the probable loss is not material.

Former Shell Site (“Shell Case”): Beginning in 2009, Shell Oil Company and Dole Food Company, Inc. were sued in several cases filed in Los Angeles Superior Court by the City of Carson and persons claiming to be current or former residents in the area of a housing development built in the 1960’s by a predecessor of what is now a Dole subsidiary, Barclay Hollander Corporation (“BHC”), on land that had been owned and used by Shell as a crude oil storage facility for 40 years prior to the housing development. The homeowner and City of Carson complaints have been settled and the litigation has been dismissed. On May 6, 2013, Shell filed a complaint against Dole Food Company, Inc. (which was later voluntarily dismissed), BHC and Lomita Development Company (“Lomita”), seeking indemnity for the costs associated with the lawsuits discussed above (approximately $90.0 million plus attorney fees) and for the cleanup discussed below (approximately $310.0 million). Shell’s indemnification claims were based on an early entry side agreement between Shell and an entity related to BHC and on claims based in equity. The trial court dismissed Shell’s contract-based claims and eliminated Shell’s demands for indemnification related to the homeowner and City of Carson cases. Shell’s equitable claims related to the cleanup costs were tried and, on November 9, 2022, the jury delivered a verdict deciding that Shell properly incurred and will incur a total of $266.6 million in cleanup costs, and that BHC should bear 50.0% of those costs, or $133.3 million. BHC filed an appeal. In June 2023, the trial court granted Shell’s motion to add Dole Food Company, Inc. to the BHC judgment as an alter ego of BHC and ordered Shell to reimburse BHC approximately $26.7 million in attorney’s fees, which serves as an offset to the BHC judgment amount. Dole Food Company, Inc., appealed the alter ego ruling and secured a bond sufficient to stay enforcement of the judgment. Shell appealed the award of the attorney’s fees.

The California Regional Water Quality Control Board (“Water Board”) is supervising the cleanup on the former Shell site. On March 11, 2011, the Water Board issued a Cleanup and Abatement Order (“CAO”) naming Shell as the Discharger and a Responsible Party and ordering Shell to assess, monitor and cleanup and abate the effects of contaminants discharged to soil and groundwater at the site. On April 30, 2015, the CAO was amended to also name BHC as a discharger. BHC appealed this CAO revision to the California State Water Resources Control Board, which appeal was denied by operation of law when the Water Board took no action. On September 30, 2015, BHC filed a writ petition in the Superior Court challenging the CAO on several grounds. The trial court denied BHC’s petition, which denial was subsequently upheld by the California Court of Appeals, thereby ending BHC’s challenge to the CAO revision naming BHC as a discharger.

In June 2026, BHC and Dole Food Company, Inc. entered into a settlement agreement with Shell that will be completed post period end and that, when fully implemented, will resolve the Shell Case, including future claims related to the CAO and an agreement by Shell to continue to comply with the CAO. BHC and Dole Food Company, Inc. simultaneously entered into an agreement with certain of their legacy insurance carriers to fund a majority of the settlement payment.

NOTE 17 —STOCKHOLDERS’ EQUITY

Common Stock

As of June 30, 2026, the Company was authorized to issue 600.0 million total shares of capital stock, consisting of 300.0 million shares of common stock and 300.0 million shares of preferred stock. As of June 30, 2026 and December 31, 2025, there were 94.5 million and 95.2 million shares of common stock outstanding, respectively, andno shares of preferred stock outstanding.

Stock-Based Compensation

The Company’s primary stock-based compensation plan is the 2021 Omnibus Incentive Compensation Plan (“the Plan”), under which to date, share options and two different types of restricted stock units (“RSUs”) have been issued. The purpose of the Plan is to benefit and advance the interests of Dole by attracting, retaining and motivating participants and to compensate participants for contributions to the success of the Company. Upon exercise of share options or vesting of RSUs, new shares are issued from existing authorization. A total of 7.4 million shares of the Company’s common stock were initially reserved for issuance pursuant to the Omnibus Plan. Upon the exercise of any option or vesting of any RSU, the related award is cancelled to the extent of the number of shares exercised or vested, and that number of shares is no longer available under the Plan. If any part of the award terminates without delivery of the related shares, the extent of the award will then be available for future grant under the Plan. As of June 30, 2026, there were 5.0 million shares available for future grant under the Plan.

During the six months ended June 30, 2026, additional RSU awards were issued under the Plan that vest over a one tothree year service period, and additional RSU awards were issued under the Plan that vest over three years if certain market conditions are met, such as achieved price targets and relative share performance to peers. Compensation expense under the awards that include a market condition is determined based on the grant date fair value of the award calculated using a Monte Carlo simulation approach.

For the three and six months ended June 30, 2026, total stock-based compensation expense related to the Plan was $1.8 million and $3.3 million, respectively. For the three and six months ended June 30, 2025, total stock-based compensation expense related to the Plan was $1.8 million and $3.2 million, respectively. Stock-based compensation expense related to the Plan is recorded in selling, marketing, general and administrative expenses or cost of sales in the condensed consolidated statements of operations based on the classification of cash compensation to the participants. The total unrecognized compensation cost related to the unvested awards as of June 30, 2026 was $11.6 million.

Dividends Declared

The following table summarizes dividends per share declared for the six months ended June 30, 2026 and June 30, 2025:

The following table summarizes total dividends declared for the three and six months ended June 30, 2026 and June 30, 2025:

In January of 2026, Dole paid cash dividends of $0.085 per share, totaling $8.6 million (including dividends paid on vested awards under the Plan), to shareholders for the third quarter dividend declared on November 7, 2025. In April of 2026, Dole paid cash dividends of $0.085 per share, totaling $8.1 million (including dividends paid on vested awards under the Plan), to shareholders for the fourth quarter dividend declared on February 24, 2026.

Dole’s ability to declare and pay dividends is subject to limitations contained in its various debt agreements. As of June 30, 2026, Dole had the ability to make dividend payments of $529.2 million before these limitations would come into effect.

See Note 20 “Subsequent Events” for additional detail on dividends declared and paid.

Share Repurchase Program

On November 7, 2025, the Board of Directors (the “Board”) authorized a share repurchase program (“Share Repurchase Program”) under which the Company may repurchase up to $100.0 million in the aggregate of its 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 the Company’s management and will be based on several factors including market conditions, available capital resources and alternative investment opportunities. The Share Repurchase Program does not obligate the Company to acquire any particular number of shares and may be suspended, modified or discontinued at any time at the Board’s discretion.

During the three and six months ended June 30, 2026, the Company repurchased 719,290 and 1,025,860 Ordinary shares at an average price of $13.88 and $14.25 per share, totaling $10.0 million and $14.6 million, respectively. During the six months ended June 30, 2026 the Company retired 1,025,860 Ordinary shares. As of June 30, 2026, approximately $85.4 million remained available for repurchase under the Share Repurchase Program.

Accumulated Other Comprehensive Loss

Dole’s accumulated other comprehensive loss primarily consists of unrealized foreign currency translation gains and losses, unrealized derivative gains and losses and pension and postretirement obligation adjustments. A rollforward of the changes in accumulated other comprehensive loss, disaggregated by component, was as follows for the three and six months ended June 30, 2026 and June 30, 2025:

The following table includes details about net (gains) losses reclassified from accumulated other comprehensive loss by component of accumulated other comprehensive loss:

NOTE 18 —INVESTMENTS IN UNCONSOLIDATED AFFILIATES

As of June 30, 2026, Dole’s investments in unconsolidated affiliates were $144.0 million, of which $137.6 million represented equity method investments, and $6.4 million represented investments in which Dole does not have significant influence. As of December 31, 2025, Dole’s investments in unconsolidated affiliates were $142.1 million, of which $135.6 million represented equity method investments, and $6.5 million represented investments in which Dole does not have significant influence. There are no significant investees in which Dole holds 20.0% or more of their voting stock that are not accounted for using the equity method of accounting.

Dole’s consolidated net income includes its proportionate share of the net income or loss of equity method investments in affiliates. When Dole records its proportionate share of net income, it increases equity method earnings in the condensed consolidated statements of operations and the carrying value in that investment in the condensed consolidated balance sheets. Conversely, when Dole records its proportionate share of a net loss, it decreases equity method earnings in the condensed consolidated statements of operations and the carrying value in that investment in the condensed consolidated balance sheets. Cash dividends received from investments in which Dole does not have significant influence are recorded in other income (expense), net, and have historically not been significant.

During the six months ended, June 30, 2026, investments in and disposals of unconsolidated affiliates were not material. During the six months ended June 30, 2025, Dole divested of a portion of ownership shares in an equity method investment located in the U.S. and recognized a gain in equity method earnings of $6.9 million, net of income tax. This disposal was part of a non-cash transaction whereby Dole effectively exchanged a portion of its ownership shares in this equity method investment for an additional shareholding in a non-wholly owned consolidated subsidiary in the U.S.

For the three and six months ended June 30, 2026, total equity method earnings were $9.1 million and $10.7 million, respectively. For the three and six months ended June 30, 2025, total equity method earnings were $8.5 million and $16.8 million, respectively.

Transactions with Unconsolidated Affiliates

In the ordinary course of business, Dole enters into arm’s length transactions with unconsolidated affiliates, which include trading sales and purchases of goods and other supplies. From time to time, Dole also provides both seasonal and long-term loans to these affiliates, though these amounts have historically not been significant. The following table presents sales to and purchases from investments in unconsolidated affiliates for the three and six months ended June 30, 2026 and June 30, 2025:

The following tables presents amounts due from and to investments in unconsolidated affiliates as of June 30, 2026 and December 31, 2025:

NOTE 19 –EARNINGS (LOSS) PER SHARE

Basic earnings (loss) per share is calculated by dividing the net income (loss) for the period attributable to shareholders of the Company by the weighted average number of shares outstanding during the period. Diluted earnings per share is calculated by dividing the net income (loss) for the period attributable to shareholders of the Company by the weighted average number of shares outstanding after adjusting for the impact of all share options and RSUs with a dilutive effect. The Company uses the treasury stock method to calculate the dilutive effect of outstanding equity awards for diluted earnings (loss) per share.

The following table presents basic and diluted earnings (loss) per share for the three and six months ended June 30, 2026 and June 30, 2025:

The average market value of the Company’s shares used for the purpose of calculating the dilutive effect of share options and RSUs with a market condition is based on quoted market prices for the period during which the awards were outstanding during the three and six months ended June 30, 2026 and June 30, 2025. The calculation of diluted earnings per share for the three and six months ended June 30, 2026 and June 30, 2025 does not include the effect of certain awards, because to do so would be antidilutive.

NOTE 20 —SUBSEQUENT EVENTS

Dole evaluated subsequent events through August 10, 2026, the date that Dole’s unaudited condensed consolidated financial statements were issued.

On July 1, 2026, the Company completed the Port Disposal, thereby completing the Port Sale Transaction. Cash proceeds received for the Port Disposal were approximately $180.0 million, after customary transaction adjustments. Accounting for the effects of the Pre-Closing Ownership Restructuring and net of cash transferred, transaction costs, customary transaction completion adjustments, cash taxes and other adjustments, total net cash proceeds of the Port Sale Transaction are expected to be approximately $95.0 million.

On July 1, 2026, a subsidiary of the Company in Sweden completed the acquisition of Greenfood Fresh Produce Int’l AB.

On August 7, 2026, the Board declared a cash dividend for the second quarter of 2026 of $0.085 per share, payable on October 7, 2026 to shareholders of record on September 16, 2026. A cash dividend of $0.085 per share was paid on July 8, 2026 for the first quarter of 2026.