DOLE 10-K & 10-Q changes, risk factors and insider trading

Overall,As 2026 progresses, the economic and market environment continues to be volatile in 2026 andwith a number of external factors arecontinuing currentlyto posingpose challenges to the global economy and to our business, including:

•Continuing global economic disruption due to geopolitical conflicts, as well as increased local disruptions due to political or security issues. MostThe recently the broadeningcontinuing conflict in the Middle East has contributed to higherincreased global fuel pricesprices, resulting in higher transportation costs; and increasedcontinues to create uncertainty with respect to future direct and indirect input costs;

In response to the various ongoing challenges noted above, we are continuing to work across our business on mitigation strategies, including working with customers and suppliers to manage possible impacts of changes in tariffinput regimes,costs, adjusting pricing, identifying operational efficiencies and making strategic investments where deemed appropriate. Although we ultimately believe that we are well positioned within our industry to weather periods of economic disruption, the scope, duration and carry over effects of the above factors are uncertain, rapidly changing and difficult to predict. Therefore, the extent and magnitude of the impact of these factors on our business, operating results and long-term liquidity position cannot be reliably estimated at this time.

Selected results of operations for the three and six months ended MarchJune 31,30, 2026 and MarchJune 31,30, 2025 were as follows:

The increase in total revenue, net, for the three months ended MarchJune 31,30, 2026 (11.6%,2.9%, or $242.8$71.0 million) was primarily due to positive operational performance acrossin allthe reportableDiversified segmentsFresh Produce – Americas & ROW segment and a favorable impact from foreign currency translation of $96.2$30.3 million, as a result of the strengthening of the Swedish krona, eurokrona and the British pound sterlingeuro against the U.S. Dollar when compared to prior year.

The increase in total cost of sales for the three months ended MarchJune 31,30, 2026 (12.5%,4.3%, or $240.0$94.0 million) was primarily due to increased trading activity forin allthe reportingDiversified segmentsFresh Produce – Americas & ROW segment and an unfavorable impact from foreign currency translation. Additionally, in the Fresh Fruit segment, cost of sales increased due to higher fruit sourcing costs, elevated shipping costs in bananasboth European and North American markets due to higher overallfuel sourcingcosts, higher pineapple growing costs inresulting from adverse weather conditions, as well as the market and also in pineapples, particularly due to thecontinued strengthening of the Costa Rican Colón against the U.S. Dollar.

See “Segment Operating Results” section below for additional detail.

The increase in total SMG&A for the three months ended MarchJune 31,30, 2026 (4.5%,19.4%, or $5.4$24.1 million) was primarily due to a non-recurring charge associated with the settlement of a historical legal matter, some restructuring costs in the quarter and the impact of foreign current translation in the period partially offset by benefit from a partial restructuring of our operations in the Diversified Fresh Produce – Americas & ROW segment.

Gain (Loss) on Disposal of Businesses

TheThere gainwas an immaterial loss on disposal of businesses for the three months ended MarchJune 31,30, 2026. The gain on disposal of businesses for the six months ended June 30, 2026 was $1.2 million and was primarily due to the disposal of a controlling interest in a business in South Africa within the Diversified Fresh Produce – EMEA segment. We have retained an equity method investment in the business. The gain on disposal of businesses for the three months ended March 31, 2025 was $0.4 million and was primarily related to amounts that were released from escrow on the sale of our Progressive Produce business in 2024.

The gain on asset sales for the three and six months ended MarchJune 31,30, 2026 was $0.7 million and $1.4 million, respectively, and was primarily the result of the sale of certain properties in the Diversified Fresh Produce – Americas & ROW and Diversified Fresh Produce – EMEA segments, as well as the sale of certain property, plant and equipment across all reportingreportable segments.

The gain on asset sales for the three and six months ended MarchJune 31,30, 2025 was $3.8$9.3 million and $13.1 million, respectively, which was primarily the result of the sale of actively marketed land in Hawaii, part of the Fresh Fruit segment.segment, as well as the sale of certain property, plant and equipment across all reportable segments.

The impairment and asset write-downs of property, plant and equipment and lease assets for the threesix months ended MarchJune 31,30, 2026 was $1.1 millionmillion, andwhich was related to asset write-downs of certain property, plant and equipment across all reportable segments. The impairment and asset write-downs of property, plant and equipment and lease assets for the three months ended MarchJune 31,30, 2026 and three and six months ended June 30, 2025 was immaterial.

Other income (expense), net increased to income of $4.5$3.9 million in the three months ended MarchJune 31,30, 2026 from expense of $0.3$18.7 million in the three months ended MarchJune 31,30, 2025. The increase was primarily due to higher net unrealized gains on foreign currency denominated borrowings and(in comparison unrealized losses incurred in the prior year). The prior year was also negatively impacted by the incremental nonrecurring net expenses in connection with the Refinancing. These increases were offset partially by higher net gainslosses of other mark to market instruments,instruments partially offset byand higher net periodic costs from non-service components of pension and other postretirement benefit plans and other miscellaneous costs.plans.

The increase in interest income for the three months ended MarchJune 31,30, 2026 (38.3%,47.8%, or $1.2$1.4 million) and six months ended June 30, 2026 (43.0%, or $2.6 million) was primarily due to interest income recognized on the seller note received as consideration for the Vegetables Transaction.

The decrease in interest expense for the three months ended MarchJune 31,30, 2026 (26.7%,15.2%, or $4.6$2.7 million) was due to both lower debt balances and lower effective interest rates in the current year in comparison to the prior year.

The Company recorded income tax expense of $22.0$14.8 million on $58.1$40.9 million of income from continuing operations before income taxes and equity earnings for the three months ended MarchJune 31,30, 2026, reflecting a 37.8%36.2% effective tax rate. The Company recorded income tax expense of $17.6$25.5 million on $53.4$69.9 million of income from continuing operations before income taxes and equity earnings for the three months ended MarchJune 31,30, 2025, reflecting a 32.9%36.5% effective tax rate.

Dole’s effective tax rate varies significantly from period to period due to the level, mix and seasonality of earnings generated in Ireland and its various foreign jurisdictions, including the U.S. For the three and six months ended MarchJune 31,30, 2026, the Company’s income tax expense differed from the Irish statutory rate of 12.5% primarily due to U.S. GILTINCTI provisions under Section 951A of the TaxInternal Act,Revenue Code, U.S. Subpart F income inclusion, an increase in liabilities for uncertain tax positions, a net increase in valuation allowances, the impacts of Pillar Two and operations in foreign jurisdictions that are taxed at different rates than the Irish statutory tax rate. For the three and six months ended MarchJune 31,30, 2025, the Company’s income tax expense differed from the Irish statutory rate of 12.5% primarily due to U.S. GILTI provisions of the Tax Act, U.S. Subpart F income inclusion, a decrease in liabilities for uncertain tax positions, the impacts of Pillar Two and operations in foreign jurisdictions that are taxed at different rates than the Irish statutory tax rate.

The Company’s net deferred tax liabilityasset is primarily related to acquired intangible assets and fair value adjustments resulting from the Merger and is net of deferred tax assets related to the U.S. federal interest disallowance carryforward, U.S. state and non-U.S. net operating loss carryforwards and other temporary differences. Dole maintains a valuation allowance against certain U.S. state and non-U.S. deferred tax assets. Each reporting period, the Company evaluates the need for a valuation allowance on deferred tax assets by jurisdiction and adjusts estimates as more information becomes available.

On July 4, 2025, the U.S. OBBBA was enacted. Management is assessing the tax provisions of the OBBBA and its impacts on the Company. The effective dates of the provisions of the OBBBA are between 2025 and 2027. The impacts to Dole’s results of operations, financial position and cash flows were not material for the three and six months ended MarchJune 31,30, 2026. The Company will continue to evaluate the full impact of these legislative changes as additional guidance becomes available.

Equity method earnings decreased to $1.6$10.7 million in the threesix months ended MarchJune 31,30, 2026 from $8.3$16.8 million in the threesix months ended MarchJune 31,30, 2025. The prior year was positively impacted by a divestiture of a portion of ownership shares in an investment located in the U.S. in which the Company recognized a $6.9 million gain, net of income tax. On an underlying basis, there was a marginal increase of $0.2 million with an increase inprimarily earningsdue into improved performance across our joint ventures withinin the Fresh Fruit segment, partially offset by lower earnings in the Diversified Fresh Produce – EMEA segment.

In the three months ended MarchJune 31,30, 2026, net income attributable to noncontrolling interests increased to $6.4$9.1 million from $5.2$8.0 million in the three months ended MarchJune 31,30, 2025. The prior yearincrease was impactedprimarily byrelated the noncontrolling interest share of gain on disposal ofto an equityincrease method investment as described above,in the non-controlling interests share of mark-to-market gains on financial instruments as well as the impact of a discrete tax charge attributable to noncontrolling interests. On an underlying basis, there was an increaseearnings in the current year net income attributable to noncontrolling interests due to impact of foreign currency translation on translation of earnings of non-wholly owned companies in theour Diversified Fresh Produce – EMEAAmericas & ROW segment.

Adjusted EBITDA is reconciled from net income by taking consolidated net income and (1) subtracting the income or adding the loss from discontinued operations, net of income taxes; (2) adding the income tax expense or subtracting the income tax benefit; (3) adding interest expense; (4) adding depreciation charges; (5) adding amortization charges on intangible assets; (6) adding mark to market losses or subtracting mark to market gains related to unrealized impacts from certain derivative instruments and foreign currency denominated borrowings, realized impacts on noncash settled foreign currency denominated borrowings, net foreign currency impacts on liquidated entities and fair value movements on contingent consideration; (7) other items which are separately stated based on materiality, which, during the three and six months ended MarchJune 31,30, 2026 and MarchJune 31,30, 2025, included subtracting the gain or adding the loss on the disposal of business interests, subtracting the gain or adding the loss on asset sales for assets held for sale and actively marketed property or sales-type leases, adding impairment charges or held for sale classificationheld-for-sale losses on property, plant and equipment and lease assets, adding or subtracting asset write-downs from extraordinary events, net of insurance proceeds, subtracting interest income on deferred transaction consideration, adding acquisition and transaction costs andcosts, adding restructuring charges and costs for legal matters not in the ordinarynormal course of business and adding debt refinancing expenses; and (8) the Company’s share of these items from equity method investments.

The following tables illustrate the estimated impact of factors that have driven changes in segment revenues for the three and six months ended MarchJune 31,30, 2026, as compared to the three and six months ended MarchJune 31,30, 2025:

The following tables illustrate the estimated impact of factors that have driven changes in segment Adjusted EBITDA for the three months ended MarchJune 31,30, 2026, as compared to the three months ended MarchJune 31,30, 2025:

Changes in segment revenue and segment Adjusted EBITDA are described in more detail below, with focus on operational changes which we believe are more reflective of the Company’s performance in comparison to the prior year. Unless otherwise noted, the changes discussed below are for the three and six months ended MarchJune 31,30, 2026, as compared to the three and six months ended MarchJune 31,30, 2025.

The decrease in Fresh Fruit Adjusted EBITDA for the three months ended MarchJune 31,30, 2026 (17.0%,30.9%, or $10.8$22.5 million) to $52.6$50.3 million was driven primarily driven by higher fruit sourcing costs, elevated shipping costs in bananasboth European and North American markets due to higher overallfuel sourcingcosts, higher pineapple growing costs inresulting from adverse weather conditions, as well as the market and higher fruit sourcing costs in pineapples, particularly due to thecontinued strengthening of the Costa Rican Colón against the U.S. Dollar.

The increase in Diversified Fresh Produce – EMEA revenue, net, for the three months ended MarchJune 31,30, 2026 (14.6%,1.0%, or $130.2$10.6 million) to $1.0$1.1 billion was primarily due to the favorable impact of foreign currency translation of $94.6$29.9 million, as a result of the strengthening of the Swedish krona, eurokrona and the British pound sterlingeuro against the U.S. Dollar, as well as underlying growth in FranceScandinavia andpartially Germany.offset by lower revenue in Spain. Excluding the impact of foreign currency translation, revenue was 4.0%,1.7%, or $35.7$19.2 million, ahead ofbehind the prior year.

The increasedecrease in Diversified Fresh Produce – EMEA Adjusted EBITDA for the three months ended MarchJune 31,30, 2026 (8.3%,6.2%, or $2.3$3.1 million) to $30.0$45.9 million was primarily due to weaker performance in South Africa, the Netherlands and Spain. These decreases were partially offset by a favorable impact of $3.7$1.5 million from foreign currency translation, as well as strong performance in Scandinavia and Germany. These increases were partially offset by weaker performance in South Africa, the U.K. and the Netherlands.Scandinavia. Excluding the impact of foreign currency translation and acquisitions and divestitures, Adjusted EBITDA was 5.1%,8.2%, or $1.4$4.0 million, behind the prior year.

The increase in Diversified Fresh Produce – Americas & ROW revenue, net, for the three months ended MarchJune 31,30, 2026 (15.6%,13.9%, or $56.6$53.8 million) to $420.0$440.1 million was primarily driven by higher volumes in our North America business, both from seasonal timing benefits with North American cherries and positiveby pricinggood underlying growth in key products including kiwi and avocados. There was also higher revenue in our southern hemisphere export business,business asdue wellto aspositive higherseason volumesend inpricing our North America import and marketing businesses, offsetting lower pricing, primarily in avocados.adjustments.

The increase in Diversified Fresh Produce – Americas & ROW Adjusted EBITDA for the three months ended MarchJune 31,30, 2026 (28.7%,33.8%, or $4.0$5.2 million) to $17.8$20.6 million was driven by a positive impact in our southern hemisphere export business, a goodstrong performance in our North AmericaAmerican importbusiness, driven both by positive volume growth in kiwi and marketingavocados businesses,and seasonal timing differences in partcherries, supportedas bywell as the continued benefit of athe partial restructuring of our berry operations in the fourth quarter of 2025, as well as good performance in our joint ventures operations.2025.

OverIn the upcomingnext year,twelve asmonths welland as long-term,beyond, we believe that cash flow from operating activities, available cash and cash equivalents and access to borrowing facilities will be sufficient to fund any future capital expenditures, debt service, dividend payments and other capital requirements for the foreseeable future.

The following table summarizes Dole’s consolidated cash flows for the threesix months ended MarchJune 31,30, 2026 and MarchJune 31,30, 2025:

Cash flows used in operating activities were $22.5$8.5 million for the threesix months ended MarchJune 31,30, 2026, compared to cash flows used in operating activities of $78.8$60.4 million for the threesix months ended MarchJune 31,30, 2025. There were lower outflows from receivables in comparison to prior year, as the prior year was significantly impacted by the timing of collections related to the Chilean cherry season which accentuated the normal seasonal working capital receivables outflows as well as an incrementally higher benefit from securitization of trade receivables when compared to the prior year. There was also an increase in cash inflows in the current year from inventories.inventories primarily in the Fresh Fruit and Diversified Fresh Produce – Americas & ROW segments. These impacts were partially offset by higher outflows in accounts payable, accrued liabilities and other liabilities due to seasonal timing of grower payables which were also accentuated by the timing of the cherry season.

Cash flows used in investing activities were $10.8$83.8 million for the threesix months ended MarchJune 31,30, 2026, compared to cash flows used in investing activities of $31.8$46.2 million for the threesix months ended MarchJune 31,30, 2025. The decreaseincrease in cash used in investing activities was primarily attributable to the cash outflow related to the acquisition of noncontrolling interests associated with the Port Sale Transaction of $51.2 million, as well as higher insurance proceeds of $19.0 million received in the prior year. This net increase was offset by lower cash capital expenditures in the current year as the prior year included expenditure on the buyout of two vessel finance leases of $36.1 million, partially offset by higher insurance proceeds of $15.8 million received in the prior year.million.

Cash flows provided by financing activities were $40.5$119.5 million for the threesix months ended MarchJune 31,30, 2026, compared to $53.3$124.2 million provided by financing activities for the threesix months ended MarchJune 31,30, 2025. The decrease in cash provided by financing activities was primarily attributable to lower borrowings of debt, net of repayments, as well as the impacts of incremental outflows during the current year of $4.6$14.6 million for share repurchases and $3.1$3.4 million of tax paid for net settlement of share-based payments.awards, partially offset by higher borrowings of debt, net of repayments.

There were no cash taxes paid for the repatriation tax under Internal Revenue Code Section 965 in the threesix months ended MarchJune 31,30, 2026 and March$16.9 31,million of cash taxes paid for the repatriation tax under Internal Revenue Code Section 965 for the six months ended June 30, 2025. There are no repatriation tax payments expected for the remainder of fiscal year 2026 or beyond fiscal year 2026.