BG Bunge Global SA - 10-K
0001628280-26-009842Year-over-year tone shift - average net-tone change across Risk Factors and MD&A vs the prior 10-K. This filing is -0.05pp more bearish than last year's.
Why YoY instead of absolute: the LM lexicon has ~6.6× more negative words than positive (legal/risk-disclosure language is heavy on hedging), so every 10-K reads bearish on raw tone. Year-over-year change strips that bias and surfaces the actual shift in management's framing.
Tone shift by section
The two components the gauge averages: how Risk Factors and MD&A each shifted in net tone versus last year's 10-K. The headline above is their average, so a green needle over a soft section just means the other section carried it.
Sentence-level sentiment highlighting with category and subcategory filters is coming once the snippet-scoring pipeline lands. For now, dig into the actual section text on the Sections tab.
Language change vs prior 10-K
Risk Factors (Item 1A) - words with the biggest YoY frequency increase- unable+1
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Risk Factors (Item 1A)
11,231 words
Item 1A. Risk Factors
Risk Factors
Our business, results of operations, cash flow, financial condition or prospects could be materially adversely affected by any of the risks and uncertainties described below. Additional risks not presently known to us, or that we currently deem immaterial, may also impair our financial condition and business operations. See "Cautionary Statement Regarding Forward Looking Statements."
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Risks Relating to Our Business and Industries
Adverse weather conditions, including as a result of climate change, may adversely affect the availability, quality and price of agricultural commodities and agricultural commodity products, as well as our operations, supply chains, and operating results.
Adverse weather conditions have historically caused volatility in the agricultural commodity industry and consequently in our operating results by causing crop failures or significantly reduced harvests, which may affect the supply and pricing of the agricultural commodities that we sell and use in our business, reduce demand for our fertilizer products, and negatively affect the creditworthiness of agricultural producers who do business with us.
Severe adverse weather conditions, such as hurricanes and severe storms, have historically and may in the future also result in extensive property damage, extended business interruption, personal injuries, and other loss and damage to us. Our operations also rely on dependable and efficient transportation services, including transportation by ocean vessel, river barges, rail, and truck. A disruption in transportation services as a result of weather conditions, such as low river levels following periods of drought, has historically and may in the future also have an adverse impact on our operations and related supply chains.
Additionally, the potential physical impacts of climate change are uncertain and may vary by region. These potential effects could include changes in rainfall patterns, water shortages, changing sea levels, changing storm patterns and intensities, shifts in agricultural production areas, changing temperature levels, increased frequency or severity of extreme weather events, and climatic volatility. The frequency and severity of the effects of climate change or weather patterns could increase and adversely impact our business operations and the location, costs and competitiveness of global agricultural commodity production and related storage and processing facilities, as well as the supply and demand for agricultural commodities, and may result in incidents of stranded physical assets. These effects could be material to our results of operations, liquidity, or capital resources.
The ongoing war between Russia and Ukraine may adversely affect our business, financial condition or results of operations.
We maintain operations in Ukraine. Ukraine forms part of a key international grain originating region and is also the world’s largest supplier of sunflower seed and sunflower oil, commodities that cannot be completely replaced from other origins. On February 24, 2022, Russia initiated a military offensive in Ukraine. Bunge’s Ukrainian operations at December 31, 2025 comprise four oilseed crushing facilities, located in Mykolaiv, Dnipropetrovsk, Kharkiv, and Vinnytsia, two export terminals in the Mykolaiv commercial seaport, and numerous grain elevators and offices throughout Ukraine. The Company also operates a corn milling facility and a grain export terminal in Ukraine via joint ventures. Assets and operations located in regions affected by the war are at a heightened risk of property damage, inventory loss, business disruption, and expropriation. Further, no material damage has been noted at any of Bunge’s Ukrainian facilities, however, due to safety concerns, it is not always possible to conduct onsite physical inspections of our Ukrainian facilities to understand the full extent of the impact of the war. As of December 31, 2025, total assets and total liabilities associated with Bunge's Ukrainian subsidiaries each comprise less than 2% of our consolidated Total assets and Total liabilities, respectively.
While as of the date of this Annual Report some of our Ukrainian employees have been forced to relocate to other areas within Ukraine or to other countries, our workforce remains largely intact. The ongoing war could cause additional harm to our employees and otherwise impair their ability to work for extended periods of time, which could have a material adverse effect on our operations. Disruption to the power grid, transportation routes, telecommunications systems, banks, and other critical infrastructure necessary to conduct business in Ukraine could also severely impair our Ukrainian operations. The scope, intensity, duration and outcome of the ongoing war is uncertain, and the continuation or escalation of the war may have a material adverse effect on Bunge’s assets, operations and financial condition.
In addition, the risk of cybersecurity incidents has increased in connection with the ongoing war, driven by justifications such as retaliation for the sanctions imposed in conjunction with the war, or in response to certain companies' continued operations in Russia. See "— Our information technology systems, processes and sites may suffer interruptions, security breaches or failures that may adversely affect our ability to conduct our business. "
Although we insure ourselves against many types of risks, including certain risks associated with the ongoing war, our level of insurance may not cover all losses we could incur. There could be a material adverse effect on our business, results of operations and financial condition if we are not able to adequately insure against the possible exposure we could experience as a result of the war. To the extent the current war adversely affects our business, it may also have the effect of heightening many other risks disclosed in this Item 1A, any of which could materially and adversely affect our business and results of operations.
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Due to the continuously evolving nature of the war, the potential impact that the war could have on these risk factors, and others that cannot yet be identified, remains uncertain. Even if the war moderates, or a resolution between Ukraine and Russia is reached, we expect that we will continue to experience ongoing financial and operational impacts resulting from the war for the foreseeable future as Ukraine rebuilds its economy and infrastructure.
We are subject to fluctuations in agricultural commodity and other raw material prices, energy prices, and other factors outside of our control that could adversely affect our operating results.
Prices for agricultural commodities and their by-products, including, among others, soybeans, corn, wheat, sugar and ethanol, like those of other commodities, are often volatile and sensitive to local and international changes in supply and demand caused by factors outside of our control, including farmer planting and selling decisions, currency fluctuations, inflation, government agriculture programs and policies (including tariffs), pandemics, governmental restrictions or mandates, global inventory levels, demand for biofuels, weather and crop conditions, and demand for and supply of competing commodities and substitutes. These factors may cause volatility in our operating results.
Additionally, our operating costs and the selling prices of certain of our products are sensitive to changes in energy prices. Our industrial operations utilize significant amounts of electricity, natural gas and coal, and our transportation operations are dependent upon diesel fuel and other petroleum-based products. Significant increases in the cost of these items, including as a result of the Ukraine-Russia war, and currency fluctuations could adversely affect our operating costs and results. We also sell certain biofuel products, such as ethanol, renewable diesel, and biodiesel, which are closely related to, or may be substituted for, petroleum products. As a result, the selling prices of ethanol, renewable diesel, and biodiesel can be impacted by the selling prices of oil, gasoline and diesel fuel. In turn, the selling prices of the agricultural commodities and commodity products that we sell, such as corn and vegetable oils that are used as feedstocks for biofuels, are also sensitive to changes in the market price for biofuels, and consequently world petroleum prices. Prices for petroleum products and biofuels are affected by market and geopolitical factors and government fuel policies, over which we have no control. Lower prices for oil, gasoline or diesel fuel could result in decreased selling prices for ethanol, renewable diesel, biodiesel and their raw materials, which could adversely affect our revenues and operating results.
Our business is seasonal, and our results may fluctuate depending on the harvest cycle of the crops upon which we rely and seasonal fluctuations related to the sale of our consumer products.
As with any agricultural business enterprise, our business operations are seasonal in nature. For example, there is a degree of seasonality in the growing season and procurement of our principal raw materials, such as soybeans, softseeds, and grains, however we typically do not experience material fluctuations in volume between the first and second half of the year since we are geographically diversified between the northern and southern hemispheres. In addition, certain of our consumer food products are influenced by holidays and other annual events. Seasonality could have a material adverse effect on our business and financial performance. In addition, our quarterly results may vary as a result of the effects of fluctuations in commodities prices, production yields, and costs.
We face intense competition in each of our businesses.
We participate in an intensely competitive industry with numerous global and regional competitors. Over the past few years, certain of our competitors have added oilseed processing and refining capacity in response to growing demand. Additionally, in conjunction with the recent increase in demand for renewable biodiesel feedstocks, we have experienced additional competition for refining capacity from traditional petroleum companies, particularly in the United States.
As many of the products we sell are global commodities, the markets for our products are highly price competitive, and in many cases also sensitive to product substitution. Additionally, the geographic location of assets can competitively advantage or disadvantage us with respect to our competitors in certain regions. We also face competition from changing technologies and shifting industry practices, such as increased on-farm crop storage in several regions, which allows producers to retain commodities for extended periods and increase price pressure on purchasers such as us.
To compete effectively, we must continuously focus on improving efficiency in our production and distribution operations, including through business optimization initiatives, developing and offering products that meet customer needs, optimizing our geographic presence in key markets, developing and maintaining appropriate market share and customer relationships, supporting socially responsible and sustainable corporate and business practices, and promoting our environmental stewardship.
We also compete for talent in our industries, particularly commercial personnel. Competition could cause us to lose market share and talented employees, exit certain lines of business, increase marketing or other expenditures, increase our raw material costs or reduce pricing, each of which could have an adverse effect on our business and profitability.
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We are vulnerable to the effects of supply and demand imbalances in our industries .
Historically, the market for some agricultural commodities and fertilizer products has been cyclical, with periods of high demand and capacity utilization stimulating new plant investment and the addition of incremental processing or production capacity by industry participants to meet the demand. The timing and extent of this expansion may then produce excess supply conditions in the market, which, until the supply/demand balance is again restored, negatively impacts product prices and operating results. During times of reduced market demand, we may suspend or reduce production at some of our facilities. If we are unable to efficiently manage available capacity at our facilities, it will have a negative effect on our profitability, including the profitability of our Bunge Chevron Ag Renewables joint venture ("Bunge Chevron JV"). The business and financial performance of the Bunge Chevron JV may be adversely affected if there is a significant decrease in demand for renewable diesel.
We are subject to global and regional economic downturns and related risks.
The level of demand for our products is affected by global and regional demographic and macroeconomic conditions, including population growth rates and changes in standards of living. A significant downturn in global economic growth, or recessionary conditions in major geographic regions, may lead to reduced demand for agricultural commodities and food products, which could adversely affect our business and results of operations. Further, deteriorating economic and political conditions in our major markets, such as inflation, increased unemployment, decreases in disposable income, declines in consumer confidence, uncertainty about economic stability, political unrest, wars or other armed conflicts, or economic slowdowns or recessions, could cause a decrease in demand for our products.
Additionally, weak global economic conditions and adverse conditions in global financial and capital markets, including fluctuating interest rates and constraints on the availability of credit, have in the past adversely affected, and may in the future adversely affect, the financial condition and creditworthiness of the financial institutions that serve as our lenders and as counterparties to the over-the-counter derivative instruments we use to manage risks and some of our customers, suppliers, and other counterparties, which in turn may negatively impact our financial condition and results of operations. See "Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations " and "Item 7A. Quantitative and Qualitative Disclosures About Market Risk " for more information.
Many of the raw materials that we use can be subject to periods of rapid and significant cost instability. Additionally, a slowdown in China's economy over a prolonged period, including as a result of tensions with the United States, or other western countries, population decline, the ongoing real estate crisis and other factors, could lead to reduced global demand for agricultural commodities. To the extent that such economic and political conditions negatively impact consumer and business confidence and consumption patterns or volumes, our business and results of operations could be significantly and adversely affected.
We are subject to economic, political, and other risks of doing business globally and in emerging markets.
We are a global business with a substantial majority of our assets and operations located outside the United States. In addition, our business strategies may involve expanding or developing our business in emerging market regions, including Eastern Europe, Asia-Pacific, the Middle East, and Africa. Due to the international nature of our business, we are exposed to various risks of international operations, including:
• adverse trade policies or trade barriers on agricultural commodities and commodity products;
• new and developing requirements related to GHG emissions and other climate change initiatives and workforce mandates;
• inflation, hyperinflation, and adverse economic effects resulting from governmental attempts to control inflation, such as the imposition of wage and price controls and higher interest rates. For example, while inflation rates in certain of the countries in which we operate have declined recently, many of the rates currently remain at the highest levels in decades, resulting in tighter monetary policies, including higher interest rates;
• changes in laws and regulations or their interpretation or enforcement in the countries in which we operate, including the effects of complying with Swiss tax law on us and our shareholders;
• difficulties in enforcing agreements or judgments and collecting receivables in foreign jurisdictions;
• exchange controls or other currency restrictions and limitations on the movement of funds, such as on the remittance of dividends by subsidiaries, most notably in Ukraine, Egypt, and Argentina;
• inadequate infrastructure and logistics challenges;
• sovereign risk and the risk of government intervention, including through expropriation, or regulation of the economy or natural resources, including restrictions on foreign ownership of land or other assets;
• the requirement to comply with a wide variety of laws and regulations that apply to international operations, including, without limitation, economic sanctions regulations, labor laws, import and export regulations, anti-corruption and anti-bribery laws, as well as other laws or regulations discussed in this "Item 1A. Risk Factors "
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section;
• challenges in maintaining an effective internal control environment with operations in multiple international locations, including language differences, varying levels of U.S. GAAP expertise in international locations and multiple financial information systems;
• changes in a country’s or region’s economic or political condition; and
• labor disruptions, civil unrest, significant political instability, coup attempts, wars or other armed conflict or acts of terrorism, such as the ongoing conflicts in the Middle East. See also " —The ongoing war between Russia and Ukraine may adversely affect our business, financial condition or results of operations."
These risks could adversely affect our operations, business strategies, and operating results.
As a result of our international operations, we are also exposed to currency exchange rate fluctuations. Changes in exchange rates between the U.S. dollar and other foreign currencies, particularly the Brazilian real , Canadian dollar , the euro , and Chinese yuan/renminbi affect our revenues and expenses that are denominated in local currencies, affect farm economics in those regions and may also have a negative impact on the value of our assets located outside of the United States.
Additionally, there continues to be a great deal of uncertainty regarding U.S. and global trade policies for companies with multinational operations like ours. In recent years, there has been an increase in populism and nationalism in various countries around the world and consequently historical free trade principles are being challenged. As we continue to operate our business globally, our success will depend, in part, on the nature and extent of any such changes and how well we are able to anticipate, respond to and effectively manage any such changes.
Government policies and regulations affecting the agricultural sector and related industries could adversely affect our operations and profitability.
Agricultural commodity production and trade flows are significantly affected by government policies and regulations. Governmental policies affecting the agricultural industry, such as taxes (including "windfall profits" taxes), tariffs, duties, subsidies, import and export restrictions, price controls on agricultural commodities, and energy policies (including biofuels mandates), can influence industry profitability, the planting of certain crops versus other uses of agricultural resources, the location and size of crop production, whether unprocessed or processed commodity products are traded, and the volume and types of imports and exports. Additionally, regulation of financial markets and instruments in the United States and internationally may create uncertainty as these laws are adopted and implemented and may impose significant additional risks and costs that could impact our risk management practices. Further, increases in food and fertilizer prices have in the past resulted in increased scrutiny of our industries under antitrust and competition laws in various jurisdictions and increase the risk that these laws could be interpreted, administered or enforced in a manner that could affect our operations or impose liabilities on us that could have a material adverse effect on our operating results and financial condition. Future governmental policies, regulations or actions impacting our industries may adversely affect the supply of, demand for, and prices of our products, restrict our ability to do business in existing and target markets, or engage in risk management activities and otherwise cause our financial results to suffer.
In addition, international trade disputes can adversely affect agricultural commodity trade flows by limiting or disrupting trade between countries or regions, particularly disputes involving the United States and China. For example, prior trade disputes between the United States and China have led, and may in the future lead to, both countries to implement tariffs on imported goods. An implementation of tariffs or additional tariffs on imports of U.S. agricultural products into China could result in the reinstatement or escalation of retaliatory tariffs on U.S. agricultural products by China. This has in the past led, and can in the future lead, to significant volatility in commodity prices, disruptions in historical trade flows and shifts in planting patterns in the United States and South America, which have presented challenges and uncertainties for our business. We cannot predict the impact that future trade policy or negotiated trade agreements could have on our business and operations. Additionally, failure to resolve any trade dispute between the countries may also lead to unexpected operating difficulties, enhanced regulatory scrutiny, greater difficulty transferring funds, and negative currency impacts.
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We may not realize the anticipated benefits of acquisitions, divestitures, or joint ventures.
We have been an active acquirer of other companies, including our recent Viterra Acquisition. We also have joint ventures with several partners, including the Bunge Chevron JV for manufacturing low lifecycle carbon intensity transportation fuels. Part of our strategy involves acquisitions, alliances and joint ventures designed to expand or optimize our portfolio of businesses. Our ability to benefit from acquisitions, joint ventures, and alliances depends on many factors, including our ability to identify suitable prospects, access funding sources on acceptable terms, negotiate favorable transaction terms, and successfully consummate and integrate any businesses we acquire. In addition, we proactively review our portfolio of businesses in order to identify opportunities to enhance shareholder value and may decide as a result of such reviews or otherwise, from time to time, to divest certain of our assets or businesses by selling them or entering into joint ventures, such as the divestiture of our 50% ownership share in BP Bunge Bioenergia in October 2024 and the div estiture of 40% of our Spanish operating subsidiary BISA in March 2025 . Our ability to successfully complete a divestiture will depend on, among other things, our ability to identify buyers that are prepared to acquire such assets or businesses on acceptable terms and to adjust and optimize our retained businesses following the divestiture.
Our acquisition, joint venture, or divestiture activities may involve unanticipated delays, costs, and other problems. If we encounter unexpected problems with acquisitions, joint ventures, or divestitures, our senior management may be required to divert attention away from other aspects of our businesses to address these problems. Additionally, we may fail to consummate proposed acquisitions, joint ventures or divestitures, after incurring expenses and devoting substantial resources, including management time, to such transactions.
Acquisitions also pose the risk that we may be exposed to successor liability relating to actions by an acquired company and its management before the acquisition. The due diligence we conduct in connection with an acquisition, the controls and policies we implement at acquired companies, and any contractual guarantees or indemnities that we receive from the sellers of acquired companies, may not be sufficient to protect us from, or compensate us for, actual liabilities. A material liability associated with an acquisition could adversely affect our reputation and results of operations and reduce the benefits of the acquisition. Additionally, acquisitions involve other risks, such as differing levels of management and internal control effectiveness at the acquired entities, systems integration risks, the risk of impairment charges relating to goodwill and intangible assets recorded in connection with acquisitions, the risk of significant accounting charges and expenses resulting from the completion and integration of a sizable acquisition, the need to fund increased capital expenditures and working capital requirements, our ability to retain and motivate employees of acquired entities, compliance and reputational risks and other unanticipated problems and liabilities. See the risk factors under the section entitled "Risks Relating to the Combined Company Following our Acquisition of Viterra" under this Item 1A for additional discussions on our recent Acquisition of Viterra.
Divestitures may also expose us to potential liabilities or claims for indemnification, as we may be required to retain certain liabilities or indemnify buyers for certain matters, including legal, environmental, or litigation matters associated with the assets or businesses that we sell. For example, we agreed to indemnify the buyer against future losses associated with certain legal claims in connection with the divestiture of BP Bunge Bioenergia. In connection with the sale of our Russian operations in 2023, we agreed to indemnify the buyer against certain existing legal claims related to the business. The magnitude of any such retained liability or indemnification obligation may be difficult to quantify at the time of the transaction and its cost to us could ultimately exceed the proceeds we receive for the divested assets or businesses. Divestitures also have other inherent risks, including possible delays in closing transactions (including potential difficulties in obtaining regulatory approvals), the risk of lower-than-expected sales proceeds for the divested businesses and unexpected costs or other difficulties associated with the separation of the businesses to be sold from our information technology systems and other management processes, including the loss of key personnel. Further, expected cost savings or other anticipated efficiencies or benefits from divestitures may also be difficult to achieve or maximize.
Additionally, we have several joint ventures and investments in which we have limited control over governance, financial reporting, and operations. As a result, we face certain operating, financial, and other risks relating to these investments, including risks related to the financial strength of our joint venture partners or their willingness to provide adequate funding for the joint venture, having differing objectives from our partners, the inability to implement some actions with respect to the joint venture's activities that we may believe are favorable if the joint venture partner does not agree, compliance risks relating to actions of the joint venture or our partners, and the risk that we will be unable to effectively work with or resolve disputes with the joint venture partner. As a result, these investments may contribute significantly less than anticipated to our earnings and cash flows.
We are subject to industry and other risks that could adversely affect our reputation and financial results.
We are subject to food and feed industry risks which include, but are not limited to, spoilage, contamination, tampering or other adulteration of products, product liability claims, and recalls. We are also subject to shifts in customer and consumer preferences, and concerns regarding the outbreak of disease associated with livestock and poultry, including avian or swine influenza. Also, a focus on climate change, deforestation, water, animal welfare and human rights concerns, and other risks
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associated with the global food system has led to, and may in the future lead to increased activism focusing on food companies and their suppliers, governmental intervention and consumer responses. These risks could adversely affect our, or our suppliers’, reputations and businesses and our ability to procure the materials we need to operate our business.
As a company whose products comprise staple food and feed products sold globally, as well as ingredients included in trusted food brands of our customers, maintaining a good corporate reputation is critical to our continued success. Reputational value is based in large part on perceptions, which can shift rapidly in response to negative incidents. The failure or alleged failure to maintain high standards for quality, safety, integrity, environmental sustainability, employee rights, and social responsibility, including with respect to raw materials and services obtained from suppliers, even if untrue, may result in tangible effects, such as reduced demand for our products, disruptions to our operations, increased costs and a loss of market share to competitors. Our reputation and results of operations could also be adversely impacted by changing consumer preferences and perceptions relating to some of the products we sell, such as with regard to the quantity and type of fats, sugars, and grains consumed, the changing perception of the benefits of seed oils, and concerns regarding genetically modified crops. Failure to anticipate, adapt or respond effectively to these trends or issues may result in material adverse effects on our business, financial condition, and results of operations.
We are subject to numerous laws and regulations globally, which could adversely affect our operating results.
Due to our global business operations, we are required to comply with numerous laws and regulations in the countries in which we operate. These laws and regulations include general business regulations, such as with respect to taxes, accounting, anti-corruption and fair competition, trade sanctions, product safety, and environmental matters, as well as those governing the manufacturing, production, handling, storage, transport, marketing and sale of our products. We are also required to comply with laws and regulations relating to facility licensing and permitting, food and feed safety, the handling and production of regulated substances, nutritional and labeling requirements, global trade compliance and other matters. Our operations and those of our suppliers are also subject to restrictions on land use in certain protected areas, forestry reserve requirements, and limitations on water use. In addition to liabilities arising out of our current and future operations for which we have ongoing processes to manage compliance with regulatory obligations, we may be subject to environmental liabilities for past operations at current facilities and in some cases to liabilities for past operations at facilities that we no longer own or operate. We may also be subject to liabilities for operations of acquired companies.
Our industrial activities can also result in serious accidents that could result in personal injuries, facility shutdowns, reputational harm to our business and/or the expenditure of significant amounts to remediate safety issues or repair damaged facilities. We may incur material costs or liabilities to comply with environmental, health and safety requirements. Any failure to comply with applicable laws and regulations may subject us to substantial fines, administrative sanctions, criminal penalties, revocations of operating permits and/or shutdowns of our facilities, litigation, and other liabilities, as well as damage to our reputation.
Due to the international scope of our operations, we are subject to a complex system of import- and export-related laws and regulations, including U.S. regulations issued by Customs and Border Protection, the Bureau of Industry and Security, the Office of Antiboycott Compliance, the Directorate of Defense Trade Controls and Office of Foreign Assets Control, as well as the counterparts of these agencies in other countries. Any alleged or actual violations may subject us to government scrutiny, investigation and civil and criminal penalties, and may limit our ability to import or export our products, or to provide services outside the United States. Furthermore, embargoes and sanctions imposed by the United States and other governments restricting or prohibiting sales to specific persons or countries or based on product classification may expose us to potential criminal or civil sanctions. We cannot predict the nature, scope or effect of future regulatory requirements to which our operations might be subject or in certain locations the manner in which existing laws might be administered or interpreted.
In addition, continued government and public emphasis in countries in which we operate on environmental issues, including climate change, conservation and natural resource management, have resulted in and could result in new or more stringent forms of regulatory oversight or other limitations on the agricultural industry, including increased environmental controls, land-use restrictions affecting us or our suppliers and other conditions that could have a material adverse effect on our business, reputation, financial condition and results of operations. For example, certain aspects of our business and the larger food production chain generate carbon emissions. A number of jurisdictions in which we operate have implemented or are in the process of implementing carbon pricing programs or regulations to reduce GHG emissions, including, but not limited to, the United States, Canada, Mexico, the European Union and its member states, and China. For example, the EUDR, which becomes effective in December 2026 requires companies trading in certain commodities, including palm oil and soy, as well as products derived from these commodities, to ensure these commodities and related products do not result from deforestation, forest degradation, or breaches of local laws after December 31, 2020 in order to sell such products in the European Union. The imposition of regulatory restrictions related to GHG emissions and conservation in many markets in which we operate, which may include limitations on GHG emissions, national emission reduction plans, requirements to make additional investments to modify our facilities, equipment and processes, other restrictions on industrial operations, taxes or fees on GHG emissions, and
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other measures, could affect land-use decisions, the cost of agricultural production and the cost and means of processing and transporting our products, which could adversely affect our business, cash flows, and results of operations. We are also subject to a number of sustainability disclosure frameworks, such as the CSRD in the European Union, and the Swiss non-financial reporting requirements and child labor due diligence and transparency, and the California Climate Accountability Package, and as certain regulators increasingly focus on climate change and other sustainability matters, we may become subject to new, more stringent sustainability disclosure frameworks. See "Item 1. Business-Government Regulation."
We are exposed to credit and counterparty risk relating to our customer and supplier counterparties in the ordinary course of business. In particular, we advance capital and provide other financing arrangements to farmers in Brazil and, as a result, our business and financial results may be adversely affected if these farmers are unable to repay the capital advanced to them.
We have various credit terms with customers, and our customers have varying degrees of creditworthiness, which exposes us to the risk of non-payment or other default under our contracts and other arrangements with them. In the event that we experience significant defaults on their payment obligations to us, our financial condition, results of operations, or cash flows could be materially and adversely affected.
In Brazil, where there have been limited third-party financing sources available to farmers, we provide financing to farmers from whom we purchase soybeans and other agricultural commodities through prepaid commodity purchase contracts and advances, which are generally intended to be short-term in nature and are typically secured by the farmer's crop and a mortgage on the farmer's land and other assets to provide a means of repayment in the potential event of crop failure or shortfall. As of December 31, 2025 and 2024, respectively, we had approximately $835 million and $478 million in outstanding prepaid commodity purchase contracts, and advances to farmers. We are exposed to the risk that the underlying crop will be insufficient to satisfy a farmer's obligation under the financing arrangements as a result of weather and crop growing conditions, and other factors that influence the price, supply and demand for agricultural commodities. In addition, any collateral held by us as part of these financing transactions may not be sufficient to fully protect us from loss.
We are a capital intensive business and depend on cash provided by our operations as well as access to external financing to operate and grow our business.
We require significant amounts of capital to operate our business and fund capital expenditures. Our working capital needs are directly affected by the prices of agricultural commodities, with increases in commodity prices generally causing increases in our borrowing levels. We are also required to make substantial capital expenditures to maintain, upgrade, and expand our extensive network of storage facilities, processing plants, refineries, mills, logistics assets, and other facilities to keep pace with competitive developments, technological advances and safety and environmental standards. Furthermore, the expansion of our business and pursuit of acquisitions or other business opportunities may require us to make significant investments into our business. Although we are selective with the capital expenditures and other investments we make, we may not realize the benefits of such capital expenditures and investments in the expected time frame, if at all.
The expansion of our business and pursuit of acquisitions or other business opportunities also may require access to significant amounts of capital. In connection with the Acquisition of Viterra, we incurred a substantial amount of indebtedness, including assuming indebtedness of Viterra. If we are unable to generate sufficient cash flows or raise sufficient external financing on attractive terms to fund these activities, including as a result of a tightening in the global credit markets, we may be forced to limit our operations and growth plans, which may adversely impact our competitiveness and, therefore, our results of operations. At December 31, 2025, Bunge had $9,065 million unused and available committed borrowing capacity comprising committed revolving credit facilities with a number of financial institutions. At December 31, 2025, our total debt balance was $14,051 million, which is a higher balance compared to recent years as a result of the Viterra Acquisition. Our debt levels could limit our ability to obtain additional financing, limit our flexibility in planning for, or reacting to, changes in the markets in which we compete, place us at a competitive disadvantage compared to our competitors that are less leveraged than we are, and require us to dedicate more cash on a relative basis to servicing our debt and less to developing our business. This may limit our ability to run our business and use our resources in the manner in which we would like. Furthermore, difficult conditions in global credit or financial markets, including increases in interest rates and diminished liquidity and credit availability, generally could increase the cost to finance our operations, adversely impact our ability to refinance maturing debt or the cost or other terms of such refinancing, or adversely affect the financial position of the lenders with whom we do business, which may reduce our ability to obtain financing for our operations. See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources. "
Access to credit markets and pricing of company debt is also dependent on maintaining appropriate credit ratings, and one of our financial objectives has been to maintain an investment grade credit rating. While our debt agreements do not have any credit rating downgrade triggers that would accelerate the maturity of our debt, reductions in our credit ratings would increase our borrowing costs and, depending on their severity, could impede our ability to obtain credit facilities or access the
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capital markets in the future on favorable terms, as well as impair our ability to compete effectively relative to competitors with higher credit ratings.
Our risk management strategies may not be effective.
Our business is affected by fluctuations in agricultural commodity prices, transportation costs, energy prices, interest rates, and foreign currency exchange rates. We engage in hedging transactions to manage these risks. However, our exposures may not always be fully hedged, and our hedging strategies may not be successful in minimizing our exposure to these fluctuations. In addition, our risk management strategies may seek to position our overall portfolio relative to expected market movements. While we have implemented a broad range of risk monitoring and control procedures and policies to mitigate potential losses, they may not in all cases be successful in anticipating a significant risk exposure and protecting us from losses that have the potential to impair our financial position. See "Item 7A. Quantitative and Qualitative Disclosures About Market Risk ".
The loss of, or a disruption in, our manufacturing and distribution operations or other operations and systems could adversely affect our business.
We are engaged in manufacturing and distribution activities on a global scale, and our business depends on our ability to execute and monitor, on a daily basis, a significant number of transactions across numerous markets or geographies. As a result, we are subject to the risks inherent in such activities, including industrial accidents, environmental events, fires, explosions, strikes and other labor or industrial disputes, disruptions in logistics or information systems, as well as natural disasters, pandemics, wars (including the Ukraine-Russia war and conflicts in the Middle East), acts of terrorism, and other external factors over which we have no control.
While we insure ourselves against many of these types of risks in accordance with industry standards, our level of insurance may not cover all losses. The potential effects of these conditions could have a material adverse effect on our business, results of operations, and financial condition.
Our information technology systems, processes and sites may suffer interruptions, security breaches or failures that may adversely affect our ability to conduct our business.
We rely on certain key information technology systems, some of which are dependent on services provided by third parties, to provide critical data and services for internal and external users, including procurement and inventory management, transaction processing, financial, commercial and operational data, human resources management, legal and tax compliance, and other information and processes necessary to operate and manage our business. If we or our third-party service providers do not respond or perform effectively in connection with a cybersecurity incident or system failure, our business may be impacted.
Increased global cybersecurity vulnerabilities, threats and more sophisticated and targeted cybersecurity attacks pose a potentially significant risk to the security of our information technology systems, networks and services, as well as the confidentiality, availability and integrity of our data and the confidential data of our employees, customers, suppliers and other third parties that we may hold. Such vulnerabilities include, among other things, social engineering threats and more sophisticated computer crime, including advanced persistent threats, zero-day vulnerability exploits, and cyberattacks utilizing emerging technologies, such as artificial intelligence ("AI") and machine learning. We have historically and may in the future incur significant costs in protecting against potential security breaches, cyber-based attacks, or other cybersecurity incidents. We and our third-party service providers are targeted by malicious actors and expect such incidents to continue and the frequency and severity of such attacks to increase. Additionally, while we have agreements with many of the third-party service providers regarding the restrictions and limitations on their use of our data in generative AI applications, there is a risk that our sensitive and proprietary data could be inadvertently or maliciously exposed by these service providers. While we have implemented cybersecurity and data protection measures, our efforts to minimize the risks and impacts of cyberattacks and protect our information technology systems may be insufficient and we may experience significant breaches or other failures or disruptions that could compromise our systems and the information we store and, ultimately, affect our business operations and results of operations. Additionally, hybrid or remote work arrangements among our employees and employees of our third-party providers present additional operational risks to our information technology systems, including, but not limited to, increased risks of cyberattacks and security breaches. We are also exposed to the risk of insider threat attacks. New technology that could result in greater operational efficiency, such as the rapid development and increased adoption of AI technology, may further expose our computer systems to the risk of cyberattacks, and may create the need for rapid modifications to our cybersecurity program to mitigate those risks.
In addition, political tensions, wars, or other military conflicts, and civil unrests also have an impact on the cybersecurity risk landscape. For example, cyberattacks against the Ukrainian government and other entities in the region, have increased in connection with the ongoing Ukraine-Russia war, driven by justifications such as retaliation for the sanctions imposed in conjunction with the war, or certain companies’ continued operations in Russia. It is possible that these attacks could have
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collateral effects on additional critical infrastructure and financial institutions globally. While we no longer have operations in Russia, we do have operations in the region that, along with our operations globally, could be adversely affected by these attacks, including cyber-based attacks against our information technology systems, or be at risk to collateral effects of such attacks. While we have taken actions to mitigate such potential risks, the proliferation of malware from the war into systems unrelated to the war, or cyberattacks against U.S. companies in retaliation for U.S. sanctions against Russia, or U.S. support of Ukraine, could also adversely affect our operations.
We have implemented security policies, training programs, measures and disaster recovery plans designed to prevent, detect and mitigate cyber-based attacks, and to protect the security and continuity of our networks and critical systems. We use encryption and authentication technologies designed to secure the transmission and storage of data and prevent access to our data and user data or accounts. In addition, we also conduct tests and assessments using independent third parties on a regular basis. We have also implemented data security measures on the use of generative AI, including blocking external generative AI tools within our IT environment and the rollout of an internal generative AI tool that does not share our data or train internal or external AI models. These measures, however, may not adequately prevent adverse events such as breaches or failures from occurring, or mitigate their severity if they do occur.
If our information technology systems are breached, damaged or fail to function properly due to any number of causes, such as security breaches or cyber-based attacks, systems implementation difficulties, catastrophic events or power outages, and our security, contingency disaster recovery, or other risk mitigation plans do not effectively mitigate these occurrences on a timely basis, we may experience a material disruption in our ability to manage our business operations and produce financial reports, as well as significant costs and lost business opportunities until they are remediated. Further, sensitive information related to our employees and clients may be compromised and we may suffer reputational harm. While we have insurance coverage designed to address certain aspects of cybersecurity risks in place, such insurance coverage may be insufficient to cover all losses or all types of claims that may arise, and we cannot be certain that insurance coverage will continue to be available to us on acceptable terms, or at all.
We are also subject to a variety of laws and regulations regarding data privacy, data protection, and data security, including laws related to the collection, storage, handling, use, disclosure, transfer, and security of personal information. Data privacy regulations continue to evolve, and non-compliance with such regulations, including as a result of adoption of emerging technologies, such as AI, could subject the Company to legal claims or proceedings, potential regulatory fines and penalties and damage to our reputation. These factors may adversely impact our business, results of operations, and financial condition, as well as our competitive position.
Changes in tax laws or exposure to additional tax liabilities could have a material impact on our financial condition and results of operations.
We are subject to income taxes as well as non-income taxes in various jurisdictions throughout the world. Tax authorities may disagree with certain positions we have taken and assess additional taxes, along with interest and penalties. We regularly assess the likely outcomes of these audits and assessments in order to assess the appropriateness of our tax assets and liabilities. However, the calculation of such liabilities involves significant judgment in the interpretation of complex tax regulations in many jurisdictions. Therefore, any dispute with a taxing authority may result in a payment or outcome that is significantly different from current estimates. There can be no assurance that we will accurately predict the outcomes of these audits and the actual outcomes of these audits could have a material impact on our consolidated earnings and financial condition in the periods in which they are recognized.
Additionally, changes in tax laws could materially impact our effective tax rate and the monetization of recoverable tax assets (indirect tax credits). For example, the Organization for Economic Cooperation and Development ("OECD") Base Erosion and Profit Shifting ("BEPS") initiative, which is supported by governments of certain major countries and jurisdictions, seeks to, among other things, ensure large multinational companies, like Bunge, pay a minimum level of tax on the income arising in each of the jurisdictions where they operate, could adversely impact our effective tax rate. BEPS did not have a material impact on our effective tax rate in 2025 and is not expected to have a material impact in 2026. Although there is uncertainty about the United States' continued involvement in these OECD initiatives, the efforts by the OECD and a number of other countries where we operate has resulted, and will continue to result, in additional mandatory disclosures, which will likely cause additional scrutiny of the Company's tax positions and potentially increased tax assessments.
Our operations are dependent on a wide array of third parties.
The success of our supply chain relies on the continued performance of a wide array of third parties. Suppliers, vendors, co-manufacturers, third-party outsourcers, warehousing partners, and transportation providers are among our critical business partners. Although we take steps to qualify and audit third parties with whom we do business, we cannot guarantee that all third parties will perform dependably or at all. It is possible that events beyond our control, such as financial issues, operational failures, labor issues, cybersecurity events, pandemics or other public health issues, or other systemic issues could impact our
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unaffiliated third parties. If our third parties fail to deliver on their commitments, introduce unplanned risk to our operations, such as exposing us to cybersecurity-related compromises, or are unable to fulfill their obligations, we could experience manufacturing challenges, shipment delays, increased costs, or lost revenue.
Our operations have been and may in the future be adversely impacted as a result of public health crises, pandemics, and epidemics.
Public health crises, pandemics and epidemics, have in the past adversely affected, and could in the future adversely affect our business, financial condition, and results of operations. Any outbreaks of new public health crises, pandemics, and epidemics and the related government responses may adversely affect our operations, facilities, health of our employees and consumers, as well as general commercial activity related to our supply chain and customer base. The extent to which we may be impacted by future outbreaks of public health crises, pandemics and epidemics is difficult to predict and will depend on many factors outside of our control. These factors include the timing, extent, trajectory and duration of any pandemic, the development, availability, distribution and effectiveness of vaccines and treatments, the imposition of protective public safety measures, and the impact of the pandemic on the global economy. To the extent any public health crisis, pandemic or epidemic adversely affects our business, results of operations, financial condition, and share price, it may also have the effect of heightening many of the other risks described in this Item 1A.
We are dependent on our executive management and other key personnel.
Our success depends on our executive management team and other key personnel with skills upon which our business depends, and our ability to effectively identify, attract, retain, and motivate high quality employees, and replace those who retire or resign. We believe that we have an experienced and highly qualified executive management team, and the loss of service of any one or more of these key personnel could have a significant adverse impact on our operations and our future profitability. Failure to retain and motivate our executive management team and to hire, retain, and develop other important personnel, which may be particularly challenging given the current dynamics in certain labor markets in which we operate, could generally impact other levels of our management and operations, as well as our ability to execute our strategies and may adversely affect our business and results of operations. Furthermore, Swiss law prohibits certain executive compensation practices, including sign-on bonuses and severance and takeover incentive or similar payments for our executive management team (except for pay during a notice period of up to 12 months), which may impair our ability to recruit for these positions.
Risks Relating to the Combined Company Following Our Acquisition of Viterra
We may fail to realize the anticipated benefits of the Acquisition, which could adversely affect the value of the registered shares.
The success of the Acquisition will depend, in part, on our ability to realize the anticipated benefits from combining the legacy businesses of Bunge and Viterra. Our ability to realize these anticipated benefits and cost savings is subject to certain risks including:
• Our ability to successfully combine the legacy businesses of Bunge and Viterra;
• Whether the combined businesses will perform as expected;
• The incurrence of indebtedness to finance the Acquisition and the need to dedicate a greater amount of cash flow from operations to make payments on our indebtedness; and
• The assumption of liabilities of Viterra.
If we are not able to successfully integrate and combine the legacy businesses of Bunge and Viterra within the anticipated time frame, or at all, the anticipated cost savings and other benefits of the Acquisition may not be realized fully or may take longer to realize than expected, the combined businesses may not perform as expected, and the value of Bunge shares may be adversely affected.
It is possible that the integration process could result in the loss of our key staff or Viterra’s key staff, the disruption of either or both company’s ongoing businesses, higher than expected integration costs and an overall post-completion integration process that takes longer than originally anticipated. Specifically, issues that must be addressed to realize the anticipated benefits of the Acquisition so the combined business performs as expected include, among other things:
• challenges and difficulties associated with managing the large, more complex, combined company and coordinating geographically dispersed organizations;
• identifying and adopting the best practices of the two organizations to position the combined business for future growth;
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• harmonizing the companies’ operating practices, reporting structure, staff development and compensation programs, internal controls and other policies, procedures and processes, including compliance by the acquired operations with generally accepted accounting principles in the United States and the documentation and testing of internal control procedures under Section 404 of the Sarbanes-Oxley Act;
• rebranding operations and addressing possible differences in business backgrounds, corporate cultures and management philosophies;
• consolidating and integrating the companies’ corporate, administrative and information technology infrastructure, including technologies, systems, and services;
• attracting, motivating, and retaining talent, including due to issues relating to the uncertainty and difficulty of integration, financial security, or a desire not to become team members of the combined business;
• diversion of management's attention or resources away from our operations or growth initiatives to integration;
• maintaining existing business relationships, building new relationships, and avoiding delays in entering into new relationships with prospective business partners; and
• identifying and eliminating redundant assets and expenses and consolidating locations of us and Viterra that are currently in close proximity to each other.
We have incurred, and will continue to incur significant integration-related costs in connection with the Acquisition and we may not be able to obtain the anticipated synergies of the combined company.
We have incurred, and will continue to incur significant integration-related fees and costs related to formulating and implementing integration plans, including facilities and systems consolidation costs and staff-related costs. We continue to assess the magnitude of these costs, and additional unanticipated costs may be incurred in the integration of Viterra into our business. Although we expect that the elimination of duplicative costs, as well as the realization of other synergies and efficiencies related to the integration of the businesses, may allow us to offset integration-related costs over time, this net benefit may not be achieved in the near term, or at all, and we may incur difficulties and delays in integrating Viterra’s business or fully realizing the anticipated cost synergies and other benefits expected from the Acquisition.
With the completion of the Acquisition, the market price for registered shares of the company may be affected by factors different from, or in addition to, those that historically have affected or currently affect the market prices of the registered shares.
The results of operations of the company may be affected by factors that are different from those currently affecting our results of operations. Additionally, our results of operations may also be affected by factors that are different from those historically affecting our or Viterra's results of operations prior to the closing of the Acquisition.
Certain Shareholders are able to exercise influence over the composition of the Board, matters subject to shareholder approval and/or our operations.
Glencore PLC ("Glencore"), Canada Pension Plan Investment Board ("CPP Investme nts"), and British Columbia Investment Management Corporation, shareholders of Viterra at the time of the acquisition, represent approximately 17%, 14% and 3%, respectively, of our outstanding registered shares, or in the aggregate approximately 34% of Bunge's outstanding registered shares as of December 31, 2025. At the closing of the Acquisition, we entered into shareholder's agreements with each of Glencore and CPP Investments, pursuant to which, among other things, each of Glencore and CPP Investments will have the right to designate:
• two individuals for nomination to the Board of Bunge so long as such shareholder continues to own at least 10% of the total outstanding registered shares; and
• one individual for nomination to the Board so long as such shareholder continues to own at least 5% but less than 10% of the outstanding registered shares.
As a result, Glencore and CPP Investments are able to influence the composition of our Board and thus, potentially, the outcome of corporate actions requiring shareholder approval, such as statutory mergers or the issuance of new shares where preemptive rights of shareholders are to be withdrawn, which require the affirmative vote of a majority of two-thirds of the voting rights represented at the general meeting of shareholders. This concentration of investment and voting power, in addition to our existing concentration of investment and voting power among certain large shareholders, could discourage others from initiating a potential merger, takeover or other change of control transaction that may otherwise be beneficial to Bunge and its shareholders, which could adversely affect the market price of registered shares.
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Risks Relating to the Registered Shares
The rights of our shareholders are governed by Swiss law, and it may be difficult to enforce judgments against us and our directors and officers.
The rights of our shareholders are governed by Swiss law and our articles of association (the "Articles of Association"). The rights of shareholders under Swiss law differ from the rights of shareholders of companies incorporated in other jurisdictions, including the United States and Bermuda, our domicile prior to the Redomestication. Swiss law reserves for approval by shareholders certain corporate actions over which a board of directors would have authority in some other jurisdictions. Any such actions for which our shareholders must vote will require that we file a proxy statement with the SEC and convene a meeting of shareholders, which would delay the timing to execute such actions. See Exhibit 4.2 for an overview of certain material terms and provisions of the Company’s registered shares.
Several of our directors and officers are non-residents of the United States, and a substantial portion of our assets and the assets of those directors and officers are located outside the United States. As a result, it may be difficult to effect service of process on those persons in the United States or to enforce judgments obtained in U.S. courts against us or those persons based on civil liability provisions of the U.S. securities laws. It is uncertain whether Swiss courts would enforce judgments of U.S. courts obtained in actions against Bunge Global or other persons that are predicated upon the civil liability provisions of U.S. federal securities laws or original actions brought against Bunge Global or other persons predicated upon the U.S. Securities Act of 1933, as amended ("Securities Act"). The enforceability in Switzerland of a foreign judgment rendered against Bunge Global or such other persons is subject to the limitations set forth in such international treaties by which Switzerland is bound and the Swiss Federal Private International Law Act. In particular, and without limitation to the foregoing, a judgment rendered by a foreign court may only be enforced in Switzerland if:
• such foreign court had jurisdiction,
• such judgment has become final and non-appealable,
• the court procedures leading to such judgment followed the principles of due process of law, including proper service of process, and
• such judgment does not violate Swiss law principles of public policy.
In addition, enforceability of a judgment by a non-Swiss court in Switzerland may be limited if Bunge Global can demonstrate that it or such other persons were not effectively served with process. We have been advised that the U.S. and Switzerland currently do not have a treaty providing for the reciprocal recognition and enforcement of judgments in civil and commercial matters. Some remedies available under the laws of U.S. jurisdictions, including some remedies available under the U.S. federal securities laws, would not be allowed in Swiss courts as they are contrary to Switzerland's public policy.
As a Swiss corporation, our flexibility will be limited with respect to certain aspects of capital management.
Swiss law regulates a corporation’s ability to hold or repurchase its own shares. We and our subsidiaries may only repurchase shares to the extent that sufficient freely available equity is available. The aggregate par value of our registered shares held by us and our subsidiaries may not exceed 10% of our stated share capital, unless our shareholders authorize (including through the capital band) the Board to repurchase registered shares in an amount in excess of 10% and the repurchased shares are dedicated for cancellation in order to effect a capital reduction.
Swiss law allows Bunge Global’s shareholders to authorize the Board to issue shares without additional shareholder approval. Under Bunge Global's current Articles of Association, this authorization is limited to (i) approximately 16% of Bunge Global’s stated share capital, representing up to 33,632,445 new shares (among other things, for purposes of issuing shares in connection with an acquisition or for raising new equity capital, subject to compliance with shareholders' preemptive rights, unless withdrawn for the reasons specified in the Articles of Association) (the "capital band"), and (ii) approximately 15% of Bunge Global’s stated share capital for the issuance of up to 19,371,537 new shares in connection with convertible or similar financial instruments and up to 12,914,357 new shares in connection with our equity incentive plans (the "conditional share capital"). The Board's authority to issue shares based on the capital band will expire on October 19, 2028 unless a renewal is approved by the shareholders. The Articles of Association, as a part of the capital band provision, further authorizes the Board to cancel or reduce the par value of up to 79,368,185 shares (including to cancel shares repurchased under Bunge Global's share repurchase program) until October 19, 2028.
Additionally, Swiss law grants existing shareholders preemptive rights to subscribe for newly issued shares and advance subscription rights to subscribe for convertible and similar financial instruments. Preemptive rights and advance subscription rights may be limited or withdrawn only for valid reasons. In connection with share issuances based on the capital band and the conditional share capital, the preemptive rights and the advance subscription rights may only be limited or withdrawn for the reasons specified in the Articles of Association.
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Swiss law also does not provide as much flexibility in the various terms that can attach to different classes of shares. Further, Swiss law also reserves for approval by shareholders many corporate actions, including the declaration and approval of dividends under certain circumstances. These Swiss law requirements relating to our capital management may limit our flexibility to swiftly implement certain initiatives or strategies, and situations may arise where greater flexibility would have provided substantial benefits to our shareholders.
Further, we are required, from time to time, to evaluate the carrying amount of our investments in affiliates, as presented on our Swiss standalone balance sheet. If we determine that the carrying amount of any such investment exceeds its fair value, we may conclude that such investment is impaired. Any recognized loss associated with such a non-cash impairment could result in our net assets no longer covering our statutory share capital and statutory capital reserves. Under Swiss law, if our net assets cover less than 50% of our statutory share capital and the non-distributable part of the statutory capital and profit reserves, the Board must take appropriate measures or, to the extent such measures fall within the competence of the general meeting of shareholders, convene a general meeting of shareholders for the approval of suitable measures for reorganization of the company, to remedy such a capital loss. Appropriate measures depend on the relevant circumstances and the magnitude of the recognized loss and may include seeking shareholder approval for offsetting the aggregate loss, or a portion thereof, with our statutory capital reserves, including qualifying capital contribution reserves otherwise available for distributions to shareholders, or raising new equity. Depending on the circumstances, we may also need to use qualifying capital contribution reserves available for distributions in order to reduce our accumulated net loss and such use might reduce our ability to make distributions without subjecting our shareholders to Swiss withholding tax.
We may not be able to make distributions or repurchase shares without subjecting you to Swiss withholding tax.
Under current Swiss law, distributions made out of qualifying capital contribution reserves recognized by the Swiss Federal Tax Administration or made in the form of a par value reduction are not subject to Swiss withholding tax. However, there can be no assurances that the Swiss withholding rules will not be changed in the future or that shareholders will approve a distribution out of qualifying capital contribution reserves recognized by the Swiss Federal Tax Administration or a reduction in par value for distributions. Further, over the long-term, the amount of par value and qualifying contribution reserves available for Bunge Global may be limited. If Bunge Global is unable to make a distribution out of qualifying capital contribution reserves or through a reduction in par value, then any dividend distributions paid by Bunge Global will generally be subject to a Swiss withholding tax at a rate of 35%. The withholding tax must be withheld from the gross distribution and paid to the Swiss Federal Tax Administration. A U.S. holder that qualifies for benefits under the Convention between the United States of America and the Swiss Confederation for the Avoidance of Double Taxation with Respect to Taxes on Income, which we refer to as the "U.S.-Swiss Treaty," may apply for a refund of the tax withheld in excess of the 15% treaty rate (or for a full refund in case of qualified pension funds). Switzerland currently has concluded more than 70 tax treaties with the same treatment regarding the refund of Swiss withholding taxes.
Under current Swiss law, repurchases of shares for the purposes of capital reduction are treated as a partial liquidation subject to 35% Swiss withholding tax on the difference between the par value plus qualifying capital contributions reserves and the repurchase price. Over the long-term, the amount of par value and qualifying contribution reserves available for Bunge Global may be limited. Bunge Global may follow a share repurchase process for future share repurchases, if any, whereby Swiss institutional investors purchase Bunge Global shares from you and then sell the shares to Bunge Global and apply for a refund of the Swiss withholding tax. However, if Bunge Global is unable to use this process successfully, Bunge Global may not be able to repurchase shares for the purposes of capital reduction without subjecting you to Swiss withholding taxes.
We have anti-takeover provisions in our Articles of Association that may discourage a change of control.
Our Articles of Association have provisions that could have an anti-takeover effect. Our Articles of Association has a capital band provision, according to which the Board is authorized, at any time until October 19, 2028, to limit or withdraw the preemptive rights of the existing shareholders in various circumstances. Under our capital band, the Board has authority to issue up to 33,632,445 new shares or to cancel or reduce the par value of up to 79,368,185 shares until October 19, 2028.
This provision, as well as any additional anti-takeover measures our Board could adopt in the future, could make it more difficult for a third party to acquire us, even if the third party's offer may be considered beneficial by many shareholders. As a result, shareholders may be limited in their ability to obtain a premium for their shares.
Language change vs prior 10-K
MD&A (Item 7) - words with the biggest YoY frequency increase- loss+13
- losses+8
- impairment+5
- unfavorable+4
- interruption+2
- gains+8
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- favorable+4
- improved+3
- stable+2
MD&A (Item 7)
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Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following should be read in conjunction with "Cautionary Statement Regarding Forward Looking Statements" and our combined consolidated financial statements and notes thereto included in Item 15 of this Annual Report on Form 10-K.
Operating Results
Factors Affecting Operating Results
Bunge Global SA, a Swiss company, together with its subsidiaries, is a premier agribusiness solutions company, connecting farmers to consumers and delivering essential food, feed and fuel to the world. The commodity nature of the Company's principal products, as well as regional and global supply and demand variations that occur as an inherent part of the business, make volumes an important operating measure. Accordingly, information is included in " Segment Overview and Results of Operations " that summarizes certain items in our consolidated statements of income and volumes by reportable segment. The common unit of measure for all reported volumes is metric tons.
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Effective in the third quarter of 2025, we changed our reportable segments to align with our new value chain operational structure as a result of the completion of the Acquisition of Viterra. See Note 26- Segment Information to our consolidated financial statements. We also enhanced our volume reporting to align with our new segment reporting structure and with the Company's primary income-generating activities. Volumes are now reported as follows:
• Soybean Processing and Refining volumes represent (1) oilseed volumes processed (crushed) during a period, which approximate sales volumes to third parties during the same reporting period (2) merchandised volumes, which represent sales volumes of soybeans to third-party customers during a reporting period and (3) a supplemental refined oil production volume, which will also be provided representing the total refined volume during a reporting period.
• Softseed Processing and Refining volumes represent (1) oilseed volumes processed (crushed) during a period, which approximate sales volumes to third parties during the same reporting period (2) merchandised volumes, which represent sales volumes of softseeds to third-party customers during a reporting period and (3) a supplemental refined oil production volume, which will also be provided representing the total refined volume during a reporting period.
• Other Oilseeds Processing and Refining volumes represent sales volumes to third-party customers.
• Grain Merchandising and Milling volumes represent sales volumes to third-party customers.
Further, effective January 1, 2025, Bunge is no longer separately presenting a Sugar and Bioenergy segment, as discussed in Note 26- Segment Information to our consolidated financial statements , nor presenting Core and Non-core segment results.
Corresponding prior period amounts have been recast to conform to the current period presentations described above.
Overview
Profitability in our reportable segments is affected by the availability and market prices of agricultural commodities, including oilseeds and grains, and the availability and costs of energy, transportation, and logistics services. Profitability in our processing and refining operations is also impacted by volumes procured, processed, refined, and sold and by capacity utilization rates. Availability of agricultural commodities is affected by many factors, including weather, farmer planting and selling decisions, plant diseases, governmental policies, and agricultural sector economic conditions.
Demand for our purchased and processed agricultural commodity products is affected by many factors, including global and regional economic and political conditions, changes in per capita income, the financial condition of our customers and their access to credit, worldwide consumption of food products, particularly pork and poultry, population growth rates, relative prices of substitute agricultural products, outbreaks of disease associated with livestock and poultry, and demand for renewable fuels produced from agricultural commodities and commodity products.
We expect that the factors described above will continue to affect global supply and demand for our agricultural commodity products for the foreseeable future. We also expect that, from time to time, imbalances will likely exist between oilseed processing and refining capacity and demand for oilseed products in certain regions, which impacts our decisions regarding whether, when, and where to purchase, store, transport, process, or sell these commodities, including whether to change the location of or adjust our own oilseed processing and refining capacity.
Additionally, price fluctuations and availability of agricultural commodities may cause fluctuations in our working capital, reflected in the level of inventories, accounts receivable, and outstanding borrowings over the course of a given year. For example, increased availability of commodities at harvest times often causes fluctuations in our inventories and borrowings. Increases in agricultural commodity prices will also generally cause our cash flow requirements to increase as our operations require increased use of cash and associated borrowings to acquire inventories and fund daily settlement requirements on exchange-traded futures that we use to hedge our physical inventories.
Soybean Processing and Refining
Our Soybean Processing and Refining segment is a globally integrated business principally involved in the purchase, storage, transportation, processing, distribution, refining, marketing, and sale of soybeans and soybean related products, as well as biodiesel and fertilizer production and distribution. We process soybeans into protein meals and crude and refined vegetable oils and fats, principally for the food, animal feed, and biofuel industries, through a global network of facilities. As described above, Soybean Processing and Refining volumes represent (1) oilseed volumes processed (crushed) during a period, which approximate sales volumes to third parties during the same reporting period (2) merchandised volumes, which represent sales volumes of soybeans to third-party customers during a reporting period and (3) a supplemental refined oil production volume, representing the total refined volume during a reporting period. The unit of measure for these volumes is metric tons as these businesses are linked to the commodity raw materials, which are their primary inputs.
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Softseed Processing and Refining
Our Softseed Processing and Refining segment is a globally integrated business principally involved in the purchase, storage, transportation, processing, distribution, refining, marketing, and sale of softseeds and softseed related products, as well as biodiesel production and distribution. As described above, Softseed Processing and Refining volumes represent (1) oilseed volumes processed (crushed) during a period, which approximate sales volumes to third parties during the same reporting period (2) merchandised volumes, which represent sales volumes of softseeds to third-party customers during a reporting period and (3) a supplemental refined oil production volume, which will also be provided representing the total refined volume during a reporting period. The unit of measure for these volumes is metric tons as these businesses are linked to the commodity raw materials, which are their primary inputs.
Other Oilseeds Processing and Refining
Our Other Oilseeds Processing and Refining segment is a globally integrated business principally involved in products of a specialty nature, including the purchase, storage, transportation, processing, distribution, refining, marketing, and sale of these related products. As described above, Other Oilseeds Processing and Refining volumes represent sales volumes to third-party customers. The unit of measure for these volumes is metric tons as these businesses are linked to the commodity raw materials, which are their primary inputs.
Grain Merchandising and Milling
Our Grain Merchandising and Milling segment involves the purchase, storage, transportation, distribution, and marketing of certain commodities primarily consisting of corn, wheat, barley, cotton, pulses, and sugar; activities also include the milling of wheat and sugar; and related services including ocean freight and financial services. As described above, Grain Merchandising and Milling volumes represent sales volumes to third-party customers. The unit of measure for these volumes is metric tons as these businesses are linked to the commodity raw materials, which are their primary inputs.
Viterra Acquisition
On July 2, 2025, we completed our previously announced Acquisition of Viterra. Pursuant to the terms of the business combination agreement, Viterra shareholders received approximately 65.6 million registered shares of Bunge, with an aggregate value of approximately $5.3 billion as of July 2, 2025 and approximately $1.9 billion in cash, in return for 100% of the outstanding equity of Viterra.
This section is inclusive of the results of operations of Viterra from the date of Acquisition, July 2, 2025. As such, the Acquisition of Viterra is frequently one of the primary drivers of the year-over-year variances discussed throughout this section.
Foreign Currency Exchange Rates
Due to the global nature of our operations, our operating results can be materially impacted by foreign currency exchange rates. Both translation of our foreign subsidiaries' financial statements and foreign currency transactions can affect our results. On a monthly basis, for subsidiaries whose functional currency is a currency other than the U.S. dollar, subsidiary statements of income and cash flows must be translated into U.S. dollars for consolidation purposes based on weighted-average exchange rates in each monthly period. As a result, fluctuations of local currencies compared to the U.S. dollar during each monthly period impact our consolidated statements of income and cash flows for each reported period (per quarter and year-to-date) and also affect comparisons between those reported periods. Subsidiary balance sheets are translated using exchange rates as of the balance sheet date with the resulting translation adjustments reported in our consolidated balance sheets as a component of Accumulated other comprehensive loss.
Additionally, we record transaction gains or losses on monetary assets and liabilities that are not denominated in the functional currency of the entity. These amounts are remeasured into their respective functional currencies at exchange rates as of the balance sheet date, with the resulting gains or losses included in the entity's statement of income and, therefore, in our consolidated statements of income as Foreign exchange (losses) gains - net.
We primarily use a combination of equity and intercompany loans to finance our subsidiaries. Intercompany loans that are of a long-term investment nature with no intention of repayment in the foreseeable future are considered permanently invested and as such are treated as analogous to equity for accounting purposes. As a result, any foreign currency translation gains or losses on such permanently invested intercompany loans are reported in Accumulated other comprehensive loss in our consolidated balance sheets. In contrast, foreign currency translation gains or losses on intercompany loans that are not of a permanent nature are recorded in our consolidated statements of income as Foreign exchange (losses) gains - net.
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Income Taxes
As a Swiss corporation, we are subject to corporate income tax at federal, cantonal, and communal levels on our Swiss income. Qualifying net dividend income and net capital gains on the sale of qualifying investments in subsidiaries are effectively exempt from federal, cantonal, and communal corporate income tax. Consequently, we expect dividends from our subsidiaries and capital gains from sales of investments in our subsidiaries to be exempt from Swiss corporate income tax. In addition, our subsidiaries, which operate in multiple tax jurisdictions, are subject to income taxes at various statutory rates ranging from 0% to 35%. The jurisdictions that significantly impact our effective tax rate are Argentina, Brazil, the Netherlands, Switzerland, and the United States. Determination of taxable income requires the interpretation of related and often complex tax laws and regulations in each jurisdiction in which we operate, and the use of estimates and assumptions regarding future events.
Non-U.S. GAAP Financial Measures
Total earnings before interest and taxes ("EBIT") is an operating performance measure used by Bunge’s management to evaluate reportable segment operating activities as well as Corporate and Other results. Bunge also uses Segment EBIT, Corporate and Other EBIT, and Total EBIT to evaluate the operating performance of Bunge’s reportable segments and Total reportable segments together with Corporate and Other activities. Segment EBIT is the aggregate of the EBIT of each of Bunge’s Soybean Processing and Refining, Softseed Processing and Refining, Other Oilseeds Processing and Refining, and Grain Merchandising and Milling reportable segments. Total EBIT is the aggregate of the EBIT of Bunge’s reportable segments, together with Corporate and Other activities. Bunge’s management believes Segment EBIT, Corporate and Other EBIT, and Total EBIT are useful measures of operating profitability since the measures allow for an evaluation of performance without regard to financing methods or capital structure. In addition, EBIT is a financial measure that is widely used by analysts and investors in Bunge’s industry. Total EBIT is a non-U.S. GAAP financial measure and is not intended to replace Net income attributable to Bunge shareholders, the most directly comparable U.S. GAAP financial measure. Further, Total EBIT excludes EBIT attributable to noncontrolling interests and EBIT attributable to discontinued operations and is not a measure of consolidated operating results under U.S. GAAP and should not be considered as an alternative to Net income or any other measure of consolidated operating results under U.S. GAAP. See the reconciliation of Net income attributable to Bunge shareholders to Total EBIT below.
2025 Overview
Net Income Attributable to Bunge Shareholders - For the year ended December 31, 2025, Net income attributable to Bunge shareholders was $816 million, a decrease of $321 million compared to a Net income attributable to Bunge shareholders of $1,137 million for the year ended December 31, 2024. The decrease was primarily due to lower Corporate and Other EBIT as well as higher net interest expense due to increased debt levels to finance the Viterra Acquisition, partially offset by higher Segment EBIT, as further discussed in the Segment Overview and Results of Operations section below, and lower income tax expense as discussed further below.
Net Income Attributable to Bunge Shareholders - Earnings Per Share - Diluted - For the year ended December 31, 2025, Net income attributable to Bunge shareholders - diluted, was $4.91 per share, a decrease of $3.08 per share, compared to $7.99 per share for the year ended December 31, 2024. The decrease is primarily due to lower Net income attributable to Bunge shareholders discussed above, as well as dilution from the issuance of registered shares as part of the Viterra Acquisition.
Total EBIT - For the year ended December 31, 2025, Total EBIT was $1,533 million, a decrease of $259 million compared to Total EBIT of $1,792 million for the year ended December 31, 2024. The decrease in Total EBIT for the year ended December 31, 2025 was primarily due to lower Corporate and Other EBIT, resulting from higher SG&A expense and a reduction in Other income - net due to the settlement of one of the Company’s U.S. defined benefit pension plans, an impairment charge related to certain long-term investments, and the absence of a prior year gain on the sale of Bunge's 50% ownership share in BP Bunge Bioenergia. This decrease was partially offset by higher Segment EBIT, resulting primarily from higher results in our Soybean Processing and Refining segment and a gain on the sale of Bunge's North America corn milling business recognized in our Grain Merchandising and Milling segment. The Segment Overview and Results of Operations section below provides further details, as well as, a reconciliation of Net income attributable to Bunge shareholders to Total EBIT.
Income Tax Expense - Income tax expense was $288 million for the year ended December 31, 2025 compared to income tax expense of $336 million for the year ended December 31, 2024. The decrease in income tax expense for the year ended December 31, 2025 was primarily due to lower pre-tax income and a net benefit on various outstanding tax matters. See Note 14- Income Taxes to our consolidated financial statements.
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Liquidity and Capital Resources – At December 31, 2025, working capital, which equals Total current assets less Total current liabilities, was $9,264 million, an increase of $741 million, compared to working capital of $8,523 million at December 31, 2024. The increase in working capital was primarily due to higher Inventories, Trade accounts receivables, and Other current assets, partially offset by higher Short-term debt, Trade accounts payable, Other current liabilities, and lower Cash and cash equivalents, as further discussed in the Liquidity and Capital Resources section below.
Segment Overview and Results of Operations
As described in " Factors Affecting Operating Results" , our operations are organized, managed, and classified into four reportable segments based upon their similar economic characteristics, nature of products and services offered, production processes, types and classes of customer, and distribution methods. Reportable operations comprise our Soybean Processing and Refining, Softseed Processing and Refining, Other Oilseeds Processing and Refining, and Grain Merchandising and Milling reportable segments.
Our remaining operations are not reportable segments, as defined by the applicable accounting standard, and are classified as Corporate and Other. Corporate and Other includes salaries and overhead for corporate functions, including acquisition and integration costs related to the Viterra Acquisition, that are not allocated to our individual reportable segments because the operating performance of each reportable segment is evaluated by the Company's chief operating decision maker exclusive of these items, as well as certain other activities including Bunge Ventures, the Company's captive insurance activities, accounts receivable securitization activities, and certain income tax assets and liabilities. Corporate and Other also includes historical results of Bunge's previously recognized Sugar and Bioenergy segment as discussed above.
A reconciliation of Net income attributable to Bunge shareholders to Total EBIT follows:
Year Ended
December 31,
(US$ in millions)
Net income attributable to Bunge shareholders
Interest income
Interest expense
Income tax expense
Loss from discontinued operations, net of tax
Noncontrolling interests' share of interest and tax
Total EBIT
Soybean Processing and Refining
Softseed Processing and Refining
Other Oilseeds Processing and Refining
Grain Merchandising and Milling
Segment EBIT
Corporate and Other EBIT
Total EBIT
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Reportable Segments
Soybean Processing and Refining
Year Ended
December 31,
(US$ in millions)
2025 Compared to 2024
% Change
2024 Compared to 2023
% Change
Volumes (in thousand metric tons)
Soybeans processed
Soybeans merchandised
Refined oil production
Net sales
Cost of goods sold
Selling, general and administrative expense
Foreign exchange losses – net
EBIT attributable to noncontrolling interests
Other income – net
Income (loss) from affiliates
Total Soybean Processing and Refining Segment EBIT
2025 Compared to 2024
Soybean Processing and Refining segment Net sales increased 14%, to $36,313 million for the year ended December 31, 2025. The increase was primarily due to Net sales contributions from the Acquisition of Viterra, in addition to overall higher prices in Argentina, which encouraged farmer selling and higher volumes of oilseeds merchandised in our global soybean distribution business. The increases were partially offset by lower prices in almost all other regions driven by relative price stabilization from a more balanced supply environment as well as lower processed volumes in Argentina due to a reduction in third-party tolling activity.
Cost of goods sold increased 13%, to $34,548 million for the year ended December 31, 2025. The net increase was primarily due to higher Net sales, partially offset by a reduction in mark-to-market losses.
Foreign exchange losses - net decreased 73%, to a loss of $35 million for the year ended December 31, 2025. The lower net loss in the current year is primarily the result of a weaker U.S. dollar on U.S. dollar-denominated loans payable in non-U.S. dollar functional currency operations, partially offset by losses resulting from unfavorable hedging and remeasurement results on monetary assets.
Other income - net decreased 75%, to $27 million for the year ended December 31, 2025. The decrease was primarily due to lower gains in Argentina related to foreign currency positioning compared to the prior year, as well as a $15 million reserve for expected credit losses related to certain loan guarantees for a minority investment in South America.
Income (loss) from affiliates increased 143%, to net income of $22 million for the year ended December 31, 2025. The increase was primarily due to improved results from our portfolio of equity method investments, particularly in South America, and a $19 million nonrecurring impairment charge in the prior period associated with a minority investment in North America.
Segment EBIT increased 40%, to $1,225 million for the year ended December 31, 2025. The net increase was primarily driven by improved results in our South American soybean processing and refining businesses and contributions from the Viterra Acquisition, partially offset by lower results in our North American processing and refining business. In addition, the increase is the result of a reduction in foreign currency losses and income from affiliates in the current period compared to losses from affiliates in the prior period as further described above. The increase was partially offset by the reduction in Other income - net further described above.
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2024 Compared to 2023
Soybean Processing and Refining segment Net sales decreased 12%, to $31,930 million for the year ended December 31, 2024. The decrease was primarily due to lower average sales prices experienced in almost all regions for our global soybean oilseed processing businesses, driven by relative price stabilization due to a more balanced supply and demand environment, in addition to overall lower volumes in our global soybean oilseed processing business. The above decreases were slightly offset by higher volumes in South America resulting from the non-recurrence of the prior year drought in Argentina and higher volumes of oilseeds merchandised in our global soybean origination business.
Cost of goods sold decreased 9%, to $30,516 million for the year ended December 31, 2024. The net decrease was primarily due to lower Net sales as described above. The decrease was partially offset by unfavorable mark-to-market results compared to the prior year.
Foreign exchange losses - net increased 313%, to a loss of $128 million for the year ended December 31, 2024. The net loss in 2024 was primarily the result of the impact of a stronger U.S. dollar on U.S. dollar-denominated loans payable in non-U.S. dollar functional currency operations. The loss was partially offset by net remeasurement gains on net monetary assets, excluding the impact of loans payable described above, as a result of U.S. dollar exposure in non-U.S. dollar functional currency operations.
EBIT attributable to noncontrolling interests, an expense when subsidiaries with noncontrolling interests generate earnings before interest and tax, versus income when subsidiaries with noncontrolling interests generate loss before interest and tax, decreased 89%, to an expense of $8 million for the year ended December 31, 2024. The decrease was due to less favorable results recognized by our less than wholly-owned subsidiary, Bunge Chevron Ag Renewables LLC.
Other income - net increased 108%, to income of $110 million for the year ended December 31, 2024. The increase was primarily due to gains in Argentina related to foreign currency positioning.
Income (loss) from affiliates decreased 467%, to a net loss of $51 million for the year ended December 31, 2024. The decrease was primarily due to unfavorable results from equity method investments in South America, as well as a $19 million impairment charge associated with a minority investment in North America.
Segment EBIT decreased 61%, to $872 million for the year ended December 31, 2024. The net decrease was primarily due to lower results across all businesses and regions, foreign exchange losses, and impairment charges incurred in the current year, as described above. This decrease was partially offset by an increase in Other income - net as highlighted above.
Softseed Processing and Refining
Year Ended
December 31,
(US$ in millions)
2025 Compared to 2024
% Change
2024 Compared to 2023
% Change
Volumes (in thousand metric tons)
Softseeds processed
Softseeds merchandised
Refined oil production
Net sales
Cost of goods sold
Selling, general and administrative expense
Foreign exchange gains (losses) – net
EBIT attributable to noncontrolling interests
Other expense – net
(Loss) income from affiliates
Total Softseed Processing and Refining Segment EBIT
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2025 Compared to 2024
Softseed Processing and Refining segment Net sales increased 62%, to $11,252 million for the year ended December 31, 2025. The increase was primarily due to Net Sales contributions from the Viterra Acquisition, in addition to higher average sales prices in our European business resulting from a drought in the region impacting the sunflower seed crop in the current year and higher prices in our global softseed distribution business. The above increases were partially offset by lower volumes for both oilseeds processed and oilseeds merchandised across all our legacy business.
Cost of goods sold increased 73%, to $10,575 million for the year ended December 31, 2025. The increase in Cost of goods sold was primarily due to higher Net sales as well as unfavorable mark-to-market results. In addition, the prior year included insurance recoveries for damaged property and business interruption related to our Ukrainian operations as a result of the Ukraine-Russia war.
Foreign exchange gains (losses) - net increased 393% to a gain of $79 million for the year ended December 31, 2025. The net gain in the current year is primarily the result of a weaker U.S. dollar on U.S. dollar-denominated loans payable in non-U.S. functional currency operations and net remeasurement gains on net monetary liabilities, excluding the impacts of loan payables described above, as a result of U.S. dollar exposure in non-U.S dollar functional currency operations.
Segment EBIT decreased 21%, to $521 million for the year ended December 31, 2025. The net decrease was primarily due to lower results in our legacy European and North American businesses, partially offset by the contribution from the Acquisition of Viterra as well as foreign currency gains as described above.
2024 Compared to 2023
Softseed Processing and Refining segment Net sales decreased 10%, to $6,951 million for the year ended December 31, 2024. The decrease was primarily due to lower average sales prices experienced in all regions, driven by relative price stabilization due to a more balanced supply and demand environment. The decrease was slightly offset by higher volumes in South America resulting from the non-recurrence of the prior year drought in Argentina along with higher volumes in our European softseed business primarily driven from increased activity at our Ukrainian facilities.
Cost of goods sold decreased 7%, to $6,097 million for the year ended December 31, 2024. The decrease in Cost of goods sold was primarily due to lower prices in all regions, as described in Net sales above and the non-recurrence of a prior year fixed asset impairment charge in North America. The decrease was also attributable to $1 million in insurance recoveries, related to certain previously damaged property, as well as a business interruption insurance recovery of $46 million related to our Ukrainian operations as a result of the Ukraine-Russia war, both of which were recognized in 2024. The decrease was partially offset by less favorable mark-to-market results in 2024 as well as the absence of mark-to-market gains from the recovery of inventory in Ukraine recognized in 2023.
Foreign exchange gains (losses) - net decreased 187%, to a loss of $27 million for the year ended December 31, 2024. The net loss in the current year was primarily due to the impact of a stronger U.S. dollar on U.S. dollar-denominated loans payable in non-U.S. dollar functional currency operations.
Segment EBIT decreased 38%, to $663 million for the year ended December 31, 2024. The decrease was primarily due to lower results in all businesses and regions, as well as foreign exchange losses.
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Other Oilseeds Processing and Refining
Year Ended
December 31,
(US$ in millions)
2025 Compared to 2024
% Change
2024 Compared to 2023
% Change
Volumes (in thousand metric tons)
Net sales
Cost of goods sold
Selling, general and administrative expense
Foreign exchange (losses) gains – net
EBIT attributable to noncontrolling interests
Other expense – net
Income (loss) from affiliates
Total Other Oilseeds Processing and Refining Segment EBIT
2025 Compared to 2024
Other Oilseeds Processing and Refining segment Net sales increased 12%, to $4,633 million for the year ended December 31, 2025. The increase was primarily due to higher sales prices in our tropical oils business due to stronger demand resulting from global biofuel mandates and import tariffs, partially offset by lower volumes.
Cost of goods sold increased 18%, to $4,256 million for the year ended December 31, 2025. The increase was primarily due to higher net sales in addition to unfavorable mark-to-market results.
EBIT attributable to noncontrolling interests, an expense when subsidiaries with noncontrolling interests generate earnings before interest and tax, versus income when subsidiaries with noncontrolling interests generate loss before interest and tax, decreased 61% to expense of $13 million resulting from less favorable results attributable to noncontrolling interests in our Loders joint venture primarily due to lower results in the Europe region from the competitive market environment.
Segment EBIT decreased 45%, to $118 million for the year ended December 31, 2025. The decrease was primarily due to lower results in our tropical oils business in addition to a decrease in EBIT attributable to noncontrolling interests, as described above.
2024 Compared to 2023
Other Oilseeds Processing and Refining segment Net sales decreased 2%, to $4,151 million for the year ended December 31, 2024. The decrease is due to lower sales prices in our tropical oils business, driven by a more balanced supply and demand environment and uncertainty related to U.S. biofuel policies. The decrease was partially offset by increased volumes in Asia due to higher demand for certain products driven by better pricing, as well as increased volumes in North America, primarily due to full year impact and higher capacity utilization at our refinery in Avondale, Louisiana.
Cost of goods sold decreased 6%, to $3,613 million for the year ended December 31, 2024. The decrease in Cost of goods sold was primarily due to lower prices, as described in Net sales above, in addition to more favorable mark-to-market results.
SG&A expenses decreased 9%, to $254 million for the year ended December 31, 2024. The decrease was primarily driven by the lack of recurring prior year accelerated amortization charges, related to the discontinuance of the Loders Croklaan trademark.
Segment EBIT increased 130%, to $216 million for the year ended December 31, 2024. The increase was primarily due to higher results in our tropical oils business as well as lower SG&A expenses as highlighted above. The increase was partially offset by unfavorable Foreign exchange (losses) gains - net, primarily driven by the devaluation of the Egyptian pound in the first quarter of 2024.
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Grain Merchandising and Milling
Year Ended
December 31,
(US$ in millions)
2025 Compared to 2024
% Change
2024 Compared to 2023
% Change
Volumes (in thousand metric tons)
Net sales
Cost of goods sold
Selling, general and administrative expense
Foreign exchange (losses) gains – net
EBIT attributable to noncontrolling interests
Other income – net
Income (loss) from affiliates
Total Grain Merchandising and Milling Segment EBIT
2025 Compared to 2024
Grain Merchandising and Milling segment Net sales increased 80%, to $18,128 million for the year ended December 31, 2025. The increase was primarily due to Net sales contributions from the Viterra Acquisition, in addition to higher sales prices and volumes in our global corn business, as well as higher volumes in our global wheat business as a result of higher demand across various regions for both businesses. The increase was partially offset by lower average sales prices in our global wheat business, in addition to the lack of recurring sales from our North American corn milling business that was divested in the second quarter of 2025 (see Note 2- Acquisitions and Dispositions to our consolidated financial statements).
Cost of goods sold increased 85%, to $17,520 million for the year ended December 31, 2025. The increase in Cost of goods sold was primarily due to higher Net Sales in addition to unfavorable mark-to-market results. In addition, the prior year included insurance recoveries for damaged property and business interruption related to our Ukrainian operations as a result of the Ukraine-Russia war.
Selling, general and administrative expenses increased 50% to $391 million for the year ended December 31, 2025. The increase was primarily due to the Viterra Acquisition.
Other income - net increased 309% to a gain of $331 million for the year ended December 31, 2025. The increase was primarily due to a $155 million gain on the sale of Bunge's North America corn milling business in the second quarter of 2025, in addition to gains in Argentina related to foreign currency positioning.
Segment EBIT increased 14%, to $465 million for the year ended December 31, 2025. The increase was primarily due to higher Other income - net, as described above, partially offset by higher Selling, general and administrative expense and lower results from our ocean freight and financial services businesses.
2024 Compared to 2023
Grain Merchandising and Milling segment Net sales decreased 12%, to $10,073 million for the year ended December 31, 2024. The decrease was primarily due to lower average sales prices in our global corn and wheat businesses as well as all businesses in our milling operations, in addition to lower volumes in our global wheat business. The decrease was partially offset by an increase in volumes in our global corn business, primarily due to fewer supply constraints compared to the prior period.
Cost of goods sold decreased 13%, to $9,458 million for the year ended December 31, 2024. The decrease was primarily due to lower Net sales as described above, as well as favorable mark-to-market results in 2024. The decrease was also attributable to $5 million in insurance recoveries, related to certain previously damaged property, as well as a business interruption insurance recovery of $6 million related to our Ukrainian operations as a result of the Ukraine-Russia war, both of which were recognized in 2024. The decrease was partially offset by the lack of mark-to-market gains from the recovery of inventory in Ukraine recognized in 2023.
Other income - net increased 145%, to $81 million for the year ended December 31, 2024. The increase was primarily due to gains in Argentina related to foreign currency positioning.
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Segment EBIT increased 36%, to $408 million for the year ended December 31, 2024. The increase was primarily due to more favorable results in our ocean freight business.
Corporate and Other
Year Ended
December 31,
(US$ in millions)
2025 Compared to 2024
% Change
2024 Compared to 2023
% Change
Net sales
Cost of goods sold
Selling, general and administrative expense
Foreign exchange (losses) gains — net
EBIT attributable to noncontrolling interests
Other (expense) income — net
(Loss) income from affiliates
Total Corporate and Other EBIT
2025 Compared to 2024
Corporate and Other EBIT decreased 117%, to a loss of $796 million for the year ended December 31, 2025. The decrease was primarily attributable to a $118 million loss recorded in Other (expense) income - net, related to the settlement of one of the Company’s US defined benefit pension plans and a $30 million impairment charge recorded in Other (expense) income - net, related to certain long-term investments held in Other non-current assets. The decrease was further attributable to the absence of a $195 million prior year gain on the sale of Bunge's 50% ownership share in BP Bunge Bioenergia, recorded in Other (expense) income - net. See Note 2- Acquisitions and Dispositions in the consolidated financial statements for further details regarding the Company's disposition of BP Bunge Bioenergia.
In addition, the decrease was attributable to an increase in SG&A expense resulting from the Acquisition of Viterra, partially offset by overall lower acquisition and integration costs associated with the Viterra Acquisition. The company recognized acquisition and integration costs within Corporate and Other EBIT of $223 million, and $244 million for the years ended December 31, 2025, and 2024, respectively.
2024 Compared to 2023
Corporate and Other EBIT decreased 3%, to a loss of $367 million for the year ended December 31, 2024. The decrease was primarily driven by a decrease in Income from affiliates and an increase in SG&A expense. The decrease in Income from affiliates was the result of less favorable results from Bunge's 50% ownership share in BP Bunge Bioenergia in 2024 compared to 2023, primarily resulting from a tax valuation allowance release in 2023, foreign exchange losses on U.S. dollar denominated debt in 2024, and lower margins in 2024. The increase in SG&A expense was the result of increased acquisition and integration costs associated with the Acquisition of Viterra. The company recognized acquisition and integration costs within Corporate and Other EBIT of $244 million, and $114 million for the years ended December 31, 2024, and 2023, respectively.
The EBIT decrease was partially offset by a $195 million gain, in 2024, on the sale of Bunge's 50% ownership share in BP Bunge Bioenergia, recorded in Other (expense) income – net, and 2023 impairment charges of $20 million, reported in Other (expense) income - net, related to a long-term investment and $16 million, reported in (Loss) income from affiliates, related to a minority investment in Australian Plant Proteins, a start-up manufacturer of novel protein ingredients. See Note 2- Acquisitions and Dispositions in the consolidated financial statements for further details regarding the Company's disposition of BP Bunge Bioenergia.
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Interest —A summary of consolidated interest income and expense follows:
Year Ended
December 31,
(US$ in millions)
2025 Compared to 2024
% Change
2024 Compared to 2023
% Change
Interest income
Interest expense
2025 Compared to 2024
Interest income increased 24%, to $202 million for the year ended December 31, 2025. Interest expense increased 33%, to $628 million for the year ended December 31, 2025. Higher interest income is the result of higher average balances in cash and cash equivalents in the first half of the current year as well as higher balances in marketable securities and other short-term investments related to funding strategies in Argentina in the current year. Higher interest expense is the result of higher debt levels to finance the Viterra Acquisition.
2024 Compared to 2023
Interest income increased 10%, to $163 million for the year ended December 31, 2024. Interest expense decreased 9%, to $471 million for the year ended December 31, 2024. Higher interest income is the result of higher balances in cash and cash equivalents for the year ended December 31, 2024. Lower interest expense is the result of lower interest rates.
Liquidity and Capital Resources
Our main financial objectives are to prudently manage financial risks, ensure consistent access to liquidity, and minimize cost of capital in order to efficiently finance our business and maintain balance sheet strength. We generally finance our ongoing operations with cash flows generated from operations, issuances of commercial paper, borrowings under various bilateral and syndicated revolving credit facilities, term loans, and proceeds from the issuance of senior notes. Acquisitions and long-lived assets are generally financed with a combination of equity and long-term debt.
Working Capital
As of December 31,
(US$ in millions, except current ratio)
Cash and cash equivalents
Trade accounts receivable, net
Inventories
Other current assets (1)
Total current assets
Short-term debt
Current portion of long-term debt
Trade accounts payable
Current operating lease obligations
Other current liabilities (2)
Total current liabilities
Working capital (3)
Current ratio (3)
(1) Comprises Time deposits under trade structured finance program, Assets held for sale and Other current assets.
(2) Comprises Letter of credit obligations under trade structured finance program, Liabilities held for sale and Other current liabilities.
(3) Working capital is defined as Total current assets less Total current liabilities; Current ratio represents Total current assets divided by Total current liabilities.
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Working capital was $9,264 million at December 31, 2025, an increase of $741 million from working capital of $8,523 million at December 31, 2024.
Cash and Cash Equivalents - Cash and cash equivalents were $1,135 million at December 31, 2025, a decrease of $2,176 million from $3,311 million at December 31, 2024. Cash balances are managed in accordance with our investment policy, the objectives of which are to preserve the principal value of our cash assets, maintain a high degree of liquidity, and deliver competitive returns subject to prevailing market conditions. Cash balances are typically invested in short-term deposits, money market funds, and commercial paper programs with highly-rated financial institutions and in U.S. government securities. Please refer to the Cash Flows section of this report, below, for details regarding the primary factors giving rise to the change in Cash and cash equivalents during the year ended December 31, 2025.
Trade accounts receivable, net - Trade accounts receivable, net were $3,870 million at December 31, 2025, an increase of $1,722 million from $2,148 million at December 31, 2024. The increase was primarily due to an increase of receivables outstanding as of December 31, 2025 from the Acquisition of Viterra and increased Net sales in the current period driven by factors described in the Segment Overview and Results of Operations section above.
Inventories - Inventories were $13,198 million at December 31, 2025, an increase of $6,707 million from $6,491 million at December 31, 2024. The increase was primarily due to increased inventory balances from the Acquisition of Viterra. In addition, the increase was due to higher volumes as well as slightly higher prices on certain commodities.
Readily marketable inventories ("RMI") comprise agricultural commodity inventories, such as soybeans, soybean meal, soybean oil, corn, softseeds, softseed oil, and wheat that are readily convertible to cash because of their commodity characteristics, widely available markets and international pricing mechanisms. Total RMI reported at fair value were $11,361 million and $5,224 million at December 31, 2025 and 2024 , respectively (see Note 5- Inventories, to our consolidated financial statements).
Other current assets - Other current assets were $6,188 million at December 31, 2025, an increase of $2,180 million from $4,008 million at December 31, 2024. The increase is primarily due to an increase of Other current assets as of December 31, 2025 from the Acquisition of Viterra. In addition, the increase was also attributable to an increase in secured advances to suppliers, net as improved market conditions in Brazil have led to an increase in new advances in the current period, an increase in marketable securities and other short term investments as a result of strategic investment opportunities in South America, higher assets held for sale related to our European margarines and spreads business (see Note 2- Acquisitions and Dispositions to our consolidated financial statements), and an increase in margin deposits. These increases were partially offset by lower unrealized gains on derivative contracts as a result of volatile commodity prices, the collection of an insurance recovery receivable related to the business interruption resulting from the Ukraine-Russia war (see Note 6- Other Current Assets to our consolidated financial statements), and a decrease in disposition receivable reflecting the collection of a deferred payment in connection with the sale of BP Bunge Bioenergia, partially offset by the recognition of a disposition receivable in connection with the sale of 40% of our interest in BISA, our Spanish operating subsidiary (see Note 2- Acquisitions and Dispositions to our consolidated financial statements).
Short-term debt - Short-term debt, including the Current portion of long-term debt, was $5,220 million at December 31, 2025, an increase of $3,676 million from $1,544 million at December 31, 2024. The higher Short-term debt level at December 31, 2025 compared to December 31, 2024 is primarily due to increased borrowings under one of our revolving credit facilities, the commercial paper program, and increased borrowings by operating companies on local bank facilities to fund working capital requirements, which includes additional Short-term debt outstanding as of December 31, 2025 from the Acquisition of Viterra. In addition, increased short-term debt levels resulted from an increase in the Current portion of long-term debt associated with two tranches of senior notes maturing in 2026, partially offset by the repayment of $600 million senior notes which matured in the current period.
Trade accounts payable - Trade accounts payable were $4,881 million at December 31, 2025, an increase of $2,104 million from $2,777 million at December 31, 2024. The increase in Trade accounts payable was primarily due to an increase in payables outstanding as of December 31, 2025 from the Acquisition of Viterra, higher inventory volumes, and slightly higher prices on certain commodities.
Other current liabilities - Other current liabilities were $4,527 million at December 31, 2025, an increase of $1,699 million from $2,828 million at December 31, 2024. The increase was primarily due to an increase of Other current liabilities outstanding as of December 31, 2025 from the Acquisition of Viterra. In addition, the increase is due to higher dividends payable (see Note 22- Equity to our consolidated financial statements), higher liabilities held for sale related to our European margarines and spreads business (see Note 2- Acquisitions and Dispositions to our consolidated financial statements), and contingent consideration related to our acquisition of ViOil (see Note 2- Acquisitions and Dispositions to our consolidated financial statements).
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Debt
As highlighted in Note 17- Debt and discussed further below, we utilize a variety of debt financing structures to maintain financial flexibility to meet our various financial objectives.
Revolving Credit Facilities —At December 31, 2025, we had $9,065 million unused and available committed borrowing capacity comprising committed revolving credit facilities. The following table summarizes these facilities for the years presented:
Committed
Capacity
Borrowings
Outstanding
Revolving Credit Facilities (1)
Maturities
December 31, 2025
December 31, 2025
December 31, 2024
$1.1 Billion 364-day Revolving Credit Agreement
$3.5 Billion Revolving Facility Agreement
$4.2 Billion Revolving Credit Agreement
$865 Million Revolving Credit Agreement
Total Revolving Credit Facilities
(1) See Note 17- Debt for further information on these programs.
Commercial Paper Program - The following table summarizes the facility as of the periods presented:
(US$ in millions)
Program
Capacity
Borrowings Outstanding
Commercial Paper Program (1)
December 31, 2025
December 31, 2025
December 31, 2024
$3 Billion Commercial Paper Program
(1) The short-term credit ratings of the commercial paper program require Bunge to keep same day unused committed borrowing capacity under its long-term committed credit facilities in an amount greater or equal to the amount of commercial paper issued and outstanding.
Short and long-term debt —
As of December 31,
US$ in millions
Short-term debt
Long-term debt, including current portion
Total debt
Year Ended December 31,
Average total debt outstanding
Our total debt increased by $7,813 million to $14,051 million at December 31, 2025, from $6,238 million at December 31, 2024, primarily due to an increase in short-term borrowings as described above and an increase in long-term debt, including current portion, resulting from the issuance of two tranches of senior notes for an aggregate principle amount of $1.3 billion in August 2025 and borrowings outstanding of $1.3 billion on term loans due in 2028 drawn in June 2025 to finance the Viterra Acquisition. In addition, in the third quarter of 2025, Bunge completed exchange offers which resulted in exchanging $1.92 billion of existing senior notes of Viterra for new notes issued by Bunge Limited Finance Corp ("BLFC"), a wholly owned finance subsidiary of Bunge, and completed the European consent solicitation to become the issuer and guarantor of a 700 million Euro aggregate principal amount of 1.000% senior unsecured note due 2028 originally issued by Viterra. These increases were partially offset by the repayment of $600 million senior notes which matured in the current period. See Note 17- Debt to our consolidated financial statements for further information.
From time to time, through our financing subsidiaries, we enter into bilateral short-term credit lines as necessary. At December 31, 2025, there were $900 million of borrowings outstanding under these bilateral short-term credit lines, compared
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to no borrowing outstanding at December 31, 2024. The increase in the current period is primarily to support working capital requirements as a result of the Acquisition of Viterra.
In addition, Bunge's operating companies had $2,083 million and $875 million in short-term borrowings outstanding from local bank lines of credit at December 31, 2025, and 2024, respectively, to support working capital requirements.
Registered Senior Notes — BLFC had the following outstanding debt securities (collectively referred to as the "BLFC Notes") registered under the requirements of the Securities Act of 1933, as amended, at December 31, 2025.
(US$ in millions)
Aggregate Principal Amount Outstanding
Balance Outstanding
2.00% Senior Notes due 2026
3.25% Senior Notes due 2026
4.90% Senior Notes due 2027
3.75% Senior Notes due 2027
4.10% Senior Notes due 2028
4.20% Senior Notes due 2029
4.55% Senior Notes due 2030
3.20% Senior Notes due 2031
2.75% Senior Notes due 2031
5.25% Senior Notes due 2032
4.65% Senior Notes due 2034
5.15% Senior Notes due 2035
Bunge unconditionally guarantees BLFC's obligations with respect to the BLFC Notes. Bunge's guarantees are unsecured and unsubordinated obligations of Bunge and rank equally with all other unsecured and unsubordinated obligations of Bunge. The guarantees provide that in the event of a default in payment of principal of, or interest on, BLFC Notes of a particular series, the holder of such series of senior debt securities may institute legal proceedings directly against Bunge to enforce the applicable guarantee without first proceeding against BLFC.
As a holding company, Bunge is dependent upon dividends, loans, or advances or other intercompany transfers of funds from its subsidiaries to meet its obligations, including its obligations under the guarantee. The ability of certain of its subsidiaries to pay dividends and make other payments to Bunge may be restricted by, among other things, applicable laws, as well as agreements to which those subsidiaries may be party. Therefore, the ability of Bunge to make payments with respect to the guarantee may be limited. The BLFC Notes effectively rank junior to all liabilities of Bunge's subsidiaries (other than BLFC). In the event of a bankruptcy, liquidation, or dissolution of a subsidiary (other than BLFC) and following payment of its liabilities, the subsidiary may not have sufficient assets remaining to make payments to Bunge as a shareholder or otherwise.
Credit Ratings —Bunge's debt ratings and outlook by major credit rating agencies at December 31, 2025 were as follows:
Short-term Debt (1)
Long-term Debt
Outlook
Standard & Poor's
Stable
Moody's
Baa1
Stable
Fitch
BBB+
Stable
(1) Short-term debt rating applies only to the commercial paper program with BLFC as the issuer.
Following the announcement of the Viterra Acquisition, all three rating agencies reviewed our credit ratings and published updated credit opinions on us, reflecting their views of the credit profile of the Company both on a standalone basis, and a pro-forma at closing basis. Recent rating agency actions include the following:
• Standard & Poor's upgraded Bunge’s credit rating to A- on July 2, 2025 and removed CreditWatch Positive outlook and assigned a Stable outlook;
• Standard & Poor's also assigned a A- issue-level rating to Bunge's outstanding $1 billion unsecured term loan due 2028 and Bunge's previously issued $2 billion Senior Notes;
• Moody’s upgraded Bunge’s long-term debt credit rating to Baa1 on August 1, 2024 with stable outlook; and affirmed the rating on July 28, 2025.
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• Fitch upgraded Bunge’s long-term debt credit rating to BBB+ on September 5, 2024 with stable outlook; and affirmed the rating on July 2, 2025.
Our debt agreements do not have any credit rating downgrade triggers that would accelerate maturity of our debt. However, credit rating downgrades would increase borrowing costs under our syndicated credit facilities (a credit rating upgrade, on the other hand, would reduce our borrowing cost) and, depending on their severity, could impede our ability to obtain credit facilities or access the capital markets in the future on competitive terms. A significant increase in our borrowing costs could impair our ability to compete effectively in our business relative to competitors with higher credit ratings.
Our credit facilities and certain senior notes require us to comply with specified financial covenants, including minimum current ratio, maximum debt to capitalization ratio, and limitations on secured indebtedness. We were in compliance with these covenants as of December 31, 2025.
Trade Receivable Securitization Program
Bunge and certain of its subsidiaries participate in a trade receivables securitization program (the "Program") with a financial institution, as administrative agent, and certain commercial paper conduit purchasers and committed purchasers (collectively, the "Purchasers"). The Program is designed to enhance our financial flexibility by providing an additional source of liquidity for our operations. As referenced in Note 4- Trade Accounts Receivable and Trade Receivable Securitization Program , the aggregate size of the program is $1.5 billion, with an accordion feature of $1 billion. The Program terminates on May 17, 2031; however, each committed purchaser's commitment to purchase trade receivables under the Program will terminate on December 15, 2026, with a feature that permits us to request 364-day extensions.
Under the Program's pledge structure, Bunge Securitization B.V. ("BSBV"), a consolidated bankruptcy remote special purpose entity, transfers certain trade receivables to the Purchasers in exchange for a cash payment up to the aggregate size of the Program. Bunge also retains ownership of a population of unsold receivables. BSBV agrees to guarantee the collection of sold receivables and grants a lien to the administrative agent on all unsold receivables. Collections on unsold receivables and guarantee payments are classified as operating activities in our consolidated statements of cash flows. Bunge’s risk of loss following the sale of the trade receivables is substantially the same and limited to the assets of BSBV, primarily comprised of unsold receivables pledged to the administrative agent.
Interest Rate Swap Agreements
We may use interest rate swaps in hedge accounting relationships and record the swaps at fair value in the consolidated balance sheets with changes in fair value recorded contemporaneously in earnings. Additionally, the carrying amount of the associated debt is adjusted through earnings for changes in fair value due to changes in benchmark interest rates. See Note 16- Derivative Instruments and Hedging Activities to our consolidated financial statements.
Equity
Total equity is set forth in the following table:
December 31,
(US$ in millions)
Registered shares
Additional paid-in capital (1)
Retained earnings
Accumulated other comprehensive loss
Treasury shares, at cost (2025—15,103,107 and 2024—21,318,307) (1)
Total Bunge shareholders' equity
Noncontrolling interests
Total equity
(1) In the fourth quarters of 2025 and 2024, Bunge Global SA cancelled 12,382,610 and 6,146,930 shares held in treasury totaling $1,045 million and $572 million, respectively. See Note 22- Equity to our consolidated financial statements.
Total Bunge shareholders' equity was $15,904 million at December 31, 2025 compared to $9,913 million at December 31, 2024. The increase was primarily due to Bunge stock issued as consideration in the Acquisition of Viterra of $5,340 million, $816 million of Net income attributable to Bunge shareholders, $567 million of income in Accumulated other comprehensive loss resulting from favorable foreign exchange translation adjustments, and a $240 million increase resulting
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from the sale of a redeemable noncontrolling interest in our Spanish operating subsidiary (see Note 2- Acquisitions and Dispositions to our consolidated financial statements) impacting both Additional paid-in capital and Accumulated other comprehensive loss. These increases were partially offset by share repurchases of $551 million and $502 million of declared dividends to shareholders, as described in Note 22- Equity to our consolidated financial statements.
Noncontrolling interests increased to $1,465 million at December 31, 2025 from $1,032 million at December 31, 2024 primarily due to acquired Noncontrolling interests of $441 million from the Acquisition of Viterra, $34 million of income from favorable foreign exchange translations adjustments in Accumulated other comprehensive loss, $24 million of Net income attributable to noncontrolling interests, and $32 million of contributions from noncontrolling interests. These increases were partially offset by an $89 million reduction on the acquisition of noncontrolling interest in Terminal de Granéis de Santa Catarina ("TGSC") (see Note 11- Investments in Affiliates and Variable Interest Entities to our consolidated financial statements).
Share repurchase program - As noted in Note 22- Equity, on November 13, 2024, Bunge Global SA's Board approved the expansion of an existing share repurchase program by an additional $500 million bringing total authorizations under the program since inception to $2.7 billion. The program continues to have an indefinite term. As of December 31, 2025, a total of 26,417,080 shares were repurchased under the program for $2.5 billion with an aggregate purchase authorization of approximately $249 million remaining outstanding for repurchases under the program. During the twelve months ended December 31, 2025, Bunge repurchased 6,749,341 shares for $551 million.
Cash Flows
Year ended December 31,
(US$ in millions)
Cash provided by operating activities
Cash used for investing activities
Cash provided by (used for) financing activities
Effect of exchange rate changes on cash and cash equivalents and restricted cash
Net (decrease) increase in cash and cash equivalents and restricted cash
Our cash flows from operations vary depending on, among other items, Net income and the market prices and timing of the purchase and sale of our inventories. Generally, during periods when commodity prices are rising, our agribusiness operations require increased use of cash to support working capital to acquire inventories and fund daily settlement requirements on exchange traded futures that we use to minimize price risk related to the purchase and sale of our inventories.
2025 Compared to 2024
For the year ended December 31, 2025, our cash and cash equivalents and restricted cash decreased $2,162 million, compared to an increase of $705 million for the year ended December 31, 2024.
Operating: Cash provided by operating activities was $844 million for the year ended December 31, 2025, compared to $1,900 million for the year ended December 31, 2024, a decrease of $1,056 million. The decrease was primarily due to lower reported net income during the year ended December 31, 2025 compared to the year ended December 31, 2024 as discussed in the Segment Overview and Results of Operations section above as well as an overall reduction to net changes in working capital driven by the drivers discussed in Working Capital section above.
Certain of our non-U.S. operating subsidiaries are primarily funded with U.S. dollar-denominated debt, while currency risk is hedged with U.S. dollar-denominated assets. The functional currency of our operating subsidiaries is generally the local currency. The financial statements of our subsidiaries are calculated in the functional currency, and when the local currency is the functional currency, translated into U.S. dollars. U.S. dollar-denominated loans are remeasured into their respective functional currencies at exchange rates at the applicable balance sheet date. Also, certain of our U.S. dollar functional operating subsidiaries outside the U.S. are partially funded with local currency borrowings, while the currency risk is hedged with local currency denominated assets. Local currency loans in U.S. dollar functional currency subsidiaries outside the U.S. are remeasured into U.S. dollars at the exchange rate on the applicable balance sheet date. The resulting gain or loss is included in our consolidated statements of income as Foreign exchange (losses) gains - net. For the year ended December 31, 2025, we recorded a foreign currency gain on net debt of $216 million largely due to the strengthening of the Brazilian real in the current year versus a foreign currency loss on net debt for the year ended December 31, 2024 of $174 million, which were included as adjustments to reconcile Net income to Cash provided by operating activities in the line item "Foreign exchange (gain) loss on net debt" in our consolidated statements of cash flows. This adjustment is required as the gains and losses are non-cash items that arise from financing activities and therefore will have no impact on cash flows from operations.
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Investing: Cash used for investing activities was $5,227 million for the year ended December 31, 2025 compared to $1,114 million for the year ended December 31, 2024, an increase of $4,113 million. The increase was primarily due to cash payments for the Acquisition of Viterra, net of cash acquired, of $4,116 million in addition to payments for the acquisition of ViOil, as well as higher payments for investments, as a result of certain cash deployment strategies in Argentina, lower proceeds in the current year compared to the prior year from the sale of our investment in affiliate, BP Bunge Bioenergia, and higher spend on capital projects. The increase was partially offset by the current period receipts of $470 million in proceeds from the sale of Bunge's corn milling business in North America and $457 million, net of cash, related to the EU Oilseeds divestment, both as further described in Note 2- Acquisitions and Dispositions to our consolidated financial statements, as well as higher proceeds from investments, due to the cash deployment strategies described above.
Financing: Cash provided by financing activities was $2,229 million for the year ended December 31, 2025 compared to cash used for financing activities of $90 million for the year ended December 31, 2024, an increase of $2,319 million. The increase was primarily due to an increase in net cash proceeds of short and long-term debt of $1,679 million resulting from our use of our revolving credit facilities, the commercial paper program, and draws on long term debt facilities to both fund the Acquisition of Viterra, as well as for current and future working capital requirements. Additionally, the increase was due to $206 million in proceeds received from the sale of redeemable noncontrolling interest related to our Spanish operating subsidiary (see Note 2- Acquisitions and Dispositions to our consolidated financial statements) in addition to less cash used for share repurchases in the current period compared to the prior period. These increases were partially offset by higher cash dividends and an $18 million payment for the acquisition of noncontrolling interest in TGSC (see Note 11- Investments in Affiliates and Variable Interest Entities to our consolidated financial statements).
For a comparison of cash flows for the fiscal years ended December 31, 2024 and 2023, see Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of Bunge Global SA's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 20, 2025.
Capital Expenditures
Our cash payments made for capital expenditures were $1,723 million and $1,376 million for the years ended December 31, 2025 and 2024, respectively. The increase in capital expenditures compared to the prior year was primarily due to higher spend on capital projects in North America and additional spend as a result of the Acquisition of Viterra. We intend to make capital expenditures in the range of $1.5 billion to $1.7 billion in 2026. Our priorities for 2026 are to maintain the cash generating capacity of our assets through non-discretionary projects, such as maintenance, safety and compliance, as well as discretionary investments in growth and productivity projects, focusing on our strategy to strengthen our oilseeds platform, increase participation in biofuels and plant-based proteins, and grow our value-added oils business. These discretionary and non-discretionary capital investments will also help us achieve certain of our environmental and sustainability related objectives. We intend to fund these capital expenditures primarily with cash flows from operations and cash on hand.
Off-Balance Sheet Arrangements
Guarantees and Indemnifications
Please refer to Note 20- Commitments and Contingencies to our consolidated financial statements included as part of this Annual Report on Form 10-K for details concerning our off-balance sheet arrangements related to guarantees and indemnifications.
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Contractual Obligations
The following table summarizes our scheduled contractual obligations and their expected maturities at December 31, 2025, and the effect such obligations are expected to have on our liquidity and cash flows in the future periods indicated.
Payments due by period
(US$ in millions)
Total
2031 and thereafter
Short-term debt
Long-term debt, including current portion (1)
Variable interest rate obligations
Interest obligations on fixed rate debt
Non-cancelable lease obligations (2)
Capital commitments
Freight supply agreements (3)
Inventory purchase commitments
Power supply purchase commitments
Other commitments and obligations (4)
Total contractual cash obligations (5)
(1) Includes components of long-term debt attributable to unamortized premiums of $116 million and excludes components of long-term debt attributable to fair value hedge accounting of $128 million.
(2) Represents future minimum payments under non-cancelable leases with initial terms of one year or more. Minimum lease payments have not been reduced by minimum sublease income receipts of $73 million due in future periods under non-cancelable subleases.
(3) Represents purchase commitments for voyage and time on ocean freight vessels and railroad freight lines for the purpose of transporting agricultural commodities. The ocean freight service agreements are short term contracts with a duration of less than a year. Ocean freight service agreements with terms in excess of one year are included in non-cancelable lease obligations. The railroad freight service agreements require a minimum monthly payment regardless of the actual level of freight services used. The costs of our freight supply agreements are typically passed through to our customers as a component of the prices we charge for our products. However, changes in the market value of such freight services compared to the rates at which we have contracted them may affect margins on the sales of agricultural commodities.
(4) Represents other purchase commitments and obligations, such as take-or-pay contracts, throughput contracts, and debt commitment fees.
(5) Does not include estimated payments of liabilities associated with uncertain income tax positions. As of December 31, 2025, Bunge had uncertain income tax liabilities of $77 million, including interest and penalties. At this time, we are unable to make a reasonably reliable estimate of the timing of payments in individual years in connection with these tax liabilities; therefore, such amounts are not included in the above contractual obligations table. See Note 14- Income Taxes to our consolidated financial statements.
Employee Benefit Plans
We expect to contribute $19 million to our defined benefit pension plans and $6 million to our postretirement benefit plans in 2026. In the fourth quarter of 2025, we settled the U.S. Pension Plan through a lump sum buyout and conversion of a previously acquired third-party insurance buy-in contract to a buy-out arrangement. In connection with the settlement, the Company realized a pre-tax settlement loss of $118 million within Other income - net on the consolidated statements of income, comprising a $6 million settlement of the related defined benefit plan obligations, as well as the reclassification of $124 million from Accumulated other comprehensive loss. See Note 18- Employee Benefit Plans for further information.
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Critical Accounting Policies and Estimates
Our accounting policies are more fully described in Note 1- Nature of Business, Basis of Presentation and Significant Accounting Policies to our consolidated financial statements included as part of this Annual Report on Form 10-K. As disclosed in Note 1, the preparation of financial statements in conformity with U.S. GAAP requires management to make substantial judgments or estimates in their application that may significantly affect reported amounts in the consolidated financial statements and accompanying notes. Actual results could differ significantly from those estimates. We believe the following discussion addresses our most critical accounting policies, which are those that are most important to the portrayal of our financial condition and results of operations and require management's most difficult, subjective and complex judgments.
Foreign Currency Transactions and Translation of Foreign Currency Financial Statements
Our reporting currency is the U.S. dollar. The functional currency of the majority of our foreign subsidiaries is their local currency. The determination of functional currency may require significant judgment to identify the currency of the primary economic environment in which a subsidiary operates. This may include an evaluation of a number of economic factors including cash flow, sales price, sales market, expense, and financing indicators, as well as the extent of the subsidiary’s intra-entity transactions. However, in accordance with U.S. GAAP, if a foreign entity's economy is determined to be highly inflationary, then such foreign entity's financial statements are remeasured as if the functional currency were the reporting currency.
Monetary assets and liabilities denominated in currencies other than the functional currency are remeasured into their respective functional currencies at exchange rates in effect at the balance sheet date. The resulting exchange gain or loss is included in our consolidated statements of income as Foreign exchange (losses) gains - net unless the remeasurement gain or loss relates to an intercompany transaction that is of a long-term investment nature and for which settlement is neither planned nor anticipated in the foreseeable future, in which case the remeasurement gain or loss is reported as a component of Accumulated other comprehensive loss in our consolidated balance sheets.
At period-end, amounts included in the consolidated statements of income, comprehensive income, cash flows, and changes in equity are translated using average exchange rates during each period. Assets and liabilities are translated at period-end exchange rates and resulting foreign currency translation adjustments are recorded in the consolidated balance sheets as a component of Accumulated other comprehensive loss.
Inventories and Commodity Derivatives
Our RMI, forward RMI purchase and sale contracts, and exchange-traded futures and options are primarily valued at fair value. RMI are freely-traded, have quoted market prices, may be sold without significant additional processing and have predictable and insignificant disposal costs (see Note 5- Inventories to our consolidated financial statements for RMI balances as of December 31, 2025). We estimate the fair values of commodity inventories and forward purchase and sale contracts on these inventories based on commodity futures exchange quotations, broker or dealer quotations, or market transactions in either listed or over-the-counter ("OTC") markets with appropriate adjustments for differences in local markets where our inventories are located. Certain inventories may utilize significant unobservable data related to local market adjustments to determine fair value. The significant unobservable inputs for RMI and physically-settled forward purchase and sale contracts relate to certain management estimates regarding transportation costs and other local market or location-related adjustments, primarily freight-related adjustments in the interior of Brazil and the lack of market corroborated information in Canada. In both situations, we use proprietary information such as purchase and sale contracts and contracted prices to value freight, premiums, and discounts in our contracts. Counterparty credit and performance risk on forward commodity purchase and sale contracts is included in the determination of fair value. From time to time, we have experienced instances of counterparty non-performance as a result of significant declines in counterparty profitability under these contracts due to movements in commodity prices between the time the contracts were executed and the contractual forward delivery period. However, based on historical experience with our suppliers and customers, our own credit risk, and knowledge of current market conditions, we do not view non-performance risk to be a significant input to fair value for the majority of our forward commodity purchase and sale contracts.
Changes in the fair values of these inventories and contracts are recognized in our consolidated statements of income as a component of Cost of goods sold. If we used different methods or factors to estimate fair values, amounts reported as Inventories and Unrealized gains and losses on derivative contracts in the consolidated balance sheets and Cost of goods sold in the consolidated statements of income could differ. Additionally, if market conditions change subsequent to year-end, amounts reported in future periods as Inventories, Unrealized gains and losses on derivative contracts, and Cost of goods sold could differ. See Note 15- Fair Value Measurements to our consolidated financial statements for further details of commodity inventories and forward purchase and sale contracts on these inventories carried at fair value.
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Derivatives - Designated Hedging Activities
We manage currency risk on certain forecasted purchases, sales and selling, general and administrative expenses with currency forwards designated as cash flow hedges a nd we utilize cross-currency swaps to manage currency risk on foreign currency-denominated debt . Assuming normal market conditions, the change in the market value of such derivative instruments has historically been, and is expected to continue to be, highly effective at offsetting changes in the cash flows of the hedged item attributable to changes in currency exchange rates. Gains and losses arising from open and closed hedging transactions are deferred in Accumulated other comprehensive loss, net of applicable income taxes, and recognized as a component of earnings in the consolidated statement of income in the same caption as the hedged items when the hedged item is recognized in earnings. If it is determined that the derivative hedging instruments are no longer effective at offsetting changes in the cash flows of the hedged item attributable to changes in currency exchange rates, then the changes in the market value of the derivative instrument would be recorded immediately in the consolidated statements of income in the same caption as the hedged items. See Note 16- Derivative Instruments and Hedging Activities to our consolidated financial statements for further details and impacts of cash flow hedges on the consolidated financial statements.
Business Combinations
We account for business combinations under the acquisition method of accounting, which requires consideration transferred to be allocated to the assets acquired and liabilities assumed at their respective fair value at the date of the acquisition. The excess of the consideration transferred over the fair value of the identifiable assets acquired and the liabilities assumed is recorded as goodwill.
We use various valuation methods to estimate the acquisition date fair value depending on the nature of the underlying asset or liability, including the income approach, market approach, and cost approach. For example, to determine the fair value of Property, plant, and equipment acquired as part of the Viterra Acquisition, we primarily utilized the cost approach, including replacement cost and trended cost methodologies.
Determining fair value requires significant estimates and assumptions based on an evaluation of a number of factors, including market participants, projected growth rates, replacement cost, the amounts and timing of future cash flows, the discount rates applied to the cash flows, and the determination of useful life of an asset. For significant acquisitions, including the Viterra Acquisition in the current year, we engage third-party valuation specialists to assist in estimating the fair value of certain assets acquired and liabilities assumed.
During the measurement period, which is up to one year from the acquisition date, adjustments may be made to the preliminary amounts recorded at the acquisition date, with the corresponding offset recorded to goodwill. Measurement period adjustments will be recorded in the period determined, as if it had been completed at the acquisition date. Upon conclusion of the measurement period, any subsequent adjustments are recorded to earnings. As of December 31, 2025, the measurement period is ongoing for the Viterra Acquisition. See Note 2- Acquisitions and Dispositions to our consolidated financial statements for further information on current year acquisitions.
Goodwill
G oodwill represents the excess consideration over the fair value assigned to identifiable assets and liabilities, including intangible assets, of a business acquired. Our goodwill balance is not amortized to expense. Instead, it is tested for impairment at least annually. We generally perform our annual impairment analysis during the fourth quarter, from an income approach using a discounted cash flow ("DCF") method and/or a market approach using a guideline public companies ("GPC") method. If events or indicators of impairment occur between annual impairment analyses, we perform an impairment analysis at that date. These events or circumstances could include a significant change in the business climate, legal factors, operating performance indicators, competition, or sale or disposition of a significant asset. In testing for a potential impairment of goodwill, we: (1) determine our reporting units; (2) allocate goodwill to our various reporting units to which the acquired goodwill relates; (3) determine the carrying value, or book value, of our reporting units; (4) estimate the fair value of each reporting unit using a discounted cash flow model and/or a market multiples model based on guideline public companies; (5) compare the fair value of each reporting unit to its carrying value; and (6) if the estimated fair value of a reporting unit is less than the carrying value, we recognize an impairment charge for such amount, but not exceeding the total amount of goodwill allocated to that reporting unit.
The process of evaluating the potential impairment of goodwill is subjective and requires significant judgment at many points during the analysis, including the identification of our reporting units, identification and allocation of the assets and liabilities to each of our reporting units, and determination of fair value. In estimating the fair value of a reporting unit for the purposes of our annual or periodic impairment analysis, we make estimates and significant judgments about the future cash flows of that reporting unit aligned with management’s strategic business plans. We believe the assumptions and estimates used are appropriate based on the information currently available to management. Critical estimates in the determination of fair value
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under the income approach include, but are not limited to, assumptions about variables such as commodity prices, crop and related throughput and production volumes, gross profit, future capital expenditures, other expenses, and discount rates, all of which are subject to a high degree of judgment. Critical estimates in the determination of fair value under the market approach include, but are not limited to, determination of the guideline public companies and selection of the market multiples. Changes in judgment related to these assumptions and estimates could result in goodwill impairment charges.
In connection with the Acquisition of Viterra, the Company updated its segment reporting to align with its new value chain operational structure, resulting in changes to our reporting units. The results of our annual impairment assessment, performed on October 1, 2025, indicated that the estimated fair values of each of our goodwill reporting units exceeded each of their carrying values by a substantial amount, with the exception of Grain Merchandising and Global Cotton, which exceeded their carrying values by approximately 9% and by approximately 15%, respectively. As of December 31, 2025, we had $593 million and $47 million of goodwill in our Grain Merchandising reporting unit and Global Cotton reporting unit, respectively. See Note 8- Goodwill, to our consolidated financial statements.
The Grain Merchandising and Global Cotton reporting units are both included within our Grain Merchandising and Milling reportable segment and include assets acquired and liabilities assumed as part of the Viterra Acquisition. The Viterra Acquisition was accounted for as a business combination using the acquisition method of accounting that requires assets acquired and liabilities assumed to be recognized at fair value as of the date of the transaction close. See Note 2- Acquisitions and Dispositions to our consolidated financial statements for further information. The close proximity of the Acquisition date to the 2025 goodwill impairment test contributed in part to the ratios of excess fair value over carrying value noted above.
Grain Merchandising : During the fourth quarter of 2025, we performed our annual impairment assessment of the Grain Merchandising reporting unit using both a DCF method and a GPC method, giving equal weight to each. We determined equal weight was appropriate as the DCF method captured the growth and gross profit expectations specific to the reporting unit; whereas the GPC method captured market-specific factors using a reasonably similar set of guideline public companies.
In addition to the impact of the Viterra Acquisition noted above, general market downturns and higher interest rates negatively impacted the fair value of the Grain Merchandising reporting unit. The fair value estimates for this reporting unit are sensitive to significant assumptions, including crop and related throughput volumes, gross profit, and discount rate.
Global Cotton : During the fourth quarter of 2025, we performed our annual impairment assessment of the Global Cotton reporting unit using a DCF method. We determined a full weighting of the DCF method was appropriate primarily driven by the lack of available guideline public companies from which to compare relevant market data. The fair value estimates for this reporting unit are sensitive to significant assumptions, including crop and related throughput volumes, gross profit, and discount rate.
While management believes its estimates of fair value for all reporting units are reasonable, actual financial results may vary due to the inherent uncertainty in such estimations. Changes in future estimates or performance could result in the carrying value of a reporting unit exceeding its fair value.
Property, Plant and Equipment and Other Finite-Lived Intangible Assets
Long-lived assets include property, plant and equipment and other finite-lived intangible assets. Property, plant and equipment and finite-lived intangible assets are depreciated or amortized over their estimated useful life on a straight line basis. When facts and circumstances indicate the carrying values of these assets may be impaired, an evaluation of recoverability is performed by comparing the carrying value of the assets to the undiscounted projected future cash flows to be generated by such assets from their use and ultimate disposal. If the carrying value of our assets is not recoverable, we recognize an impairment loss in the amount that carrying value exceeds fair value. Impairment is recognized as a charge against results of operations. Our judgments related to the expected useful lives of these assets and our ability to realize undiscounted cash flows in excess of the carrying amount of such assets are affected by factors such as the ongoing maintenance of the assets, changes in economic conditions and changes in operating performance. As we assess the ongoing expected cash flows and carrying amounts of these assets, changes in these factors could cause us to realize material impairment charges.
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Investments in Affiliates
We have investments in various unconsolidated joint ventures accounted for using the equity method, minus impairment. We review our investments annually or when events or circumstances indicate that a potential decline in value may be other than temporary. We consider various factors in determining whether to recognize an impairment charge, including the length of time the fair value of the investment is expected to be below its carrying value, the financial condition, operating performance and near-term prospects of the affiliate, and our intent and ability to hold the investment for a period of time sufficient to allow for recovery of the fair value. Critical estimates in the determination of the fair value include, but are not limited to, future expected cash flows, revenue growth, and discount rates. If we used different methods or factors to estimate fair value, the amount of recorded impairment and the carrying value of our investments could differ. Please refer to Note 10- Impairments and Note 11- Investments in Affiliates and Variable Interest Entities to our consolidated financial statements for further details.
Contingencies
We are a party to a large number of claims and lawsuits, primarily non-income tax and labor claims in Brazil and non-income tax claims in Argentina, and we make provisions for potential liabilities arising from such claims when we deem them probable and reasonably estimable. These estimates of probable loss have been developed in consultation with in-house and outside counsel and are based on an analysis of potential results, assuming a combination of litigation and settlement strategies. Future results of operations for any particular quarterly or annual period could be materially affected by changes in our assumptions or the effectiveness of our strategies relating to these proceedings. For more information on tax and labor claims in Brazil, see "Item 3. Legal Proceedings " and Note 20- Commitments and Contingencies to our consolidated financial statements.
Indemnifications
We have provided certain indemnifications in connection with our divestitures. In some instances, we have recorded indemnification liabilities upon inception measured at fair value in accordance with ASC 460, Guarantees and ASC 450, Contingencies . The estimates to determine the fair value prioritize observable inputs in accordance with ASC 820, Fair Value Measurement . Our estimation techniques often employ probability weighting, assigning probabilities to various outcomes and weighting the associated costs accordingly, based on consultations with internal experts. Changes in these assumptions and estimates could impact the recorded liability. For additional information on indemnifications, see Note 20- Commitments and Contingencies to our consolidated financial statements.
Income Taxes
We record valuation allowances to reduce our deferred tax assets to the amount that we are likely to realize. We apply a "more likely than not" threshold to the recognition and de-recognition of tax benefits. Accordingly, we recognize the amount of tax benefit that has a greater than 50% likelihood of being ultimately realized upon settlement. We consider projections of future taxable income and prudent tax planning strategies to assess the need for and the amount of the valuation allowances. If we determine that we can realize a deferred tax asset in excess of our net recorded amount, we decrease the valuation allowance, thereby decreasing income tax expense. Conversely, if we determine that we are unable to realize all or part of our net deferred tax asset, we increase the valuation allowance, thereby increasing income tax expense. During 2025, we increased valuation allowances by $295 million, primarily attributable to purchase accounting recorded through goodwill, with a small portion related to current year operations offset by currency movement in certain jurisdictions.
The calculation of our uncertain tax positions involves complexities in the application of intricate tax regulations in a multitude of jurisdictions across our global operations. Future changes in judgment related to the ultimate resolution of unrecognized tax benefits will affect the earnings in the quarter of such change. At December 31, 2025, we had recorded uncertain tax positions of $77 million in our consolidated balance sheet. For additional information on income taxes, please refer to Note 14- Income Taxes to our consolidated financial statements.
Recoverable Taxes
We evaluate the collectability of our recoverable taxes and record allowances if we determine that collection is doubtful. Recoverable taxes include value-added taxes paid upon the acquisition of property, plant and equipment, raw materials and taxable services, as well as other transactional taxes, which can be recovered in cash or as compensation against income taxes, or other taxes we may owe, primarily in Brazil and Europe. Management's assumption about the collectability of recoverable taxes requires significant judgment because it involves an assessment of the ability and willingness of the applicable federal or local government to refund the taxes. The balance of these allowances fluctuates depending on the sales activity of existing inventories, purchases of new inventories, percentages of export sales, seasonality, changes in applicable tax rates, cash payments by the applicable government agencies and the offset of outstanding balances against income or certain other taxes owed to the applicable governments, where permissible. At December 31, 2025, the allowance for recoverable taxes was $46 million. We c ontinue to monitor the economic environment and events taking place in the applicable countries and in cases where we determine that recovery is doubtful, recoverable taxes are reduced by allowances for the estimated unrecoverable amounts.
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New Accounting Pronouncements
See Note 1- Nature of Business, Basis of Presentation and Significant Accounting Policies to our consolidated financial statements included as part of this Annual Report on Form 10-K.
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- Ticker
- BG
- CIK
0001996862- Form Type
- 10-K
- Accession Number
0001628280-26-009842- Filed
- Feb 19, 2026
- Period
- Dec 31, 2025 (Q4 25)
- Industry
- Fats & Oils
External resources
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