Dole Plc
A maker of fresh fruit, vegetables and packaged foods, Dole is one of the world's largest produce companies, selling bananas, pineapples, berries and salads to shoppers across dozens of countries. Its roots trace to 1851 in Hawaii, where Boston traders founded Castle & Cooke, and the Dole brand comes from James Dole, who launched the Hawaiian Pineapple Company in 1901 and became known as the "Pineapple King." In 2021 the business merged with Ireland's Total Produce to form today's Dole, headquartered in Dublin. Fun fact: the Dole name didn't appear on products until 1933, when the company began stamping "DOLE" on its pineapple cans.
10-Q · Quarter ended Jun 30, 2026 · SEC filing ↗
The original filing sections are available below.
Executive Overview We are a global leader in fresh fruits and vegetables, with produce sourced, both locally and globally, from over 100 countries in various regions and distributed and marketed in over 85 countries, across retail, wholesale, food service and e-commerce channels…
Executive Overview We are a global leader in fresh fruits and vegetables, with produce sourced, both locally and globally, from over 100 countries in various regions and distributed and marketed in over 85 countries, across retail, wholesale, food service and e-commerce channels. Our most significant products hold leading market share positions in their respective categories and territories. We are one of the world’s largest producers of fresh bananas and pineapples, a major global exporter of grapes and have an expanding presence in avocados, mangos, kiwis, berries, cherries and organic produce. We sell and distribute fruit and vegetable products throughout an extensive network in North America, Europe, Latin America, Asia, the Middle East and Africa (primarily in South Africa). For further information on our principal sources of revenue, refer to Note 5 “Revenue” to the unaudited condensed consolidated financial statements included herein. In addition, see Part I, “Item 1. Business” in the Annual Report on Form 10-K for a more detailed description of our products and services offered. Dole is comprised of the following three reportable segments: Fresh Fruit: The Fresh Fruit reportable segment primarily sells bananas, pineapples and plantains which are sourced from Dole-owned and leased farms or local growers, predominately located in Latin America, and sold throughout North America, Europe, Latin America and Asia. This segment also operates a commercial cargo business, which offers available capacity to transport third party cargo on company-owned vessels that are primarily used internally for transporting bananas and pineapples between Latin America, North America and Europe. Diversified Fresh Produce – EMEA: The Diversified Fresh Produce – EMEA reportable segment includes Dole’s Irish, Dutch, Spanish, Portuguese, French, Italian, U.K., Swedish, Danish, South African, Czech, Slovakian, Polish, German and Brazilian businesses, the majority of which sell a variety of imported and local fresh fruits and vegetables through retail, wholesale, food service and e-commerce channels across the European marketplace. Diversified Fresh Produce – Americas & ROW: The Diversified Fresh Produce – Americas & ROW reportable segment includes Dole’s U.S., Canadian, Mexican, Chilean, Peruvian and Argentinian businesses, all of which market globally and locally-sourced fresh produce, including avocados, kiwis, apples, berries and cherries, from third-party growers or Dole-owned farms to wholesale, retail-oriented marketing and specialist businesses. Vegetables Exit Process On August 5, 2025, the Vegetables Transaction closed and we completed the exit of the Fresh Vegetables division. The results of operations of the Fresh Vegetables division up to the disposal date have been reported separately as discontinued operations, net of income taxes, within our operating results below. We do not expect the sale to have other material direct or indirect impacts to our current or future operating results, statement of financial position and cash flows. See our Annual Report on Form 10-K for additional detail on the disposal of our Fresh Vegetables division. Port Sale Transaction On December 13, 2025, we entered into the Port Sale Transaction. In May of 2026, we completed the Pre-Closing Ownership Restructuring and paid cash of $51.2 million to purchase the remaining interests in the Ecuadorian Port Business. On July 1, 2026, the Company completed the Port Disposal, thereby completing the Port Sale Transaction and disposing of the Ecuadorian Port Business. Total cash proceeds of the Port Disposal, after customary transaction adjustments, were approximately $180.0 million. 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. Current Economic and Market Environment As 2026 progresses, the economic and market environment continues to be volatile with a number of external factors continuing to pose challenges to the global economy and to our business, including: •Continuing global economic disruption due to geopolitical conflicts, as well as increased local disruptions due to political or security issues. The continuing conflict in the Middle East has increased global fuel prices, resulting in 42 Table of Contents higher transportation costs; and continues to create uncertainty with respect to future direct and indirect input costs; •Evolving and dynamic global trade policies, including but not limited to the imposition (and any future imposition) of tariffs and their impact on supply chains and logistics, the relative cost to get each product to market, demand patterns, foreign exchange rates and other areas; •Changing central bank monetary policies, which have resulted in interest rate adjustments and volatile foreign exchange rates; •Weather events, including the supply chain impacts of the 2024 tropical storms in Honduras; •Crop disease pressures which put pressure on yields and supply and also on growing and sourcing costs; and •Evolving regulatory environments in many areas, including in shipping. In response to the various ongoing challenges noted above, we are continuing to work across our business on mitigation strategies, including working with customers and suppliers to manage possible impacts of changes in input costs, adjusting pricing, identifying operational efficiencies and making strategic investments where deemed appropriate. Although we ultimately believe that we are well positioned within our industry to weather periods of economic disruption, the scope, duration and carry over effects of the above factors are uncertain, rapidly changing and difficult to predict. Therefore, the extent and magnitude of the impact of these factors on our business, operating results and long-term liquidity position cannot be reliably estimated at this time. In addition, we are continuing to monitor the direct and indirect effects of ongoing and emerging geopolitical conflicts, on both the global economy and our business and operations. The broader consequences of these issues have given, and will continue to give rise to, certain challenges for our business but any resulting impacts have not been and are not currently expected to be material to Dole’s overall results. See Part I, “Item 1A. Risk Factors” in the Annual Report on Form 10-K for more information on ongoing risks, such as those related to currency exchange fluctuations, increases in product costs, international operations, global capital and credit markets and the uncertainty of wars and other global conflicts. Operating Results Selected results of operations for the three and six months ended June 30, 2026 and June 30, 2025 were as follows: 43 Table of Contents Three Months Ended Change June 30, 2026 June 30, 2025 2026 vs. 2025 (U.S. Dollars in thousands, except percentages) Revenues, net $ 2,499,411 $ 2,428,427 $ 70,984 2.9 % Cost of sales (2,304,115) (2,210,127) (93,988) 4.3 % Gross profit 195,296 218,300 (23,004) Selling, marketing, general and administrative expenses (148,438) (124,308) (24,130) 19.4 % (Loss) gain on disposal of businesses (28) 48 (76) (158.3) % Gain on asset sales 686 9,323 (8,637) (92.6) % Impairment and asset write-downs of property, plant and equipment and lease assets (22) (144) 122 (84.7) % Operating income 47,494 103,219 (55,725) Other income (expense), net 3,869 (18,716) 22,585 120.7 % Interest income 4,367 2,955 1,412 47.8 % Interest expense (14,857) (17,516) 2,659 (15.2) % Income from continuing operations before income taxes and equity earnings 40,873 69,942 (29,069) Income tax expense (14,802) (25,504) 10,702 (42.0) % Equity method earnings 9,056 8,501 555 6.5 % Income from continuing operations 35,127 52,939 (17,812) Loss from discontinued operations, net of income taxes — (34,950) 34,950 (100.0) % Net income 35,127 17,989 17,138 Income attributable to noncontrolling interests (9,143) (8,023) (1,120) 14.0 % Net income attributable to Dole plc $ 25,984 $ 9,966 $ 16,018 Six Months Ended Change June 30, 2026 June 30, 2025 2026 vs. 2025 (U.S. Dollars in thousands, except percentages) Revenues, net $ 4,841,586 $ 4,527,831 $ 313,755 6.9 % Cost of sales (4,461,297) (4,127,338) (333,959) 8.1 % Gross profit 380,289 400,493 (20,204) Selling, marketing, general and administrative expenses (272,218) (242,720) (29,498) 12.2 % Gain on disposal of businesses 1,164 409 755 184.6 % Gain on asset sales 1,353 13,124 (11,771) (89.7) % Impairment and asset write-downs of property, plant and equipment and lease assets (1,134) (182) (952) 523.1 % Operating income 109,454 171,124 (61,670) Other income (expense), net 8,407 (19,064) 27,471 144.1 % Interest income 8,572 5,995 2,577 43.0 % Interest expense (27,443) (34,698) 7,255 (20.9) % Income from continuing operations before income taxes and equity earnings 98,990 123,357 (24,367) Income tax expense (36,784) (43,082) 6,298 (14.6) % Equity method earnings 10,656 16,793 (6,137) (36.5) % Income from continuing operations 72,862 97,068 (24,206) Loss from discontinued operations, net of income taxes — (34,920) 34,920 (100.0) % Net income 72,862 62,148 10,714 Income attributable to noncontrolling interests (15,581) (13,270) (2,311) 17.4 % Net income attributable to Dole plc $ 57,281 $ 48,878 $ 8,403 44 Table of Contents The following provides an analysis of consolidated operating results in comparison to the prior year. Management has analyzed the significant drivers of changes in consolidated operating results below and provided further commentary on segment performance in the section to follow. All other operating results not included in the analysis were not significant to the Company’s overall performance. Revenues, Net The increase in total revenue, net, for the three months ended June 30, 2026 (2.9%, or $71.0 million) was primarily due to positive operational performance in the Diversified Fresh Produce – Americas & ROW segment and a favorable impact from foreign currency translation of $30.3 million, as a result of the strengthening of the Swedish krona and euro against the U.S. Dollar when compared to prior year. The increase in total revenue, net, for the six months ended June 30, 2026 (6.9%, or $313.8 million) was primarily due to positive operational performance across all reportable segments and a favorable impact from foreign currency translation of $126.5 million, as a result of the strengthening of the Swedish krona, euro and the British pound sterling against the U.S. Dollar when compared to prior year. Other factors driving changes in revenue are described in more detail in the “Segment Operating Results” section below. Cost of Sales The increase in total cost of sales for the three months ended June 30, 2026 (4.3%, or $94.0 million) was primarily due to increased trading activity in the Diversified Fresh Produce – Americas & ROW segment and an unfavorable impact from foreign currency translation. Additionally, in the Fresh Fruit segment, cost of sales increased due to higher fruit sourcing costs, elevated shipping costs in both European and North American markets due to higher fuel costs, higher pineapple growing costs resulting from adverse weather conditions, as well as the continued strengthening of the Costa Rican Colón against the U.S. Dollar. The increase in total cost of sales for the six months ended June 30, 2026 (8.1%, or $334.0 million) was primarily due to increased trading activity for all reporting segments and an unfavorable impact from foreign currency translation. Additionally, in the Fresh Fruit segment, cost of sales increased due to higher fruit costs in bananas due to higher overall sourcing costs in the market, higher fruit sourcing costs in pineapples, due to a combination of the strengthening of the Costa Rican Colón against the U.S. Dollar resulting in increasing input costs, and more recently the impact of adverse weather conditions reducing supply. In addition, the impact of rising fuel costs has adversely impacted shipping costs. See “Segment Operating Results” section below for additional detail. Selling, Marketing and General and Administrative Expenses (“SMG&A”) The increase in total SMG&A for the three months ended June 30, 2026 (19.4%, or $24.1 million) was primarily due to a non-recurring charge associated with the settlement of a historical legal matter, some restructuring costs in the quarter and the impact of foreign current translation in the period partially offset by benefit from a partial restructuring of our operations in the Diversified Fresh Produce – Americas & ROW segment. The increase in total SMG&A for the six months ended June 30, 2026 (12.2%, or $29.5 million) was primarily due to a non-recurring charge associated with the settlement of a historical legal matter and the impact of foreign current translation in the period partially offset by benefit from a partial restructuring of our operations in the Diversified Fresh Produce – Americas & ROW segment. Gain (Loss) on Disposal of Businesses There was an immaterial loss on disposal of businesses for the three months ended June 30, 2026. The gain on disposal of businesses for the six months ended June 30, 2026 was $1.2 million and was primarily due to the disposal of a controlling interest in a business in South Africa within the Diversified Fresh Produce – EMEA segment. We have retained an equity method investment in the business. There was an immaterial gain on disposal of business for the three months ended June 30, 2025, and during the six months ended June 30, 2025, Dole recognized an incremental gain on the sale of Progressive of $0.4 million related to amounts that were released from escrow. 45 Table of Contents Gain on Asset Sales The gain on asset sales for the three and six months ended June 30, 2026 was $0.7 million and $1.4 million, respectively, and was primarily the result of the sale of certain properties in the Diversified Fresh Produce – Americas & ROW and Diversified Fresh Produce – EMEA segments, as well as the sale of certain property, plant and equipment across all reportable segments. The gain on asset sales for the three and six months ended June 30, 2025 was $9.3 million and $13.1 million, respectively, which was primarily the result of the sale of actively marketed land in Hawaii, part of the Fresh Fruit segment, as well as the sale of certain property, plant and equipment across all reportable segments. Impairment and asset write-downs of property, plant and equipment and lease assets The impairment and asset write-downs of property, plant and equipment and lease assets for the six months ended June 30, 2026 was $1.1 million, which was related to asset write-downs of certain property, plant and equipment across all reportable segments. The impairment and asset write-downs of property, plant and equipment and lease assets for the three months ended June 30, 2026 and three and six months ended June 30, 2025 was immaterial. Other income (expense), net Other income (expense), net increased to income of $3.9 million in the three months ended June 30, 2026 from expense of $18.7 million in the three months ended June 30, 2025. The increase was primarily due to higher net unrealized gains on foreign currency denominated borrowings (in comparison unrealized losses incurred in the prior year). The prior year was also negatively impacted by the incremental nonrecurring net expenses in connection with the Refinancing. These increases were offset partially by higher net losses of other mark to market instruments and higher net periodic costs from non-service components of pension and other postretirement benefit plans. Other income (expense), net increased to income of $8.4 million in the six months ended June 30, 2026 from expense of $19.1 million in the six months ended June 30, 2025. The increase was primarily due to higher net unrealized gains on foreign currency denominated borrowings (in comparison unrealized losses incurred in the prior year). The prior year was also negatively impacted by the incremental nonrecurring net expenses in connection with the Refinancing. These increases were offset partially by higher net losses of other mark to market instruments, higher net periodic costs from non-service components of pension and other postretirement benefit plans, lower rental income and other miscellaneous costs. See Note 7 “Other Income (Expense), Net” to the unaudited condensed consolidated financial statements included herein for additional detail. Interest Income The increase in interest income for the three months ended June 30, 2026 (47.8%, or $1.4 million) and six months ended June 30, 2026 (43.0%, or $2.6 million) was primarily due to interest income recognized on the seller note received as consideration for the Vegetables Transaction. Interest Expense The decrease in interest expense for the three months ended June 30, 2026 (15.2%, or $2.7 million) was due to both lower debt balances and lower effective interest rates in the current year in comparison to the prior year. The decrease in interest expense for the six months ended June 30, 2026 (20.9%, or $7.3 million) was mainly due to lower effective interest rates in the current year in comparison to the prior year. 46 Table of Contents Income Taxes The Company 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, reflecting a 36.2% effective tax rate. The Company 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, reflecting a 36.5% effective tax rate. The Company recorded 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, reflecting a 37.2% effective tax rate. The Company recorded 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, reflecting a 34.9% effective tax rate. 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. 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 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. GILTI provisions of the 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. The Company’s net deferred tax asset is primarily related to acquired intangible assets and fair value adjustments resulting from the Merger and is net of deferred tax assets related to the U.S. federal interest disallowance carryforward, U.S. state and non-U.S. net operating loss carryforwards and other temporary differences. Dole maintains a valuation allowance against certain U.S. state and non-U.S. deferred tax assets. Each reporting period, the Company evaluates the need for a valuation allowance on deferred tax assets by jurisdiction and adjusts estimates as more information becomes available. All post-1986 previously unremitted earnings for which no U.S. deferred tax liability had been accrued have been subject to U.S. tax. Dole plc is an Irish-based parent company and intends to continue to invest most or all of its foreign earnings, as well as capital in its foreign subsidiaries, indefinitely outside of Ireland and does not expect to incur any significant additional taxes related to such amounts. Also, from time to time, Dole may choose to repatriate anticipated future earnings of which some portion may be subject to tax and increase Dole’s overall tax expense for that fiscal year. The Company continues to evaluate its cash needs and may update its assertion in future periods. One of the Company’s foreign subsidiaries is under tax audit for the year ended December 31, 2017. In 2023, the tax authorities issued an assessment of approximately $23.5 million, including interest and penalties. The Company appealed the assessment through the administrative process, which concluded in November 2025 with an unfavorable ruling. 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. On July 4, 2025, the U.S. OBBBA was enacted. Management is assessing the tax provisions of the OBBBA and its impacts on the Company. 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. See Note 9 “Income Taxes” to the unaudited condensed consolidated financial statements included herein for additional information on income taxes. 47 Table of Contents Equity method earnings Equity method earnings increased to $9.1 million in the three months ended June 30, 2026 from $8.5 million in the three months ended June 30, 2025. The increase was primarily due to improved performance across our joint ventures in the Fresh Fruit segment. Equity method earnings decreased to $10.7 million in the six months ended June 30, 2026 from $16.8 million in the six months ended June 30, 2025. The prior year was positively impacted by a divestiture of a portion of ownership shares in an investment located in the U.S. in which the Company recognized a $6.9 million gain, net of income tax. On an underlying basis, there was an increase primarily due to improved performance across our joint ventures in the Fresh Fruit segment. See Note 18 “Investments in Unconsolidated Affiliates” to the unaudited condensed consolidated financial statements included herein for additional information. Results from discontinued operations, net of income taxes There was no current year activity from discontinued operations. Results from discontinued operations for the three and six months ended June 30, 2025 was a loss of $35.0 million and a loss of $34.9 million, respectively. The losses in the prior year were primarily related to adjustments of the carrying value of the Fresh Vegetables division to its estimated fair value, less costs to sell, in accordance with held-for-sale disposal group measurement guidance. Net income attributable to noncontrolling interests In the three months ended June 30, 2026, net income attributable to noncontrolling interests increased to $9.1 million from $8.0 million in the three months ended June 30, 2025. The increase was primarily related to an increase in the non-controlling interests share of earnings in our Diversified Fresh Produce – Americas & ROW segment. In the six months ended June 30, 2026, net income attributable to noncontrolling interests increased to $15.6 million from $13.3 million in the six months ended June 30, 2025. The prior year was impacted by the noncontrolling interest share of gain on disposal of an equity method investment as described above, the non-controlling interests share of mark-to-market gains on financial instruments as well as the impact of a discrete tax charge attributable to noncontrolling interests. On an underlying basis, there was an increase in the current year net income attributable to noncontrolling interests due to an increase in the non-controlling interests share of earnings in the Diversified Fresh Produce – Americas & ROW segment and in the Diversified Fresh Produce – EMEA segment, which included a positive benefit from currency translation. 48 Table of Contents Segment Operating Results Dole plc has the following segments: Fresh Fruit, Diversified Fresh Produce – EMEA and Diversified Fresh Produce – Americas & ROW. The Company’s reportable segments are based on (i) financial information reviewed by the CODM, (ii) internal management and related reporting structures and (iii) the basis upon which the CODM assesses performance and allocates resources. Segment performance is evaluated based on a variety of factors, of which revenue and Adjusted EBITDA are the financial measures regularly reviewed by the CODM. Dole and its chief operating decision makers, Dole’s CEO and COO, use Adjusted EBITDA as the primary financial measure, because it is a measure commonly used by financial analysts in evaluating the performance of companies in the same industry. The adjustments in calculating Adjusted EBITDA have been made, because management excludes these amounts when evaluating performance, on the basis that such adjustments eliminate the effects of (i) considerable amounts of non-cash depreciation and amortization and (ii) items not within the control of the Company’s operations managers. Adjusted EBITDA is not calculated or presented in accordance with U.S. GAAP, but Adjusted EBITDA by segment is presented in conformity with ASC 280, Segments. Further, Adjusted EBITDA as used herein is not necessarily comparable to similarly titled measures of other companies. Adjusted EBITDA is not a substitute for income from continuing operations, net income attributable to Dole plc, net income, cash flows from operating activities or any other measure prescribed by U.S. GAAP. Adjusted EBITDA is reconciled from net income by taking consolidated net income and (1) subtracting the income or adding the loss from discontinued operations, net of income taxes; (2) adding the income tax expense or subtracting the income tax benefit; (3) adding interest expense; (4) adding depreciation charges; (5) adding amortization charges on intangible assets; (6) adding mark to market losses or subtracting mark to market gains related to unrealized impacts from certain derivative instruments and foreign currency denominated borrowings, realized impacts on noncash settled foreign currency denominated borrowings, net foreign currency impacts on liquidated entities and fair value movements on contingent consideration; (7) other items which are separately stated based on materiality, which, during the three and six months ended June 30, 2026 and June 30, 2025, included subtracting the gain or adding the loss on the disposal of business interests, subtracting the gain or adding the loss on asset sales for assets held for sale and actively marketed property or sales-type leases, adding impairment charges or held-for-sale losses on property, plant and equipment and lease assets, adding or subtracting asset write-downs from extraordinary events, net of insurance proceeds, subtracting interest income on deferred transaction consideration, adding acquisition and transaction costs, adding restructuring charges and costs for legal matters not in the normal course of business and adding debt refinancing expenses; and (8) the Company’s share of these items from equity method investments. 49 Table of Contents The following provides revenue by segment and a reconciliation of Adjusted EBITDA by segment to consolidated net income, which is the most directly comparable U.S. GAAP financial measure: Three Months Ended Six Months Ended June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025 Segment Revenue: (U.S. Dollars in thousands) Fresh Fruit $ 972,824 $ 972,591 $ 1,910,484 $ 1,850,736 Diversified Fresh Produce — EMEA 1,111,431 1,100,797 2,133,755 1,992,884 Diversified Fresh Produce — Americas & ROW 440,114 386,348 860,125 749,761 Total segment revenue 2,524,369 2,459,736 4,904,364 4,593,381 Intersegment revenue (24,958) (31,309) (62,778) (65,550) Total consolidated revenue, net $ 2,499,411 $ 2,428,427 $ 4,841,586 $ 4,527,831 Reconciliation of net income to Adjusted EBITDA Net income $ 35,127 $ 17,989 $ 72,862 $ 62,148 Income from discontinued operations, net of income taxes — 34,950 — 34,920 Income from continuing operations 35,127 52,939 72,862 97,068 Adjustments: Income tax expense 14,802 25,504 36,784 43,082 Interest expense 14,857 17,516 27,443 34,698 Depreciation 26,320 26,496 52,847 51,309 Amortization of intangible assets 1,381 1,737 2,922 3,468 Mark to market (gains) losses (3,148) 17,153 (7,273) 23,069 Gain on asset sales — (8,737) (47) (11,178) Loss (gain) on disposal of businesses 28 (48) (1,164) (409) Legal and restructuring costs 23,054 — 23,054 — Asset write-downs, net of insurance proceeds 184 (3,617) 184 (3,617) Impairment of property, plant and equipment and lease assets 73 — 984 — Other items (89) 3,190 (100) 3,284 Adjustments from equity method investments 4,173 4,985 8,578 1,166 Total consolidated Adjusted EBITDA $ 116,762 $ 137,118 $ 217,074 $ 241,940 Segment Adjusted EBITDA: Fresh Fruit $ 50,257 $ 72,756 $ 102,810 $ 136,087 Diversified Fresh Produce — EMEA 45,931 48,984 75,896 76,644 Diversified Fresh Produce — Americas & ROW 20,574 15,378 38,368 29,209 Total consolidated Adjusted EBITDA $ 116,762 $ 137,118 $ 217,074 $ 241,940 50 Table of Contents The following tables illustrate the estimated impact of factors that have driven changes in segment revenues for the three and six months ended June 30, 2026, as compared to the three and six months ended June 30, 2025: Revenue for the three months ended June 30, 2025 Foreign exchange translation1 Acquisitions/ divestitures Operational change2 June 30, 2026 (U.S. Dollars in thousands) Fresh Fruit $ 972,591 $ — $ — $ 233 $ 972,824 Diversified Fresh Produce – EMEA 1,100,797 29,882 — (19,248) 1,111,431 Diversified Fresh Produce – Americas & ROW 386,348 399 — 53,367 440,114 Intersegment revenue (31,309) — — 6,351 (24,958) $ 2,428,427 $ 30,281 $ — $ 40,703 $ 2,499,411 Revenue for the six months ended June 30, 2025 Foreign exchange translation1 Acquisitions/ divestitures Operational change2 June 30, 2026 (U.S. Dollars in thousands) Fresh Fruit $ 1,850,736 $ — $ — $ 59,748 $ 1,910,484 Diversified Fresh Produce – EMEA 1,992,884 124,466 — 16,405 2,133,755 Diversified Fresh Produce – Americas & ROW 749,761 2,001 — 108,363 860,125 Intersegment revenue (65,550) — — 2,772 (62,778) $ 4,527,831 $ 126,467 $ — $ 187,288 $ 4,841,586 1 The impact of foreign exchange translation represents an estimate of the effect of translating the results of operations denominated in a foreign currency to U.S. Dollar at prior year average rates, as compared to the current year average rates. 2 Operational change represents the remaining change in revenue after isolating the impacts of foreign exchange translation and acquisitions and divestitures, which we believe are significant factors that impact the comparability of our operating results in comparison to the prior year. The operational change is discussed in greater detail below. The following tables illustrate the estimated impact of factors that have driven changes in segment Adjusted EBITDA for the three months ended June 30, 2026, as compared to the three months ended June 30, 2025: Adjusted EBITDA for the three months ended June 30, 2025 Foreign exchange translation1 Acquisitions/ divestitures Operational change2 June 30, 2026 (U.S. dollars in thousands) Fresh Fruit $ 72,756 $ (120) $ — $ (22,379) $ 50,257 Diversified Fresh Produce – EMEA 48,984 1,507 (558) (4,002) 45,931 Diversified Fresh Produce – Americas & ROW 15,378 17 — 5,179 20,574 $ 137,118 $ 1,404 $ (558) $ (21,202) $ 116,762 Adjusted EBITDA for the six months ended June 30, 2025 Foreign exchange translation1 Acquisitions/ divestitures Operational change2 June 30, 2026 (U.S. dollars in thousands) Fresh Fruit $ 136,087 $ (582) $ — $ (32,695) $ 102,810 Diversified Fresh Produce – EMEA 76,644 5,172 (512) (5,408) 75,896 Diversified Fresh Produce – Americas & ROW 29,209 (30) — 9,189 38,368 $ 241,940 $ 4,560 $ (512) $ (28,914) $ 217,074 1 The impact of foreign exchange translation represents an estimate of the effect of translating the results of operations denominated in a foreign currency to U.S. Dollar at prior year average rates, as compared to the current year average rates. 2 Operational change represents the remaining change in Adjusted EBITDA after isolating the impacts of foreign exchange translation and acquisitions and divestitures, which we believe are significant factors that impact the comparability of our operating results in comparison to the prior year. The operational change is discussed in greater detail below. 51 Table of Contents Changes in segment revenue and segment Adjusted EBITDA are described in more detail below, with focus on operational changes which we believe are more reflective of the Company’s performance in comparison to the prior year. Unless otherwise noted, the changes discussed below are for the three and six months ended June 30, 2026, as compared to the three and six months ended June 30, 2025. Fresh Fruit Fresh Fruit revenue, net, for the three months ended June 30, 2026 of $972.8 million is in line with prior year. Higher volumes of bananas sold in Europe and higher underlying banana pricing in North America were partially offset by lower banana volumes in North America. Pineapple volumes were lower across all markets, primarily due to adverse weather conditions affecting fruit availability. The decrease in Fresh Fruit Adjusted EBITDA for the three months ended June 30, 2026 (30.9%, or $22.5 million) to $50.3 million was driven primarily driven by higher fruit sourcing costs, elevated shipping costs in both European and North American markets due to higher fuel costs, higher pineapple growing costs resulting from adverse weather conditions, as well as the continued strengthening of the Costa Rican Colón against the U.S. Dollar. The increase in Fresh Fruit revenue, net, for the six months ended June 30, 2026 (3.2%, or $59.7 million) to $1.9 billion was primarily due to higher volumes of bananas sold in Europe. There was also higher underlying pricing of bananas and pineapples, as well as higher volumes of plantains in North America. These increases were partially offset by decreased banana volumes in North America, and more recently, lower pineapple volumes in all markets due to unfavorable weather conditions. The decrease in Fresh Fruit Adjusted EBITDA for the six months ended June 30, 2026 (24.5%, or $33.3 million) to $102.8 million was driven primarily by higher fruit costs in bananas due to higher overall sourcing costs in the market and higher fruit sourcing costs in pineapples, due to a combination of the strengthening of the Costa Rican Colón against the U.S. Dollar resulting in increasing input costs, and more recently, the impact of adverse weather conditions reducing supply. In addition, the impact of rising fuel costs associated with the ongoing conflict in the Middle East has adversely impacted shipping costs in both North American and European markets. Diversified Fresh Produce – EMEA The increase in Diversified Fresh Produce – EMEA revenue, net, for the three months ended June 30, 2026 (1.0%, or $10.6 million) to $1.1 billion was primarily due to the favorable impact of foreign currency translation of $29.9 million, as a result of the strengthening of the Swedish krona and euro against the U.S. Dollar, as well as underlying growth in Scandinavia partially offset by lower revenue in Spain. Excluding the impact of foreign currency translation, revenue was 1.7%, or $19.2 million, behind the prior year. The decrease in Diversified Fresh Produce – EMEA Adjusted EBITDA for the three months ended June 30, 2026 (6.2%, or $3.1 million) to $45.9 million was primarily due to weaker performance in South Africa, the Netherlands and Spain. These decreases were partially offset by a favorable impact of $1.5 million from foreign currency translation, as well as strong performance in Scandinavia. Excluding the impact of foreign currency translation and acquisitions and divestitures, Adjusted EBITDA was 8.2%, or $4.0 million, behind the prior year. The increase in Diversified Fresh Produce – EMEA revenue, net, for the six months ended June 30, 2026 (7.1%, or $140.9 million) to $2.1 billion was primarily due to the favorable impact of foreign currency translation of $124.5 million, as a result of the strengthening of the Swedish krona, euro and the British pound sterling against the U.S. Dollar, as well as underlying growth in Scandinavia, France and Germany. Excluding the impact of foreign currency translation, revenue was 0.8%, or $16.4 million, ahead of the prior year. The decrease in Diversified Fresh Produce – EMEA Adjusted EBITDA for the six months ended June 30, 2026 (1.0%, or $0.7 million) to $75.9 million was primarily due to weaker performance in South Africa, the Netherlands and the U.K. These decreases were partially offset by a strong performance in Scandinavia and Germany and a favorable impact of foreign currency translation of $5.2 million. Excluding the impact of foreign currency translation and acquisitions and divestitures, Adjusted EBITDA was 7.1%, or $5.4 million, behind the prior year. 52 Table of Contents Diversified Fresh Produce – Americas & ROW The increase in Diversified Fresh Produce – Americas & ROW revenue, net, for the three months ended June 30, 2026 (13.9%, or $53.8 million) to $440.1 million was primarily driven by higher volumes in our North America business, both from seasonal timing benefits with North American cherries and by good underlying growth in key products including kiwi and avocados. There was also higher revenue in our southern hemisphere export business due to positive season end pricing adjustments. The increase in Diversified Fresh Produce – Americas & ROW Adjusted EBITDA for the three months ended June 30, 2026 (33.8%, or $5.2 million) to $20.6 million was driven by a strong performance in our North American business, driven both by positive volume growth in kiwi and avocados and seasonal timing differences in cherries, as well as the continued benefit of the partial restructuring of our berry operations in the fourth quarter of 2025. The increase in Diversified Fresh Produce – Americas & ROW revenue, net, for the six months ended June 30, 2026 (14.7%, or $110.4 million) to $860.1 million was primarily driven by higher cherry volumes and positive pricing in our southern hemisphere export business products, as well as higher volumes in our North American business across a number of categories, offsetting marginally lower pricing, primarily in avocados. The increase in Diversified Fresh Produce – Americas & ROW Adjusted EBITDA for the six months ended June 30, 2026 (31.4%, or $9.2 million) to $38.4 million was driven by a strong performance in our southern hemisphere export business, primarily due to higher volumes, as well as by a positive performance in our North American business, due to volume development in categories including kiwi and grapes, as well as by the benefit of a partial restructuring of our berry operations in the fourth quarter of 2025. 53 Table of Contents Liquidity and capital resources Primary sources of cash flow for Dole have historically been cash flow from operating activities, the issuance of debt and bank borrowings. Dole has a history of borrowing funds internationally and expects to be able to continue to borrow funds over the long term. Material cash requirements have included payments of debt and related interest, capital expenditures, investments in companies, increases in ownership of subsidiaries or companies in which Dole holds equity investments and payments of dividends to shareholders. In the next twelve months and beyond, we believe that cash flow from operating activities, available cash and cash equivalents and access to borrowing facilities will be sufficient to fund any future capital expenditures, debt service, dividend payments and other capital requirements for the foreseeable future. Cash Flows The following table summarizes Dole’s consolidated cash flows for the six months ended June 30, 2026 and June 30, 2025: Six Months Ended June 30, 2026 June 30, 2025 Cash flow provided by (used in) continuing operations, net: (U.S. Dollars in thousands) Operating activities $ (8,503) $ (60,446) Investing activities (83,816) (46,225) Financing activities 119,497 124,180 Foreign currency impact (3,327) 18,859 Cash used in discontinued operations, net — (28,720) Net increase in cash 23,851 7,648 Cash and cash equivalents, beginning, including discontinued operations 267,854 331,719 Cash and cash equivalents, ending, including discontinued operations $ 291,705 $ 339,367 Cash flows used in operating activities were $8.5 million for the six months ended June 30, 2026, compared to cash flows used in operating activities of $60.4 million for the six months ended June 30, 2025. There were lower outflows from receivables in comparison to prior year, as the prior year was significantly impacted by the timing of collections related to the Chilean cherry season which accentuated the normal seasonal working capital receivables outflows as well as an incrementally higher benefit from securitization of trade receivables when compared to the prior year. There was also an increase in cash inflows in the current year from inventories primarily in the Fresh Fruit and Diversified Fresh Produce – Americas & ROW segments. These impacts were partially offset by higher outflows in accounts payable, accrued liabilities and other liabilities due to seasonal timing of grower payables which were also accentuated by the timing of the cherry season. Cash flows used in investing activities were $83.8 million for the six months ended June 30, 2026, compared to cash flows used in investing activities of $46.2 million for the six months ended June 30, 2025. The increase in cash used in investing activities was primarily attributable to the cash outflow related to the acquisition of noncontrolling interests associated with the Port Sale Transaction of $51.2 million, as well as higher insurance proceeds of $19.0 million received in the prior year. This net increase was offset by lower cash capital expenditures in the current year as the prior year included expenditure on the buyout of two vessel finance leases of $36.1 million. Cash flows provided by financing activities were $119.5 million for the six months ended June 30, 2026, compared to $124.2 million provided by financing activities for the six months ended June 30, 2025. The decrease in cash provided by financing activities was primarily attributable to the impacts of incremental outflows during the current year of $14.6 million for share repurchases and $3.4 million of tax paid for net settlement of share-based awards, partially offset by higher borrowings of debt, net of repayments. There were no cash taxes paid for the repatriation tax under Internal Revenue Code Section 965 in the six months ended June 30, 2026 and $16.9 million of cash taxes paid for the repatriation tax under Internal Revenue Code Section 965 for the six months ended June 30, 2025. There are no repatriation tax payments expected for the remainder of fiscal year 2026 or beyond fiscal year 2026. 54 Table of Contents Net Debt (non-GAAP measure) Net debt is the primary measure used by management to analyze the Company’s capital structure and financial leverage. Net debt is a non-GAAP financial measure, calculated as cash and cash equivalents less current debt, long-term debt and bank overdrafts, excluding debt discounts and issuance costs. Management believes that net debt is an important measure to monitor leverage and evaluate the consolidated balance sheets. Management also believes that net debt provides useful information to investors because it reflects the Company’s overall debt position after taking into account cash and cash equivalents available to repay outstanding borrowings. The following table sets forth a reconciliation of cash and cash equivalents and total debt to net debt as of June 30, 2026 and December 31, 2025: June 30, 2026 December 31, 2025 (U.S. Dollars in thousands) Cash and cash equivalents $ 291,705 $ 267,854 Debt: Long-term debt, net (969,121) (799,814) Current maturities (39,480) (57,668) Bank overdrafts (22,886) (9,611) Total debt, net (1,031,487) (867,093) Add: Unamortized debt discounts and issuance costs (6,354) (7,237) Total gross debt (1,037,841) (874,330) Net debt $ (746,136) $ (606,476) The Credit Agreement includes the Corporate Revolving Credit Facility that provides for up to $600.0 million, and Term Loan A and Farm Credit Term Loan, which provides for borrowings of $250.0 million and $350.0 million, respectively. The Senior Secured Facilities have been successfully syndicated. 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. Dole’s borrowings under these facilities and other borrowing arrangements are linked to both variable and fixed interest rates. Dole has entered into interest rate swaps in order to mitigate a significant portion of the interest rate risk associated with its variable-rate debt. Both cash and debt are denominated in various currencies, though primarily in the U.S. Dollar, euro, British pound sterling and Swedish krona. The Senior Secured Facilities are expected to provide long-term sustainable capitalization. See Note 12 “Debt” to the unaudited condensed consolidated financial statements included herein for additional detail on the Company’s debt. 55 Table of Contents Total Available Liquidity Total available liquidity (defined as cash and cash equivalents plus available lines of credit, which includes the borrowing capacity of revolving loans and similar facilities) is used by management to evaluate the amount of capital that is readily available to the Company. Total available liquidity as of June 30, 2026 and December 31, 2025 was as follows: June 30, 2026 December 31, 2025 (U.S. Dollars in thousands) Cash and cash equivalents $ 291,705 $ 267,854 Lines of credit 550,041 771,528 Total available liquidity $ 841,746 $ 1,039,382 In addition, Dole utilizes third-party trade receivables sales arrangements to help manage its liquidity. Certain arrangements contain recourse provisions through which our maximum financial loss is limited to a percentage of receivables sold under the arrangements. Total facility amounts under all third-party trade receivables sales arrangements are $285.0 million in the aggregate as of June 30, 2026. As of June 30, 2026, we had derecognized trade receivables related to non-recourse facilities and facilities with recourse provisions of $26.6 million and $255.0 million, respectively. As of December 31, 2025, we had derecognized trade receivables related to non-recourse facilities and facilities with recourse provisions of $24.2 million and $222.9 million, respectively. Commitments and Contingencies As of June 30, 2026, other than as described in Note 16 “Contingencies” to the unaudited condensed consolidated financial statements included herein, there were no material changes in our commitments, contractual arrangements or contingencies as compared to those in described in our Annual Report on Form 10-K. Refer to Note 16 “Contingencies” for further detail on Dole’s contingencies. Share Repurchase Program On November 7, 2025, the Board authorized the Share Repurchase Program, whereby we may repurchase up to $100.0 million in the aggregate of our Ordinary shares with no set expiration date. Shares may be repurchased from time to time through open-market transactions or other methods. The timing and volume of repurchases will be at the discretion of management and will be based on several factors including market conditions, available capital resources and alternative investment opportunities. Repurchases will be funded through operating cash flows or existing cash balances and availability under our Corporate Revolving Credit Facility. As the Share Repurchase Program does not obligate us to acquire any particular number of shares and can be suspended, modified or discontinued at any time, we cannot reasonably estimate the impact on our future cash flows or liquidity position. 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. As of June 30, 2026, approximately $85.4 million remained available for repurchase under the Share Repurchase Program. Critical Accounting Estimates The preparation of unaudited condensed consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses. The Company bases estimates on past experience and other assumptions that are believed to be reasonable under the circumstances, and management evaluates these estimates on an ongoing basis. Actual results may differ from those estimates. Critical accounting estimates are those that materially affect or could affect the unaudited condensed consolidated financial statements and involve difficult, subjective or complex judgments by management. A thorough understanding of these critical accounting estimates and their underlying nature, assumptions and inputs is essential when reviewing the unaudited condensed consolidated financial statements of the Company. Management believes that the areas of goodwill and indefinite-lived intangible assets, income taxes, and pension and other postretirement benefits are the most critical, as they involve the use of significant estimates and assumptions. There have been no material changes or additions to our critical accounting estimates identified above from those described in greater detail in our Annual Report on Form 10-K. 56 Table of Contents
There have been no material changes to the disclosures on this matter made in our Annual Report on Form 10-K.
There have been no material changes to the disclosures on this matter made in our Annual Report on Form 10-K.
Read original filing text →See Note 16 “Contingencies” to the unaudited condensed consolidated financial statements included herein for a description of legal proceedings, which is incorporated herein by reference.
See Note 16 “Contingencies” to the unaudited condensed consolidated financial statements included herein for a description of legal proceedings, which is incorporated herein by reference.
Read original filing text →Our business, financial condition or results of operations are subject to various risks and uncertainties, including those described in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K. These risks are not the only risks facing the Company, and additional risks…
Our business, financial condition or results of operations are subject to various risks and uncertainties, including those described in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K. These risks are not the only risks facing the Company, and additional risks and uncertainties not yet known or currently deemed to be immaterial could materially adversely affect our business, financial condition or future results. There have been no material changes from the risk factor information disclosed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K. 57 Table of Contents
Read original filing text →