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What changed in FRESH DEL MONTE PRODUCE INC's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of FRESH DEL MONTE PRODUCE INC's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+418 added−366 removedSource: 10-K (2026-02-19) vs 10-K (2025-02-24)

Top changes in FRESH DEL MONTE PRODUCE INC's 2025 10-K

418 paragraphs added · 366 removed · 285 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

79 edited+22 added−13 removed84 unchanged
Biggest changeThe government regulations we are subject to include: • sanitary regulations, particularly in the United States and the EU; • regulations governing pesticide use in all source countries and residue standards in all market countries, particularly in the United States, Germany, Japan and South Korea; • ongoing Endocrine Disruptor Assessment programs in the EU and United States which may potentially impact availability, use and residue tolerance of some pesticides; and • regulations governing safety, traceability, packaging, and labeling, particularly in the United States where we are subject to the Federal Food, Drug, and Cosmetic Act and the Food Safety Modernization Act, and in the EU, where food safety policy is governed by the Farm to Fork Strategy which regulates food safety at all stages of the production and distribution process for all food products marketed within the EU, whether produced within the EU or imported from other countries.
Biggest changeThe government regulations we are subject to include: • sanitary regulations, particularly in the United States and the EU; • regulations on imports and exports by the USDA and other jurisdictions; • regulations governing pesticide use in all source countries and residue standards in all market countries, particularly in the United States, the EU, Germany, Japan and South Korea; • laws and regulations associated with the European Green Deal and the EU's General Food Law Regulation effort to create sustainable food systems, which could result in increased costs for our business associated with new laws and regulations; • laws and regulations implemented by the Canadian Food Inspection Agency and other Canadian governmental departments, which could disrupt our Canadian business, including, for example, requirements relating to import licenses, traceability and food testing; • ongoing Endocrine Disruptor Assessment programs in the EU and United States which may potentially impact availability, use and residue tolerance of some pesticides; and • regulations governing safety, traceability, packaging, and labeling, particularly (i) in the United States where we are subject to the Federal Food, Drug, and Cosmetic Act and the Food Safety Modernization Act, and (ii) in the EU pursuant to food and safety laws issued by member states of the EU and pursuant to the General Food Law Regulation (EC No. 178/2002), where food safety policy is governed by the Farm to Fork Strategy which regulates food safety at all stages of the production and distribution process for all food products marketed within the EU, whether produced within the EU or imported from other countries.
We have leading market positions in the following product categories and we believe we are: • the largest marketer of fresh pineapples in the United States, and a leading marketer in other markets worldwide; • the third-largest marketer of bananas in the United States, and a leading marketer in other markets worldwide; and • a leading marketer of: ◦ fresh-cut fruit in the United States, Japan, South Korea, and the United Kingdom; ◦ fresh-cut vegetables in North America, South Korea, Kuwait, United Arab Emirates, Japan, and Saudi Arabia; ◦ avocados in the United States; and ◦ canned fruit in Europe, Africa, and the Middle East.
We have leading market positions in the following product categories and we believe we are: • the largest marketer of fresh pineapples in the United States, and a leading marketer in other markets worldwide; • the third-largest marketer of bananas in the United States, and a leading marketer in other markets worldwide; and • a leading marketer of: ◦ fresh-cut fruit in the United States, Japan, Saudi Arabia, South Korea, United Arab Emirates, and the United Kingdom; ◦ fresh-cut vegetables in North America, South Korea, Kuwait, United Arab Emirates, Japan, and Saudi Arabia; ◦ avocados in the United States; and ◦ canned fruit in Europe, Africa, and the Middle East.
This new pineapple product line extension is grown in Costa Rica and has been certified as sustainably grown by a third-party certification body. In January 2024, we launched our Rubyglow ® pineapple, debuting exclusively in China and later in the United States, which features a red exterior and bright yellow flesh as part of our expansion into the market.
This pineapple product line extension is grown in Costa Rica and has been certified as sustainably grown by a third-party certification body. In January 2024, we launched our Rubyglow ® pineapple, debuting exclusively in China and later in the United States, which features a red exterior and bright yellow flesh as part of our expansion into the market.
We also operated 18 fresh-cut facilities in the United States, the United Kingdom, Japan, South Korea, the UAE, Kuwait, and Saudi Arabia, some of which are located within our distribution centers. In addition, we own or lease other related equipment, including approximately 355 trucks and refrigerated trailers used to transport our fresh produce in the United States.
We also operated 18 fresh-cut facilities in the United States, the United Kingdom, Japan, South Korea, the UAE, Kuwait, and Saudi Arabia, some of which are located within our distribution centers. In addition, we own or lease other related equipment, including approximately 419 trucks and refrigerated trailers used to transport our fresh produce in the United States.
Avocados Avocado net sales represented 8% of our total net sales during 2024. Avocados are one of the fastest growing produce items in the United States. According to a USDA report, the quantity of avocados available per person, a proxy for consumption, has tripled over the past two decades.
Avocados Avocado net sales represented 8% of our total net sales during 2025. Avocados are one of the fastest growing produce items in the United States. According to a USDA report, the quantity of avocados available per person, a proxy for consumption, has tripled over the past two decades.
Our net sales by region for the year 2024 are depicted in the chart below. We produce, source, distribute and market a broad array of fresh produce, primarily under the Del Monte ® brand, as well as under other proprietary brands, such as UTC ® and Rosy ® .
Our net sales by region for the year 2025 are depicted in the chart below. We produce, source, distribute and market a broad array of fresh produce, primarily under the Del Monte ® brand, as well as under other proprietary brands, such as UTC ® and Rosy ® .
In the Middle East, we own or lease approximately 161 trucks used to deliver fresh produce, prepared food, and poultry products to customers. We believe that our control of the logistics process is a competitive advantage, including from a sales and marketing perspective.
In the Middle East, we own or lease approximately 241 trucks used to deliver fresh produce, prepared food, and poultry products to customers. We believe that our control of the logistics process is a competitive advantage, including from a sales and marketing perspective.
Approximately 81% of our workforce is employed in production locations. We provide our employees with competitive fixed and/or variable pay, and for eligible employees, we currently provide access to health and retirement benefits. In each of our regions, we work with local officials to calculate fair wages for our team members.
Approximately 84% of our workforce is employed in production locations. We provide our employees with competitive fixed and/or variable pay, and for eligible employees, we currently provide access to health and retirement benefits. In each of our regions, we work with local officials to calculate fair wages for our team members.
Although we prioritize a “bottom-up” approach that gives our operating regions the responsibility for responding to the specific issues of local concern, our Community Fresh 12 Table of Contents Team steers our community outreach strategy with a focus on five key pillars: (1) access to healthcare, (2) education, (3) clean water and related infrastructure, (4) disaster relief, and (5) ending hunger and providing access to healthy foods.
Although we prioritize a “bottom-up” approach that gives our operating regions the responsibility for responding to the specific issues of local concern, our Community Fresh Team steers our community outreach strategy with a focus on five key pillars: (1) access to healthcare, (2) education, (3) clean water and related infrastructure, (4) disaster relief, and (5) ending hunger and providing access to healthy foods.
Consistent with our reputation for high-quality fresh produce, we must preserve our fresh produce in a continuous temperature-controlled environment, from the harvest through to distribution. We have an integrated logistics network, which includes land and sea transportation through a broad range of refrigerated environments on ships, port facilities, containers, trucks and warehouses.
Consistent with our reputation for high-quality fresh produce, we must preserve our fresh produce in a continuous temperature-controlled environment, from the harvest through to distribution. 6 Table of Contents We have an integrated logistics network, which includes land and sea transportation through a broad range of refrigerated environments on ships, port facilities, containers, trucks and warehouses.
We operated 33 distribution centers globally, generally with cold storage and banana ripening facilities in our key markets worldwide, including the United States, South Korea, the UAE, Saudi Arabia and Hong Kong.
We operated 31 distribution centers globally, generally with cold storage and banana ripening facilities in our key markets worldwide, including the United States, South Korea, the UAE, Saudi Arabia and Hong Kong.
These F&B stores are small retail kiosks selling our fresh-cut produce, juice and other prepared food products and are strategically located in airports, schools, hospitals and inside hyper-markets. In Jordan, we own a vertically-integrated poultry business including poultry farms, hatcheries, a feed mill, a slaughterhouse and a meat processing plant.
These F&B stores are small retail kiosks selling our fresh-cut produce, juice and other prepared food products and are strategically located in airports, schools, and hospitals. In Jordan, we own a vertically-integrated poultry business including poultry farms, hatcheries, a feed mill, a slaughterhouse and a meat processing plant.
Recent research and development projects include the development of our proprietary Rubyglow ® pineapple (patented as Vintage Ruby™), a partnership with the University of Granada regarding the use of fruit residues for medical and non-medical applications, and studies surrounding our biomass initiatives at our Kenyan biofertilizer plant.
Recent research and development projects include the development of our 11 Table of Contents proprietary Rubyglow ® pineapple (patented as Vintage Ruby™), a partnership with the University of Granada regarding the use of fruit residues for medical and non-medical applications, and studies surrounding our biomass initiatives at our Kenyan biofertilizer plant.
Our goal is that only fresh produce meeting our stringent quality specifications is sold under the Del Monte ® and Mann ® brands. We are able to maintain the high quality of our products by growing a substantial portion of our own produce and working closely with our independent growers.
Our goal is that only fresh produce meeting our stringent quality specifications is sold under the Del Monte ® brand. We are able to maintain the high quality of our products by growing a substantial portion of our own produce and working closely with our independent growers.
Our strategy is founded on six goals: 1 Table of Contents Our business is comprised of three reportable segments, two of which represent our primary businesses of fresh and value-added products and banana, and one that represents our other ancillary businesses. • Fresh and value-added products - includes pineapples, fresh-cut fruit, fresh-cut vegetables (which includes fresh-cut salads), melons, vegetables, non-tropical fruit (which includes grapes, apples, citrus, blueberries, strawberries, pears, peaches, plums, nectarines, cherries and kiwis), other fruit and vegetables, avocados, and prepared foods (which includes prepared fruit and vegetables, juices, other beverages, and meals and snacks). • Banana • Other products and services - includes our third-party freight and logistic services business, our Jordanian poultry and meats business and our biomass initiatives.
Our strategy is founded on six goals: 1 Table of Contents Our business is comprised of three reportable segments, two of which represent our primary businesses of fresh and value-added products and banana, and one that represents our other ancillary businesses. • Fresh and value-added products - includes pineapples, fresh-cut fruit, fresh-cut vegetables (which includes fresh-cut salads), melons, vegetables, non-tropical fruit (which includes grapes, apples, citrus, blueberries, strawberries, pears, peaches, plums, nectarines, cherries and kiwis), other fruit and vegetables, avocados, and prepared foods (which includes prepared fruit and vegetables, juices, other beverages, and meals and snacks). • Banana • Other products and services - includes our third-party freight and logistic services business, our Jordanian poultry and meats business and our specialty ingredients business (previously referred to as our biomass initiatives).
Additionally, in early 2023, we announced a multi-year collaboration agreement with a United Arab Emirates-based ("UAE") firm to supply our Middle East and North Africa markets with bananas grown in Somalia, which is expected to begin in 2025. During the late 1980s and early 1990s, Somalia was a main hub for banana exports to these regions.
Additionally, in early 2023, we announced a multi-year collaboration agreement with a United Arab Emirates-based ("UAE") firm to supply our Middle East and North Africa markets with bananas grown in Somalia, which started in 2025. During the late 1980s and early 1990s, Somalia was a main hub for banana exports to these regions.
We also transport our products to destinations around the world using third-party container lines that cover destinations that we do not service directly with our own fleet. Included in our ten owned ships are six refrigerated container ships that we received in 2020 and 2021.
We also transport our products to destinations around the world using third-party container lines that cover destinations that we do not service directly with our own fleet. Our owned ships are refrigerated container ships that we received in 2020 and 2021.
We market and distribute our products to retail stores, club stores, convenience stores, wholesalers, distributors and foodservice operators in more than 80 countries around the world. North America is our largest market, accounting for 59% of our net sales in 2024. Our other major markets are Europe, the Middle East (which includes North Africa) and Asia.
We market and distribute our products to retail stores, club stores, convenience stores, wholesalers, distributors and foodservice operators in more than 80 countries around the world. North America is our largest market, accounting for 58% of our net sales in 2025. Our other major markets are Europe, the Middle East (which includes North Africa) and Asia.
Banana Bananas are the leading internationally traded fresh fruit in terms of volume and dollar sales and one of the best-selling fresh fruits in the United States. According to a 2024 publication by The Packer, bananas were the most popular item in the produce department, purchased by 83% of consumers in the U.S. over the past twelve months.
Banana Bananas are the leading internationally traded fresh fruit in terms of volume and dollar sales and one of the best-selling fresh fruits in the United States. According to a 2025 publication by The Packer, bananas were the most popular item in the produce department, purchased by 92% of consumers in the U.S. over the past twelve months.
Growing pineapple requires a higher level of capital investment, as well as greater agricultural expertise as compared to bananas. Given the complexity of pineapple cultivation relative to our bananas, a higher percentage of the fresh pineapples we sell (77% by volume in 2024) is produced on company-controlled farms.
Growing pineapple requires a higher level of capital investment, as well as greater agricultural expertise as compared to bananas. Given the complexity of pineapple cultivation relative to our bananas, a higher percentage of the fresh pineapples we sell (81% by volume in 2025) is produced on company-controlled farms.
We expect to launch our Rubyglow ® pineapple in Europe in early 2025. Pineapples are grown in tropical and sub-tropical locations. The principal production and procurement areas for our pineapples are Costa Rica, the Philippines, and Kenya. Pineapples have a long growing cycle of 18 months and require re-cultivation after one to two harvests.
We expanded the launch of our Rubyglow ® pineapple in Europe in early 2025. Pineapples are grown in tropical and sub-tropical locations. The principal production and procurement areas for our pineapples are Costa Rica, the Philippines, and Kenya. 4 Table of Contents Pineapples have a long growing cycle of 18 months and require re-cultivation after one to two harvests.
We also service these customers, as well as an increasing number of smaller regional chains and independent grocers, through our distribution centers. Europe In 2024, 20% of our net sales were in Europe where we distribute our fresh produce and prepared food products.
We also service these customers, as well as an increasing number of smaller regional chains and independent grocers, through our distribution centers. Europe In 2025, 21% of our net sales were in Europe where we distribute our fresh produce and prepared food products.
Except as otherwise indicated, volume data contained in this Annual Report on Form 10-K is shown in millions of 40-pound equivalent boxes. 13 Table of Contents
Except as otherwise indicated, volume data contained in this Annual Report on Form 10-K is shown in millions of 40-pound equivalent boxes.
Additionally, The Packer, a leading fresh produce publication, reported over the most recent three years that an average of approximately 42% of consumers in the U.S. purchased avocados over the same time period. During 2024, our largest selling market for avocados was North America, which made up 98% of our avocado net sales.
Additionally, The Packer, a leading fresh produce publication, reported over the most recent three years that an average of approximately 55% of consumers in the U.S. purchased avocados over the same time period. During 2025, our largest selling market for avocados was North America, which made up 97% of our avocado net sales.
We are an exempted holding company, incorporated under the laws of the Cayman Islands on August 29, 1996. At December 27, 2024, the close of our most recent fiscal year, members of the Abu-Ghazaleh family directly owned approximately 30.7% of our outstanding Ordinary Shares. Our principal executive office is located at P.O.
We are an exempted holding company, incorporated under the laws of the Cayman Islands on August 29, 1996. At December 26, 2025, the close of our most recent fiscal year, members of the Abu-Ghazaleh family directly owned approximately 30.0% of our outstanding Ordinary Shares. Our principal executive office is located at P.O.
Our third-party ocean freight services business, which we rebranded as “Network Shipping” during 2022, operates as a hybrid shipping line/cargo owner and seeks to offer customers flexible and dependable access to routes between Costa Rica, Ecuador, Guatemala, Peru and the U.S.
Our third-party ocean freight services business “Network Shipping” operates as a hybrid shipping line/cargo owner and seeks to offer customers flexible and dependable access to routes between Costa Rica, Ecuador, Guatemala, Peru and the U.S.
Because logistics costs are also our largest expense other than our cost of products, we devote substantial resources to optimizing our logistics network. As of the year ended 2024, we transported our fresh produce to markets using our fleet of one chartered and ten owned ships, and four port facilities in the United States.
Because logistics costs are also our largest expense other than our cost of products, we devote substantial resources to optimizing our logistics network. As of the year ended December 26, 2025, we transported our fresh produce to markets using our fleet of one chartered and six owned ships, and four port facilities in the United States.
Our distribution centers have ripening capabilities and/or other value-added services. Within North America we also operate four port facilities, which include cold storage capabilities, and own an avocado packing facility in Uruapan, Mexico. We have sales professionals in locations throughout the United States and Canada.
We operate a total of 20 distribution centers and fresh-cut facilities within North America. Our distribution centers have ripening capabilities and/or other value-added services. Within North America we also operate four port facilities, which include cold storage capabilities, and own an avocado packing facility in Uruapan, Mexico. We have sales professionals in locations throughout the United States and Canada.
In addition, during 2022, we announced a range of new logistic services in North America, including inland freight, cross-docking, cold storage and warehousing services in an effort to further leverage our supply chain network within the region and optimize the productivity of our assets.
In addition we provide a range of logistic services in North America, including inland freight, cross-docking, cold storage and warehousing services in an effort to further leverage our supply chain network within the region and optimize the productivity of our assets.
Our licenses allow us to use the trademark “ Del Monte ® ” and 10 Table of Contents the words “ Del Monte ” in association with any design or logotype associated with the brand.
Our licenses allow us to use the trademark “ Del Monte ® ” and the words “ Del Monte ” in association with any design or logotype associated with the brand.
We have internal policies and procedures to comply with the most stringent regulations applicable to our products, as well as a technical staff to monitor pesticide usage and compliance with applicable laws and regulations. We believe we are in material compliance with these laws and regulations.
We have internal policies and procedures to comply with the most stringent regulations applicable to our products, as well as a technical staff to monitor pesticide usage and compliance with applicable laws and regulations.
Our products are sourced from company-controlled operations and through supply contracts with independent producers. In 2024, 51% of the fresh produce we sold was grown on company-controlled farms and the remaining 49% was acquired primarily through supply contracts with independent growers.
Our products are sourced from company-controlled operations and through supply contracts with independent producers. In 2025, 52% of the fresh produce we sold was grown on company-controlled farms and the remaining 48% was acquired primarily through supply contracts with independent growers.
Our largest selling market for our fresh-cut products was North America, which accounted for 71% of our fresh-cut fruit sales and 81% of our fresh-cut vegetable sales in 2024. We also sold fresh-cut produce in Europe, Asia, and the Middle East.
Our largest selling market for our fresh-cut products was North America, which accounted for 69% of our fresh-cut fruit sales and 74% of our fresh-cut vegetable sales in 2025. We also sold fresh-cut produce in Europe, Asia, and the Middle East.
We believe opportunity exists to expand our avocado net sales in international markets. Our avocados are sourced principally from Mexico where we have our own sourcing operations and sorting and packing facility, ensuring a consistent supply of high-quality avocados year-round.
We believe opportunity exists to expand our avocado net sales in international markets. Our avocados are sourced principally from Mexico where we have our own sourcing operations and sorting and packing facility, ensuring a consistent supply of high-quality avocados year-round. Our supply of avocados are supplemented from independent growers in the United States, Colombia, and Peru.
We are proud of the diversity throughout our organization and especially in our leadership team, of which 42% identify as Hispanic, 25% identify as Middle Eastern, 25% identify as Caucasian, and 8% identify as Asian. We embrace diversity throughout our company as we have employees across multiple generations and many different backgrounds.
We are proud of the diversity throughout our organization and especially in our leadership team, of which 45% identify as Hispanic, 27% identify as Middle Eastern, 18% identify as Caucasian, and 9% identify as Asian. We embrace diversity throughout our company as we have employees across multiple generations and many different backgrounds.
In Qatar, we have a sales and marketing office to serve the expanding brand presence in the country. In Turkey, our sales office located in Mersin is responsible for sourcing various types of fruit serving our units across the region in addition to selling and distributing a range of prepared food products to distributors.
In Qatar, we have a sales and marketing office to serve the expanding brand presence in the country. In Turkey, our sales office located in Mersin is responsible for sourcing various types of fruit serving our units across the region.
We distribute our products in Asia through direct marketing and large distributors. Our principal markets in this region are Japan, South Korea, mainland China and Hong Kong. • In Japan, we distributed 100% of the products we sold in 2024 through our own direct sales and marketing organization and we operated three fresh-cut facilities.
Our principal markets in this region are Japan, South Korea, mainland China and Hong Kong. • In Japan, we distributed 100% of the products we sold in 2025 through our own direct sales and marketing organization and we operated two fresh-cut facilities.
Our banana net sales in 2024 represented 34% of our total net sales, and were primarily concentrated in North America (accounting for 46% of our total banana sales), followed by Europe (25%), Asia (18%), and the Middle East (9%).
Our banana net sales in 2025 represented 34% of our total net sales, and were primarily concentrated in North America (accounting for 46% of our total banana sales), followed by Europe (26%), Asia (16%), and the Middle East (11%).
We believe that our experience in this market coupled with our sourcing and logistics capabilities and the Del Monte ® brand have enabled 3 Table of Contents us to become a leading supplier of fresh-cut fruit to the supermarket, convenience and club store channels in the United States.
We believe that our experience in this market coupled with our sourcing and logistics capabilities and the Del Monte ® brand have enabled us to become a leading supplier of fresh-cut fruit to the supermarket, convenience and club store channels in the United States. Our offerings in North America also include a broad variety of fresh-cut vegetable products.
The transition to a low-carbon economy also presents us with commercial opportunities such as the increasing demand for sustainable products. In response to this, we introduced Del Monte Zero ®™ in 2023, our carbon-neutral pineapple as certified by SCS Global Services. As part of this effort, we invested in conserving over 8,000 hectares of forest in Costa Rica.
The transition to a low-carbon economy also presents us with commercial opportunities such as the increasing demand for sustainable products. In response to this, we introduced Del Monte Zero ®™ in 2023, our carbon-neutral pineapple as certified by SCS Global Services.
The countries in which we market a material amount of our products are the United States, the countries of the European Union (EU), the United Kingdom, Japan, South Korea, and Saudi Arabia.
We believe we are in material compliance with these laws and regulations. 10 Table of Contents The countries in which we market a material amount of our products are the United States, the countries of the European Union (EU), the United Kingdom, Japan, South Korea, and Saudi Arabia.
Year ended December 27, 2024 December 29, 2023 Net sales: First quarter $ 1,107.9 $ 1,128.5 Second quarter 1,139.7 1,180.5 Third quarter 1,019.5 1,003.1 Fourth quarter 1,013.2 1,008.6 Total $ 4,280.2 $ 4,320.7 Gross profit: First quarter $ 82.3 $ 97.0 Second quarter 113.2 116.8 Third quarter 93.8 74.4 Fourth quarter 68.7 62.5 Total* $ 357.9 $ 350.7 *Due to rounding, the sum of the quarterly amounts may not equal the reported amounts for the full year. 11 Table of Contents Human Capital Management We believe in nurturing people, from consumers eating our products to our employees, suppliers, customers and the communities in which we live and work.
Year ended December 26, 2025 December 27, 2024 Net sales: First quarter $ 1,098.4 $ 1,107.9 Second quarter 1,182.5 1,139.7 Third quarter 1,021.9 1,019.5 Fourth quarter 1,019.5 1,013.2 Total $ 4,322.3 $ 4,280.2 Gross profit: First quarter $ 92.2 $ 82.3 Second quarter 120.1 113.2 Third quarter 80.8 93.8 Fourth quarter 106.0 68.7 Total* $ 399.1 $ 357.9 *Due to rounding, the sum of the quarterly amounts may not equal the reported amounts for the full year. 13 Table of Contents Human Capital Management We believe in nurturing people, from consumers eating our products to our employees, suppliers, customers and the communities in which we live and work.
In order to reduce our costs and increase our competitiveness in the prepared foods market, particularly in Europe, we use distributors in certain key European markets to perform product distribution and sales and marketing activities.
In order to reduce our costs and increase our competitiveness in the prepared foods market, particularly in Europe, we use distributors in certain key European markets to perform product distribution and sales and marketing activities. Under these arrangements, the sales, warehousing, logistics, marketing and promotion functions are all performed by the distributor.
In Saudi Arabia, through our 60%-owned joint venture, we lease two distribution centers with fresh-cut fruit, vegetable and salad operations, and prepared foods manufacturing of frozen potatoes, and ultra-fresh juices.
Our leased distribution and manufacturing center in Dubai, UAE has just-in-time delivery capabilities and includes fresh-cut fruit and vegetable operations, an ultra-fresh juice manufacturing operation and prepared foods distribution. In Saudi Arabia, through our 60%-owned joint venture, we lease two distribution centers with fresh-cut fruit, vegetable and salad operations, and prepared foods manufacturing of frozen potatoes, and ultra-fresh juices.
Community Outreach In our communities around the world, we create more than just jobs; we help to increase access to healthcare and education, help develop infrastructure, contribute to reducing food insecurity and support resiliency and recovery when natural disasters occur.
We are also supporting innovations to enhance soils, crop yields and resiliency to strengthen our farmers’ livelihoods. 14 Table of Contents Community Outreach In our communities around the world, we create more than just jobs; we help to increase access to healthcare and education, help develop infrastructure, contribute to reducing food insecurity and support resiliency and recovery when natural disasters occur.
Employees Our employees are our greatest asset and are directly responsible for our success in delivering fresh, quality products to consumers. Our current workforce is comprised of approximately 7,499 full-time, salaried employees and 26,299 full-time, hourly employees. Additionally, as of December 27, 2024, we employed over 6,088 seasonal, hourly employees, who enable us to pack our in-season fruits and vegetables.
Employees Our employees are our greatest asset and are directly responsible for our success in delivering fresh, quality products to consumers. Our current workforce is comprised of approximately 8,562 full-time Fresh Del Monte employees. Additionally, as of December 26, 2025, we employed over 31,466 daily, seasonal, and temporary employees, who enable us to pack our in-season fruits and vegetables.
Our pineapple net sales in 2024 represented 15% of our total net sales, and were primarily concentrated in North America (accounting for 60% of our total pineapple sales), followed by Europe (22%), Asia (10%), and the Middle East (8%).
Our pineapple net sales in 2025 represented 16% of our total net sales, and were primarily concentrated in North America (accounting for 57% of our total pineapple sales), followed by Europe (25%), Asia (9%), and the Middle East (9%).
We also utilize a centralized employee intranet to reach out to employees and allow them to stay connected, remain informed and communicate their thoughts and values. Health We support the health and well-being of our employees by offering health care benefits. While these benefits vary across our different regions, we are competitive with local practices.
Our employees are supported with training and development opportunities to pursue their careers and support compliance with our policies. We also utilize a centralized employee intranet to reach out to employees and allow them to stay connected, remain informed and communicate their thoughts and values. Health We support the health and well-being of our employees by offering health care benefits.
Although our supply contracts are primarily long-term, we also make purchases in the spot market, primarily in Ecuador. In Ecuador and Costa Rica, there are minimum export prices for the sale of bananas, which are established and reviewed on a periodic basis by the respective governments.
In Ecuador and Costa Rica, there are minimum export prices for the sale of bananas, which are established and reviewed on a periodic basis by the respective governments. In the Philippines, we purchase the majority of our bananas through long-term contracts with independent growers.
We have a royalty-free perpetual license to use the Del Monte ® trademark in connection with the production, manufacture, sale and distribution of all food and beverage products in Europe, Africa, and the Middle East and certain Central Asian countries.
In addition, the licenses allow us to use certain patents and trade secrets in connection with the production, manufacture, sale and distribution of our fresh fruit, fresh vegetables, other fresh produce and certain other specified products. 12 Table of Contents We have a royalty-free perpetual license to use the Del Monte ® trademark in connection with the production, manufacture, sale and distribution of all food and beverage products in Europe, Africa, and the Middle East and certain Central Asian countries.
Information on our website is not a part of this Report on Form 10-K. Copies of our annual report may be obtained, free of charge, upon written request to Attention: Investor Relations, c/o Del Monte Fresh Produce Company, 241 Sevilla Avenue, Coral Gables, Florida 33134.
Copies of our annual report may be obtained, free of charge, upon written request to Attention: Investor Relations, c/o Del Monte Fresh Produce Company, 241 Sevilla Avenue, Coral Gables, Florida 33134. 15 Table of Contents The volume data included in this Annual Report on Form 10-K has been obtained from our records.
Where appropriate, we cool the fresh produce at our packing facilities to maximize quality and optimize shelf life. 8 Table of Contents As an indication of our worldwide commitment to quality, food safety, and sustainability, many of our operations are third party certified in globally recognized standards developed for the safe and sustainable production and distribution of quality foods.
As an indication of our worldwide commitment to quality, food safety, and sustainability, many of our operations are third party certified in globally recognized standards developed for the safe and sustainable production and distribution of quality foods.
Our prepared foods activity in Germany and France has been performed via direct sales to the retail channel through our own sales and marketing entity. Middle East and North Africa In 2024, 9% of our net sales were in the Middle East and North Africa.
Our prepared foods activity in Germany and France has been performed via direct sales to the retail channel through our own sales and marketing entity. Middle East and North Africa In 2025, 10% of our net sales were in the Middle East and North Africa. In this region, we distribute our products through independent distributors and company-operated distribution facilities.
Under these arrangements, the sales, warehousing, logistics, marketing and promotion functions are all performed by the distributor. 9 Table of Contents Government Regulation As a producer and distributor of food products, we are subject to extensive government laws and regulations in the jurisdictions where our produce is grown, where our facilities are located and where our products are distributed.
Government Regulation As a producer and distributor of food products, we are subject to extensive government laws and regulations in the jurisdictions where our produce is grown, where our facilities are located and where our products are distributed.
Other Products and Services Included in our other products and services segment is our third-party freight and logistic services business, our Jordanian poultry and meats business and our biomass initiatives. 5 Table of Contents Our third-party freight and logistic services business leverages our supply chain assets, including our shipping vessels, warehouses and cold storage infrastructure as part of our efforts to expand our portfolio of services.
Our third-party freight and logistic services business leverages our supply chain assets, including our shipping vessels, warehouses and cold storage infrastructure as part of our efforts to expand our portfolio of services.
Our efforts, to date, include: • Planting and donating more than 2.5 million trees in our operations and our communities; • Supporting 53,000 students and adult learners with educational opportunities since 2018; • Aiding in sanitation and health efforts across the globe, including conducting medical service events by providing medical consultations, free medicines, eye check-ups and other services; • Distributing food and non-food relief items to families effected by severe tropical storms in the Philippines; and • Donating resources to install electrical meters in Kenya which provided daytime electricity access to more than 1,800 housing units in the community.
Our efforts, to date, include: • Planting and donating more than 2.8 million trees in our operations and our communities; • Supporting 39,000 students and adult learners with educational opportunities; • Aiding in sanitation and health efforts across the globe, including conducting medical service events by providing medical consultations, free medicines, eye check-ups and other services; • Distributing food and non-food relief items to families effected by severe tropical storms in the Philippines; • Providing safe, treated and piped/tanker drinking water to the surround communities like Ndula Community, Nanga communities, Kayatta and institutions.
Bananas have a relatively short growing cycle and are grown in tropical locations with humid climates and heavy rainfall, such as Central and South America, the Caribbean, Asia and Africa. Bananas are grown throughout the year in these locations, although demand and prices fluctuate based on the relative supply of bananas and the availability of seasonal and alternative fruit.
Bananas have a relatively short growing cycle and are grown in tropical locations with humid climates and heavy rainfall, such as Central and South America, the Caribbean, Asia and Africa.
Our Jordanian poultry and meats business includes a vertically-integrated poultry business, including poultry farms, hatcheries, a feed mill, a slaughterhouse and a meat processing plant. Our biomass initiatives include a Kenyan biofertilizer plant, which will use residues from the Company's pineapple cannery to create different types of biomass products for internal use and third-party sales to other growers.
Our specialty ingredients business, previously referred to as our biomass initiatives, include a Kenyan biofertilizer plant, which will use residues from the Company's pineapple cannery to create different types of biomass products for internal use and third-party sales to other growers.
Seasonality Due to seasonal sales price fluctuations, we have historically realized a greater portion of our net sales and of our gross profit during the first two calendar quarters of the year.
The License Agreement provides for use of the brand names for a period of five years with the first three years licensed on a royalty-free basis. Seasonality Due to seasonal sales price fluctuations, we have historically realized a greater portion of our net sales and of our gross profit during the first two calendar quarters of the year.
In addition, our logistics network enables us to continuously monitor and maintain the quality of our produce, ensure timely and regular distribution to customers on a year-round basis, and manage our inventory among distribution centers, as needed, to effectively respond to changes in market demand. 6 Table of Contents Sales and Marketing The Del Monte ® brand has been used to identify premium produce products for over 130 years and is recognized by consumers worldwide for quality, freshness and reliability.
In addition, our logistics network enables us to continuously monitor and maintain the quality of our produce, ensure timely and regular distribution to customers on a year-round basis, and manage our inventory among distribution centers, as needed, to effectively respond to changes in market demand.
During 2024, one customer, Walmart, Inc. (including its affiliates), accounted for approximately 9% of our total net sales. These sales are reported in our banana and fresh and value-added products segments. No customer accounted for 10% or more of our net sales in 2024. In 2024, our top 10 customers accounted for approximately 32% of our net sales.
These sales are reported in our banana and fresh and value-added products segments. No customer accounted for 10% or more of our net sales in 2025.
The quality assurance process begins on the farms and continues as harvested products enter our packing facilities.
The quality assurance process begins on the farms and continues as harvested products enter our packing facilities. Where appropriate, we cool the fresh produce at our packing facilities to maximize quality and optimize shelf life.
North America In 2024, 59% of our net sales were in North America where we have established a highly-integrated sales and marketing network that builds on our ability to control transportation and distribution throughout our extensive logistics network. We operate a total of 22 distribution centers and fresh-cut facilities within North America.
In 2025, our top 10 customers accounted for approximately 29% of our net sales. 7 Table of Contents North America In 2025, 58% of our net sales were in North America where we have established a highly-integrated sales and marketing network that builds on our ability to control transportation and distribution throughout our extensive logistics network.
In certain European markets, we use distributors to perform product distribution, sales and marketing activities for the prepared foods business. Under these distribution agreements, the sales, warehousing, logistics, marketing and promotion functions are all performed by the distributor. This strategy of utilizing independent distributors enables us to reduce distribution, sales and marketing expenses while allowing us to penetrate additional markets.
Under these distribution agreements, the sales, warehousing, logistics, marketing and promotion functions are all performed by the distributor. This strategy of utilizing independent distributors enables us to reduce distribution, sales and marketing expenses while allowing us to penetrate additional markets. During 2025, one customer, Walmart, Inc. (including its affiliates), accounted for approximately 7% of our total net sales.
Engagement and Opportunities Evolving our culture to increase employee engagement and productivity is a primary focus of our strategic plan as we believe an engaged workforce leads to a more innovative, productive and profitable company. Our employees are supported with training and development opportunities to pursue their careers and support compliance with our policies.
As a result, D&I helps us meet the needs of our customers around the world. Engagement and Opportunities Evolving our culture to increase employee engagement and productivity is a primary focus of our strategic plan as we believe an engaged workforce leads to a more innovative, productive and profitable company.
The level of marketing investment necessary to support the prepared foods business is significantly higher than that required for the fresh produce and fresh-cut fruit and vegetable business. We use a variety of promotional tools to build the Del Monte ® brand and engage consumers in key markets in Europe, Africa and the Middle East.
We use a variety of promotional tools to build the Del Monte ® brand and engage consumers in key markets in Europe, Africa and the Middle East. In certain European markets, we use distributors to perform product distribution, sales and marketing activities for the prepared foods business.
We require that our key third-party suppliers are certified against Global Food and Safety Initiative benchmarked standards or other standards needed to support the safety of their products and people. We are also supporting innovations to enhance soils, crop yields and resiliency to strengthen our farmers’ livelihoods.
We enforce our Supplier Code of Conduct so that our suppliers uphold these standards and eliminate labor violations in our supply chain. We require that our key third-party suppliers are certified against Global Food and Safety Initiative benchmarked standards or other standards needed to support the safety of their products and people.
A key element of our sales and marketing strategy is to use our distribution centers and fresh-cut facilities to provide value-added services to our customers. We actively support our customers through technical training in the handling of fresh produce, category management, in-store merchandising support, joint promotional activities, market research, inventory and other logistical support.
We actively support our customers through technical training in the handling of fresh produce, category management, in-store merchandising support, joint promotional activities, market research, inventory and other logistical support. The level of marketing investment necessary to support the prepared foods business is significantly higher than that required for the fresh produce and fresh-cut fruit and vegetable business.
We believe that the Middle East, North Africa and Central Asian countries represent an area for sales growth and development of our fresh and prepared food products. Utilizing our extensive knowledge of this region, we plan to continue capitalizing on this opportunity with increased focus in these markets. Asia In 2024, 10% of our net sales were in Asia.
We believe that the Middle East, North Africa and Central Asian countries represent an area for sales growth and development of our fresh and prepared food products.
We take a proactive approach to the health and well-being of our communities by contributing to the development of health services and infrastructure. We also support many local organizations and initiatives that promote healthy and active lifestyles, and sponsor local sports teams and organizations throughout our regions.
We also support many local organizations and initiatives that promote healthy and active lifestyles, and sponsor local sports teams and organizations throughout our regions. Safety We are committed to building a culture of safety with the goal of zero incidents.
Costa Rica is our most significant sourcing location representing approximately 37% of our total sales volume of fresh produce products and where 38% of our property, plant and equipment was located in 2024.
Costa Rica is our most significant sourcing location representing approximately 34% of our total sales volume of fresh produce products and where 41% of our property, plant and equipment was located in 2025. 3 Table of Contents Fresh and value-added products Our fresh and value-added products segment includes sales of the following product categories: Fresh-cut produce (fresh-cut fruit and fresh-cut vegetables) Our fresh-cut produce sales in 2025 represented 20% of our total net sales.
Competition The global fresh produce industry is a highly competitive business, and the effect of competition is intensified because of the perishable nature of the products.
As part of this effort, we invested in conserving over 8,000 hectares of forest in Costa Rica. 9 Table of Contents Competition The global fresh produce industry is a highly competitive business, and the effect of competition is intensified because of the perishable nature of the products.
In the Philippines, we have leased approximately 4,000 hectares of land where we have planted approximately 3,055 hectares of bananas for the Asia and the Middle East markets.
Approximately 94% of our Philippine-sourced bananas were supplied in 2025 by one grower, representing 13% of the Philippines banana industry volume in 2025. In the Philippines, we have leased approximately 610 hectares of land where we have planted approximately 505 hectares of bananas for the Asia and the Middle East markets.
We believe that outsourcing by food retailers will increase, particularly as food safety regulations become more stringent and retailers demand more value-added services.
The majority of fresh-cut produce is sold to consumers through retail and club store settings, as well as non-conventional settings such as e-commerce, convenience stores, and airports. We believe that outsourcing by food retailers will increase, particularly as food safety regulations become more stringent and retailers demand more value-added services.
Logistics Operations We conduct complex logistics operations on a global basis, transporting our products from the countries in which they are grown to the many markets in which they are sold worldwide. Maintaining fresh produce at the appropriate temperature is an important factor in preventing premature ripening and optimizing product quality and freshness.
Maintaining fresh produce at the appropriate temperature is an important factor in preventing premature ripening and optimizing product quality and freshness.
We produce bananas on Company-controlled farms in Costa Rica, Guatemala, the Philippines, Panama and Brazil, and we purchase bananas from independent growers in Guatemala, the Philippines, Ecuador, and Colombia. In 2024, we produced approximately 47% of the banana volume we sold on Company-controlled farms, and we purchased the remainder from independent growers.
In 2025, we produced approximately 47% of the banana volume we sold on Company-controlled farms, and we purchased the remainder from independent growers. Although our supply contracts are primarily long-term, we also make purchases in the spot market, primarily in Ecuador.
We employ a variety of marketing tools, including advertising, public relations and promotions to reinforce our brand equity with consumers and the trade. Depending on the product and market, we also provide technical, logistical and merchandising support aimed at safeguarding the superior quality of our products to the ultimate consumer.
Depending on the product and market, we also provide technical, logistical and merchandising support aimed at safeguarding the superior quality of our products to the ultimate consumer. Our sales activities are conducted by our sales force, which operates through sales offices worldwide and at each of our distribution centers.
Our sales and marketing activities are conducted by our sales force located at our sales offices worldwide and at each of our distribution centers. Our commercial efforts are supported by marketing professionals located in key markets and regional offices.
These commercial efforts are supported by centralized and regional marketing professionals located in key markets. A key element of our sales and marketing strategy is to use our distribution centers and fresh-cut facilities to provide value-added services to our customers.
We strive to expand this status by increasing our leading position in fresh-cut produce, expanding our fresh fruit and vegetable business, continuing to grow these value-added products and diversifying our other fresh produce selections. 2 Table of Contents Sourcing and Production A graphic depicting our geographic sales and sourcing operations as of the end of 2024 is shown below.
We strive to expand this status by increasing our leading position in fresh-cut produce, expanding our fresh fruit and vegetable business, continuing to grow these value-added products and diversifying our other fresh produce selections. 2 Table of Contents Del Monte Foods Acquisition On January 15, 2026, we were selected as the successful bidder by the United States Bankruptcy Court for the District of New Jersey (the “Court”) to acquire select assets of Del Monte Foods Corporation II Inc. and its affiliates ("Del Monte Foods") for approximately $285 million plus the assumption of certain liabilities following a competitive bankruptcy auction process under Section 363 of the U.S.
Removed
We also distribute under the Mann Packing family of brands in North America including Mann ®™ , Mann's Logo ® , Nourish Bowls ® , Broccolini ® and Caulilini ® .

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeThese types of transactions involve certain risks, including risks related to: • identifying appropriate acquisition candidates or business partners; • potential difficulties in successfully integrating acquired operations; • the quality of products of an acquired businesses or business partners compared to the products we provide; • any loss of key employees of acquired operations or any inability to hire or retain key employees necessary to integrate an acquired business or otherwise implement our growth strategy; • potential diversion of our capital and management attention away from other important business matters; • reputational and financial risks, such as potential unknown liabilities of any acquired business; • potential issues with the financial disclosures, accounting practices or internal control systems of any acquired business, joint venture or business partner; and • in the case of joint ventures and business partnerships, increased potential risks associated with the lesser degree of control that we may be able to exert due to the arrangements with our business partners.
Biggest changeThese types of transactions involve certain risks, including risks related to (i) identifying appropriate acquisition candidates or business partners, (ii) potential difficulties in successfully integrating acquired operations, (iii) the quality of products of an acquired business or business partners compared to the products we provide, (iv) any loss of key employees of acquired operations or any inability to hire or retain key employees necessary to integrate an acquired business or otherwise implement our growth strategy, (v) potential diversion of our capital and management time and attention away from other important business matters and (vi) reputational and financial risks, such as potential unknown liabilities of any acquired business.
There may not be significant demand for these products and services, we may not be successful in anticipating such demand for these value-added products and services or in establishing the requisite infrastructure to meet customer demand or the provision of these value-added services.
There may not be significant demand for these products and services, and we may not be successful in anticipating such demand for these value-added products and services or in establishing the requisite infrastructure to meet customer demand or the provision of these value-added services.
For example, new domestic and international laws and regulations relating to environmental, social and governance matters, including environmental sustainability and climate change, human capital management and cybersecurity, are under consideration or being adopted, such as the European Union's CSRD, California's Climate Corporate Data Accountability Act and Climate Related Financial Risk Act, and the SEC's Enhancement and Standardization of Climate-Related Disclosures, which include or may include specific, target-driven disclosure requirements or obligations.
For example, new domestic and international laws and regulations relating to environmental, social and governance matters, including environmental sustainability and climate change, human capital management and cybersecurity, are under consideration or being adopted, such as the European Union's CSRD and California's Climate Corporate Data Accountability Act and Climate Related Financial Risk Act, and the SEC's Enhancement and Standardization of Climate-Related Disclosures for Investors, which include or may include specific, target-driven disclosure requirements or obligations.
Any damage by unforeseen events or system failure which causes interruptions to the input, retrieval and transmission of data or increase in the service time, whether caused by human error, natural disasters, power loss, computer viruses, intentional acts of vandalism, various forms of cybercrimes including and not limited to hacking, ransomware, intrusions and malware or otherwise, could disrupt our normal operations.
Furthermore, any damage caused by unforeseen events or system failure which causes interruptions to the input, retrieval and transmission of data or increase in the service time, whether caused by human error, natural disasters, power loss, computer viruses, intentional acts of vandalism, various forms of cybercrimes including and not limited to hacking, ransomware, intrusions and malware or otherwise, could disrupt our normal operations.
Cybersecurity attacks may also result in the unauthorized access to or release of intellectual property, trade secrets and confidential business or otherwise protected information and corruption of our data. Such information could be leaked to competitors or the public which may result in a loss of competitive position and market share.
Cybersecurity attacks may result in the unauthorized access to or release of intellectual property, trade secrets and confidential business or otherwise protected information and corruption of our data. Such information could be leaked to competitors or the public which may result in a loss of competitive position and market share.
Our business is multinational and subject to the political, economic and other risks that are inherent in operating in numerous countries, including: • a change in laws and regulations or imposition of currency restrictions and other restraints; • the imposition of import and export duties and quotas; • the risk that the government may expropriate assets; • the imposition of burdensome tariffs and quotas; • political changes and economic crises that may lead to changes in the business environment where we operate; • international conflicts and terrorist acts, which could impact our business, financial condition and results of operations; 21 Table of Contents • potential criminal activities targeting our employees, property or business activities, such as theft, vandalism, or physical attacks; • public health epidemics, such as COVID-19, which could impact employees and the global economy; • economic sanctions, which could disrupt our products, even if we do not sell directly into a sanctioned country; • potential violations or alleged violations of laws, regulations, safety codes, employment practices, human rights standards, anti-corruptions laws and other obligations, norms and ethical standards associated with our operations that may result in litigation costs and damage to our reputation, even if we are ultimately not found responsible; • changes in governmental agricultural policies such as price supports and acreage set aside programs in the jurisdictions where we conduct our significant growing operations; and • economic downturns, political instability, boycotts and war or civil disturbances that may disrupt our, our third-party suppliers' and our customers' production and distribution logistics or limit sales in individual markets.
Our business is multinational and subject to the political, economic and other risks that are inherent in operating in numerous countries, including: • a change in laws and regulations or imposition of currency restrictions and other restraints; • the imposition of import and export duties and quotas; • the risk that the government may expropriate assets; • the imposition of burdensome tariffs and quotas; • political changes and economic crises that may lead to changes in the business environment where we operate; 24 Table of Contents • international conflicts and terrorist acts, which could impact our business, financial condition and results of operations; • potential criminal activities targeting our employees, property or business activities, such as theft, vandalism, or physical attacks; • public health epidemics which could impact employees and the global economy; • economic sanctions, which could disrupt our products, even if we do not sell directly into a sanctioned country; • potential violations or alleged violations of laws, regulations, safety codes, employment practices, human rights standards, anti-corruptions laws and other obligations, norms and ethical standards associated with our operations that may result in litigation costs and damage to our reputation, even if we are ultimately not found responsible; • changes in governmental agricultural policies such as price supports and acreage set aside programs in the jurisdictions where we conduct our significant growing operations; and • economic downturns, political instability, boycotts and war or civil disturbances that may disrupt our, our third-party suppliers' and our customers' production and distribution logistics or limit sales in individual markets.
If future developments result in estimated cash flows that are less than currently estimated levels, these assets could be impaired. If incurred, future impairment of our intangible and/or long-lived assets could have a material adverse effect on our results of operations. During 2024, we incurred impairment charges to goodwill in our vegetable reporting unit of $1.4 million.
If future developments result in estimated cash flows that are less than currently estimated levels, these assets could be impaired. If incurred, future impairment of our intangible and/or long-lived assets could have a material adverse effect on our results of operations. For example, during 2024 we incurred impairment charges to goodwill in our vegetable reporting unit of $1.4 million.
In the event of extended power outages, natural disasters or other catastrophic occurrences, failures of the refrigeration systems in our fulfillment centers or third-party delivery trucks, failure to use adequate packaging to maintain appropriate temperatures, or other circumstances both within and beyond our control, our inability to store perishable inventory at specific temperatures could result in significant inventory losses as well as increased risk of food safety.
In the event of extended power outages, natural disasters or other catastrophic occurrences, failures of the refrigeration systems in our fulfillment centers 22 Table of Contents or third-party delivery trucks, failure to use adequate packaging to maintain appropriate temperatures, or other circumstances both within and beyond our control, our inability to store perishable inventory at specific temperatures could result in significant inventory losses as well as increased risk of food safety.
We may lose all or part of our investment relating to such companies if their value decreases as a result of their financial performance or for any other reason. 18 Table of Contents A sustained lack of profitability could cause us to incur impairment charges of our intangible and long-lived assets and/or record valuation allowances against our deferred tax assets.
We may lose all or part of our investment relating to such companies if their value decreases as a result of their financial performance or for any other reason. A sustained lack of profitability could cause us to incur impairment charges of our intangible and long-lived assets and/or record valuation allowances against our deferred tax assets.
If our research efforts do not yield results that are effective and accepted by consumers, our future operations and business may be adversely affected. Adverse weather, natural disasters and other conditions affecting the environment, including the effects of climate change, could result in substantial losses and weaken our financial condition.
If our research efforts do not yield results that are effective and accepted by consumers, our future operations and business may be adversely affected. 26 Table of Contents Adverse weather, natural disasters and other conditions affecting the environment, including the effects of climate change, could result in substantial losses and weaken our financial condition.
Furthermore, risks related to natural ecosystems degradation, decreased agricultural productivity in certain regions of the world, biodiversity loss, water resource depletion and deforestation, which are partially driven or exacerbated by climate change, may disrupt our business operations or those of our suppliers.
Risks related to natural ecosystems degradation, decreased agricultural productivity in certain regions of the world, biodiversity loss, water resource depletion and deforestation, which are partially driven or exacerbated by climate change, have and may continue to disrupt our business operations or those of our suppliers.
Customers may also reduce their purchases from us because of price increases. Additionally, our customers may face financial difficulties, including bankruptcy, or disruptions to their operations which may cause them to reduce their level of purchases from us or render them unable to satisfy their 15 Table of Contents outstanding credit balances on a timely basis.
Customers may also reduce their purchases from us because of price increases. Additionally, our customers may face financial difficulties, including bankruptcy, or disruptions to their operations which may cause them to reduce their level of purchases from us or render them unable to satisfy their outstanding credit balances on a timely basis.
For example, allegations regarding human rights violations have been made regarding our Kenya 17 Table of Contents subsidiary. Any media coverage resulting therefrom, could create a negative public perception of our business, which in turn could have a negative impact on our products’ acceptance by consumers or customers.
For example, allegations regarding human rights violations have been made regarding our Kenya subsidiary. Any media coverage resulting therefrom, could create a negative public perception of our business, which in turn could have a negative impact on our products’ acceptance by consumers or customers.
The failure of any patents, trademarks, trade secrets or other intellectual property rights to provide protection to our technologies would make it easier for our competitors to offer similar products, which could adversely affect our business, financial conditions and results of operations.
The failure of any 20 Table of Contents patents, trademarks, trade secrets or other intellectual property rights to provide protection to our technologies would make it easier for our competitors to offer similar products, which could adversely affect our business, financial conditions and results of operations.
Accordingly, if the U.S. dollar appreciates relative to the foreign currencies in which we receive sales proceeds, our operating results may be negatively affected. Our costs are also affected by fluctuations in the value, relative to U.S. dollar, of the currencies of the countries in which we have significant production operations.
Accordingly, if the U.S. dollar appreciates relative to the foreign currencies in which we receive sales proceeds, our operating results may be negatively affected. Our costs are also 17 Table of Contents affected by fluctuations in the value, relative to U.S. dollar, of the currencies of the countries in which we have significant production operations.
If we are unable to successfully develop and integrate the diversified product lines in our fresh-cut and value-added vegetable categories or use of fruit residues or if demand for these products does not meet expectations, we may not realize all the anticipated synergies and benefits of our investments which could have an adverse effect on our growth and our results of operations.
If we are unable to successfully develop and integrate the diversified product lines in our value-added categories, successfully commercialize use of fruit residues, or if demand for these products does not meet expectations, we may not realize all the anticipated synergies and benefits of our investments which could have an adverse effect on our growth and our results of operations.
A failure to comply with labeling requirements in any of the jurisdictions in which we do business could result in enforcement proceedings, an order barring the sale of part or all of a particular shipment of our products or, possibly, the sale of any of our products for a specified period.
A failure to comply with these evolving requirements in any of the jurisdictions in which we do business could result in enforcement proceedings, an order barring the sale of part or all of a particular shipment of our products or, possibly, the sale of any of our products for a specified period.
(“CCPA”). A cybersecurity incident that resulted in the disclosure of personal confidential information could lead to state or federal enforcement actions or private causes of action which could result in fines, penalties, judgments or other liabilities.
(“CCPA”). A cybersecurity 28 Table of Contents incident that resulted in the disclosure of personal confidential information could lead to state or federal enforcement actions or private causes of action which could result in fines, penalties, judgments or other liabilities.
In the past four years, we have been impacted by severe weather conditions such as hurricanes, severe rainstorms and flooding that have resulted in inventory write-offs and asset impairment charges ranging from $1.4 million to $2.7 million, and we could incur similar or greater costs in the future due to such events.
In the past four years, we have been impacted by severe weather conditions such as hurricanes, severe rainstorms and flooding that have resulted in inventory write-offs and asset impairment charges ranging up to $2.7 million, and we could incur similar or greater costs in the future due to such events.
If adverse public opinion about GMO or gene-edited products predominates, we may be unable to sell such innovative products in certain of our key markets, adversely affecting our ability to diversify our business.
If adverse 19 Table of Contents public opinion about GMO or gene-edited products predominates, we may be unable to sell such innovative products in certain of our key markets, adversely affecting our ability to diversify our business.
We cannot predict the impact, if any, of these potential changes, or any future changes in any of the countries in which we operate, to our business. However, such changes could adversely affect our business, financial position and results of operations.
We cannot predict the impact, if any, of these 25 Table of Contents potential changes, or any future changes in any of the countries in which we operate, to our business. However, such changes could adversely affect our business, financial position and results of operations.
Consequently, our results of operations, as expressed in U.S. dollars, may vary significantly because of fluctuations in currency exchange rates. Such disparities are particularly crucial to our business because we incur a significant portion of our costs and our net sales in foreign currencies (nearly 32% of our sales in fiscal 2024).
Consequently, our results of operations, as expressed in U.S. dollars, may vary significantly because of fluctuations in currency exchange rates. Such disparities are particularly crucial to our business because we incur a significant portion of our costs and our net sales in foreign currencies (nearly 33% of our sales in fiscal 2025).
For example, in connection with a current examination of the tax returns in three of these foreign jurisdictions, the taxing authorities have issued income tax deficiencies primarily related to transfer pricing aggregating approximately $231.9 million (including interest and penalties) for tax years 2012 through 2021.
For example, in connection with a current examination of the tax returns in three of these foreign jurisdictions, the taxing authorities have issued income tax deficiencies primarily related to transfer pricing aggregating approximately $260.6 million (including interest and penalties) for tax years 2012 through 2021.
The demand for our products may also be impacted by public commentaries about our products or similar products, as well as by changes in the level of advertising or promotional support that we employ or that are employed by relevant industry groups or third parties that provide competing products.
The demand for our products may also be impacted by public commentaries and social media narratives about our products or similar products, as well as by changes in the level of advertising or promotional support that we employ or that are employed by relevant industry groups or third parties that provide competing products.
These provisions include: • a classified board of directors; • a prohibition on shareholder action through written consents; • a requirement that general meetings of shareholders be called only by a majority of the Board or by the Chairman of the Board; • advance notice requirements for shareholder proposals and nominations; • limitations on the ability of shareholders to amend, alter or repeal our organizational documents; and • the authority of the Board to issue preferred shares on such terms that are determined by the Board itself.
These provisions include (i) a classified board of directors, (ii) a prohibition on shareholder action through written consents, (iii) a requirement that general meetings of shareholders be called only by a majority of the Board or by the Chairman of the Board, (iv) advance notice requirements for shareholder proposals and nominations, (v) limitations on the ability of shareholders to amend, alter or repeal our organizational documents; and (vi) the authority of the Board to issue preferred shares on such terms that are determined by the Board itself.
Damage or disruption to raw material supplies or our manufacturing or distribution capabilities due to weather, climate change, natural disaster, fire, cyber-attacks, pandemics (such as the COVID-19 pandemic), regulatory changes, governmental restrictions, strikes, import/export restrictions, regulatory changes, civil unrest, war, international conflict or other factors could impair our ability to produce and sell our products.
Damage or disruption to raw material supplies or our manufacturing or distribution capabilities due to weather, climate change, natural disaster, fire, cyber-attacks, pandemics, regulatory changes, governmental restrictions, strikes, import/export restrictions, regulatory changes, civil unrest, war, international conflict or other factors could impair our ability to produce and sell our products.
In the event of water scarcity or deterioration, we may incur increased production costs or face production constraints that may materially and adversely affect our financial condition, results of operations and cash flows. 24 Table of Contents The effects of climate change and climate change laws could have a material adverse impact on our financial condition and results of operations.
In the event of water scarcity or deterioration, we may incur increased production costs or face production constraints that may materially and adversely affect our financial condition, results of operations and cash flows. Costs of compliance with climate change laws could have a material adverse impact on our results of operations.
Item 1A. Risk Factors We are subject to many risks and uncertainties that may affect our future financial performance and our stock price. Some of the risks and uncertainties that may cause our financial performance to vary or that may materially or adversely affect our financial performance or stock price are discussed below.
Item 1A. Risk Factors Summary of Principal Risk Factors We are subject to many risks and uncertainties that may affect our future financial performance and our stock price. Some of the risks and uncertainties that may cause our financial performance to vary or that may materially or adversely affect our financial performance or stock price as outlined below.
Sales to Walmart, Inc., our largest customer, amounted to approximately 9% of our total net sales in fiscal 2024, and our top 10 customers collectively accounted for approximately 32% of our total net sales. We expect that a significant portion of our revenues will continue to be derived from a small number of customers.
Sales to Walmart, Inc., our largest customer, amounted to approximately 7% of our total net sales in fiscal 2025, and our top 10 customers collectively accounted for approximately 29% of our total net sales. We expect that a significant portion of our revenues will continue to be derived from a small number of customers.
We are diversifying our product lines through expansion of our service offerings to include a higher proportion of value-added products and services, such as the preparation of fresh-cut produce, ripening, customized sorting and packing, direct-to-store delivery and in-store merchandising and promotional support.
We are diversifying our product lines through expansion of our service offerings to include a higher proportion of value-added products and services, such as customized sorting and packing, direct-to-store delivery and in-store merchandising and promotional support.
Increased product prices may result in reductions in sales volume if consumers are less willing to pay a price differential for our branded products and instead elect to purchase lower-priced offerings or forgo some purchases altogether, during an economic downturn especially if inflation further reduces consumer purchasing power.
Even if we are able to pass along costs, increased product prices may result in reductions in sales volume if consumers are less willing to pay a price differential for our branded products and instead elect to purchase lower-priced offerings or forgo some purchases altogether. This is especially relevant during an economic downturn if inflation further reduces consumer purchasing power.
For example, our ability to meet certain environmental sustainability goals or initiatives will depend in part on third-party collaboration, the availability of suppliers that can satisfy new requirements, mitigation innovations and/or the availability of economically feasible solutions at scale.
In addition, our ability to implement some initiatives or achieve some goals is dependent on external factors. For example, our ability to meet certain environmental sustainability goals or initiatives will depend in part on third-party collaboration, the availability of suppliers that can satisfy new requirements, mitigation innovations and/or the availability of economically feasible solutions at scale.
In Brazil, water shortages have previously negatively impacted our banana production, and our pineapple farms in Kenya were affected by a drought linked to El Nino during 2016, 2017, and 2019. To mitigate water risks, we have invested heavily to upgrade existing infrastructure to more efficient irrigation systems like drip or low pressure/low volume sprinkler systems in Kenya and Guatemala.
In Brazil, water shortages have previously negatively impacted our banana production, and our pineapple farms in Kenya have been affected by droughts linked to El Nino. To mitigate water risks, we have invested heavily to upgrade existing infrastructure to more efficient irrigation systems like drip or low pressure/low volume sprinkler systems in Kenya and Guatemala .
When severe weather, natural disasters, and other adverse environmental conditions (i) destroy crops planted on our farms or our suppliers’ farms or (ii) prevent us from exporting these crops on a timely basis, we may lose our investment in those crops 23 Table of Contents and/or our costs of purchased fruit may increase.
When severe weather, natural disasters, and other adverse environmental conditions (i) destroy crops planted on our farms or our suppliers’ farms or (ii) prevent us from exporting these crops on a timely basis, we may lose our investment in those crops and/or our costs of purchased fruit may increase, including as a result of lower production volumes.
Additional sales of our equity capital could substantially dilute the ownership interest of existing shareholders. Increases in interest rates could increase the cost of servicing our indebtedness and have an adverse effect on our results of operations and cash flows. Our current credit facility bears interest at a variable rate, which will generally change as interest rates change.
Increases in interest rates could increase the cost of servicing our indebtedness and have an adverse effect on our results of operations and cash flows. Our current credit facility bears interest at a variable rate, which will generally change as interest rates change.
For example, the FDA issued a final rule on additional traceability recordkeeping requirements, which will be effective January 20, 2026, designed to facilitate faster identification and rapid removal of potentially contaminated food.
For example, the FDA issued a final rule on additional traceability recordkeeping requirements, originally scheduled to be effective January 20, 2026 (which has been extended to July 20, 2028), designed to facilitate faster identification and rapid removal of potentially contaminated food.
In addition, many of these types of materials and costs are subject to price fluctuations related to a number of factors, other than inflation, such as market conditions, weather, energy costs, currency fluctuations, supplier capacities, regulatory changes, governmental actions, import and export requirements (including tariffs), regulatory changes and acts of war or international conflict (such as the ongoing conflict in the Middle East, between Russia and Ukraine and shipping disruptions in the Red Sea).
These types of materials and costs are also subject to price fluctuations arising from market conditions, weather, energy costs, currency fluctuations, supplier capacities, regulatory changes, governmental actions, import and export requirements (including tariffs), regulatory changes and acts of war or international conflict (such as the ongoing conflict in the Middle East, between Russia and Ukraine and shipping disruptions in the Red Sea).
Fresh produce is vulnerable to adverse weather conditions, which are common but difficult to predict. The effects of natural disasters may be intensified by the ongoing global climate change.
Fresh produce is vulnerable to adverse weather conditions, which are common but difficult to predict. The effects of natural disasters may be intensified or occur with higher frequency because of the ongoing global climate change.
These actions may further boost U.S. inflation, resulting in an increase in the cost of manufacturing food produce, reduced customer purchasing power, increased price pressure, and reduced or cancelled orders and increased supply chain costs.
These actions impact U.S. inflation, particularly food price inflation, resulting in an increase in the cost of manufacturing food produce, reduced customer purchasing power, declining consumer confidence, increased price pressure, and reduced or cancelled orders and increased supply chain costs.
Water scarcity in our growing regions could adversely affect our agricultural operations, financial condition, results of operations and cash flows. Water is vital to grow the fresh produce that our business relies on. In recent years, water deficits in certain regions have become more evident.
Water scarcity in our growing regions could adversely affect our agricultural operations and our profitability. 27 Table of Contents Water is vital to grow the fresh produce that our business relies on. In recent years, water deficits in certain regions have become more evident.
Our business depends on the use of fertilizers, pesticides and other agricultural products. The use and disposal of these products are often regulated by various agencies.
Our business depends on the use of herbicides, pesticides, fertilizers, and other agricultural products and other potentially hazardous substances in the operation of our business. The use and disposal of these products are often regulated by various agencies.
Our business and employment practices are also subject to regulation by the U.S. Department of Transportation, as well as its agencies, the Surface Transportation Board, the Federal Highway Administration, the Federal Motor Carrier Safety Administration, and the National Highway Traffic Safety Administration, which collectively regulate our trucking business through the regulation of operations, safety, insurance and hazardous materials.
Department of Transportation, as well as its agencies, the Surface Transportation Board, the Federal Highway Administration, the Federal Motor Carrier Safety Administration, and the National Highway Traffic Safety Administration, which collectively regulate our trucking business through the regulation of operations, safety, insurance and hazardous materials.
Changes to our processes and procedures could impose unanticipated costs and/or materially impact our business. Violations of these laws and regulations can result in substantial fines or penalties. There is no assurance that these modifications and improvements and any fines or penalties would not have an adverse effect on our business, financial condition and results of operations.
Violations of these laws and regulations can result in substantial fines or penalties. There is no assurance that these modifications and improvements and any fines or penalties would not have an adverse effect on our business, financial condition and results of operations.
We rely primarily on patent, copyright, trademark and trade secret laws to protect our proprietary technologies. We protect our technology by, among other things, filing patent applications for technology relating to the development of our business in the U.S., the EU and selected foreign jurisdictions. Our trademarks and brand names are registered in jurisdictions throughout the world.
We protect our technology by, among other things, filing patent applications for technology relating to the development of our business in the U.S., the EU and selected foreign jurisdictions. Our trademarks and brand names are registered in jurisdictions throughout the world.
During recent years we have experienced elevated commodity and supply chain costs, including the costs of raw materials, packaging materials, labor, energy, fuel, transportation and other inputs necessary for the production and distribution of our products.
During recent years, we have experienced elevated commodity and supply chain costs, including the costs of raw materials, packing materials, labor, energy, fuel, transportation and other inputs necessary for the production and distribution of our products. The price and availability of various commodities can significantly affect our costs.
Our profitability depends on the profit margins and sale volumes of bananas, pineapples, avocados and other fresh produce. Market prices of bananas, pineapples, avocados and other fresh produce are volatile and difficult to predict because they are affected by various factors, including their availability and quality in the marketplace, imbalances of supply and demand and import regulations.
Market prices of bananas, pineapples, avocados and other fresh produce are volatile and difficult to predict because they are affected by various factors, including their availability and quality in the marketplace, imbalances of supply and demand and 16 Table of Contents import regulations.
The sale of food products for human consumption involves the risk of injury to consumers. Such injuries may result from tampering by unauthorized personnel or quality issues such as product contamination or spoilage, including the presence of foreign objects, substances, chemicals or residues introduced during the growing, packing, storage, handling or transportation phases.
Such injuries may result from tampering by unauthorized personnel or quality issues such as product contamination or spoilage, including the presence of foreign objects, substances, chemicals or residues introduced during the growing, packing, storage, handling or transportation phases.
In addition, our profitability has depended significantly on the sale of our Del Monte Gold ® Extra Sweet pineapples. Increased competition in the production and sale of Del Monte Gold ® Extra Sweet pineapples or our other product categories could adversely affect our results.
The prepared foods markets are mature markets characterized by high levels of competition and consumer awareness. In addition, our profitability has depended significantly on the sale of our Del Monte Gold ® Extra Sweet pineapples. Increased competition in the production and sale of Del Monte Gold ® Extra Sweet pineapples or our other product categories could adversely affect our results.
As of February 14, 2025, they together directly owned 30.7% of our outstanding Ordinary Shares, and our Chairman and Chief Executive Officer holds, and is expected to continue to hold, an irrevocable proxy to vote all of these shares.
As of February 6, 2026, they together directly owned 30.0% of our outstanding Ordinary Shares, and our Chairman and Chief Executive Officer holds, and is expected to continue to hold, an irrevocable proxy to vote all of these shares with respect to most shareholder votes.
TR4 and other vascular crop diseases cause low-yielding banana crops, which has and may in the future result in impairment charges. We remain concerned that these crop diseases could affect Southeast Asia and other growing regions like Latin America, which could lead to the destruction of all or a portion of the banana crops.
We remain concerned that these crop diseases could affect Southeast Asia and other growing regions like Latin America, which could lead to the destruction of all or a portion of the banana crops.
Any enactment of laws or passage of regulations regarding greenhouse gas emissions or other climate change laws in the jurisdictions where we conduct business could materially and adversely affect our business, financial condition and results of operations.
Any enactment of laws or passage of regulations regarding greenhouse gas emissions or other climate change laws in the jurisdictions where we conduct business could materially and adversely affect our business, financial condition and results of operations. Risks Related to Our Information Systems Our operations and reputations could be harmed if our information technology systems fail to perform adequately.
The occurrence of any of these risks could materially adversely affect our business, financial condition and operating results. 19 Table of Contents Regulatory Risks We are subject to the risk of product contamination and product liability claims which could materially and adversely affect our results and financial condition.
The occurrence of any of these risks could materially adversely affect our business, financial condition and operating results. Regulatory Risks We are subject to the risk of product contamination and product liability claims which could materially and adversely affect our results and financial condition. The sale of food products for human consumption involves the risk of injury to consumers.
Our response will require increased costs to comply, the implementation of new reporting processes, entailing additional compliance risk, a skilled workforce and other incremental investments. We expect to experience increased compliance burdens and costs to meet the regulatory obligations included in these regulatory frameworks.
Our response will require increased costs to comply, the implementation of new reporting processes, entailing additional compliance risk, a skilled workforce and other incremental investments.
We own or lease, manage and operate manufacturing, processing, storage and office facilities, some of which are located in areas that are susceptible to harsh weather. We could be unable to accept and fulfill customer orders due to severe weather and natural disasters.
We own or lease, manage and operate manufacturing, processing, storage and office facilities, some of which are located in areas that are susceptible to harsh weather.
We also have various leases, and may enter into future equipment leases, with costs that increase as interest rates increase. Interest rates rose significantly in 2022 and 2023 in response to inflationary pressures in the U.S. and world economies. While inflationary pressures eased to some extent in 2024, the Federal Reserve decreased interest rates as compared to 2023.
We also have various leases, and may enter into future equipment leases, with costs that increase as interest rates increase. Interest rates rose significantly in 2023 in response to inflationary pressures in the U.S. and world economies. While inflationary pressures eased to some extent during 2025, however, it is uncertain the extent to which interests rates will continue to decrease.
We rely on these systems to, among other things, facilitate communications with our growers, distributors and customers; receive, process and ship orders on a timely basis, and to maintain accurate and up-to-date operating and financial data for the compilation of management information. The cyber threat landscape is growing increasingly complex and rapidly evolving, particularly considering growing geopolitical tensions.
We rely on these IT systems to, among other things, facilitate communications with our growers, distributors and customers; receive, process and ship orders on a timely basis, to maintain accurate and up-to-date operating and financial data for the compilation of management information and to comply with regulatory, legal and tax requirements.
We depend on independent growers and key suppliers to obtain products and raw materials. In the Philippines, we purchase most of our bananas through long-term contracts with independent growers. Approximately 12% of our banana net sales in 2024 were supplied by one grower in the Philippines. Termination of our relationships with our key suppliers could adversely affect our business.
We depend on independent growers and key suppliers to obtain products and raw materials. In the Philippines, we purchase most of our bananas through long-term contracts with independent growers. Approximately 13% of our banana net sales in 2025 were supplied by one grower in the Philippines with whom our contract is set to expire on February 28, 2026.
Furthermore, we may not be able to offset any cost increases through productivity initiatives or through our commodity hedging activity. Our profit margins for many of our products, including bananas, pineapples, avocados and other fresh produce, are volatile and we may not be able to increase prices to address cost increases.
Our profit margins for many of our products, including bananas, pineapples, avocados and other fresh produce, are volatile and we may not be able to increase prices to address cost increases. Our profitability depends on the profit margins and sale volumes of bananas, pineapples, avocados and other fresh produce.
Furthermore, changes of leadership at the FDA and the United States Department of Agriculture (the "USDA") amid a change in the food regulatory landscape shaped by the Trump administration's Make America Healthy Again movement may have a large impact on the food industry, including new rules governing nutrition and food date labeling.
Furthermore, changes of leadership at the FDA and the USDA shaped by the Trump administration's MAHA initiative may have a large impact on the food industry, including new rules governing nutrition and food date labeling.
The Company may not be able to completely mitigate the impact of the legislation, which could have an adverse material effect on our financial condition, results of operations and cash flows.
A significant number of other countries are expected to also implement similar legislation with varying effective dates in the future. The Company may not be able to completely mitigate the impact of the legislation, which could have an adverse material effect on our financial condition, results of operations and cash flows.
The extent of competition generally varies by product and is 14 Table of Contents influenced by various factors including price, product quality, brand recognition and customer loyalty, effectiveness of marketing and promotional activity, and the ability to identify and satisfy evolving consumer preferences.
The extent of competition generally varies by product and is influenced by various factors including price, product quality, brand recognition and customer loyalty, effectiveness of marketing and promotional activity, and the ability to identify and satisfy evolving consumer preferences. In the banana and pineapple markets, we primarily compete with a limited number of multinational and large regional producers.
We may not be able to successfully consummate and manage ongoing acquisition, joint venture and business partnership activities, which could have an adverse impact on our results. Our growth strategy includes acquisitions and expansion. Accordingly, we may acquire other businesses or enter into joint ventures or other business partnerships from time to time.
We may not be able to successfully consummate and manage ongoing acquisition, joint venture and business partnership activities, which could have an adverse impact on our results. In addition to the Acquisition of Del Monte Foods, our growth strategy includes acquisitions and expansion.
These risks can be exacerbated when a substantial portion of our production of a specific product is grown in one region, provided by a limited number of suppliers, or when it endangers one of our primary products. Adverse weather may also impact our supply chains, preventing us from procuring necessary supplies and delivering our products to our customers.
These risks can be exacerbated when a substantial portion of our production of a specific product is grown in one region, provided by a limited number of suppliers, or when it endangers one of our primary products.
Our business may be negatively affected if we are unable to retain our existing senior management personnel or attract additional qualified senior management personnel. Competition for these individuals is intense and our business may be adversely affected if we are not effective in filling critical leadership positions or in assimilating new executive talent into our organization. Item 1B.
Competition for these individuals is intense and our business may be adversely affected if we are not effective in filling critical leadership positions or in assimilating new executive talent into our organization. 30 Table of Contents Item 1B. Unresolved Staff Comments None.
Legislative and regulatory authorities in the U.S., the EU, Canada and other international jurisdictions will likely continue to consider measures related to climate change and greenhouse gas emissions.
Legislative and regulatory authorities in the U.S., the EU, Canada and other international jurisdictions will likely continue to consider measures related to climate change and greenhouse gas emissions. We may be required to make additional investments of capital to maintain compliance with new laws and regulations.
Our failure to comply with these laws and regulations, or to obtain required approvals, could result in fines, as well as a ban or temporary suspension on the production of our products or limit or bar their distribution, and affect our development of new products, and thus materially adversely affect our business and operating results. 20 Table of Contents We are subject to legal and environmental risks arising from the transportation of our products and our commercial shipping and logistics business that could result in significant cash outlays.
Our failure to comply with these laws and regulations, to obtain required approvals or to adapt to the new trends in the nutrition and food industry could result in fines, as well as a ban or temporary suspension on the production of our products or limit or bar their distribution, and affect our sales and development of new products, and thus materially adversely affect our business and operating results.
In addition, it is unclear whether the courts of the Cayman Islands would enforce, either in an original action or in an action for enforcement of judgments of U.S. courts, liabilities that are predicated upon U.S. federal securities laws. 27 Table of Contents General Risks Our success depends on the services of our senior executives, the loss of any one of which could disrupt our operations.
In addition, it is unclear whether the courts of the Cayman Islands would enforce, either in an original action or in an action for enforcement of judgments of U.S. courts, liabilities that are predicated upon U.S. federal securities laws.
During recent years, including 2024, we have made investments in unconsolidated companies within the food, nutrition, and agricultural technology sectors, as well as in other minority investments. In the future, we may continue investing in similar companies that align with our long-term strategy and vision.
Additionally, during recent years we have made, and we may continue making, investments in unconsolidated companies within the food, nutrition, and agricultural technology sectors, as well as in other minority investments.
In January 2021, the EU did not renew the approval for mancozeb, a fungicide currently used in our operations, to be used within the EU member states. However, tolerances of mancozeb for products imported into the EU are still accepted and the EU is currently assessing whether these tolerances should be maintained, reduced, or eliminated.
However, tolerances of mancozeb for products imported into the EU are still accepted and the EU is currently assessing whether these tolerances should be maintained, reduced, or eliminated.
We rely on our information technology systems, some of which are or may be managed, hosted by or outsourced to third party service providers, to manage our business data, communications, supply chain, order entry and fulfillment and other business processes. For example, we partnered with a third-party software provider to improve our third party freight and logistic services.
Furthermore, some of our IT systems are or may be managed, hosted by or outsourced to third party service providers to manage our business data, communications, supply chain, order entry and fulfillment and other business processes.
Our business is regulated by foreign, federal, state and local environmental, health and safety laws and regulations, which involve compliance costs. These regulations affect daily operations and, to comply with all applicable laws and regulations, we have been and may be required in the future to modify our operations, purchase new equipment or make capital improvements.
These regulations affect daily operations and, to comply with all applicable laws and regulations, we have been and may be required in the future to modify our operations, purchase new equipment or make capital improvements. Changes to our processes and procedures could impose unanticipated costs and/or materially impact our business.
The fresh-cut produce market is highly fragmented, and we compete with multiple local and regional distributors of branded and unbranded fresh-cut produce and, for certain fresh-cut vegetables, a small number of large, branded producers and distributors. The prepared foods markets are mature markets characterized by high levels of competition and consumer awareness.
For other fresh fruit and vegetable products, we compete with several small producers and regional competitors. The fresh-cut produce market is highly fragmented, and we compete with multiple local and regional distributors of branded and unbranded fresh-cut produce and, for certain fresh-cut vegetables, a small number of large, branded producers and distributors.
Adverse information about our brand, whether or not true, may be instantly and easily posted on social media platforms at any time, especially given the rise of influencer marketing in the food industry. The harm may be immediate without affording us an opportunity for redress or correction.
Adverse information about our brand, whether or not true, may be instantly and easily posted on social media platforms at any time, especially given the rise of influencer marketing in the food industry. Negative publicity of this kind may potentially perpetuate marketplace confusion and adversely affect our relationship with customers and suppliers.
We also hold the sensitive personal data of our current and former employees, as well as proprietary information about our business, including strategic plans and intellectual property.
In the ordinary course of our business, we hold the sensitive personal data of our current and former employees, as well as proprietary information about our business, including strategic plans and intellectual property. The cyber threat landscape is growing increasingly complex and it is rapidly evolving, particularly considering growing geopolitical tensions.
Our reputation could be impacted by stakeholders’ perceptions of our sustainability initiatives. Should we not meet stakeholders’ expectations or communicate our efforts sufficiently, our reputation may be negatively impacted. In addition, our ability to implement some initiatives or achieve some goals is dependent on external factors.
There is no assurance that our initiatives will achieve their intended outcomes or that we will achieve any of these goals. Our reputation could be impacted by stakeholders’ perceptions of our sustainability initiatives. Should we not meet stakeholders’ expectations or communicate our efforts sufficiently, our reputation may be negatively impacted.
Our ability to maintain our competitive position is dependent to a large degree on the services of our senior management team and other key employees. Our future success depends upon our ability to attract and retain executive officers and other senior management, especially to support our current operations and business strategy.
General Risks Our success depends on the services of our senior executives, the loss of any one of which could disrupt our operations. Our ability to maintain our competitive position is dependent to a large degree on the services of our senior management team and other key employees.
If these reporting units do not perform as expected, the goodwill and other intangible assets associated with these reporting units may be at risk of impairment in the future.
If these reporting units do not perform as expected, the goodwill and other intangible assets associated with these reporting units may be at risk of impairment in the future. Additionally, we record impairments on long-lived assets when indicators of impairment are present and the estimated undiscounted cash flows of those assets are less than the assets’ carrying amount.
The payment of dividends or other distributions to us by our subsidiaries may be limited by the provisions of our credit agreements and other contractual requirements and by applicable legal restrictions on payment of dividends and other distributions. 26 Table of Contents If we were unable to meet our financial obligations, we would be forced to pursue one or more alternative strategies, such as selling assets, restructuring or refinancing our indebtedness or seeking additional equity capital, strategies which could be unsuccessful.
If we were unable to meet our financial obligations, we would be forced to pursue one or more alternative strategies, such as selling assets, restructuring or refinancing our indebtedness or seeking additional equity capital, strategies which could be unsuccessful. Additional sales of our equity capital could substantially dilute the ownership interest of existing shareholders.
We were able to recover our critical operational data and business systems promptly and do not expect the incident to have a material impact on our financial results. However, there is no guarantee that we will have similar success with an attack in the future should one occur.
While the incident did not have a material impact on our financial results, there is no guarantee that we will have similar success with an attack in the future should one occur. Our ability to operate efficiently and remain competitive may depend in part on our ability to adapt to technological innovation in our industry.
In such cases, payment of such costs or damages could have an adverse effect on our business, financial condition or results of operations.
Our insurance may not be adequate to cover such costs or damages or may not continue to be available at a price or under terms that are satisfactory to us. In such cases, payment of such costs or damages could have an adverse effect on our business, financial condition or results of operations.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeTo address these third-party risks, we have established strict criteria for technology supplier selection. ◦ Education and Awareness : We provide regular, mandatory training for personnel regarding cybersecurity threats to educate and empower our workforce to be vigilant against threat actors and actively participate in cybersecurity efforts. 28 Table of Contents Cybersecurity governance Board Oversight Our Board believes a strong cybersecurity strategy is vital to protect our business operations, sustain our control environment and honor our data protection obligations.
Biggest changeTo address these third-party risks, we have established strict criteria for technology supplier selection and implemented systems to perform ongoing detection and remediation of vendor risk across our supplier ecosystem. ◦ Education and Awareness : We provide regular, mandatory training for personnel regarding cybersecurity threats to educate and empower our workforce to be vigilant against threat actors and actively participate in cybersecurity efforts.
Management Oversight Our Chief Operating Officer ("COO"), Chief Financial Officer ("CFO"), VP of IT, CPO, General Counsel ("GC") and various members of the Incident Response Team play an important role in managing the Company's cybersecurity-related risks and maintaining an ongoing dialogue with our Board, the Governance Committee and the Company's Disclosure Committee.
The VP of IT and various members of the Incident Response Team report on cybersecurity threats, incidents, plans and responses to the Governance Committee and/or the entire Board on at least a quarterly basis, and more often as needed. 31 Table of Contents Management Oversight Our Chief Operating Officer ("COO"), Chief Financial Officer ("CFO"), VP of IT, CPO, General Counsel ("GC") and various members of the Incident Response Team play an important role in managing the Company's cybersecurity-related risks and maintaining an ongoing dialogue with our Board, the Governance Committee and the Company's Disclosure Committee.
Our Board has delegated to its Governance Committee the responsibility for monitoring the effectiveness of the Company's internal cybersecurity program and coordinates its findings with the company Audit Committee.
Cybersecurity governance Board Oversight Our Board believes a strong cybersecurity strategy is vital to protect our business operations, sustain our control environment and honor our data protection obligations. Our Board has delegated to its Governance Committee the responsibility for monitoring the effectiveness of the Company's internal cybersecurity program and coordinates its findings with the company Audit Committee.
Removed
The VP of IT and various members of the Incident Response Team report on cybersecurity threats, incidents, plans and responses to the Governance Committee and/or the entire Board on at least a quarterly basis, and more often as needed.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeIn Japan, we also operate three fresh-cut fruit facilities. One is owned and the other two are leased. In Hong Kong, we lease a distribution center. In addition, we lease two distribution centers in South Korea and own one facility that includes a fresh-cut fruit and vegetable operation. Our distribution centers include ripening technology and other value-added services.
Biggest changeIn Hong Kong, we lease a distribution center located in Kwai Chung. In addition, in South Korea, we lease one distribution center located in Changwon and own two distribution centers in Eumseong and Icheon. Our distribution centers include ripening technology and other value-added services. We own one fresh-cut facility that includes fresh-cut fruit and vegetable operation located in Eumseong.
The remaining 13 distribution centers are leased from third parties. All of our distribution centers have ripening capabilities and/or other value-added services. We own an avocado packing facility in Uruapan, Mexico. We also operate in four port facilities that include cross-docking and cold storage capabilities. Europe We own and operate a fresh-cut fruit facility in Wisbech, England.
The remaining 13 distribution centers are leased from third parties. All of our distribution centers have ripening capabilities and/or other value-added services. We own an avocado packing facility in Uruapan, Mexico. We also operate in four port facilities that include cross-docking and cold storage capabilities.
In Panama, we have a banana operation on leased land; approximately 2,500 acres of this leased land were under production at the end of 2024. South America In Brazil, we own approximately 21,000 acres of land of which 2,200 acres are under production. In Uruguay, we own approximately 6,400 acres which are leased to a third party.
In Panama, we have a banana operation on leased land; approximately 2,500 acres of this leased land were under production at the end of 2025. South America In Brazil, we own approximately 25,000 acres of land of which 2,300 acres are under production. In Uruguay, we own approximately 6,400 acres which are leased to a third party.
We own 9 of our distribution centers including our distribution center in Houston, Texas, a 200,000 square foot distribution center in Dallas, Texas, distribution centers in Plant City, Florida; Goodyear, Arizona; Kankakee, Illinois; Portland, Oregon, and a repack facility in Winder, Georgia. In Yuma, Arizona, we also have cooling facility while in California, we own production facilities in Gonzales.
We own 7 of our distribution centers including our distribution center in Houston, Texas, a 200,000 square foot distribution center in Dallas, Texas, distribution centers in Plant City, Florida; Goodyear, Arizona; Kankakee, Illinois; Portland, Oregon, and a repack facility in Winder, Georgia. In Yuma, Arizona, we also own a cooling facility.
Properties The following table summarizes the approximate plantation acreage under production that are owned or leased by us and the principal products grown on such plantations by location as of the end of 2024: Acres Under Production Location Acres Owned Acres Leased Products Costa Rica 45,508 5,013 Bananas, Pineapples, Melons Philippines — 17,124 Bananas, Pineapples Guatemala 8,973 5,436 Bananas, Melons Kenya — 11,362 Pineapples Chile 2,073 1,366 Non-Tropical Fruit Panama — 2,533 Bananas Brazil 2,282 — Bananas, Other Crops United States 600 — Melons Our significant properties include the following, which all relate to our fresh and value-added products or banana segments unless otherwise noted: 29 Table of Contents North America We operate a total of 22 distribution centers in the United States, of which 10 are also fresh-cut facilities.
Properties The following table summarizes the approximate plantation acreage under production that are owned or leased by us and the principal products grown on such plantations by location as of the end of 2025: Acres Under Production Location Acres Owned Acres Leased Products Costa Rica 43,886 5,187 Bananas, Pineapples, Melons Philippines — 9,214 Bananas, Pineapples Guatemala 9,079 4,298 Bananas, Melons Kenya — 10,660 Pineapples Chile 2,073 1,366 Non-Tropical Fruit Panama — 2,533 Bananas Brazil 2,282 — Bananas, Other Crops United States 599 — Melons Our significant properties include the following, which all relate to our fresh and value-added products or banana segments unless otherwise noted: North America We operate a total of 20 distribution centers in the United States, of which 9 are also fresh-cut facilities.
In Larissa, Greece, we own and operate a production facility for prepared fruit, tomato products and snacks. In Frankfurt, Germany, we own a distribution center which is currently leased to a third party. Asia Our products are distributed from four leased distribution centers located at strategic ports in Japan with cold storage.
In Frankfurt, Germany, we own a distribution center which is currently leased to a third party. 32 Table of Contents Asia Our products are distributed from four leased distribution centers located at strategic ports in Japan with cold storage. In Japan, we also operate two owned fresh-cut fruit facilities located in Kobe and Yokohama.
In Chile, we own approximately 6,400 acres of land, of which approximately 2,000 acres are primarily used for production of non-tropical fruits. We also lease approximately 1,300 acres in Chile for non-tropical fruit production. Africa In Thika, Kenya, we own and operate a warehouse, a pineapple cannery, a fresh pineapple packing facility, and a juice production facility.
In Chile, we own approximately 6,200 acres of land, of which approximately 2,000 acres are primarily used for production of non-tropical fruits. We also lease approximately 1,400 acres in Chile for non-tropical fruit production.
We own office space in Guatemala City, Guatemala, San Jose, Costa Rica and Amman, Jordan. Our remaining office space in North America, Europe, Asia, Central and South America and the Middle East is leased from third parties. 30 Table of Contents
Other Properties We own our U.S. executive headquarters building in Coral Gables, Florida and our South America regional headquarters building in Santiago, Chile. We own office space in Guatemala City, Guatemala, and Amman, Jordan. Our remaining office space in North America, Europe, Asia, Central and South America and the Middle East is leased from third parties. 33 Table of Contents
Additionally, during 2024 we opened a factory that will use our biomass products from our canning facility to produce biofertilizer and other related products. Middle East In Jordan, we own an integrated poultry business including poultry farms, hatcheries, a feed mill, a poultry slaughterhouse and a meat processing plant which relate to our other products and services segment.
Middle East In Jordan, we own an integrated poultry business including poultry farms, hatcheries, a feed mill, a poultry slaughterhouse and a meat processing plant which relate to our other products and services segment. In Jordan, we also own a 25 acre hydroponic greenhouse for lettuce on leased land where we have a fresh-cut processing center.
In Jordan, we also own a 25 acre hydroponic greenhouse for lettuce on leased land where we have a fresh-cut processing center. In the UAE, we lease a combined distribution and manufacturing center in Dubai. This facility includes fresh-cut fruit and vegetable operations, an ultra-fresh juice manufacturing operation and prepared foods manufacturing.
In the UAE, we lease a combined distribution and manufacturing center in Dubai. This facility includes fresh-cut fruit and vegetable operations, an ultra-fresh juice manufacturing operation and prepared foods manufacturing. In Saudi Arabia, we own 60% of a joint venture that leases two strategically located distribution centers in Jeddah and Riyadh.
Removed
In Saudi Arabia, we own 60% of a joint venture that leases two strategically located distribution centers in Jeddah and Riyadh as of year end 2024. Other Properties We own our U.S. executive headquarters building in Coral Gables, Florida and our South America regional headquarters building in Santiago, Chile.
Added
In Gonzales, California, we own production facilities which we began leasing to a third party in conjunction with the sale of our Mann Packing business during the fourth quarter of 2025. Europe We own and operate a fresh-cut fruit facility in Wisbech, England. In Larissa, Greece, we own and operate a production facility for prepared fruit, tomato products and snacks.
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Africa In Thika, Kenya, we own and operate a warehouse, a pineapple cannery, a fresh pineapple packing facility, a juice production facility and an IQF fruit processing plant. Additionally, during 2024 we opened a factory that will use our biomass products from our canning facility to produce biofertilizer and other related products.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changePursuant to local law, we registered real estate collateral with an approximate fair market value of $7.2 million in connection with the grant of the 2016 audit year injunction. This real estate collateral has a net book value of $3.8 million as of the year ended December 27, 2024.
Biggest changeDuring June 2025, we were notified of the hearing being suspended until further notice due to a pending constitutional remedy affecting a rule included in the arguments. Pursuant to local law, we registered real estate collateral with an approximate fair market value of $7.3 million in connection with the grant of the 2016 audit year injunction.
Consequently, we do not expect to accrue any additional amounts. For more information, see Note 16 " Commitments and Contingencies " to the Consolidated Financial Statements included in Part II, Item 8. Financial Statements and Supplementary Data of this Annual Report on Form 10-K. Item 4. Mine Safety Disclosures Not applicable. 31 Table of Contents PART II
Consequently, we do not expect to accrue any additional amounts. For more information, see Note 16 " Commitments and Contingencies " to the Consolidated Financial Statements included in Part II, Item 8. Financial Statements and Supplementary Data of this Annual Report on Form 10-K. Item 4. Mine Safety Disclosures Not applicable. 34 Table of Contents PART II
We will continue to vigorously contest the adjustments and to exhaust all administrative and judicial remedies necessary in both jurisdictions to resolve the matters, which could be a lengthy process.
We will continue to vigorously contest the adjustments and to exhaust all administrative and judicial remedies necessary in these jurisdictions to resolve the matters, which could be a lengthy process.
We are cooperating with and assisted CARB in its audits for the alleged violations during 2021. During 2024, we accrued expenses of $0.5 million as a contingent reserve which are included in asset impairments and other charges (credits), net in the Consolidated Statements of Operations.
We cooperated with and assisted CARB in its audits for the alleged violations during 2021. During 2024, we accrued expenses of $0.5 million as a contingent reserve which are included in asset impairments and other charges, net in the Consolidated Statements of Operations.
In addition, in connection with the grant of the 2012-2015 audit year injunction, we registered real estate collateral with an approximate fair market value of $30.0 million, and a net book value of $4.6 million as of the year ended December 27, 2024. The registration of this real estate collateral does not affect our operations in the country.
In addition, in connection with the grant of the 2012-2015 audit year injunction, we registered real estate collateral with an approximate fair market value of $30.6 million, and a net book value of $4.6 million as of the year ended December 26, 2025. The registration of this real estate collateral does not affect our operations in the country.
In a separate foreign jurisdiction where we are contesting tax assessments, the administrative court denied our appeal, and on March 4, 2020 we filed an action in the judicial court to contest the administrative court's decision. The case is still pending.
In a separate foreign jurisdiction where we are contesting tax assessments, the administrative court denied our appeal, and on March 4, 2020 we filed an action in the judicial court to contest the administrative court's decision. The case is still pending. In the third foreign jurisdiction, we received tax assessments related to the 2018-2021 audit years.
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This real estate collateral has a net book value of $3.8 million as of the year ended December 26, 2025.
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We have filed objections contesting these assessments and have subsequently initiated appeals. Subsequent to December 26, 2025, we received an unfavorable decision related to the appeals. We will continue to contest these assessments and have pursued further appeal through the applicable appellate forum.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe declaration, amount and payment of future dividends, if any, will be at the discretion of our Board and will depend upon many factors, including our results of operations, financial condition, capital requirements, restrictions in our debt agreements and other factors that our Board deem relevant. 32 Table of Contents Performance Graph The following graph compares the cumulative five-year total return of holders of FDP ordinary shares with the cumulative total returns of the S&P Smallcap 600 and S&P 600 Food Products indexes.
Biggest changeThe declaration, amount and payment of future dividends, if any, will be at the discretion of our Board and will depend upon many factors, including our results of operations, financial condition, capital requirements, restrictions in our debt agreements and other factors that our Board deem relevant.
As of February 14, 2025, we had 392 shareholders of record, which excludes shareholders whose shares were held by brokerage firms, depositories and other institutional firms. Dividends Holders of our Ordinary Shares are entitled to receive dividends when and if they are declared by our Board.
As of February 6, 2026, we had 402 shareholders of record, which excludes shareholders whose shares were held by brokerage firms, depositories and other institutional firms. Dividends Holders of our Ordinary Shares are entitled to receive dividends when and if they are declared by our Board.
Our Board declared and paid a cash dividend of $0.25 per share during the first, second, third, and fourth quarters of 2024. In addition, on February 21, 2025, our Board declared a cash dividend of $0.30 per share, payable on March 28, 2025 to shareholders of record on March 10, 2025.
Our Board declared and paid a cash dividend of $0.30 per share during the first, second, third, and fourth quarters of 2025. In addition, on February 17, 2026, our Board declared a cash dividend of $0.30 per share, payable on March 27, 2026 to shareholders of record on March 4, 2026.
The graph tracks the performance of a $100 investment in our common stock and in each of the indexes (with the reinvestment of all dividends) from December 27, 2019 to December 27, 2024. 12/27/2019 1/1/2021 12/31/2021 12/30/2022 12/29/2023 12/27/2024 Fresh Del Monte Produce Inc. 100.00 69.40 80.88 78.46 80.88 105.78 S&P Smallcap 600 100.00 111.29 141.13 118.41 137.42 149.37 S&P 600 Food Products 100.00 98.07 108.31 104.79 114.36 124.27 The stock price performance included in this graph is not necessarily indicative of future stock price performance. 33 Table of Contents Item 6.
The graph tracks the performance of a $100 investment in our common stock and in each of the indexes (with the reinvestment of all dividends) from January 1, 2021 to December 26, 2025. 1/1/2021 12/31/2021 12/30/2022 12/29/2023 12/27/2024 12/26/2025 Fresh Del Monte Produce Inc. 100.00 116.53 113.06 116.55 152.41 171.17 S&P Smallcap 600 100.00 126.82 106.40 123.48 134.22 142.30 S&P 600 Food Products 100.00 110.44 106.85 116.60 126.71 91.89 The stock price performance included in this graph is not necessarily indicative of future stock price performance. 36 Table of Contents Item 6.
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Purchases of Equity Securities by the Issuer The following table provides information regarding our purchases of ordinary shares during the periods indicated: Period Total Number of Shares Purchased (1) Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Dollar Value of Shares that May Yet Be Purchased Under the Program September 27, 2025 to October 24, 2025 — $ — — October 25, 2025 to November 21, 2025 — $ — — November 22, 2025 to December 26, 2025 410,409 $ 36.56 410,409 Total 410,409 $ 120,180,420 (1) On February 21, 2025, our Board of Directors approved a share repurchase program (the Stock Repurchase Program") of up to $150 million of our ordinary shares.
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The Stock Repurchase Program does not obligate the Company to purchase a minimum amount of shares. The Stock Repurchase Program has no expiration date and will continue until otherwise modified or terminated by the Company's Board of Directors at any time in its sole discretion.
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All shares repurchased during the periods above were repurchased in open market transactions pursuant to this share repurchase program. 35 Table of Contents Performance Graph The following graph compares the cumulative five-year total return of holders of FDP ordinary shares with the cumulative total returns of the S&P Smallcap 600 and S&P 600 Food Products indexes.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeWe may also, from time to time, prepay outstanding indebtedness on our credit facilities, repurchase and retire ordinary shares of our common stock or acquire assets or businesses that we believe are complementary to our operations. 39 Table of Contents A summary of our cash flows is as follows (U.S. dollars in millions): Year ended December 27, 2024 December 29, 2023 December 30, 2022 Summary cash flow information: Net cash provided by operating activities $ 182.5 $ 177.9 $ 61.8 Net cash provided by (used in) investing activities 20.4 56.4 (49.1) Net cash used in financing activities (209.9) (213.5) (12.0) Effect of exchange rate changes on cash 5.8 (4.2) 0.4 Net (decrease) increase in cash and cash equivalents (1.2) 16.6 1.1 Cash and cash equivalents, beginning 33.8 17.2 16.1 Cash and cash equivalents, ending $ 32.6 $ 33.8 $ 17.2 Operating activities Net cash provided by operating activities was $182.5 million for 2024 compared with $177.9 million for 2023, an increase of $4.6 million.
Biggest changeA summary of our cash flows is as follows (U.S. dollars in millions): Year ended December 26, 2025 December 27, 2024 December 29, 2023 Summary cash flow information: Net cash provided by operating activities $ 245.1 $ 182.5 $ 177.9 Net cash (used in) provided by investing activities (48.7) 20.4 56.4 Net cash used in financing activities (165.7) (209.9) (213.5) Effect of exchange rate changes on cash 0.9 5.8 (4.2) Net increase (decrease) in cash, cash equivalents and restricted cash 31.6 (1.2) 16.6 Cash, cash equivalents and restricted cash, beginning 32.6 33.8 17.2 Cash, cash equivalents and restricted cash, ending $ 64.2 $ 32.6 $ 33.8 Operating activities Net cash provided by operating activities was $245.1 million for 2025 compared with $182.5 million for 2024, an increase of $62.6 million.
The fair value of an asset is measured by either determining the expected future discounted cash flows of the asset group or by independent appraisal.
The fair value of an asset group is measured by either determining the expected future discounted cash flows of the asset group or by independent appraisal.
We continue to actively monitor geopolitical pressures around the world including, among others, the conflicts in the Middle East and other regional or global military conflicts.
Additionally, we continue to actively monitor geopolitical pressures around the world including, among others, the conflicts in the Middle East and other regional or global military conflicts.
Gross profit in the fresh and value-added products segment included $0.6 million of other product-related charges in 2024 primarily related to $1.2 million of severance charges from the outsourcing of certain functions within our operations, $0.6 million of additional logistic expenses and inventory write-offs incurred as a result of Hurricane Beryl during July 2024, and $0.2 million of inventory write-offs related to flooding damage at melon farms in Costa Rica, partially offset by $1.7 million of insurance recoveries, net of expenses, associated with the flooding of a production facility in Greece.
Gross profit in the fresh and value-added products segment included $0.6 million of other product-related charges in 2024 primarily related to $1.2 million of severance charges from the outsourcing of certain functions within our operations, $0.6 million of additional logistic expenses and inventory write-offs incurred as a result of Hurricane Beryl, and $0.2 million of inventory write-offs related to flooding damage at melon farms in Costa Rica, partially offset by $1.7 million of insurance recoveries, net of expenses, associated with the flooding of a seasonal production facility in Greece during 2023.
Sea transportation cost is the most significant component of logistics costs and is comprised of: 35 Table of Contents • Ship operating expenses - includes operations, maintenance, depreciation, insurance, fuel (the cost of which is subject to commodity price fluctuations), and port charges. • Chartered ship costs - includes the cost of chartering the ships, fuel and port charges. • Container equipment-related costs - includes leasing expense and in the case of owned equipment, also depreciation expense. • Third-party containerized shipping costs - includes the cost of using third-party shipping in our logistics operations.
Sea transportation cost is the most significant component of logistics costs and is comprised of: • Ship operating expenses - includes operations, maintenance, depreciation, insurance, fuel (the cost of which is subject to commodity price fluctuations), and port charges. • Chartered ship costs - includes the cost of chartering the ships, fuel and port charges. • Container equipment-related costs - includes leasing expense and in the case of owned equipment, also depreciation expense. • Third-party containerized shipping costs - includes the cost of using third-party shipping in our logistics operations.
The impairment test for assets held for use requires a comparison of the estimated undiscounted cash flows expected to be generated over the useful life of the significant asset of an asset group to the carrying amount of the asset group.
The impairment test for assets held for use requires a comparison of the estimated undiscounted cash flows expected to be generated over the useful life of the primary asset of an asset group to the carrying amount of the asset group.
Additionally, it requires us to comply with certain other covenants, including limitations on capital investments, the amount of dividends that can be paid in the future, the 41 Table of Contents amounts and types of liens and indebtedness, material asset sales, and mergers.
Additionally, it requires us to comply with certain other covenants, including limitations on capital investments, the amount of dividends that can be paid in the future, the amounts and types of liens and indebtedness, material asset sales, and mergers.
As of December 27, 2024, we were in compliance with all the covenants contained in the 2024 Amended Credit Facility. In addition to the indebtedness under our 2024 Amended Credit Facility, our material cash requirements include contractual obligations from other working capital facilities and lease obligations.
As of December 26, 2025, we were in compliance with all the covenants contained in the 2024 Amended Credit Facility. In addition to the indebtedness under our 2024 Amended Credit Facility, our material cash requirements include contractual obligations from other working capital facilities and lease obligations.
In connection with the examination of the tax returns in three foreign jurisdictions, the taxing authorities have issued income tax deficiencies primarily related to transfer pricing aggregating approximately $231.9 million (including interest and penalties) for tax years 2012 through 2021. We strongly disagree with the proposed adjustments and have filed a protest with each of the taxing authorities.
In connection with the examination of the tax returns in three foreign jurisdictions, the taxing authorities have issued income tax deficiencies primarily related to transfer pricing aggregating approximately $260.6 million (including interest and penalties) for tax years 2012 through 2021. We strongly disagree with the proposed adjustments and have filed a protest with each of the taxing authorities.
Our business is comprised of three reportable segments, two of which represent our primary businesses of fresh and value-added products and banana, and one that represents our other ancillary businesses. • Fresh and value-added products - includes pineapples, fresh-cut fruit, fresh-cut vegetables (which includes fresh-cut salads), melons, vegetables, non-tropical fruit (which includes grapes, apples, citrus, blueberries, strawberries, pears, peaches, plums, nectarines, cherries and kiwis), other fruit and vegetables, avocados, and prepared foods (which includes prepared fruit and vegetables, juices, other beverages, and meals and snacks). • Banana • Other products and services - includes our third-party freight and logistic services business, our Jordanian poultry and meats business and our biomass initiatives.
Our business is comprised of three reportable segments, two of which represent our primary businesses of fresh and value-added products and banana, and one that represents our other ancillary businesses. • Fresh and value-added products - includes pineapples, fresh-cut fruit, fresh-cut vegetables (which includes fresh-cut salads), melons, vegetables, non-tropical fruit (which includes grapes, apples, citrus, blueberries, strawberries, pears, peaches, plums, nectarines, cherries and kiwis), other fruit and vegetables, avocados, and prepared foods (which includes prepared fruit and vegetables, juices, other beverages, and meals and snacks). • Banana • Other products and services - includes our third-party freight and logistic services business, our Jordanian poultry and meats business and our specialty ingredients business (previously referred to as our biomass initiatives).
Management’s Discussion and Analysis of Financial Condition and Results of Operations ” of our annual report on Form 10-K for the year ended December 29, 2023, filed with the SEC on February 26, 2024, which is incorporated herein by reference.
Management’s Discussion and Analysis of Financial Condition and Results of Operations ” of our annual report on Form 10-K for the year ended December 27, 2024, filed with the SEC on February 26, 2025, which is incorporated herein by reference.
Gross profit in the bananas segment included $0.4 million of other product-related charges, primarily as a result of additional logistic expenses and inventory write-offs incurred as a result of Hurricane Beryl during July 2024. Gross margin decreased to 5.9% compared with 10.0% in the prior-year period.
Gross profit in the bananas segment for 2024 included $0.4 million of other product-related charges, primarily as a result of additional logistic expenses and inventory write-offs incurred as a result of Hurricane Beryl. Gross margin decreased to 4.8% compared with 5.9% in the prior-year period.
Fiscal year 2023 had 52 weeks and ended on December 29, 2023. Fiscal year 2022 had 52 weeks and ended on December 30, 2022. Current Macroeconomic Environment and Geopolitical Environment Starting in fiscal year 2021, we began experiencing inflationary and cost pressures due to volatility and disruption in the global economy.
Fiscal year 2024 had 52 weeks and ended on December 27, 2024. Fiscal year 2023 had 52 weeks and ended on December 29, 2023. Current Macroeconomic Environment and Geopolitical Environment Starting in fiscal year 2021, we began experiencing inflationary and cost pressures due to volatility and disruption in the global economy.
Gross profit for 2024 included $1.0 million of other product-related charges primarily related to $1.2 million of severance charges from the outsourcing of certain functions of our fresh and value-added operations, $1.0 million of additional logistic costs and inventory write-offs incurred as a result of Hurricane Beryl during July 2024, partially offset by $1.7 million related to insurance recoveries associated with the flooding of a production facility in Greece during 2023.
Gross profit for 2024 included $1.0 million of other product-related charges primarily related to $1.2 million of severance charges from the outsourcing of certain functions of our fresh and value-added operations and $1.0 million of additional logistic costs and inventory write-offs incurred as a result of Hurricane Beryl, partially offset by insurance recoveries of $1.7 million tied to the flooding of a seasonal production facility in Greece.
Fiscal Year Our fiscal year end is the last Friday of the calendar year, unless the first Friday subsequent to the end of the calendar year is January 1st (in which case our year end is January 1st). Fiscal year 2024 had 52 weeks and ended on December 27, 2024.
Fiscal Year Our fiscal year end is the last Friday of the calendar year, unless the first Friday subsequent to the end of the calendar year is January 1st (in which case our year end is January 1st). Fiscal year 2025 had 52 weeks and ended on December 26, 2025.
The actual impact of the new tariffs on our business is subject to a number of factors including the effective date and duration of such tariffs, additional countries included in the scope of tariffs in the future, changes to amounts, potential retaliatory tariffs imposed by other countries, and other variables.
The actual impact of the announced tariffs on our business is subject to a number of factors including the duration of such tariffs, changes to the countries included in the scope of tariffs in the future, changes to amounts, potential retaliatory tariffs imposed by other countries, and other variables.
Management’s Discussion and Analysis of Financial Condition and Results of Operations ” of our annual report on Form 10-K for the year ended December 29, 2023, filed with the SEC on February 26, 2024, which is incorporated herein by reference.
Management’s Discussion and Analysis of Financial Condition and Results of Operations ” of our annual report on Form 10-K for the year ended December 27, 2024, filed with the SEC on February 24, 2025, which is incorporated herein by reference.
Results of Operations - For the Year Ended December 29, 2023, Compared to the Year Ended December 30, 2022 For a comparison of our results of operations for the year ended December 29, 2023, compared to the year ended December 30, 2022, see “ Part II, Item 7.
Results of Operations - For the Year Ended December 27, 2024, Compared to the Year Ended December 29, 2023 For a comparison of our results of operations for the year ended December 27, 2024, compared to the year ended December 29, 2023, see “ Part II, Item 7.
We expect to fund these capital expenditures which primarily relate to our fresh and value-added and banana segments through operating cash flows and borrowings under our credit facility. Financing Activities Net cash used in financing activities was $209.9 million for 2024 and $213.5 million for 2023.
We expect to fund these capital expenditures, which primarily relate to our fresh and value-added products and banana segments, through operating cash flows and borrowings under our existing credit facility. Financing Activities Net cash used in financing activities was $165.7 million for 2025 and $209.9 million for 2024.
The following table highlights the sensitivities of the goodwill and indefinite-lived intangible assets at risk as of December 27, 2024 (U.S. dollars in millions): Banana Reporting Unit Goodwill Prepared Foods Reporting Unit Goodwill Prepared Foods Reporting Unit Del Monte ® Trade Names and Trademarks Carrying value of indefinite-lived intangible assets $ 64.2 $ 27.1 $ 31.7 Approximate percentage by which the fair value exceeds the carrying value based on the annual impairment test 17.7 % 8.6 % 40.9 % Amount that a one percentage point increase in the discount rate and a 5% decrease in cash flows would cause the carrying value to exceed the fair value and trigger an impairment $ 57.5 $ 27.1 $ — As of December 27, 2024, we are not aware of any additional items or events, other than the impairment recorded in our vegetable reporting unit during the fourth quarter of 2024, that would cause an adjustment to the carrying value of our goodwill and indefinite-lived intangible assets.
The following table highlights the sensitivities of the goodwill and indefinite-lived intangible assets which may be at risk for impairment as of December 26, 2025 (U.S. dollars in millions): Banana Reporting Unit Goodwill Prepared Foods Reporting Unit Goodwill Prepared Foods Reporting Unit Del Monte ® Trade Names and Trademarks Carrying value of indefinite-lived intangible assets $ 64.2 $ 27.1 $ 31.7 Approximate percentage by which the fair value exceeds the carrying value based on the annual impairment test 20.1 % 6.8 % 16.5 % Amount that a one percentage point increase in the discount rate and a 5% decrease in cash flows would cause the carrying value to exceed the fair value and trigger an impairment $ 41.9 $ 27.1 $ — As of December 26, 2025, we are not aware of any additional items or events that would cause an adjustment to the carrying value of our goodwill and indefinite-lived intangible assets.
Gain on disposal of property, plant and equipment, net and subsidiary - The gain on disposal of property, plant and equipment, net and subsidiary of $39.5 million during 2024 primarily related to the sale of two idle facilities and a warehouse in Chile, a Canadian distribution center and certain assets of Fresh Leaf Farms, a North American subsidiary in our fresh and value-added products segment.
The gain on disposal of property, plant and equipment, net and subsidiary of $39.5 million during 2024 primarily consisted of a $14.7 million gain on the sale of two idle facilities, a $11.3 million gain on the sale of a Canadian distribution center, a $7.7 million gain from the sale of a warehouse in South America, and $4.3 million related to the sale of certain assets of Fresh Leaf Farms, a North American subsidiary in our fresh and value-added products segment.
As of the date of our 2024 impairment testing, the related cash flows were discounted using rates ranging from 8.0% to 11.0% for our reporting units and we used long-term growth rates from 0.0% to 3.0%.
As of the date of our 2025 impairment testing, the related cash flows were discounted using rates ranging from 8.0% to 10.5% for our reporting units and we used long-term growth rates from 0.5% to 2.5%.
Selling, general and administrative expenses - Selling, general and administrative expenses increased by $10.2 million when compared with the prior-year period.
Selling, general and administrative expenses - Selling, general and administrative expenses increased by $15.8 million when compared with the prior-year period.
At December 27, 2024, $5.5 million remained in accumulated other comprehensive loss related to the terminated interest rate swap, of which $2.7 million is expected to be reclassified to earnings through interest expense over the next twelve months.
At December 26, 2025, $2.8 million remained in accumulated other comprehensive loss related to the terminated interest rate swap, of which $1.2 million is expected to be reclassified to earnings through interest expense over the next twelve months.
Financial Results by Segment The following table presents net sales and gross profit by segment (U.S. dollars in millions) and gross margin percentage: Year ended December 27, 2024 December 29, 2023 December 30, 2022 Segments Net Sales Gross Profit Gross Margin Net Sales Gross Profit Gross Margin Net Sales Gross Profit Gross Margin Fresh and value-added products $ 2,606.9 $ 243.3 9.3 % $ 2,477.8 $ 167.3 6.8 % $ 2,581.8 $ 183.0 7.1 % Banana 1,475.9 86.8 5.9 % 1,638.2 163.3 10.0 % 1,619.8 120.7 7.5 % Other products and services 197.4 27.8 14.1 % 204.7 20.1 9.8 % 240.7 36.5 15.2 % $ 4,280.2 $ 357.9 8.4 % $ 4,320.7 $ 350.7 8.1 % $ 4,442.3 $ 340.2 7.7 % Fresh and value-added products Net sales for 2024 were $2,606.9 million compared with $2,477.8 million in 2023.
Financial Results by Segment The following table presents net sales and gross profit by segment (U.S. dollars in millions) and gross margin percentage: Year ended December 26, 2025 December 27, 2024 December 29, 2023 Segments Net Sales Gross Profit Gross Margin Net Sales Gross Profit Gross Margin Net Sales Gross Profit Gross Margin Fresh and value-added products $ 2,621.9 $ 299.4 11.4 % $ 2,606.9 $ 243.3 9.3 % $ 2,477.8 $ 167.3 6.8 % Banana 1,490.4 71.0 4.8 % 1,475.9 86.8 5.9 % 1,638.2 163.3 10.0 % Other products and services 210.0 28.7 13.7 % 197.4 27.8 14.1 % 204.7 20.1 9.8 % $ 4,322.3 $ 399.1 9.2 % $ 4,280.2 $ 357.9 8.4 % $ 4,320.7 $ 350.7 8.1 % Fresh and value-added products Net sales for 2025 were $2,621.9 million compared with $2,606.9 million in 2024.
Year ended December 27, 2024 December 29, 2023 December 30, 2022 Net sales $ 4,280.2 $ 4,320.7 $ 4,442.3 Gross profit 357.9 350.7 340.2 Selling, general and administrative expenses 196.9 186.7 186.8 Operating income 196.3 58.5 156.3 Net sales - Net sales for 2024 were $4,280.2 million compared with $4,320.7 million in 2023.
Year ended December 26, 2025 December 27, 2024 December 29, 2023 Net sales $ 4,322.3 $ 4,280.2 $ 4,320.7 Gross profit 399.1 357.9 350.7 Selling, general and administrative expenses 212.7 196.9 186.7 Operating income 137.4 196.3 58.5 Net sales - Net sales for 2025 were $4,322.3 million compared with $4,280.2 million in 2024.
The increase in net sales was primarily a result of higher per unit selling prices and sales volume of avocado and pineapple due to stronger demand and higher sales volume of melon.
The increase in net sales was primarily a result of higher per unit selling prices of pineapple and higher per unit selling prices and sales volume of fresh-cut fruits due to strong market demand.
Capital expenditures related to the fresh and value-added products segment accounted for $35.5 million, or 69%, of our 2024 capital expenditures and $31.3 million, or 54%, of our 2023 capital expenditures.
Capital expenditures related to the fresh and value-added products segment accounted for $43.7 million, or 68%, of our 2025 capital expenditures and $35.5 million, or 69%, of our 2024 capital expenditures.
During 2023, these capital expenditures primarily related to improvements to our production operations in Central America. Capital expenditures related to the other products and services segment accounted for $2.5 million, or 5%, of our 2024 capital expenditures and $13.6 million, or 24%, of our 2023 capital expenditures. During 2024 these capital expenditures primarily related to our biomass initiatives.
During 2024, these capital expenditures primarily related to improvements to our production operations in Central America and port facilities in North America. Capital expenditures related to the other products and services segment accounted for $2.9 million, or 5%, of our 2025 capital expenditures and $2.5 million, or 5%, of our 2024 capital expenditures.
Other products and services Net sales for 2024 were $197.4 million compared with $204.7 million in 2023.
Other products and services Net sales for 2025 were $210.0 million compared with $197.4 million in 2024.
Accordingly, as of December 27, 2024, our principal sources of liquidity are (i) cash generated from operations of our subsidiaries, (ii) our combined $806 million of credit facilities with an available capacity of approximately $539 million and (iii) existing cash and cash equivalents of $32.6 million.
Accordingly, as of December 26, 2025, our principal sources of liquidity are (i) cash generated from operations of our subsidiaries, (ii) our combined $796 million of credit facilities with an available capacity of approximately $606 million and (iii) existing cash and cash equivalents of $35.7 million.
Asset impairment and other charges (credits), net - Asset impairment and other charges (credits), net of $4.2 million in 2024 primarily consisted of (1) a $1.8 million settlement agreement with respect to a litigation matter by a former employee, net of insurance reimbursements, (2) $1.5 million of impairment charges of damaged buildings located at farms in Costa Rica, (3) $1.4 million of impairment charges related to goodwill in our vegetable reporting unit, and (4) a $0.5 million reserve recorded due to a potential liability arising from our third-party logistics operations, partially offset by a $2.0 million insurance reimbursement related to fire damages at a warehouse in Chile.
Asset impairment and other charges, net of $4.2 million in 2024 primarily consisted of (1) a $1.8 million settlement agreement with respect to a litigation matter by a former employee, net of insurance reimbursements, (2) $1.5 million of impairment charges of damaged buildings located at farms in Costa Rica, (3) $1.4 million of impairment charges related to goodwill in our vegetable reporting unit, and (4) a $0.5 million reserve related to a regulatory matter arising from our third-party logistics operations, partially offset by a $2.0 million insurance reimbursement related to fire damages at a warehouse in Chile. 41 Table of Contents Operating income - Operating income decreased by $58.9 million in 2025 when compared with 2024, mainly due to higher asset impairment charges, net and a lower gain on disposal of property, plant and equipment, net.
As of December 27, 2024, we had $539.2 million of borrowing availability under committed working capital facilities, primarily under the Amended Revolving Credit Facility.
As of December 26, 2025, we had $605.5 million of borrowing availability under committed working capital facilities, primarily under the Amended Revolving Credit Facility.
Gross profit for 2024 was $27.8 million compared to $20.1 million in 2023. The increase in gross profit was primarily a result of higher net sales and lower per unit production costs in our poultry and meats business, partially offset by lower rates in our third-party ocean freight services. Gross margin increased to 14.1% from 9.8% in the prior-year period.
Gross profit for 2025 was $28.7 million compared to $27.8 million in 2024. The slight increase in gross profit was primarily a result of higher net sales partially offset by higher per unit production costs in our poultry and meats business. Gross margin decreased to 13.7% from 14.1% in the prior-year period.
Net cash provided by investing activities for 2024 primarily consisted of proceeds from the sale of property, plant and equipment and subsidiary of $74.4 million, primarily relating to the sale of three facilities in South America, a distribution center in Canada, and certain assets of Fresh Leaf Farms, a North American subsidiary in our fresh-cut vegetable business, and $5.7 million of insurance recoveries received for damage to property, plant and equipment associated with the flooding of a production facility in Greece during 2023.
Partially offsetting the net cash used in investing activities were proceeds from the sale of property, plant and equipment of $25.0 million, primarily relating to the sale of four carrier vessels, two idle properties in Chile, and an administrative office in Costa Rica, and $2.5 million in distributions from our investments in unconsolidated companies. 44 Table of Contents Net cash provided by investing activities for 2024 primarily consisted of proceeds from the sale of property, plant and equipment and subsidiary of $74.4 million, primarily relating to the sale of three facilities in South America, a distribution center in Canada, and certain assets of Fresh Leaf Farms, a North American subsidiary in our fresh-cut vegetable business, and $5.7 million of insurance recoveries received for damage to property, plant and equipment associated with the flooding of a seasonal production facility in Greece during 2023.
Capital expenditures related to the banana segment accounted for $13.7 million, or 26%, of total 2024 capital expenditures and $12.8 million, or 22%, of total 2023 capital expenditures. During 2024, these capital expenditures primarily related to 40 Table of Contents improvements to our production operations in Central America and port facilities in North America.
Capital expenditures related to the banana segment accounted for $17.2 million, or 27%, of total 2025 capital expenditures and $13.7 million, or 26%, of total 2024 capital expenditures. During 2025, these capital expenditures primarily related to improvements to our production operations in Central America.
In addition, because the volume that will actually be produced on our farms and by independent growers in any given year depends on a variety of factors, including weather, that are beyond our control or the control of our independent growers, it is difficult to predict volumes and per-box costs.
In addition, because the volume that will actually be produced on our farms and by independent growers in any given year depends on a variety of factors, including weather, that are beyond our control or the control of our independent growers, it is difficult to predict volumes and per-box costs. 39 Table of Contents Variations in containerboard prices, which affect the cost of boxes and other packaging materials, and fuel prices can have a significant impact on our product costs and our gross profit.
During 2024, cost of products sold was negatively impacted by approximately $8 million, primarily driven by fluctuations in exchange rates versus the Costa Rican colon. Income Taxes The provision for income taxes in 2024 was $29.1 million.
During 2025, cost of products sold was negatively impacted by approximately $4.9 million, primarily driven by fluctuations in exchange rates versus the Costa Rican Colon and Euro, partially offset by fluctuations in exchange rates versus the Mexican peso. Income Taxes The provision for income taxes in 2025 was $37.4 million.
Based on the stabilization of inflation in certain key markets during the latter part of 2023, we have not established further inflation-justified price increases and surcharges in 2024.
Based on the stabilization of inflation in certain key markets during the latter part of 2023, we have not established further inflation-justified price increases and surcharges during 2024 and 2025. We are actively monitoring region-specific macroeconomic factors to mitigate increases in our costs, if necessary.
The decrease in net sales was primarily due to the sale of our plastics subsidiary during the prior-year period and lower net sales in our third-party ocean freight services as a result of lower rates and volume, partially offset by an increase in net sales in our poultry and meats business driven by an increase in per unit selling prices.
The increase in net sales was primarily due to higher net sales in our third-party ocean freight services and specialty ingredients businesses as a result of higher volume and our acquisition of a Ugandan producer of avocado oil during March 2025, partially offset by a decrease in net sales in our poultry and meats business driven by lower volumes and per unit selling prices.
The 2024 Amended Credit Facility provides for an accordion feature that permits us, without the consent of the other lenders, to request that one or more lenders provide us with increases in revolving credit facility or term loans up to an aggregate of $300 million (“Incremental Increases”).
We intend to use funds borrowed under the Amended Revolving Credit Facility from time to time for general corporate purposes, working capital, capital expenditures and other permitted investment opportunities. 45 Table of Contents The 2024 Amended Credit Facility provides for an accordion feature that permits us, without the consent of the other lenders, to request that one or more lenders provide us with increases in revolving credit facility or term loans up to an aggregate of $300 million (“Incremental Increases”).
Including the effect of our foreign currency hedges, net sales in 2024 were negatively impacted by $19.0 million primarily due to fluctuations in exchange rates versus the Japanese yen and Korean won.
Including the effect of our foreign currency hedges, net sales in 2025 were positively impacted by $14.7 million primarily due to fluctuations in exchange rates versus the Euro and British pound, partially offset by fluctuations in exchange rates versus the Korean won.
Partially offsetting the net cash provided by investing activities were capital expenditures of $57.7 million and $5.3 million in investments in unconsolidated companies in the food and nutrition sector that align with our long-term strategy and vision.
Net cash used in investing activities for 2025 primarily consisted of capital expenditures of $63.8 million and $12.5 million in investments in unconsolidated companies in the food and nutrition sector that align with our long-term strategy and vision.
To the extent that future developments result in estimated cash flows that are less than currently estimated levels, it could lead to further impairment of these or other long-lived assets. 45 Table of Contents Income Taxes Deferred income taxes are recognized for the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year end, based on enacted tax laws and statutory tax rates applicable to the year in which the differences are expected to affect taxable income.
Income Taxes Deferred income taxes are recognized for the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year end, based on enacted tax laws and statutory tax rates applicable to the year in which the differences are expected to affect taxable income.
The increase in net cash provided by operating activities was principally attributable to current year working capital fluctuations, primarily a result of higher levels of accounts payable and accrued expenses compared to the prior year due to the timing of period end payments to suppliers.
The increase in net cash provided by operating activities during 2025 was also impacted by working capital fluctuations, mainly due to lower levels of accounts receivables compared to the prior-year period partially offset by lower accounts payable and accrued expenses due to the timing of receipts from customers and period end payments to suppliers.
We have agreements to purchase the entire or partial production of certain products of our independent growers primarily in Guatemala, Ecuador, Philippines, Costa Rica, Colombia, and Chile that meet our quality standards. Total purchases under these agreements amounted to $643.4 million for 2024, $631.6 million for 2023, and $625.9 million for 2022.
We have agreements to purchase the entire or partial production of certain products of our independent growers primarily in Guatemala, Ecuador, Philippines, Costa Rica, Colombia, and the United Kingdom that meet our quality standards.
Partially offsetting this decrease in working capital was a (a) decrease in current maturities of operating leases, (b) an increase in trade accounts receivable and (c) growing crops inventory. Investing activities Net cash provided by investing activities was $20.4 million for 2024 compared with $56.4 million for 2023.
Partially offsetting this increase in working capital was a decrease in (a) trade receivables and (b) finished goods inventory. Investing activities Net cash used in investing activities was $48.7 million for 2025 compared with net cash provided by investing activities of $20.4 million for 2024.
(U.S. dollars in millions) Contractual obligations by period Total Less than 1 year 1 - 3 years 3 - 5 years More than 5 years Fruit purchase agreements $ 1,211.5 $ 435.6 $ 513.1 $ 262.8 $ — Purchase obligations 261.3 237.1 9.8 4.3 10.1 Operating leases and charter agreements 194.5 44.7 71.5 43.7 34.6 Finance lease obligations 6.3 1.6 3.2 1.5 — Long-term debt 244.1 — — 244.1 — Interest on long-term debt (1) 53.1 13.5 25.6 14.0 — Retirement benefits 124.5 16.5 23.4 24.5 60.1 Uncertain tax positions 7.4 1.1 3.3 0.5 2.5 Totals $ 2,102.7 $ 750.1 $ 649.9 $ 595.4 $ 107.3 (1) We utilize a variable interest rate on our long-term debt, and for presentation purposes we have used an assumed average rate of 4.3%.
(U.S. dollars in millions) Contractual obligations by period Total Less than 1 year 1 - 3 years 3 - 5 years More than 5 years Fruit purchase agreements $ 1,043.9 $ 379.0 $ 429.3 $ 235.6 $ — Purchase obligations 258.2 239.6 6.6 3.8 8.2 Operating leases and charter agreements 189.6 49.3 65.5 34.0 40.8 Finance lease obligations 4.7 1.6 3.1 — — Long-term debt 173.0 — — 173.0 — Interest on long-term debt (1) 25.5 8.4 15.7 1.4 — Retirement benefits 132.1 14.7 25.6 26.1 65.7 Uncertain tax positions 9.9 3.1 4.0 0.5 2.3 Totals $ 1,836.9 $ 695.7 $ 549.8 $ 474.4 $ 117.0 (1) We utilize a variable interest rate on our long-term debt, and for presentation purposes we have used an assumed average rate of 4.4%.
See Part I, Item 1. Business Overview under “ Environmental Proceedings ” and Part I, Item 3. Legal Proceedings and Note 16, “ Commitments and Contingencies ” to the Consolidated Financial Statements included in Part II, Item 8. Financial Statements and Supplementary Data of this Annual Report on Form 10-K.
Legal Proceedings and Note 16, “ Commitments and Contingencies ” to the Consolidated Financial Statements included in Part II, Item 8. Financial Statements and Supplementary Data of this Annual Report on Form 10-K. Commitments and Contractual Obligations The following details information with respect to our contractual obligations as of December 26, 2025.
The increase in gross profit was driven by higher net sales in our fresh and value-added products segment and lower ocean freight costs, partially offset by lower net sales in our banana segment, higher per unit production and procurement costs, and the negative impact of fluctuations in exchange rates, primarily related to the Costa Rican colon and Japanese yen.
The increase in gross profit was driven by higher net sales in our fresh and value-added products segment. The increase was partially offset by higher per unit production and procurement costs in our banana segment and higher distribution costs.
As a result of the relative fair value calculation, $4.0 million of goodwill was allocated to the disposal group and included in the carrying basis of the assets sold during the fourth quarter of 2024. 44 Table of Contents Although we believe that our estimates and judgments used in performing our impairment tests are reasonable, if our reporting units do not perform to expected levels, the related goodwill and the Del Monte ® trade names and trademarks may be at risk for additional impairment in the future.
Although we believe that our estimates and judgments used in performing our impairment tests are reasonable, if our reporting units do not perform to expected levels, the related goodwill and the Del Monte ® trade names and trademarks may be at risk for additional impairment in the future.
The increase in the income tax provision of $11.0 million is primarily due to increased earnings in certain higher tax jurisdictions.
The increase in the income tax provision of $8.3 million is primarily due to the impact of the OECD Pillar Two global minimum tax combined with increased earnings in certain higher tax jurisdictions.
We regularly assess the likelihood of adverse outcomes resulting from examinations such as these to determine the adequacy of our tax reserves. Accordingly, we have not accrued any additional amounts based upon the proposed adjustments.
We regularly assess the likelihood of adverse outcomes resulting from examinations such as these to determine the adequacy of our tax reserves. Accordingly, during the year ended December 26, 2025, we accrued $2.9 million based on our current evaluation of the proposed adjustments.
Refer to the “ Current Macroeconomic Environment and Inflation Impact " section above for further discussion regarding the impact of inflationary cost pressures on our fiscal years 2023 and 2024 financial results.
Also, variations in the production yields, fertilizers and other input costs and the cost to procure products from independent growers can have a significant impact on our costs. Refer to the “ Current Macroeconomic Environment and Inflation Impact " section above for further discussion regarding the impact of inflationary cost pressures on our fiscal years 2024 and 2025 financial results.
All of our significant accounting policies are discussed in Note 2, “ Summary of Significant Accounting Policies ” in the Notes to the Consolidated Financial Statements under Part II, Item 8 Financial Statements and Supplementary Data of this Annual Report on Form 10-K. 43 Table of Contents Goodwill and Indefinite-Lived Intangible Assets Goodwill represents the excess of the purchase price of an acquired entity over the fair value of the net tangible and identifiable intangible assets acquired and liabilities assumed in a business combination.
All of our significant accounting policies are discussed in Note 2, “ Summary of Significant Accounting Policies ” in the Notes to the Consolidated Financial Statements under Part II, Item 8 Financial Statements and Supplementary Data of this Annual Report on Form 10-K.
The fair value of our derivatives related to our foreign currency cash flow hedges was a net asset position of $0.3 million as of December 27, 2024 compared to a net liability position of $0.3 million as of December 29, 2023 due to the relative strengthening or weakening of exchange rates when compared to the contracted rates.
The fair value of our derivatives related to our foreign currency cash flow hedges was a net liability position of $1.0 million as of December 26, 2025 compared to a net asset position of $0.3 million as of December 27, 2024 due to the relative strengthening or weakening of exchange rates when compared to the contracted rates. 46 Table of Contents We are exposed to fluctuations in variable interest rates on our results of operations and financial condition, and we mitigate that exposure by entering into interest rate swaps from time to time.
We expect that $0.3 million of the net fair value of designated hedges recognized as a net gain in accumulated other comprehensive loss will be transferred to earnings during the next 12 months along with the earnings effect of the related forecasted transactions. 42 Table of Contents Other We are involved in several legal and environmental matters that, if not resolved in our favor, could require significant cash outlays and could have a material adverse effect on our results of operations, financial condition and liquidity.
We expect that $0.5 million of the net fair value of designated hedges recognized as a net gain in accumulated other comprehensive loss will be transferred to earnings during the next 12 months along with the earnings effect of the related forecasted transactions.
During 2023, these capital expenditures primarily related to improvements to our Jordanian poultry operations. Capital expenditures for 2025 are expected to be approximately $80 million to $90 million, primarily consisting of (1) upgrades to our pineapple production operations in Central America and the Philippines and (2) investments to improve and expand our fresh-cut and prepared foods operations in Africa.
Capital expenditures for 2026 are expected to be approximately $60 million to $70 million, primarily consisting of (1) upgrades and expansion to our pineapple and banana production operations in Central America, (2) investments to improve and expand our fresh-cut and prepared foods operations in Europe and (3) implementation of our global enterprise resource planning system.
Liquidity and Capital Resources - For the Year Ended December 29, 2023, Compared to the Year Ended December 30, 2022 For a comparison of our liquidity and capital resources for the year ended December 29, 2023, compared to the year ended December 30, 2022, see “ Part II, Item 7.
Total purchases under these agreements amounted to $655.3 million for 2025, $643.4 million for 2024, and $631.6 million for 2023. 47 Table of Contents Liquidity and Capital Resources - For the Year Ended December 27, 2024, Compared to the Year Ended December 29, 2023 For a comparison of our liquidity and capital resources for the year ended December 27, 2024, compared to the year ended December 29, 2023, see “ Part II, Item 7.
As part of the 2004 Del Monte Foods acquisition, we also acquired perpetual, royalty-free licenses to use the Del Monte ® brand for processed and/or canned food in more than 100 countries throughout Europe, Africa, the Middle East and certain Central Asian countries.
Changes in these estimates, many of which fall under Level 3 within the fair value measurement hierarchy, could change our conclusion regarding the impairment of goodwill assets and potentially reduce the carrying value of goodwill on our balance sheet and reduce our income in the year in which it is recorded. 48 Table of Contents As part of the 2004 Del Monte Foods acquisition, we also acquired perpetual, royalty-free licenses to use the Del Monte ® brand for processed and/or canned food in more than 100 countries throughout Europe, Africa, the Middle East and certain Central Asian countries.
RESULTS OF OPERATIONS Consolidated Financial Results For the Year Ended December 27, 2024, Compared to the Year Ended December 29, 2023 The following summarizes the more significant factors impacting our operating results for the fiscal year ended December 27, 2024 as compared with the fiscal years ended December 29, 2023 and December 30, 2022.
The Company is continuing to evaluate the effects of OBBBA for provisions that become effective in future periods. 40 Table of Contents RESULTS OF OPERATIONS Consolidated Financial Results For the Year Ended December 26, 2025, Compared to the Year Ended December 27, 2024 The following summarizes the more significant factors impacting our operating results for the fiscal year ended December 26, 2025 as compared with the fiscal year ended December 27, 2024.
During 2023, capital expenditures primarily related to (1) improvements and enhancements to our production facilities in North America, Europe, Asia, and the Middle East; (2) improvements to our pineapple operations in Central America and Kenya; and (3) operational investments in automation and data-driven technology, mainly in North America.
During 2025 capital expenditures primarily related to (1) improvements and enhancements to our pineapple operations in Central America, (2) improvements to our fresh-cut production facilities in North America and (3) an IQF production facility in Kenya within our prepared foods business.
Our projections include several significant estimates and assumptions by management related to forecasts of future sales volume and pricing, cost of sales, expenses, tax rates, capital spending and the weighted-average cost of capital. Significant judgment is involved in estimating inputs used in the discounted cash flow estimates and, as a result, they include inherent uncertainties.
Significant judgment is involved in estimating inputs used in the discounted cash flow estimates and, as a result, they include inherent uncertainties.
Our expenses relating to employee labor are also significant to our product costs and our gross profit, and our ability to control these costs is generally subject to numerous external factors. Also, variations in the production yields, fertilizers and other input costs and the cost to procure products from independent growers can have a significant impact on our costs.
Containerboard, plastic, resin and fuel prices have historically been volatile. Our expenses relating to employee labor are also significant to our product costs and our gross profit, and our ability to control these costs is generally subject to numerous external factors.
Other expense, net - Other expense, net, was $8.4 million in 2024 compared with $19.3 million in 2023. The decrease in expense of $10.9 million was mainly driven by equity earnings of unconsolidated companies within the food and nutrition sector. Income tax provision - Income tax provision was $29.1 million in 2024 compared with $18.1 million in 2023.
Other expense, net - Other expense, net, was $10.3 million in 2025 compared with $17.6 million in 2024. The decrease in expense of $7.3 million was mainly driven by lower foreign currency losses compared to the prior year. Income tax provision - Income tax provision was $37.4 million in 2025 compared with $29.1 million in 2024.
Operating income - Operating income increased by $137.8 million in 2024 when compared with 2023, mainly due to lower asset impairment charges and higher gross profit, partially offset by higher selling, general and administrative expenses. Interest expense - Interest expense decreased by $5.7 million in 2024 when compared with 2023, primarily due to lower average debt balances.
These changes were partially offset by higher gross profit during 2025. Interest expense - Interest expense decreased by $7.2 million in 2025 when compared with 2024, primarily due to lower average debt balances. Income from equity method investments - Income from equity method investments was $13.2 million in 2025 compared with $9.2 million in 2024.
These estimates, many of which fall under Level 3 within the fair value measurement hierarchy, determine whether impairments have been incurred and quantify the amount of any related impairment charges. Certain definite-lived intangible assets related to our fresh and value-added products segment are sensitive to changes in estimated cash flows.
These estimates, many of which fall under Level 3 within the fair value measurement hierarchy, determine whether impairments have been incurred and quantify the amount of any related impairment charges. 49 Table of Contents During the third quarter of 2025, we entered into a non-binding Letter of Intent pursuant to which we intended to sell the Mann Packing business, a wholly-owned subsidiary of the Company included in our fresh and value-added products segment, including substantially all operating assets (the "Mann Packing Disposal Group").
The increases were partially offset by lower net sales of vegetable and fresh-cut fruit due to lower sales volume and the unfavorable impact of fluctuations in exchange rates, primarily due to a weaker Japanese yen and Korean won. Gross profit for 2024 was $243.3 million compared with $167.3 million in 2023.
The increases were partially offset by lower net sales of fresh and fresh-cut vegetables due to lower sales volume due to strategic operational reductions, including the sale of certain assets of Fresh Leaf Farms, taken during the fourth quarter of 2024. Gross profit for 2025 was $299.4 million compared with $243.3 million in 2024.
If the carrying amount of the reporting unit exceeds the estimated fair value, an impairment charge is recorded to reduce the carrying value to the estimated fair value.
If the carrying amount of the reporting unit exceeds the estimated fair value, an impairment charge is recorded to reduce the carrying value to the estimated fair value. Our projections include several estimates and assumptions by management related to forecasts of future sales volume and pricing, cost of sales, expenses, tax rates, capital spending and the weighted-average cost of capital.
We believe these actions will allow us to streamline operations, reduce overhead costs, and enhance efficiency. Net Sales Our net sales are affected by numerous factors, including mainly the balance between the supply of and demand for our products and competition from other fresh produce companies.
We recognized proceeds from the transaction of $31.3 million, net of a present value discount of $4.3 million, all of which was outstanding and receivable as of December 26, 2025. Net Sales Our net sales are affected by numerous factors, including mainly the balance between the supply of and demand for our products and competition from other fresh produce companies.
A significant number of other countries are expected to also implement similar legislation with varying effective dates in the future.
A significant number of other countries are expected to also implement similar legislation with varying effective dates in the future. To date, we have determined that there is a global minimum tax liability of $2.8 million as a result of Pillar Two, as certain jurisdictions have satisfied the safe harbor test to mitigate any minimum tax under Pillar Two.
Net sales were primarily impacted by lower sales volumes and per unit selling prices of banana and the negative impact of exchange rate fluctuations, primarily versus the Japanese yen and Korean won compared with the prior-year period.
Net sales increased across all of our segments, primarily impacted by higher per unit selling prices in our banana and fresh and value-added products segments, including the impact of tariff related price adjustments in North America and the favorable impact of fluctuations in exchange rates, primarily versus the Euro and British pound compared with the prior-year period.
The increase in gross profit was primarily driven by higher net sales and lower per unit production costs of pineapple, fresh-cut fruit and fresh-cut vegetables, partially offset by the negative impact of fluctuations in exchange rates, primarily due to a stronger Costa Rican colon. Gross margin increased to 9.3% compared with 6.8% in the prior-year period.
The increase in gross profit was primarily driven by higher net sales, including higher per unit selling prices of pineapple due to a favorable sales mix of our premium pineapple varieties, partially offset by higher distributions costs.
As a result of the sale of certain assets of Fresh Leaf Farms, a wholly owned subsidiary of the Company, goodwill related to our fresh-cut reporting unit was allocated based on the relative fair value of the disposal group and the portion of the reporting unit to be retained based on our assessment that the disposal group met the criteria of a business in accordance with Accounting Standards Codification 805 - Business Combinations .
Goodwill was allocated to the Mann Packing Disposal Group and the retained portion of our fresh-cut reporting unit based on the relative fair value. Goodwill allocated to the Mann Packing Disposal Group was tested for impairment which resulted in an impairment charge of $7.2 million.
These were partially offset by higher per unit selling prices and sales volume in our fresh and value-added products segment, primarily related to avocado and pineapple. Gross profit - Gross profit for 2024 increased by 2% to $357.9 million from $350.7 million in 2023.
The increase was partially offset by lower sales volume of fresh-cut vegetables in our fresh and value-added products segment due to strategic operational reductions, including the sale of certain assets of Fresh Leaf Farms, taken during the fourth quarter of 2024. Gross profit - Gross profit for 2025 increased by 12% to $399.1 million from $357.9 million in 2024.
Removed
Specifically, costs of packaging materials, fertilizers, labor, fuel, and ocean and inland freight were significantly impacted, and continued to adversely affect our profitability and operating cash flows during 2022 and to a lesser extent during 2023 and 2024.
Added
Throughout 2025, the U.S. government has signaled or announced numerous changes to its trade policy, including changes to existing trade agreements and the use of tariffs to enforce trade policy.
Removed
We are actively monitoring region-specific macroeconomic factors to mitigate increases in our costs, if necessary. 34 Table of Contents Additionally, President Trump has issued or threatened to issue multiple executive orders directing the United States to impose new tariffs on imports from multiple nations, including jurisdictions we sell into and from which we purchase or source.
Added
The tariffs impact various jurisdictions we sell into and from which we purchase or source, including Costa Rica, Guatemala and Ecuador where we source the majority of our products sold into the United States. These tariffs currently exempt imports that are compliant with the United States-Mexico-Canada ("USMCA") trading agreement, which includes a wide range of fresh fruit and vegetables.
Removed
As a result of the issued and threatened executive orders, we are currently evaluating the potential impact of the announced and threatened tariffs to our business.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

16 edited+1 added−1 removed16 unchanged
Biggest changeSpecifically, this Annual Report on Form 10-K contains forward-looking statements including, but not limited to the following: • our ability to successfully navigate the competitive pressures in the markets in which we operate, the impact of consolidation and the barriers to entry in the pineapple and non-tropical fruit markets; • our strategic plans and future performance, including plans to expand avocados into additional international markets and to continue to expand our pineapple offerings; • our market positions in our different product categories and expectations regarding our growth potential in such categories; 47 Table of Contents • opportunities for sales growth and development of our fresh and prepared food products in the Middle East, North Africa and Central Asian countries and the drivers of continued net sales growth across our segments; • trends in consumer demand and our ability to capitalize on such trends to deliver future growth; • our intent to invest in our bioass initiative and the potential impact on future results; • our opportunity to be a preferred supplier to large retail, convenience store chain, and food service customers and our methods to expand or establish such status; • the ability of investments in new product development to increase revenue and maintain our premium price position and market leadership in our product categories; • the impact of outsourcing by food retailers and our ability to capitalize on such trend; • our ability to streamline operations, reduce overhead costs, enhance efficiency and expand the market reach of Mann Packing business; • the impact of geopolitical conflicts, including the Red Sea conflict, on our business operations; • our ability to generate cost savings; • our intend to expand our cargo business; • our expectations regarding the expansion of our third-party ocean freight services and other new logistic services to provide a meaningful contribution to our profitability and operating results; • our ability to continue to maintain compliance with applicable laws and regulations; • our intent to continue to make further equity investments in companies; • inflationary pressures and the impacts to our future operating results; • our financial condition, including sales growth, estimated liabilities and expenditures related to environmental cleanup; • capital expenditures in 2025, including for research and development; • our expectations regarding share repurchases; • the adequacy of our insurance coverage; • the sufficiency of our information technology protections and practices; • legal, tax and accounting matters, including our litigation strategy, plans and beliefs regarding the ultimate outcome of income tax adjustments assessed by foreign taxing authorities; • the sufficiency of our capital resources and sufficiency of our liquidity to service our outstanding debt during the next twelve months; • the impact of seasonality on our financial results; and • accounting estimates, including the impact of our hedges and other derivative instruments on our results of operations.
Biggest changeSpecifically, this Annual Report on Form 10-K contains forward-looking statements including, but not limited to the following: • our ability to successfully navigate the competitive pressures in the markets in which we operate, the impact of consolidation and the barriers to entry in the pineapple and non-tropical fruit markets; • our ability to successfully close our acquisition of Del Monte Foods assets, including our ability to obtain necessary court approvals, and subsequently integrate it into our business operations • our strategic plans and future performance, including plans to expand avocados into additional international markets and to continue to expand our pineapple offerings; • our market positions in our different product categories and expectations regarding our growth potential in such categories; • opportunities for sales growth and development of our fresh and prepared food products in the Middle East, North Africa and Central Asian countries and the drivers of continued net sales growth across our segments; • trends in consumer demand and our ability to capitalize on such trends to deliver future growth; • our intent to invest in our specialty ingredients business and the potential impact on future results; • our opportunity to be a preferred supplier to large retail, convenience store chain, and food service customers and our methods to expand or establish such status; • the ability of investments in new product development to increase revenue and maintain our premium price position and market leadership in our product categories; • the impact of outsourcing by food retailers and our ability to capitalize on such trend; • the impact of geopolitical conflicts, including the Red Sea conflict, on our business operations; • our ability to generate cost savings; • our expectations regarding the expansion of our third-party ocean freight services and other new logistic services to provide a meaningful contribution to our profitability and operating results; • our ability to continue to maintain compliance with applicable laws and regulations; • our intent to continue to make further equity investments in companies and timing of the liquidation of existing equity investments; • inflationary pressures and the impacts to our future operating results; • our financial condition, including sales growth, estimated liabilities and expenditures related to environmental cleanup; • capital expenditures in 2026, including for research and development; • our expectations regarding share repurchases; • the adequacy of our insurance coverage; • the sufficiency of our information technology protections and practices; • legal, tax and accounting matters, including our litigation strategy, plans and beliefs regarding the ultimate outcome of income tax adjustments assessed by foreign taxing authorities; • the sufficiency of our capital resources and sufficiency of our liquidity to service our outstanding debt during the next twelve months; • the impact of seasonality on our financial results; and • accounting estimates, including the impact of our hedges and other derivative instruments on our results of operations.
Various factors could prevent us from achieving our goals, and cause the assumptions underlying forward-looking statements and the actual results and performance to differ materially from those expressed in or implied by the forward-looking statements include, but are not limited to, the following: • the impact of inflationary pressures on raw materials and other costs, as well as the impact of increased costs for many of our products; • the impact of tariffs and other governmental trade restrictions; • changes in consumer preferences or consumer demand for branded products such as ours; • macroeconomic factors that could adversely affect demand for our premium products or that could result in pricing pressures, such as inflation, lower discretionary income or reduction in consumer confidence; • our ability to successfully compete in the markets in which we do business; • the impact of the consolidation of retailers, wholesalers and distributors in the food industry; • the availability of sufficient labor during peak growing and harvesting seasons; • the continued ability of our distributors and suppliers to have access to sufficient liquidity to fund their operations; • the impact of crop diseases as well as our ability to improve our existing quarantine policies and other prevention strategies, as well as find contingency plans, to protect our and our suppliers’ banana crops from vascular diseases; • global or local disruptions or issues that impact our production facilities or complex logistics network; • our ability to successfully integrate acquisitions and new product lines into our operations; • the timing and cost of resolution of pending and future legal and environmental proceedings or investigation; • the impact of changes in tax accounting or tax laws (or interpretations thereof), the impact of claims or adjustments proposed by the Internal Revenue Service or other taxing authorities, including the EU, in connection with our tax audits and our ability to successfully contest such tax claims and pursue necessary remedies; • the success of our joint ventures; • the impact of severe weather conditions and natural disasters, and the impact that may have on our business and financial condition; 48 Table of Contents • damage to our reputation or brand names or negative publicity about our products; • product liability claims and associated regulatory and legal actions, product recalls, or other legal proceedings relating to our business; • our ability to continue to comply with covenants and the terms of our credit instruments and our ability to obtain additional financing to fund our capital expenditures; and • our ability to successfully manage the risks associated with international operations, including risks relating to political or economic conditions, inflation, tax laws, currency restrictions and exchange rate fluctuations, legal or judicial systems.
Various factors could prevent us from achieving our goals, and cause the assumptions underlying forward-looking statements and the actual results and performance to differ materially from those expressed in or implied by the forward-looking statements include, but are not limited to, the following: • the impact of inflationary pressures on raw materials and other costs, as well as the impact of increased costs for many of our products; • the impact of tariffs and other governmental trade restrictions; • changes in consumer preferences or consumer demand for branded products such as ours; • macroeconomic factors that could adversely affect demand for our premium products or that could result in pricing pressures, such as inflation, lower discretionary income or reduction in consumer confidence; • our ability to successfully compete in the markets in which we do business; 52 Table of Contents • the impact of the consolidation of retailers, wholesalers and distributors in the food industry; • the availability of sufficient labor during peak growing and harvesting seasons; • the continued ability of our distributors and suppliers to have access to sufficient liquidity to fund their operations; • the impact of crop diseases as well as our ability to improve our existing quarantine policies and other prevention strategies, as well as find contingency plans, to protect our and our suppliers’ banana crops from vascular diseases; • global or local disruptions or issues that impact our production facilities or complex logistics network; • our ability to successfully integrate acquisitions and new product lines into our operations; • the timing and cost of resolution of pending and future legal and environmental proceedings or investigation; • the impact of changes in tax accounting or tax laws (or interpretations thereof), the impact of claims or adjustments proposed by the Internal Revenue Service or other taxing authorities, including the EU, in connection with our tax audits and our ability to successfully contest such tax claims and pursue necessary remedies; • the success of our joint ventures; • the impact of severe weather conditions and natural disasters, and the impact that may have on our business and financial condition; • damage to our reputation or brand names or negative publicity about our products; • product liability claims and associated regulatory and legal actions, product recalls, or other legal proceedings relating to our business; • our ability to continue to comply with covenants and the terms of our credit instruments and our ability to obtain additional financing to fund our capital expenditures; and • our ability to successfully manage the risks associated with international operations, including risks relating to political or economic conditions, inflation, tax laws, currency restrictions and exchange rate fluctuations, legal or judicial systems.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk We are exposed to market risk from changes in currency exchange rates and interest rates, which may adversely affect our results of operations and financial condition.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk We are exposed to market risk from changes in foreign currency exchange rates and interest rates, which may adversely affect our results of operations and financial condition.
Any public statements or disclosures made by us following this report that modify or impact any of the forward-looking statements contained in or accompanying this report will be deemed to modify or supersede such outlook or other forward-looking statements in or accompanying this report. 49 Table of Contents
Any public statements or disclosures made by us following this report that modify or impact any of the forward-looking statements contained in or accompanying this report will be deemed to modify or supersede such outlook or other forward-looking statements in or accompanying this report. 53 Table of Contents
Our costs are also affected by 46 Table of Contents fluctuations in the value, relative to U.S. dollar, of the currencies of the countries in which we have significant production operations, such as the Costa Rican colon, Guatemalan quetzal, Chilean peso, Kenya shilling, and Mexican peso. A weaker U.S. dollar may result in increased costs of production abroad.
Our costs are also affected by fluctuations in the value, relative to U.S. dollar, of the currencies of the countries in which we have significant production operations, such as the Costa Rican colon, Guatemalan quetzal, Chilean peso, Kenya shilling, and Mexican peso. A weaker U.S. dollar may result in increased costs of production abroad.
Approximately 32% and 34% of our net sales and a significant portion of our costs and expenses in each of 2024 and 2023 were denominated in currencies other than the dollar. We generally are unable to adjust our non-dollar local currency sales prices to reflect changes in exchange rates between the dollar and the relevant local currency.
Approximately 33% and 34% of our net sales and a significant portion of our costs and expenses in each of 2025 and 2024 were denominated in currencies other than the dollar. We generally are unable to adjust our non-dollar local currency sales prices to reflect changes in exchange rates between the dollar and the relevant local currency.
The results of a hypothetical 10% strengthening in the average value of the dollar during 2024 and 2023 relative to the other currencies in which a significant portion of our net sales are denominated would have resulted in a decrease in net sales of approximately $137.0 million and $146.0 million for the years ended December 27, 2024 and December 29, 2023.
The results of a hypothetical 10% strengthening in the average value of the dollar during 2025 and 2024 relative to the other currencies in which a significant portion of our net sales are denominated would have resulted in a decrease in net sales of approximately $142.0 million and $137.0 million for the years ended December 26, 2025 and December 27, 2024.
We periodically enter into currency forward or collar contracts as a hedge against a portion of our currency exchange rate exposures; however, we may decide not to enter into these contracts during any particular period. We had one foreign currency cash flow hedge outstanding at December 27, 2024 and three outstanding at December 29, 2023.
We periodically enter into currency forward or collar contracts as a hedge against a portion of our currency exchange rate exposures; however, we may decide not to enter into these contracts during any particular period. We had seven foreign currency cash flow hedges outstanding at December 26, 2025 and one outstanding at December 27, 2024.
At year end December 27, 2024 and December 29, 2023, total variable rate debt had carrying values of $244.1 million and $400.0 million. The fair value of the debt approximates the carrying value because the variable rates approximate market rates.
At year end December 26, 2025 and December 27, 2024, total variable rate debt had carrying values of $173.0 million and $244.1 million. The fair value of the debt approximates the carrying value because the variable rates approximate market rates.
Interest Rate Risk As described in Note 11, “ Debt ” to the Consolidated Financial Statements, our indebtedness is both variable and fixed rate. Changes in interest rates in our indebtedness could have a material effect on our financial statements.
Interest Rate Risk As described in Note 11, “ Debt ” to the Consolidated Financial Statements included in Part II, Item 8. Financial Statements and Supplementary Data , our indebtedness is both variable and fixed rate. Changes in interest rates in our indebtedness could have a material effect on our financial statements.
The fair value of these hedges was a net asset of $0.3 million as of December 27, 2024 and a net liability of $0.3 million as of December 29, 2023.
The fair value of these hedges was a net liability of $1 million as of December 26, 2025 and a net asset of $0.3 million as of December 27, 2024.
A 10% increase in the interest rate for 2024 and 2023 would have resulted in a negative impact of approximately $1.7 million and $2.8 million on our results of operations for each of the years ended December 27, 2024 and December 29, 2023.
A 10% increase in the interest rate for 2025 and 2024 would have resulted in a negative impact of approximately $0.9 million and $1.7 million on our results of operations for each of the years ended December 26, 2025 and December 27, 2024.
We manage our currency exchange rate risk by hedging a portion of our overall exposure to currency fluctuation through foreign exchange forward contracts. We manage our exposure to interest rate fluctuations on a portion of our debt through interest rate swaps which convert the floating rate to a fixed rate, plus a borrowing spread.
We manage our exposure to interest rate fluctuations on a portion of our debt through interest rate swaps which convert the floating rate to a fixed rate, plus a borrowing spread.
We seek to minimize the risks from these currency exchange rate and interest rate fluctuations through our regular operating and financing activities and, when considered appropriate, through the use of derivative financial instruments. Our policy is to not use financial instruments for trading or other speculative purposes and not to be a party to any leveraged financial instruments.
We seek to minimize the risks from these currency exchange rate and interest rate fluctuations through our regular operating and financing activities and, when considered appropriate, through the use of derivative financial instruments.
Special Note Regarding Forward-Looking Statements This Annual Report on Form 10-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
The analysis methods we used to assess and mitigate risk discussed above should not be considered projections of future events or losses. 51 Table of Contents Special Note Regarding Forward-Looking Statements This Annual Report on Form 10-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
At year end December 29, 2023, the fair value of the interest rate swap contracts were in a net asset position of $7.9 million. The above discussion of our procedures to monitor market risk and the estimated changes in fair value resulting from our sensitivity analysis are forward-looking statements of market risk assuming certain adverse market conditions occur.
The above discussion of our procedures to monitor market risk and the estimated changes in fair value resulting from our sensitivity analysis are forward-looking statements of market risk assuming certain adverse market conditions occur. Actual results in the future may differ materially from these estimated results due to actual developments in the global financial markets.
Removed
Actual results in the future may differ materially from these estimated results due to actual developments in the global financial markets. The analysis methods we used to assess and mitigate risk discussed above should not be considered projections of future events or losses.
Added
Our policy is to not use financial instruments for trading or other speculative purposes and not to be a party to any leveraged financial instruments. 50 Table of Contents We manage our currency exchange rate risk by hedging a portion of our overall exposure to currency fluctuation through foreign exchange forward contracts.

Other FDP 10-K year-over-year comparisons