Dole plc 10-Q for FY2026 Q1
Dole plc (DOLE)
10-Q
2026-05-11
For: 2026-03-31
View Original
Added on
May 11, 2026
About this 10-Q
Dole plc filed this 10-Q on May 11, 2026, covering the quarter ended March 31, 2026 (FY2026 Q1).
Headline figures
Quarter ended March 31, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $2.34B
- up 11.6% from $2.1B a year earlier
- Net income
- $31.3M
- down 19.6% from net income of $38.91M a year earlier
- Diluted EPS
- $0.33
- down 19.5% from $0.41 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________
FORM 10-Q
_____________________
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended March 31, 2026
or
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
For the transition period from ______________ to ______________
Commission file number 001-40695
____________________
| (Exact name of registrant as specified in its charter) | ||
| (State of other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||||||||||||||
| | |||||||||||||||||
| N/A | |||||||||||||||||
| (Address of principal executive offices) | (zip code) | ||||||||||||||||
| Registrant’s telephone number, including area code | ||
_____________________
Securities registered or to be registered pursuant to Section 12(b) of the Act.
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No
1
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or
an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated filer | ☐ | |||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | |||||||||
| Emerging growth company | |||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
☐ Yes ☒ No
As of May 1, 2026, there were 95,158,950 Ordinary shares of Dole plc issued and outstanding.
2
Table of Contents
3
Background and Certain Defined Terms
In this report, unless otherwise specified, the terms “we”, “our”, “us”, the “Group”, the “Company” and “Dole” refer to Dole plc, individually or together with its subsidiaries, as the context may require. References to “Dole plc” refer to the registrant.
The term “Annual Report on Form 10-K” refers to Dole’s annual report on Form 10-K for the year ended December 31, 2025, filed on March 2, 2026 by Dole plc (File No. 001-40695).
The term “Credit Agreement” refers to the March 26, 2021 credit agreement with Coöperatieve Rabobank U.A., New York Branch, as amended and restated from time to time.
Other key terms are defined throughout this report in their first instance, if practical.
Forward-Looking Statements
This Quarterly Report on Form 10-Q, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 2 of Part I, contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 relating to our operations, results of operations and other matters that are based on our current expectations, estimates, assumptions and projections. Our actual results could differ materially from the forward-looking statements included herein. Statements regarding our future and projections relating to products, sales, revenue, expenditures, costs and earnings are typical of such statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in Part I, “Item 1A. Risk Factors” in the Annual Report on Form 10-K. If the risks or uncertainties ever materialize or the assumptions prove incorrect, they could affect the business and results of operations of the Company which may differ materially from those expressed or implied by such forward-looking statements and assumptions.
Forward-looking statements are based on management’s beliefs, assumptions and expectations of our future economic performance, considering the information currently available to management. These statements are not statements of historical fact. The words “believe,” “may,” “could,” “will,” “should,” “would,” “anticipate,” “estimate,” “expect,” “intend,” “objective,” “seek,” “strive,” “target” or similar words, or the negative of these words, identify forward-looking statements. The inclusion of this forward-looking information should not be regarded as a representation by us or any other person that the future plans, estimates or expectations contemplated by us will be achieved. Such forward-looking statements are subject to various risks and uncertainties and assumptions relating to our operations, financial results, financial condition, business prospects, growth strategy and liquidity. Accordingly, there are, or will be, important factors that could cause our actual results to differ materially from those indicated in these statements. All such risk factors are difficult to predict, contain uncertainties that may materially affect actual results and may be beyond our control. New risk factors emerge from time to time, and it is not possible for management to predict all such risk factors or to assess the impact of each such risk factor on the Company. Any forward-looking statement speaks only as of the date on which such statement is made, and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made, except as required by the federal securities laws. If one or more risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, our actual results may vary materially from what we may have expressed or implied by these forward-looking statements. We caution that you should not place undue reliance on any of our forward-looking statements.
4
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
DOLE PLC
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
| March 31, 2026 | December 31, 2025 | ||||||||||
| ASSETS | (U.S. Dollars and shares in thousands) | ||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Short-term investments | |||||||||||
Trade receivables, net of allowances for credit losses of $ | |||||||||||
Grower advance receivables, net of allowances of $ | |||||||||||
Other receivables, net of allowances of $ | |||||||||||
Inventories, net of allowances of $ | |||||||||||
| Prepaid expenses | |||||||||||
| Other current assets | |||||||||||
| Assets held for sale | |||||||||||
| Total current assets | |||||||||||
| Long-term investments | |||||||||||
| Investments in unconsolidated affiliates | |||||||||||
| Actively marketed property | |||||||||||
Property, plant and equipment, net of accumulated depreciation of $ | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Goodwill | |||||||||||
| DOLE® brand | |||||||||||
Other intangible assets, net of accumulated amortization of $ | |||||||||||
| Other assets | |||||||||||
| Deferred tax assets, net | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND EQUITY | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Income taxes payable | |||||||||||
| Accrued liabilities | |||||||||||
| Bank overdrafts | |||||||||||
| Current portion of long-term debt, net | |||||||||||
| Current maturities of operating leases | |||||||||||
| Payroll and other tax | |||||||||||
| Contingent consideration | |||||||||||
| Pension and other postretirement benefits | |||||||||||
| Liabilities held for sale | |||||||||||
| Dividends payable and other current liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt, net | |||||||||||
| Operating leases, less current maturities | |||||||||||
| Deferred tax liabilities, net | |||||||||||
| Contingent consideration, less current portion | |||||||||||
| Pension and other postretirement benefits, less current portion | |||||||||||
| Other long-term liabilities | |||||||||||
| Total liabilities | $ | $ | |||||||||
| Contingencies (See Note 16) | |||||||||||
| Redeemable noncontrolling interests | |||||||||||
| Stockholders’ equity: | |||||||||||
Common stock — $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Total equity attributable to Dole plc | |||||||||||
| Equity attributable to noncontrolling interests | |||||||||||
| Total equity | |||||||||||
| Total liabilities, redeemable noncontrolling interests and equity | $ | $ | |||||||||
See Notes to Unaudited Condensed Consolidated Financial Statements
5
DOLE PLC
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
| Three Months Ended | |||||||||||
| March 31, 2026 | March 31, 2025 | ||||||||||
| (U.S. Dollars and shares in thousands, except per share amounts) | |||||||||||
| Revenues, net | $ | $ | |||||||||
| Cost of sales | ( | ( | |||||||||
| Gross profit | |||||||||||
| Selling, marketing, general and administrative expenses | ( | ( | |||||||||
| Gain on disposal of businesses | |||||||||||
| Gain on asset sales | |||||||||||
| Impairment and asset write-downs of property, plant and equipment and lease assets | ( | ( | |||||||||
| Operating income | |||||||||||
| Other income (expense), net | ( | ||||||||||
| Interest income | |||||||||||
| Interest expense | ( | ( | |||||||||
| Income from continuing operations before income taxes and equity earnings | |||||||||||
| Income tax expense | ( | ( | |||||||||
| Equity method earnings | |||||||||||
| Income from continuing operations | |||||||||||
| Income from discontinued operations, net of income taxes | |||||||||||
| Net income | |||||||||||
| Income attributable to noncontrolling interests | ( | ( | |||||||||
| Net income attributable to Dole plc | $ | $ | |||||||||
| Income per share - basic: | |||||||||||
| Continuing operations | $ | $ | |||||||||
| Discontinued operations | |||||||||||
Net income per share attributable to Dole plc - basic | $ | $ | |||||||||
| Income per share - diluted: | |||||||||||
| Continuing operations | $ | $ | |||||||||
| Discontinued operations | |||||||||||
Net income per share attributable to Dole plc - diluted | $ | $ | |||||||||
| Weighted-average shares: | |||||||||||
| Basic | |||||||||||
| Diluted | |||||||||||
See Notes to Unaudited Condensed Consolidated Financial Statements
6
DOLE PLC
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)
| Three Months Ended | |||||||||||
| March 31, 2026 | March 31, 2025 | ||||||||||
(U.S. Dollars in thousands) | |||||||||||
| Net income | $ | $ | |||||||||
| Other comprehensive income (loss), net of tax: | |||||||||||
| Net unrealized gain (loss) on derivatives | ( | ||||||||||
| Foreign currency translation adjustment | ( | ||||||||||
| Total other comprehensive (loss) income | ( | ||||||||||
| Comprehensive income | |||||||||||
| Comprehensive income attributable to noncontrolling interests | ( | ( | |||||||||
| Comprehensive income attributable to Dole plc | $ | $ | |||||||||
See Notes to Unaudited Condensed Consolidated Financial Statements
7
DOLE PLC
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
| Three Months Ended | |||||||||||
| March 31, 2026 | March 31, 2025 | ||||||||||
| Operating Activities | (U.S. Dollars in thousands) | ||||||||||
| Net income | $ | $ | |||||||||
| Income from discontinued operations, net of taxes | ( | ||||||||||
| Income from continuing operations | |||||||||||
| Adjustments to reconcile income from continuing operations to net cash provided by (used in) operating activities - continuing operations: | |||||||||||
| Depreciation and amortization | |||||||||||
| Impairment and asset write-downs of property, plant and equipment and lease assets | |||||||||||
| Net gain on sale of assets | ( | ( | |||||||||
| Net gain on sale of businesses | ( | ( | |||||||||
| Net (gain) loss on financial instruments | ( | ||||||||||
| Stock-based compensation expense | |||||||||||
| Equity method earnings | ( | ( | |||||||||
| Amortization of debt discounts and debt issuance costs | |||||||||||
| Deferred tax benefit | ( | ( | |||||||||
| Pension and other postretirement benefit plan cost | |||||||||||
| Dividends received from equity method investments | |||||||||||
| Gain on insurance proceeds | ( | ||||||||||
| Other | ( | ||||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Receivables, net of allowances | ( | ( | |||||||||
| Inventories | |||||||||||
| Prepaids, other current assets and other assets | ( | ( | |||||||||
| Accounts payable, accrued liabilities and other liabilities | ( | ||||||||||
| Net cash used in operating activities - continuing operations | ( | ( | |||||||||
| Investing activities | |||||||||||
| Sales of assets | |||||||||||
| Capital expenditures | ( | ( | |||||||||
| Proceeds from sale of businesses, net of transaction costs and cash transferred | |||||||||||
| Insurance proceeds | |||||||||||
| Net sales of unconsolidated affiliates | |||||||||||
| Other | ( | ||||||||||
Net cash used in investing activities - continuing operations | ( | ( | |||||||||
| Financing activities | |||||||||||
| Proceeds from borrowings and overdrafts | |||||||||||
| Repayments on borrowings and overdrafts | ( | ( | |||||||||
| Dividends paid to shareholders | ( | ( | |||||||||
| Dividends paid to noncontrolling interests | ( | ( | |||||||||
| Repurchases of Ordinary shares | ( | ||||||||||
| Tax payments for net settlement of share-based payments | ( | ||||||||||
| Payment of contingent consideration | ( | ||||||||||
| Net cash provided by financing activities - continuing operations | |||||||||||
| Effect of foreign exchange rate changes on cash | ( | ||||||||||
| Net cash used in operating activities - discontinued operations | ( | ||||||||||
| Net cash used in investing activities - discontinued operations | ( | ||||||||||
| Cash used in discontinued operations, net | ( | ||||||||||
| Increase (decrease) in cash and cash equivalents | ( | ||||||||||
| Cash and cash equivalents at beginning of period, including discontinued operations | |||||||||||
| Cash and cash equivalents at end of period, including discontinued operations | $ | $ | |||||||||
| Supplemental cash flow information: | |||||||||||
| Income tax payments, net of refunds | $ | ( | $ | ( | |||||||
| Interest payments on borrowings | $ | ( | $ | ( | |||||||
See Notes to Unaudited Condensed Consolidated Financial Statements
8
DOLE PLC
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited)
| Equity Attributable to Dole plc | |||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid- In Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Total Equity Attributable to Dole plc | Equity Attributable to Noncontrolling Interests | Total Equity | Redeemable Noncontrolling Interests | ||||||||||||||||||||||||||||||||||||||||
| (U.S. Dollars in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2025 | $ | $ | $ | $ | ( | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Dividends declared | — | — | ( | — | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Share repurchases of Ordinary shares | — | ( | — | — | ( | — | ( | — | |||||||||||||||||||||||||||||||||||||||
| Other noncontrolling interest activity, net | — | ( | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||
| Other redeemable noncontrolling interest activity, net | — | ( | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Other comprehensive (loss) income, net of income tax | — | — | — | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2026 | $ | $ | $ | $ | ( | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||
| Equity Attributable to Dole plc | |||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid- In Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Total Equity Attributable to Dole plc | Equity Attributable to Noncontrolling Interests | Total Equity | Redeemable Noncontrolling Interests | ||||||||||||||||||||||||||||||||||||||||
| (U.S. Dollars in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | $ | $ | ( | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Dividends declared | — | — | ( | — | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | 1 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Other noncontrolling interest activity, net | — | ( | — | — | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Other redeemable noncontrolling interest activity, net | — | ( | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss), net of income tax | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2025 | $ | $ | $ | $ | ( | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||
See Notes to Unaudited Condensed Consolidated Financial Statements
9
DOLE PLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTE 1 — NATURE OF OPERATIONS
Dole plc is engaged in the worldwide sourcing, processing, distributing and marketing of high-quality fresh fruit and vegetables. Dole is a premier global leader in fresh produce, and the Company’s most significant products hold leading positions in their respective categories and territories. Dole is one of the largest producers of fresh bananas and pineapples, a major global exporter of grapes and have an expanding presence in avocados, mangos, kiwis, berries, cherries and organic produce.
NOTE 2 — BASIS OF PRESENTATI ON AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The financial statements herein are prepared in conformity with generally accepted accounting principles in the United States (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. As such, the interim financial statements do not include all information and notes required for annual financial statements. In the opinion of management, the unaudited condensed consolidated financial statements of Dole include all necessary adjustments, which are of a normal recurring nature, to present fairly Dole’s financial position, results of operations and cash flows.
Dole’s unaudited condensed consolidated financial statements include the accounts of majority-owned subsidiaries over which Dole exercises control, entities that are not majority-owned but require consolidation, because Dole has the ability to exercise control over operating and financial policies or has the power to direct the activities that most significantly impact the entities’ economic performance, and all variable interest entities (“VIEs”) for which Dole is the primary beneficiary.
Intercompany accounts and transactions have been eliminated in consolidation. The results of consolidated entities are included from the effective date of control or, in the case of VIEs, from the date that Dole becomes the primary beneficiary. The results of subsidiaries sold or otherwise deconsolidated are excluded from consolidated results as of the date that Dole ceases to control the subsidiary or, in the case of VIEs, when Dole ceases to be the primary beneficiary.
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts and disclosures reported in the financial statements and accompanying notes. Estimates and assumptions include, but are not limited to, the areas of customer and grower receivables, inventories, impairment of assets, useful lives of property, plant and equipment, intangible assets, income taxes, retirement benefits, business combinations and divestitures, financial instruments and contingencies. Actual results could differ from these estimates and assumptions.
Interim results are subject to seasonal variations and are not necessarily indicative of the results of operations for a full year. Dole’s operations are sensitive to a number of factors, including weather-related phenomena and its effects on industry volumes, prices, product quality and costs. Operations are also sensitive to fluctuations in foreign currency exchange rates, as well as economic conditions and security risks. The interim unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying notes to the consolidated financial statements in the Company’s Annual Report on Form 10-K.
For further information on management estimates and Dole’s significant accounting policies, refer to the consolidated financial statements and notes thereto included in the Annual Report on Form 10-K. Management believes that there have been no material changes from the significant accounting policies disclosed in the Annual Report on Form 10-K.
10
NOTE 3 — NEW ACCOUNTING PRONOUNCEMENTS
New Accounting Pronouncements Not Yet Adopted
ASU 2024-03 and ASU 2025-01 – Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses
In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Updates (“ASU”) 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which enhances interim and annual disclosure requirements of certain costs and expenses, including the disaggregation of each relevant expense caption of the income statement into certain expense categories, such as purchases of inventory, employee compensation, depreciation, intangible asset amortization, and depreciation, depletion and amortization recognized as part of oil- and gas-producing activities. Additionally, the FASB issued ASU 2025-01 in January 2025 to clarify the effective date. The amendments in this update are effective for annual periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is evaluating the potential impact of the new requirements.
ASU 2025-06 – Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software
In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which requires eligible software costs to start being capitalized once management has authorized and committed to funding the software project and it is probable that the project will be completed and the software will be used to perform the function intended. The ASU also supersedes existing website development costs guidance. The amendments in this update are effective for interim and annual periods beginning after December 15, 2027, with early adoption permitted. The Company is evaluating the potential impact of the new requirements.
ASU 2025-09 – Derivatives and Hedging (Topic 815): Hedge Accounting Improvements
In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815): Hedge Accounting Improvements, which clarifies certain hedge accounting guidance and addresses incremental hedge accounting issues resulting from reference rate reform. The amendments in this update address the following hedge accounting issues:
1.Similar risk assessment for cash flow hedges
2.Hedging forecasted interest payments on choose-your-rate debt instruments
3.Cash flow hedges of nonfinancial forecasted transactions
4.Net written options as hedging instruments
5.Foreign-currency-denominated debt instrument as hedging instrument and hedged item (dual hedge)
The amendments in this update should be applied prospectively and are effective for interim and annual periods beginning after December 15, 2026, with early adoption permitted. The Company is evaluating the potential impact of the new requirements.
ASU 2025-10 – Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities
In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities, which defines government grants and establishes recognition, measurement and presentation guidance for government grants received by business entities, including a grant related to an asset and a grant related to income. The amendments in the update require that received government grants should not be recognized until it is probable that a business entity will comply with the conditions of the grant, the grant will be received and the business entity meets the recognition guidance for a grant related to an asset or a grant related to income. The amendments in this update are effective for interim and annual periods beginning after December 15, 2028, with early adoption permitted. The Company is evaluating the potential impact of the new requirements.
11
NOTE 4 — ACQUISITIONS AND DIVESTITURES
Vegetables Exit Process
On August 5, 2025, the Company completed the sale of its fresh vegetables (“Fresh Vegetables”) division to OG Holdco LLC (the “Vegetables Transaction”). The Vegetables Transaction comprised substantially all of the assets and liabilities of the former Fresh Vegetables reportable segment. As a result of the Company’s exit of the Fresh Vegetables division, its results are reported separately as discontinued operations, net of income taxes, in the condensed consolidated statements of operations for the three months ended March 31, 2025. Additionally, its cash flows have been separately stated as discontinued operations in the condensed consolidated statements of cash flows for the three months ended March 31, 2025.
In the three months ended March 31, 2026, the Company received incremental cash inflows from the Vegetables Transaction of $3.3 million related to amounts released from escrow, which are included within continuing operations proceeds from the sale of businesses in the condensed consolidated statements of cash flows.
Dole does not anticipate having significant continuing involvement with the Fresh Vegetables division with the exception of limited transition services arrangements that have not been and are not expected to be material to Dole’s continuing operations. Any subsequent transactions with OG Holdco LLC will be at arms-length terms.
The following table present the results of the Fresh Vegetables division as reported in income from discontinued operations, net of income taxes, in the condensed consolidated statements of operations.
| Three Months Ended | ||||||||
| March 31, 2025 | ||||||||
| (U.S. Dollars in thousands) | ||||||||
Revenues, net | $ | |||||||
Cost of sales | ( | |||||||
Gross profit | ||||||||
Selling, marketing, general and administrative expenses | ( | |||||||
| Transaction and other operating costs | ( | |||||||
| Operating income from discontinued operations | ||||||||
| Other income, net | ||||||||
Net interest income1 | ||||||||
| Income from discontinued operations before income taxes | ||||||||
| Loss on classification as held for sale before income taxes | ( | |||||||
| Total loss from discontinued operations before income taxes | ( | |||||||
| Income tax benefit | ||||||||
| Loss from discontinued operations attributable to noncontrolling interests | ||||||||
| Income from discontinued operations, net of income taxes | $ | |||||||
1 Net interest income presented within discontinued operations is net of interest expense.
Port Sale Transaction
On December 13, 2025, a subsidiary of the Company entered into a series of sales and purchases agreements that, if and when completed, will result in the sale of 100% of the membership interests in the Company’s port properties and associated operations in Guayaquil, Ecuador (the “Ecuadorian Port Business”), to Terminal Investment Limited Holding S.A. (the “Port Buyer”) (collectively referred to herein as the “Port Sale Transaction”). Net cash proceeds of the Port Sale Transaction, after costs and customary transaction completion adjustments, are expected to be approximately $75.0 million.
The sales and purchase agreements for the Port Sale Transaction contain customary representations, warranties, covenants and indemnification provisions, and the consummation of the Port Sale Transaction is subject to regulatory approvals under the laws of Ecuador (“regulatory approval”) (collectively, the “Port Sale closing conditions”). The Port Transaction is expected to close in the second quarter of 2026 at a net gain, subject to the Port Sale closing conditions. The Company is expected to continue to utilize the Ecuadorian Port Business after closing pursuant to an agreement with the Port Buyer to provide terminal services on arm’s length terms, including the loading and discharging of containers.
12
As a result of the planned disposal of Ecuadorian Port Business, its assets and liabilities (“Port disposal group”) have been reclassified into held for sale as of December 31, 2025. See Note 11 “Assets Held for Sale and Actively Marketed Property” for additional detail.
See Note 20 “Subsequent Events” for additional detail.
Other Acquisitions and Divestitures
The Company normally engages in acquisitions to grow its business and product offerings and in divestitures to align with Dole’s long-term strategy. Acquisitions and divestitures of subsidiaries in the three months ended March 31, 2026 and March 31, 2025 were not material. Changes to goodwill were primarily driven by foreign currency translation in the three months ended March 31, 2026.
NOTE 5 — REVENUE
Revenue consists primarily of product revenue, which includes the selling of fresh produce, health foods and consumer goods to third-party customers. Fresh produce comprises two main product categories, tropical fruit and diversified produce. Tropical fruit primarily consists of bananas, pineapples and plantains, and diversified produce primarily consists of all other fruit, vegetables and other produce. Product revenue also includes surcharges for additional product services such as freight, cooling, warehousing, fuel, containerization, handling and palletization related to the transfer of products.
Revenue also includes service revenue, which includes third-party freight services and royalties for the use of the Company’s brands and trademarks. Additionally, the Company maintains a commercial cargo business where revenue is earned by providing handling and transportation services of containerized cargo on the Company’s vessels. Net service revenues were less than 10% of total revenue for the three months ended March 31, 2026 and March 31, 2025.
The following table presents the Company's disaggregated revenue by similar types of products and services for the three months ended March 31, 2026 and March 31, 2025:
| Three Months Ended | |||||||||||
| March 31, 2026 | March 31, 2025 | ||||||||||
| (U.S. Dollars in thousands) | |||||||||||
Diversified produce | $ | $ | |||||||||
Tropical fruit | |||||||||||
| Health foods and consumer goods | |||||||||||
| Commercial cargo | |||||||||||
Other1 | |||||||||||
| Total revenue, net | $ | $ | |||||||||
The following table presents the Company's disaggregated revenue by channel for the three months ended March 31, 2026 and March 31, 2025:
| Three Months Ended | |||||||||||
| March 31, 2026 | March 31, 2025 | ||||||||||
| Third party revenue: | (U.S. Dollars in thousands) | ||||||||||
Retail | $ | $ | |||||||||
Wholesale | |||||||||||
Food service | |||||||||||
Commercial cargo | |||||||||||
Other2 | |||||||||||
| Revenue from sales to unconsolidated affiliates | |||||||||||
Total revenue, net | $ | $ | |||||||||
13
1 In the current period, certain logistics revenue previously reported in the “Diversified produce” category are presented in the “Other” category to better represent the nature of this revenue, and the prior period amounts have been recast to conform to the current period presentation.
2 In the current period, certain logistics revenue previously reported in the “Retail” and “Wholesale” categories are presented in the “Other” category to better represent the nature of this revenue, and the prior period amounts have been recast to conform to the current period presentation.
NOTE 6 — SEGMENTS
Dole has the following three reportable segments, which align with the manner in which the business is managed: Fresh Fruit, Diversified Fresh Produce – Europe, the Middle East and Africa (“Diversified Fresh Produce – EMEA”) and Diversified Fresh Produce – Americas and the Rest of World (“Diversified Fresh Produce – Americas & ROW”). The Company’s reportable segments are based on (i) financial information reviewed by the Chief Operating Decision Maker (“CODM”), defined as the Chief Executive Officer (“CEO”) and Chief Operating Officer (“COO”), (ii) internal management and related reporting structures and (iii) the basis upon which the CODM assesses performance and allocates resources.
Fresh Fruit: The Fresh Fruit reportable segment primarily sells bananas, pineapples and plantains which are sourced from Dole‑owned and leased farms or local growers, predominately located in Latin America, and sold throughout North America, Europe, Latin America and Asia. This segment also operates a commercial cargo business, which offers available capacity to transport third party cargo on company-owned vessels that are primarily used internally for transporting bananas and pineapples between Latin America, North America and Europe.
Diversified Fresh Produce – EMEA: The Diversified Fresh Produce – EMEA reportable segment includes Dole’s Irish, Dutch, Spanish, Portuguese, French, Italian, United Kingdom (“U.K.”), Swedish, Danish, South African, Czech, Slovakian, Polish, German and Brazilian businesses, the majority of which sell a variety of imported and local fresh fruits and vegetables through retail, wholesale, food service and e‑commerce channels across the European marketplace.
Diversified Fresh Produce – Americas & ROW: The Diversified Fresh Produce – Americas & ROW reportable segment includes Dole’s United States (“U.S.”), Canadian, Mexican, Chilean, Peruvian and Argentinian businesses, all of which market globally and locally-sourced fresh produce, including avocados, kiwis, apples, berries and cherries, from third-party growers or Dole-owned farms to wholesale, retail‑oriented marketing and specialist businesses.
Segment performance is evaluated based on a variety of factors, of which revenue and adjusted earnings before interest expense, income taxes and depreciation and amortization (“Adjusted EBITDA”) are the financial measures regularly reviewed by the CODM. The CODM uses Revenue and Adjusted EBITDA in assessing the performance of each segment. Revenue and Adjusted EBITDA are used to monitor budget versus actual operating results to evaluate the performance of a segment, make decisions on capital and operating funding, consider opportunities to increase profitability and establish management’s compensation. Management does not use assets by segment to evaluate performance or allocate resources. Therefore, assets by segment are not disclosed.
All transactions between reportable segments are eliminated in consolidation.
Adjusted EBITDA is reconciled below to net income by (1) adding the income or subtracting the loss from discontinued operations, net of income taxes; (2) subtracting the income tax expense or adding the income tax benefit; (3) subtracting interest expense; (4) subtracting depreciation charges; (5) subtracting amortization charges on intangible assets; (6) subtracting mark to market losses or adding mark to market gains related to unrealized impacts from certain derivative instruments and foreign currency denominated borrowings, realized impacts on noncash settled foreign currency denominated borrowings, net foreign currency impacts on liquidated entities and fair value movements on contingent consideration; (7) other items which are separately stated based on materiality, which, during the three months ended March 31, 2026 and March 31, 2025, included adding the gain or subtracting the loss on the disposal of business interests, adding the gain or subtracting the loss on asset sales for assets held for sale and actively marketed property or sales-type leases, subtracting impairment charges or held‑for‑sale losses on property, plant and equipment and lease assets, adding interest income on deferred transaction consideration, subtracting acquisition and transaction costs and subtracting restructuring charges and costs for legal matters not in the normal course of business; and (8) the Company’s share of these items from equity method investments.
14
The following tables provide revenue, other segment items and Adjusted EBITDA by reportable segment:
| Three Months Ended | |||||||||||
| March 31, 2026 | March 31, 2025 | ||||||||||
| Segment Revenue: | (U.S. Dollars in thousands) | ||||||||||
| Fresh Fruit | $ | $ | |||||||||
| Diversified Fresh Produce – EMEA | |||||||||||
| Diversified Fresh Produce – Americas & ROW | |||||||||||
| Total segment revenue | |||||||||||
| Intersegment revenue | ( | ( | |||||||||
| Total consolidated revenue, net | $ | $ | |||||||||
Segment Adjusted EBITDA:1 | |||||||||||
| Fresh Fruit | $ | $ | |||||||||
| Diversified Fresh Produce – EMEA | |||||||||||
| Diversified Fresh Produce – Americas & ROW | |||||||||||
| Adjustments: | |||||||||||
| Income tax expense | ( | ( | |||||||||
| Interest expense | ( | ( | |||||||||
| Depreciation | ( | ( | |||||||||
| Amortization of intangible assets | ( | ( | |||||||||
| Mark to market gains (losses) | ( | ||||||||||
| Gain on asset sales | |||||||||||
| Gain on disposal of businesses | |||||||||||
| Impairment of property, plant and equipment and lease assets | ( | — | |||||||||
| Other items | ( | ||||||||||
| Items in equity method earnings: | |||||||||||
| Dole’s share of depreciation | ( | ( | |||||||||
| Dole’s share of amortization | ( | ( | |||||||||
| Dole’s share of income tax expense | ( | ( | |||||||||
| Dole’s share of interest expense | ( | ( | |||||||||
| Dole’s share of gain on disposal of business interests | |||||||||||
| Dole’s share of other items | ( | ( | |||||||||
| Income from continuing operations | |||||||||||
| Income from discontinued operations, net of income taxes | |||||||||||
| Net income | $ | $ | |||||||||
1 The difference between Segment Revenue and Segment Adjusted EBITDA is other segment items for each segment. Other segment items for each segment include the following: 1) cost of sales, inclusive of intersegment amounts and exclusive of depreciation and mark-to-market activity as defined above; 2) selling, marketing, general and administrative expenses, exclusive of depreciation, amortization, and restructuring and legal costs not in the normal course of business; 3) gain on asset sales for disposals of property, plant and equipment that do not qualify as assets held for sale or actively marketed property or sales-type leases; 4) impairment and asset write-downs of property, plant and equipment and lease assets that are not extraordinary in nature; 5) other income (expense), net, exclusive of acquisition and transaction costs and mark-to-market activity as defined above; 6) interest income, exclusive of interest income on deferred transaction consideration; 7) corporate-allocated costs; and 8) equity method earnings, exclusive of the Company’s share of depreciation, amortization, income taxes, interest, disposal of business interests and other items. Other segment items are not regularly provided to and not regularly reviewed by the CODM. The CODM uses budgeted, forecasted and consolidated expense information when reviewing performance. In the three months ended March 31, 2026 and March 31, 2025, Fresh Fruit other segment items were $885.1 million and $834.9 million, respectively. In the three months ended March 31, 2026 and March 31, 2025, Diversified Fresh Produce – EMEA other segment items were $992.4 million and
15
$860.9 million, respectively. In the three months ended March 31, 2026 and March 31, 2025, Diversified Fresh Produce – Americas & ROW other segment items were $402.2 million and $350.5 million, respectively.
NOTE 7 — OTHER INCOME (EXPENSE), NET
Included in other income (expense), net, in Dole’s condensed consolidated statements of operations were the following items:
| Three Months Ended | |||||||||||
March 31, 2026 | March 31, 2025 | ||||||||||
| (U.S. Dollars in thousands) | |||||||||||
| Rental income | $ | $ | |||||||||
| Unrealized gain (loss) on foreign currency denominated borrowings | ( | ||||||||||
| Realized gain (loss) on fair value hedges | ( | ||||||||||
| Unrealized gain on fair value hedges | |||||||||||
| Unrealized gain on interest rate swaps | — | ||||||||||
| Gain on investments | |||||||||||
| Non-service components of net periodic pension cost | ( | ( | |||||||||
| (Loss) gain on contingent consideration | ( | ||||||||||
| Other | ( | ||||||||||
| Other income (expense), net | $ | $ | ( | ||||||||
NOTE 8 — RECEIVABLES AND ALLOWANCES FOR CREDIT LOSSES
Trade Receivables
Trade receivables as of March 31, 2026 and December 31, 2025 were $592.6 million and $539.8 million, net of allowances for credit losses of $21.0 million and $20.6 million, respectively. Trade receivables are also recorded net of allowances for sales deductions under the scope of Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers.
As a result of Dole’s robust credit monitoring practices, the industry in which it operates and the nature of its customer base, the credit losses associated with trade receivables have historically not been significant in comparison to net revenue and gross trade receivables. The allowance for credit losses on trade receivables is measured on a collective pool basis, when the Company believes similar risk characteristics exist among customers. Trade receivables that do not share similar risk characteristics are evaluated on a case-by-case basis. Dole estimates expected credit losses based on ongoing monitoring of customer credit, macroeconomic indicators and historical credit losses based on customer and geographic region.
A rollforward of the allowance for credit losses for trade receivables was as follows:
Amount | |||||
| (U.S. Dollars in thousands) | |||||
Balance as of December 31, 2025 | $ | ( | |||
Additional provisions in the period | ( | ||||
Recoveries of amounts previously reserved | |||||
| Balance sheet write-offs | |||||
| Balance sheet reclassifications | ( | ||||
Foreign exchange impact | |||||
Balance as of March 31, 2026 | $ | ( | |||
Dole utilizes third-party trade receivables sales arrangements to help manage its liquidity. Certain arrangements contain recourse provisions in which Dole’s maximum financial loss is limited to a percentage of receivables sold under the arrangements. Dole derecognizes all sold receivables from the condensed consolidated balance sheets, as it accounts for the transfers as sales under ASC 860, Transfers and Servicing.
16
As of March 31, 2026, the Company had derecognized trade receivables under non-recourse facilities and facilities with recourse provisions of $26.3 million and $255.0 million, respectively. As of December 31, 2025, the Company had derecognized trade receivables under non-recourse facilities and facilities with recourse provisions of $24.2 million and $222.9 million, respectively. The fees associated with the sale of such receivables are recorded in interest expense in the condensed consolidated statements of operations. The Company continues to service sold receivables, and the fair value of any resulting servicing liability is immaterial.
Grower Advances
Dole makes cash advances and materials advances to third-party growers for various production needs, including labor, fertilization, irrigation, pruning and harvesting costs, and additionally incurs other supply chain costs on behalf of third-party growers that are recorded as grower advance receivables. Some of these advances are secured by collateral owned by the growers.
Grower advances are categorized as either working capital advances or term advances. Working capital advances are made to the growers during a normal seasonal growing cycle to support operational working capital needs. These advances are short-term in nature and are intended to be repaid with excess cash proceeds from the current crop harvest. Short-term grower loans and advances, whether secured or unsecured, are classified as grower advance receivables, net, in the condensed consolidated balance sheets.
Term advances are made to support longer-term grower investments. These advances are long-term in nature, are typically secured by long-term grower assets and usually involve a long-term supply agreement for the marketing of fruit. These advances typically have structured repayment terms which are payable over the term of the advance or supply agreement with excess cash proceeds from the crop harvest, after payment of any outstanding working capital advances. The term of supply agreements and term advances is generally to ten years . The current portion of term advances is classified as grower advance receivables, net, and the non-current portion of term advances is classified as other assets in the condensed consolidated balance sheets.
Both working capital advances and term advances may bear interest. Accrued interest on these arrangements has not historically been significant to the financial statements.
The following table summarizes growers advances as of March 31, 2026 and December 31, 2025 based on whether the advances are secured or unsecured:
| March 31, 2026 | December 31, 2025 | ||||||||||||||||||||||
Short-Term | Long-Term | Short-Term | Long-Term | ||||||||||||||||||||
(U.S. Dollars in thousands) | |||||||||||||||||||||||
Secured gross advances to growers and suppliers | $ | $ | $ | $ | |||||||||||||||||||
Allowance for secured advances to growers and suppliers | ( | ( | ( | ( | |||||||||||||||||||
| Unsecured gross advances to growers and suppliers | |||||||||||||||||||||||
| Allowance for unsecured advances to growers and suppliers | ( | ( | ( | ( | |||||||||||||||||||
Net advances to growers and suppliers | $ | $ | $ | $ | |||||||||||||||||||
Of the $145.9 million and $159.7 million net advances to growers and suppliers as of March 31, 2026 and December 31, 2025, respectively, $10.1 million and $9.3 million were considered past due.
Dole monitors these receivables on a regular basis and estimates expected credit losses for all outstanding grower advances to determine if a related impairment loss and allowance should be recognized. These expected credit losses are evaluated on a case-by-case basis and are based on factors such as historical credit loss information, the timing of the growing season and expected yields, the fair value of the collateral, macroeconomic indicators, weather conditions, and other miscellaneous factors. Grower advances are stated at the gross advance amount less allowances for expected credit losses. Dole generally considers an advance to a grower to be past due when the advance is not fully recovered by the excess cash proceeds on the current year crop harvest or when the advance is not repaid by the excess cash proceeds by the end of the supply term agreement.
17
A rollforward of the allowance for expected credit losses related to grower loans and advances was as follows:
Amount | |||||
| (U.S. Dollars in thousands) | |||||
Balance as of December 31, 2025 | $ | ( | |||
Additional provisions in the period | ( | ||||
| Recoveries of amounts previously reserved | |||||
Foreign exchange impact | |||||
Balance as of March 31, 2026 | $ | ( | |||
Other Receivables
Other receivables, net, are recognized at net realizable value, which reflects the net amount expected to be collected. Current and non-current balances of other receivables are included in other receivables, net, and other assets, respectively, in the condensed consolidated balance sheets. Other receivables primarily comprise value-added taxes (“VAT”) receivables, other receivables from government and tax authorities and non-trade receivables from customers, suppliers and other third parties. Based on the nature of these agreements, the timing of collection is dependent on many factors, including government legislation and the timing of settlement of the contract or arrangement.
NOTE 9 — INCOME TAXES
Dole recorded income tax expense of $22.0 million on $58.1 million of income from continuing operations before income taxes and equity earnings for the three months ended March 31, 2026. Dole recorded income tax expense of $17.6 million on $53.4 million of income from continuing operations before income taxes and equity earnings for the three months ended March 31, 2025. Dole’s effective tax rate varies significantly from period to period due to the level, mix and seasonality of earnings generated in Ireland and its various foreign jurisdictions, including the U.S. For the three months ended March 31, 2026, the Company’s income tax expense differed from the Irish statutory rate of 12.5 % primarily due to U.S. global intangible low-taxed income (“GILTI”) provisions of the 2017 Tax Cuts and Jobs Act (“Tax Act”), U.S. Subpart F income inclusion, an increase in liabilities for uncertain tax positions, a net increase in valuation allowances, the impacts of Ireland passing a tax bill in 2023 that implements Pillar Two of the Organization for Economic Co-operation and Development (“Pillar Two”) and operations in foreign jurisdictions that are taxed at different rates than the Irish statutory tax rate. For the three months ended March 31, 2025, the Company’s income tax expense differed from the Irish statutory rate of 12.5% primarily due to U.S. GILTI provisions of the Tax Act, U.S. Subpart F income inclusion, a decrease in liabilities for uncertain tax positions, the impacts of Pillar Two and operations in foreign jurisdictions that are taxed at different rates than the Irish statutory tax rate.
Dole is required to adjust its effective tax rate for each quarter to be consistent with the estimated annual effective tax rate. Jurisdictions with a projected loss where no tax benefit can be recognized are excluded from the calculation of the estimated annual effective tax rate, which could result in a higher or lower effective tax rate during a particular quarter based upon the mix and timing of actual earnings compared to annual projections.
The Company’s net deferred tax liability is primarily related to acquired intangible assets and fair value adjustments resulting from the merger of Total Produce plc and DFC Holdings, LLC (referred herein as the “Merger”) and is net of deferred tax assets related to the U.S. federal interest disallowance carryforward, U.S. state and non-U.S. net operating loss carryforwards and other temporary differences. Dole maintains a valuation allowance against certain U.S. state and non-U.S. deferred tax assets. Each reporting period, the Company evaluates the need for a valuation allowance on deferred tax assets by jurisdiction and adjusts estimates as more information becomes available.
The Company is required to recognize the financial statement effects of a tax position when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. As a result, Dole has recorded a reserve against tax benefits that do not meet the more likely than not threshold to sustain the tax position.
18
One of Dole's foreign subsidiaries is under tax audit for the year ended December 31, 2017. In 2023, the tax authorities issued an assessment of approximately $23.5 million including interest and penalties. The Company appealed the assessment through the administrative process, which concluded in November 2025 with an unfavorable ruling. A court-ordered stay of enforcement of payment has been granted, subject to the provision of a guarantee. Based on an analysis of the relevant facts, local law, and precedent, the Company believes it is more likely than not to prevail at the judicial level. The timing of final resolution is uncertain and may take several years.
On July 4, 2025, the U.S. One Big Beautiful Bill Act (“OBBBA”) was enacted. The effective dates of the provisions of the OBBBA are between 2025 and 2027. The impacts to Dole’s results of operations, financial position and cash flows were not material for the three months ended March 31, 2026. The Company will continue to evaluate the full impact of these legislative changes as additional guidance becomes available.
NOTE 10 — INVENTORY
Inventories are valued at the lower of cost or net realizable value. Costs related to fresh produce are determined on the first-in, first-out basis. Specific identification and average cost methods are also used, primarily for certain packing materials and operating supplies. In the normal course of business, the Company incurs certain crop growing costs such as land preparation, planting, fertilization, grafting, pruning and irrigation. Based on the nature of these costs and type of crop production, these costs may be capitalized into inventory. Generally, all recurring direct and indirect costs of growing crops for fresh produce other than bananas and pineapples are capitalized into inventory. These costs are recognized into cost of sales during each harvest period.
Details of inventory, net of allowances, in the condensed consolidated balance sheets as of March 31, 2026 and December 31, 2025 were as follows:
March 31, 2026 | December 31, 2025 | ||||||||||
| (U.S. Dollars in thousands) | |||||||||||
Finished products | $ | $ | |||||||||
Raw materials, work in progress, and packaging materials | |||||||||||
Crop growing costs | |||||||||||
Agricultural and other operating supplies | |||||||||||
| Inventories, net of allowances | $ | $ | |||||||||
19
NOTE 11 — ASSETS HELD FOR SALE AND ACTIVELY MARKETED PROPERTY
Dole continuously reviews its assets and businesses in order to identify those that do not meet Dole’s future strategic direction or internal economic return criteria. As a result of this review, Dole has identified and is in the process of selling certain assets and businesses which are classified as either held for sale or actively marketed property. The assets and businesses that have been identified are available for sale in their present condition and an active program is underway to sell them. For items classified as held for sale, their sale is anticipated to occur during the ensuing year, while the timing of the sale of property specifically classified as actively marketed (generally land) is uncertain.
Port Sale Transaction
On December 13, 2025, the Company entered into the Port Sale Transaction and committed to a plan to sell the Port disposal group, which is included in the Fresh Fruit reportable segment. As a result, the related assets and liabilities met the criteria for classification as held for sale as of December 31, 2025. Management expects the sale to be completed during the second quarter of 2026, subject to the Port Sale closing conditions. See Note 4 “Acquisitions and Divestitures” for additional detail.
Upon classification as held for sale, the Port disposal group was measured at the lower of carrying value and fair value, less cost to sell. As of March 31, 2026, assets and liabilities held for sale related to the Port disposal group were $77.7 million and $16.3 million, respectively. As of December 31, 2025, assets and liabilities held for sale related to the Port disposal group were $74.1 million and $14.0 million, respectively.
Other Assets held for sale
During the three months ended March 31, 2026, Dole sold buildings in the Diversified Fresh Produce – EMEA segment and land in the Diversified Fresh Produce – Americas & ROW segment with a net book value of $0.9 million, in the aggregate, at a total net gain of $0.1 million. During the three months ended March 31, 2025, Dole sold machinery and equipment in the Diversified Fresh Produce – Americas & ROW segment with a net book value of $0.6 million at a total gain of $0.4 million.
A rollforward of assets held for sale for the three months ended March 31, 2026 was as follows:
Amount | |||||
| (U.S. Dollars in thousands) | |||||
Balance as of December 31, 2025 | $ | ||||
| Reclassifications related to the Ecuador Port Transaction | |||||
| Sales | ( | ||||
| Foreign exchange impact | |||||
Balance as of March 31, 2026 | $ | ||||
The major classes of assets related to the Port disposal group included in assets held for sale in the condensed consolidated balance sheets as of March 31, 2026 and December 31, 2025 were as follows:
| March 31, 2026 | December 31, 2025 | |||||||||||||
| (U.S. Dollars in thousands) | ||||||||||||||
| Trade receivables, net of allowances for credit losses | $ | $ | ||||||||||||
| Other current assets | ||||||||||||||
| Property, plant and equipment, net | ||||||||||||||
| Operating lease right-of-use assets | ||||||||||||||
| Goodwill | ||||||||||||||
| Other assets | ||||||||||||||
| Total Assets Held for Sale | $ | $ | ||||||||||||
As of March 31, 2026 and December 31, 2025, the remainder of other assets held for sale is comprised entirely of property, plant and equipment, net.
20
Liabilities held for sale
As of March 31, 2026 and December 31, 2025, total liabilities held for sale were $16.3 million and $14.0 million, respectively. A rollforward of liabilities held for sale for the three months ended March 31, 2026 in the condensed consolidated balance sheets was as follows:
Amount | ||||||||
| (U.S. Dollars in thousands) | ||||||||
Balance as of December 31, 2025 | $ | |||||||
| Reclassifications related to the Ecuador Port Transaction | ||||||||
Balance as of March 31, 2026 | $ | |||||||
The major classes of liabilities related to the Port disposal group included in liabilities held for sale in the condensed consolidated balance sheets as of March 31, 2026 and December 31, 2025 were as follows:
| March 31, 2026 | December 31, 2025 | |||||||||||||
| (U.S. Dollars in thousands) | ||||||||||||||
| Accounts payable and accrued liabilities | $ | $ | ||||||||||||
| Operating lease liabilities | ||||||||||||||
| Pension and postretirement benefits | ||||||||||||||
| Total Liabilities Held for Sale | $ | $ | ||||||||||||
Actively marketed property
As of March 31, 2026 and December 31, 2025, actively marketed property was $53.2 million and consisted entirely of land in Hawaii in the Fresh Fruit reportable segment. No actively marketed property was sold during the the three months ended March 31, 2026. In the three months ended March 31, 2025, Dole sold actively marketed Hawaii land, with a net book value of $0.4 million, at a total gain of $2.4 million.
21
NOTE 12 — DEBT
Short-term borrowings, bank overdrafts and long-term debt consisted of the following:
| March 31, 2026 | December 31, 2025 | ||||||||||
| (U.S. Dollars in thousands) | |||||||||||
Corporate Revolving Credit Facility | $ | $ | |||||||||
Term Loan Facilities | |||||||||||
Vessel financing loans | |||||||||||
Other long-term financing arrangements | |||||||||||
Other revolving credit facilities, at a weighted average interest rate of | |||||||||||
Other short-term financing arrangements, at a weighted average interest rate of 7.5% as of March 31, 2026 | — | ||||||||||
Bank overdrafts | |||||||||||
Finance lease obligations, at a weighted average interest rate of | |||||||||||
| Total debt, gross | |||||||||||
Unamortized debt discounts and debt issuance costs | ( | ( | |||||||||
| Total debt, net | |||||||||||
Current maturities, net of unamortized debt discounts and debt issuance costs | ( | ( | |||||||||
Bank overdrafts | ( | ( | |||||||||
Long-term debt, net | $ | $ | |||||||||
Term Loan and Corporate Revolving Credit Facilities
On May 1, 2025, the Company entered into the Amended and Restated Credit Agreement, which includes: 1) a multicurrency five-year senior secured revolving credit facility (the “Corporate Revolving Credit Facility”) that provides for borrowings up to $600.0 million; 2) a five-year U.S. dollar senior secured term loan A facility (“Term Loan A”) of $250.0 million; and 3) a seven-year U.S. dollar senior secured Farm Credit term loan facility (“Farm Credit Term Loan”) of $350.0 million (collectively, the “Senior Secured Facilities”). The proceeds of the Corporate Revolving Credit Facility and Term Loan A and Farm Credit facilities (“Term Loan Facilities”) were used to refinance all outstanding amounts under the Credit Agreement immediately prior to giving effect to the Amended and Restated Credit Agreement (the “Refinancing”).
The Corporate Revolving Credit Facility and Term Loan A have expiration dates of May 1, 2030. The Farm Credit Term Loan has an expiration date of May 1, 2032. Principal payments of the Term Loan A and Farm Credit Term Loan are due quarterly based on the aggregate principal amount as of the closing date of the Amended and Restated Credit Agreement, adjusted for principal repayments, multiplied by 0.625 % and 0.25 %, respectively, until maturity.
Interest under the Corporate Revolving Credit Facility and Term Loan A is payable, at the option of Dole, either at (i) SOFR, or the respective benchmark rate depending on the currency of the loan, plus 1.00 2.25 0.00 0.00 1.25 1.75 % to 2.75 %, to be determined based on the Company’s total net leverage ratio. As discussed in Note 14 “Derivative Financial Instruments”, the Company enters into interest rate swap arrangements to fix a portion of the Credit Agreement’s variable rate debt to fixed rate debt.
As of March 31, 2026, amounts outstanding under the Term Loan facilities were $592.7 million, in the aggregate, and borrowings under the Corporate Revolving Credit Facility were $175.8 million. After taking into account approximately $16.4 million of related outstanding letters of credit, Dole had $407.8 million available for cash borrowings under the Corporate Revolving Credit Facility as of March 31, 2026. As of December 31, 2025, amounts outstanding under the Term Loan Facilities were $595.1 million, in the aggregate, and borrowings under the Corporate Revolving Credit Facility were $67.8 million. After taking into account approximately $4.4 million of related outstanding letters of credit, Dole had $527.8 million available for cash borrowings under the Corporate Revolving Credit Facility as of December 31, 2025.
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Borrowings under the Credit Agreement are secured by substantially all of the Company’s material U.S. assets of wholly owned subsidiaries, certain European assets and by the equity interests of substantially all Dole subsidiaries located in the U.S. and certain subsidiaries located in Europe.
Lines of Credit
Vessel Financing Loans
During the three months ended March 31, 2026, the Company voluntarily prepaid the remaining principal balance of the vessel financing loans, amounting to $45.4 million.
NOTE 13 — EMPLOYEE BENEFIT PLANS
Components of Net Periodic Benefit Cost (Income)
The components of net periodic benefit cost (income) for Dole’s U.S. and international pension plans and other postretirement benefit (“OPRB”) plans were as follows:
U.S. Pension Plans | International Pension Plans | OPRB Plans | |||||||||||||||||||||||||||||||||
Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | ||||||||||||||||||||||||||||||
(U.S. Dollars in thousands) | |||||||||||||||||||||||||||||||||||
Service cost | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
Interest cost | |||||||||||||||||||||||||||||||||||
Expected return on plan assets | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
Amortization of: | |||||||||||||||||||||||||||||||||||
| Net loss (gain) | ( | ||||||||||||||||||||||||||||||||||
Prior service benefit | ( | ( | |||||||||||||||||||||||||||||||||
Curtailments, settlements and terminations, net | |||||||||||||||||||||||||||||||||||
Net periodic pension (income) cost | $ | ( | $ | ( | $ | $ | $ | $ | |||||||||||||||||||||||||||
The Company classifies the non-service components of net periodic pension cost (income) within other income (expense), net, in the condensed consolidated statements of operations. Non-service components include interest costs, expected return on plan assets, amortization of net (gain) loss and prior service benefit and other curtailment, settlement or termination costs.
NOTE 14 — DERIVATIVE FINANCIAL INSTRUMENTS
Dole is exposed to foreign currency exchange rate fluctuations, bunker fuel price fluctuations and interest rate changes in the normal course of its business. As part of its risk management strategy, Dole uses derivative instruments to hedge some of these exposures. Dole’s objective is to offset gains and losses resulting from these exposures with losses and gains from the derivative contracts used to hedge them, thereby reducing the volatility of earnings. Dole does not hold or issue derivative financial instruments for trading or speculative purposes. The types of derivative instruments utilized by Dole are described below:
Foreign currency hedges: Dole enters into foreign currency exchange forward and option contracts to hedge exposure to changes in certain foreign currency exchange rates. Dole enters into fair value hedges to hedge foreign currency exposure of non-functional currency assets and liabilities and cash flow hedges to hedge foreign currency exposure of forecasted revenue, cost of sales and operating expenses.
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Interest rate swaps: Dole enters into interest rate swaps to mitigate a significant portion of the interest rate risk associated with its variable-rate debt.
The interest rate swaps pay a fixed rate of interest at rates between 0.77 % and 3.31 %, with the receiving rates variable based on SOFR, which was 3.66 % as of March 31, 2026. All interest rate swap arrangements are classified within the condensed consolidated balance sheets based on ultimate maturity date of the arrangement. Refer to Note 12 “Debt” for further information on Company’s variable rate debt.
As a result of the Refinancing described in Note 12 “Debt”, there was a de-designation of certain interest rate swaps in which the forecasted interest payments are no longer probable.
Bunker fuel contracts: Dole incurs significant fuel costs from shipping products from sourcing locations to end customer markets. As a result, Dole is exposed to commodity and fuel cost risks and enters into bunker fuel contracts to hedge the risk of unfavorable fuel prices.
Hedge Accounting Election
The Company performs an analysis of the hedging portfolio at inception and on a quarterly basis. The Company uses the following criteria in evaluating derivative instruments for hedge accounting:
1.Hedged risk is eligible
2.Hedged item or transaction is eligible
3.Hedging instrument is eligible
4.Hedging relationship is highly effective
5.Designation and documentation requirements are met
Dole designates certain interest rate swaps and certain foreign currency cash flow hedges for hedge accounting and records the changes in the fair value of these instruments in accumulated other comprehensive loss. The changes in the fair value of foreign currency fair value hedges, non-designated interest rate swaps, non-designated cash flow hedges and bunker fuel hedges are recorded in earnings.
Notional Amounts of Derivative Instruments
Dole had the following derivative instruments outstanding as of March 31, 2026:
| Aggregate Notional Amount | |||||
Foreign currency forward contracts by currency: | |||||
| United States dollar | $ | ||||
| Euro | € | ||||
| British pound sterling | £ | ||||
| Swedish krona | SEK | ||||
| Canadian dollar | C$ | ||||
| Chilean peso | CLP$ | ||||
| South African rand | ZAR | ||||
Interest rate swap contracts | $ | ||||
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Quantitative Disclosures
Derivatives are presented gross in the condensed consolidated balance sheets. The following table presents the balance sheet location and fair value of the derivative instruments by type:
Fair Value Measurements as of March 31, 2026 | |||||||||||||||||||||||
Other Receivables, net | Other Assets | Accrued Liabilities | Other Long-Term Liabilities | ||||||||||||||||||||
Foreign currency forward contracts: | (U.S. Dollars in thousands) | ||||||||||||||||||||||
Cash flow hedges | $ | $ | $ | ( | $ | — | |||||||||||||||||
Non-designated cash flow hedges | ( | — | |||||||||||||||||||||
| Fair value hedges | ( | — | |||||||||||||||||||||
| Interest rate swap contracts | |||||||||||||||||||||||
| $ | $ | $ | ( | $ | |||||||||||||||||||
Fair Value Measurements as of December 31, 2025 | |||||||||||||||||||||||
Other Receivables, net | Other Assets | Accrued Liabilities | Other Long-Term Liabilities | ||||||||||||||||||||
Foreign currency forward contracts: | (U.S. Dollars in thousands) | ||||||||||||||||||||||
Cash flow hedges | $ | $ | $ | ( | $ | — | |||||||||||||||||
Non-designated cash flow hedges | ( | — | |||||||||||||||||||||
Fair value hedges | ( | — | |||||||||||||||||||||
| Interest rate swap contracts | ( | ||||||||||||||||||||||
| Bunker fuel hedges | ( | — | |||||||||||||||||||||
| $ | $ | $ | ( | $ | ( | ||||||||||||||||||
Refer to Note 15 “Fair Value Measurements” for presentation of fair value instruments within the condensed consolidated balance sheets, which includes derivative financial instruments.
The following tables represent all of Dole’s realized and unrealized derivative gains (losses) and respective location in the financial statements for the three months ended March 31, 2026 and March 31, 2025:
Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | ||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Loss | Cost of Sales | Other Income (Expense), net | Accumulated Other Comprehensive Loss | Cost of Sales | Other Income (Expense), net | ||||||||||||||||||||||||||||||
Realized net (losses) gains: | (U.S. Dollars in thousands) | ||||||||||||||||||||||||||||||||||
Cash flow hedges | $ | — | $ | ( | $ | $ | — | $ | $ | ||||||||||||||||||||||||||
Non-designated cash flow hedges | — | — | |||||||||||||||||||||||||||||||||
| Fair value hedges | — | ( | — | ( | ( | ||||||||||||||||||||||||||||||
Bunker fuel hedges | — | — | |||||||||||||||||||||||||||||||||
Total net realized (losses) gains | $ | — | $ | ( | $ | $ | — | $ | $ | ( | |||||||||||||||||||||||||
| Unrealized net gains (losses): | |||||||||||||||||||||||||||||||||||
| Cash flow hedges | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||
Non-designated cash flow hedges | ( | ( | |||||||||||||||||||||||||||||||||
| Fair value hedges | ( | ||||||||||||||||||||||||||||||||||
Bunker fuel hedges | |||||||||||||||||||||||||||||||||||
Interest rate swap contracts | ( | ( | |||||||||||||||||||||||||||||||||
Total net unrealized gains (losses) | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||
As of March 31, 2026, the Company expects approximately $11.7 million of net deferred gains from derivative instruments to be reclassified from accumulated other comprehensive loss into earnings over the next 12 months. Of the $11.7 million of net deferred gains, $5.1 million relates to deferred gains on interest rate swap contracts and is expected to offset future interest expense on the Senior Secured Facilities, and $6.6 million relates to net deferred gains on cash flow
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NOTE 15 — FAIR VALUE MEASUREMENTS
The inputs used to measure fair value are based on a hierarchy that prioritizes observable and unobservable inputs used in valuation techniques. These levels, in order of highest to lowest priority, are described below:
Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities.
Level 2: Observable prices that are based on inputs not quoted on active markets but corroborated by market data.
Level 3: Unobservable inputs that are not corroborated by market data.
Fair Value of Assets and Liabilities Measured at Fair Value on a Recurring Basis
The following tables present the fair values of the Company’s assets and liabilities that are remeasured at fair value as of March 31, 2026 and December 31, 2025.
Fair Value Measurements as of March 31, 2026 Using | |||||||||||||||||||||||||||||
Balance Sheet Classification | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Total | |||||||||||||||||||||||||
| Foreign currency forward contracts: | (U.S. Dollars in thousands) | ||||||||||||||||||||||||||||
Other receivables, net | $ | $ | $ | $ | |||||||||||||||||||||||||
| Accrued liabilities | ( | ( | |||||||||||||||||||||||||||
Interest rate swap contracts: | |||||||||||||||||||||||||||||
Other receivables, net | |||||||||||||||||||||||||||||
| Other assets | |||||||||||||||||||||||||||||
Rabbi Trust investments: | |||||||||||||||||||||||||||||
| Short-term investments | |||||||||||||||||||||||||||||
| Long-term investments | |||||||||||||||||||||||||||||
Contingent consideration: | |||||||||||||||||||||||||||||
Contingent consideration | ( | ( | |||||||||||||||||||||||||||
Contingent consideration, less current portion | ( | ( | |||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||||||||
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Fair Value Measurements as of December 31, 2025 Using | |||||||||||||||||||||||||||||
Balance Sheet Classification | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Total | |||||||||||||||||||||||||
| Foreign currency forward contracts: | (U.S. Dollars in thousands) | ||||||||||||||||||||||||||||
Other receivables, net | $ | $ | $ | $ | |||||||||||||||||||||||||
| Accrued liabilities | ( | ( | |||||||||||||||||||||||||||
Bunker fuel hedges: | Accrued liabilities | ( | ( | ||||||||||||||||||||||||||
Interest rate swap contracts: | |||||||||||||||||||||||||||||
Other receivables, net | — | — | |||||||||||||||||||||||||||
| Other assets | |||||||||||||||||||||||||||||
| Other long-term liabilities | — | ( | — | ( | |||||||||||||||||||||||||
Rabbi Trust investments: | |||||||||||||||||||||||||||||
| Short-term investments | |||||||||||||||||||||||||||||
| Long-term investments | |||||||||||||||||||||||||||||
Contingent consideration: | |||||||||||||||||||||||||||||
Contingent consideration | ( | ( | |||||||||||||||||||||||||||
Contingent consideration, less current portion | ( | ( | |||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||||||||
The assets and liabilities that are required to be recorded at fair value on a recurring basis are derivative instruments, contingent consideration and Rabbi Trust investments. The fair values of the Company’s derivative instruments are determined using Level 2 inputs, which are defined as “observable prices that are based on inputs not quoted on active markets but corroborated by market data.” The fair values of the foreign currency forward contracts, the interest rate swaps and bunker fuel hedges were estimated using internal discounted cash flow calculations based upon forward foreign currency exchange rates, bunker fuel futures, interest rate yield curves or quotes obtained from brokers for contracts with similar terms, less any credit valuation adjustments based on Dole’s own credit risk and any counterparties' credit risk.
Dole sponsors a non-qualified deferred compensation plan and a frozen non-qualified supplemental defined benefit plan for executives. The plans are funded through investments in Rabbi Trusts. Securities are recorded at fair value with realized and unrealized holding gains or losses included in earnings. As of March 31, 2026, securities totaled $20.0 million, of which $6.7 million was classified as short-term and included in short-term investments in the condensed consolidated balance sheets, and $13.3 million was classified as long-term and included in long-term investments in the condensed consolidated balance sheets. As of December 31, 2025, securities totaled $20.2 million, of which $6.4 million was classified as short-term and $13.8 million was classified as long-term. Dole estimates the fair value of its Rabbi Trust investments using prices provided by its custodian, which are based on various third-party pricing services or valuation models developed by the underlying fund managers. The Rabbi Trust investments are held by the custodian in various Master Trust Units (“MTUs”), where the fair value is derived from the individual investment components. Each investment within the MTU is individually valued, after considering gains, losses, contributions and distributions, and the collective value of the MTU represents the total fair value. Dole has evaluated the methodologies used by the custodian to develop the estimate of fair value and assessed whether such valuations are representative of fair value, including net asset value. Dole has determined the valuations to be Level 3 inputs, because they are based upon significant unobservable inputs.
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The table below sets forth a summary of changes in the fair value of the Level 3 Rabbi Trust investments for the three months ended March 31, 2026:
Fair Value Measurements Using Significant Unobservable Inputs (Level 3) | |||||
| (U.S. Dollars in thousands) | |||||
Balance as of December 31, 2025 | $ | ||||
Net realized and unrealized gains recognized in earnings* | |||||
| Plan contributions | |||||
Plan distributions | ( | ||||
Balance as of March 31, 2026 | $ | ||||
*Net amount comprised of an realized gain of $0.6 million and an unrealized loss of $0.3 million, recorded in other income (expense), net, in the condensed consolidated statements of operations.
The carrying value of contingent consideration in the condensed consolidated balance sheets approximates fair value based on the present value of the expected payments, discounted using a risk-adjusted rate. The expected payments are determined by forecasting the acquiree's earnings over the applicable period. Remeasurement gains and losses are recognized in other income (expense), net, in the condensed consolidated statement of operations. Dole has determined the valuations use Level 3 inputs, because they are based upon significant unobservable inputs.
The table below sets forth a summary of changes in the fair value of the Level 3 contingent consideration for the three months ended March 31, 2026:
Fair Value Measurements Using Significant Unobservable Inputs (Level 3) | |||||
| (U.S. Dollars in thousands) | |||||
Balance as of December 31, 2025 | $ | ( | |||
| Additions | ( | ||||
| Remeasurement loss | ( | ||||
Foreign exchange impact | |||||
Balance as of March 31, 2026 | $ | ( | |||
Fair Value of Financial Instruments
In estimating the Company’s fair value disclosures for financial instruments, Dole used the following methods and assumptions:
Cash and cash equivalents: These items have carrying values reported in the condensed consolidated balance sheets that approximate fair value due to their liquid nature, and they are classified as Level 1.
Short-term trade and grower receivables: These items have carrying values reported in the condensed consolidated balance sheets that are net of allowances and approximate fair value, and they are classified as Level 2.
Trade payables: These items have carrying values reported in the condensed consolidated balance sheets that approximate fair value, and they are classified as Level 2.
Notes receivable and notes payable: These items have carrying values reported in the condensed consolidated balance sheets that approximate fair value, and they are classified as Level 2.
Long-term grower receivables: These items have carrying values reported in the condensed consolidated balance sheets that are net of allowances and approximate fair value, and they are classified as Level 2.
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Vegetables Transaction non-cash consideration: The non-cash consideration associated with the Vegetables Transaction includes a noncontingent seller note (“seller note”) and a potential earn-out payment. The carrying values are reported within other assets in the condensed consolidated balance sheets, which approximate fair value, and they are classified as Level 3.
Finance and operating leases: The carrying value of finance lease obligations reported in the condensed consolidated balance sheets approximates fair value based on current interest rates, which contain an element of default risk. The fair value of finance lease obligations is estimated using Level 2 inputs based on quoted prices for those or similar instruments. For operating leases, Dole uses the rate implicit in the lease to discount leases payments to present value, when available. However, most leases do not provide a readily determinable implicit rate. Therefore, the Company’s incremental borrowing rate is used to discount the lease payments based on information available at lease commencement.
Interest-bearing loans and borrowings: For floating rate interest-bearing loans and borrowings with a contractual repricing date of less than one year, the nominal amount is deemed to reflect fair value. For loans with repricing dates of greater than one year, fair value is calculated based on the present value of the expected future principal and interest cash flows, discounted at interest rates effective at the reporting date and adjusted for movements in credit spreads. Based on these inputs, these instruments are classified as Level 2.
Credit Risk
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NOTE 16 — CONTINGENCIES
Guarantees
Dole provides guarantees for obligations of subsidiaries to third parties directly and indirectly through letters of credit from its revolving credit facilities, guarantees issued by major banking institutions and surety bonds issued by insurance companies. These letters of credit, bank guarantees and surety bonds are required by certain regulatory authorities, suppliers and other operating agreements and generally have contract terms of to twenty years , often with an option to renew. As of March 31, 2026 and December 31, 2025, total letters of credit, bank guarantees and surety bonds outstanding under these arrangements were $81.2 million and $67.9 million, respectively, which represents the maximum potential future payments that Dole could be required to make. Any potential payments under these guarantees are not significant as of March 31, 2026.
Additionally, the Company guarantees certain bank borrowings and other obligations of certain equity method investees. As of March 31, 2026 and December 31, 2025, total guarantees under these arrangements were $6.0 million and $7.8 million, respectively, which represents the maximum potential future payments that Dole could be required to make.
Hawaii Spillway
In February of 2020, the State of Hawaii and Department of Land and Natural Resources provided notice to Dole of a deficiency in the spillway and embankment stability of a Company-owned reservoir that required mediation by 2025, although the remediation schedule has since been extended. Dole contracted a third party to perform an improvement study which resulted in an estimate of costs to modify the spillway of approximately $20.0 million. On July 5, 2023, Hawaii Senate Bill 833 was signed into law by the Governor of Hawaii, pursuant to which the Office of the Governor was directed to negotiate the acquisition of Dole’s interests in the reservoir and associated irrigation system. Discussions with the State of Hawaii are ongoing. The bill also appropriates funds for the State to repair and maintain the irrigation system and the associated spillway. The Company does not deem a resulting loss from the contingency associated with the costs to modify the spillway to be probable and, thus, has not recognized a liability in the condensed consolidated balance sheets.
Legal Contingencies
Dole is involved from time to time in claims and legal actions incidental to its operations, both as plaintiff and defendant. Legal fees are expensed as incurred or expected to be incurred when the resulting loss from legal matters related to underlying events that have already occurred is probable and estimable. Dole has established what management currently believes to be adequate accruals for pending legal matters. These accruals are established as part of an ongoing worldwide assessment of claims and legal actions that takes into consideration such items as changes in the pending case load (including resolved and new matters), opinions of legal counsel, individual developments in court proceedings, changes in the law, changes in business focus, changes in the litigation environment, changes in opponent strategy and tactics, new developments as a result of ongoing discovery and past experience in defending and settling similar claims. In the opinion of management, after consultation with legal counsel, the claims or actions to which Dole is a party are not expected to have a material adverse effect, individually or in the aggregate, on Dole’s results of operations, financial condition or cash flows.
DBCP Cases: Dole Food Company, Inc. and certain of its subsidiaries are involved in lawsuits pending in the U.S. and in foreign countries alleging injury because of exposure to the agricultural chemical DBCP (1,2- dibromo-3-chloropropane) or seeking enforcement of Nicaraguan judgments related to DBCP. These lawsuits are in various stages of proceedings, although most are inactive. In addition, there are multiple labor cases pending in Costa Rica under that country’s national insurance program.
Currently, claimed damages in DBCP cases worldwide total approximately $17.8 billion, with lawsuits in Nicaragua representing almost all of this amount. 24 of the cases in Nicaragua have resulted in judgments, although not all of the individual judgment holders are seeking recovery. The Company believes that none of the Nicaraguan judgments that remain will be enforceable against any Dole entity in the U.S. or in any other country.
As to all the DBCP matters, Dole has denied liability and asserted substantial defenses. The Company believes there is no reliable scientific basis for alleged injuries from the agricultural field application of DBCP. Although no assurance can be given concerning the outcome of the DBCP cases, in the opinion of management, after consultation with legal counsel and based on experience defending and resolving DBCP claims, neither the pending lawsuits and claims nor their
30
resolution are expected to have a material adverse effect on Dole’s financial position or results of operations, because the probable loss is not material.
Former Shell Site: Beginning in 2009, Shell Oil Company and Dole Food Company, Inc. were sued in several cases filed in Los Angeles Superior Court by the City of Carson and persons claiming to be current or former residents in the area of a housing development built in the 1960’s by a predecessor of what is now a Dole subsidiary, Barclay Hollander Corporation (“BHC”), on land that had been owned and used by Shell as a crude oil storage facility for 40 years prior to the housing development. The homeowner and City of Carson complaints have been settled and the litigation has been dismissed. On May 6, 2013, Shell filed a complaint against Dole Food Company, Inc. (which was later voluntarily dismissed), BHC and Lomita Development Company (“Lomita”), seeking indemnity for the costs associated with the lawsuits discussed above (approximately $90.0 million plus attorney fees) and for the cleanup discussed below (approximately $310.0 million). Shell’s indemnification claims were based on an early entry side agreement between Shell and an entity related to BHC and on claims based in equity. The trial court dismissed Shell’s contract-based claims and eliminated Shell’s demands for indemnification related to the homeowner and City of Carson cases. Shell’s equitable claims related to the cleanup costs were tried and, on November 9, 2022, the jury delivered a verdict deciding that Shell properly incurred and will incur a total of $266.6 million in cleanup costs, and that BHC should bear 50.0 % of those costs, or $133.3 million. BHC has filed an appeal. In June 2023, the trial court granted Shell’s motion to add Dole Food Company, Inc. to the BHC judgment as an alter ego of BHC and ordered Shell to reimburse BHC approximately $26.7 million in attorney’s fees, which serves as an offset to the BHC judgment amount. Dole Food Company, Inc., has appealed the alter ego ruling and secured a bond sufficient to stay enforcement of the judgment. Shell has appealed the award of the attorney’s fees.
The California Regional Water Quality Control Board (“Water Board”) is supervising the cleanup on the former Shell site. On March 11, 2011, the Water Board issued a Cleanup and Abatement Order (“CAO”) naming Shell as the Discharger and a Responsible Party and ordering Shell to assess, monitor and cleanup and abate the effects of contaminants discharged to soil and groundwater at the site. On April 30, 2015, the CAO was amended to also name BHC as a discharger. BHC appealed this CAO revision to the California State Water Resources Control Board, which appeal was denied by operation of law when the Water Board took no action. On September 30, 2015, BHC filed a writ petition in the Superior Court challenging the CAO on several grounds. The trial court denied BHC’s petition, which denial was subsequently upheld by the California Court of Appeals, thereby ending BHC’s challenge to the CAO revision naming BHC as a discharger. In the opinion of management, after consultation with legal counsel, the risk of loss related to the claims or actions related to the CAO are reasonably possible, but not probable. The ultimate outcome of this matter, and any resulting loss, cannot be reasonably estimated at this time.
NOTE 17 — STOCKHOLDERS’ EQUITY
Common Stock
As of March 31, 2026, the Company was authorized to issue 600.0 million total shares of capital stock, consisting of 300.0 million shares of common stock and 300.0 million shares of preferred stock. As of March 31, 2026 and December 31, 2025, there were 95.2 million shares of common stock outstanding, respectively, and no
Stock-Based Compensation
The Company’s primary stock-based compensation plan is the 2021 Omnibus Incentive Compensation Plan (“the Plan”), under which to date, share options and two different types of restricted stock units (“RSUs”) have been issued. The purpose of the Plan is to benefit and advance the interests of Dole by attracting, retaining and motivating participants and to compensate participants for contributions to the success of the Company. Upon exercise of share options or vesting of RSUs, new shares are issued from existing authorization. A total of 7.4 million shares of the Company’s common stock were initially reserved for issuance pursuant to the Omnibus Plan. Upon the exercise of any option or vesting of any RSU, the related award is cancelled to the extent of the number of shares exercised or vested, and that number of shares is no longer available under the Plan. If any part of the award terminates without delivery of the related shares, the extent of the award will then be available for future grant under the Plan. As of March 31, 2026, there were 5.0 million shares available for future grant under the Plan.
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During the three months ended March 31, 2026, additional RSU awards were issued under the Plan that vest over a one to three year service period, and additional RSU awards were issued under the Plan that vest over three years if certain market conditions are met, such as achieved price targets and relative share performance to peers. Compensation expense under the awards that include a market condition is determined based on the grant date fair value of the award calculated using a Monte Carlo simulation approach.
For the three months ended March 31, 2026 and March 31, 2025, total stock-based compensation expense related to the Plan was $1.5 million and $1.4 million, respectively. Stock-based compensation expense related to the Plan is recorded in selling, marketing, general and administrative expenses or cost of sales in the condensed consolidated statements of operations based on the classification of cash compensation to the participants. The total unrecognized compensation cost related to the unvested awards as of March 31, 2026 was $12.9 million.
Dividends Declared
The following table summarizes dividends per share declared for the three months ended March 31, 2026 and March 31, 2025:
| Three Months Ended | ||||||||||||||||||||
| March 31, 2026 | March 31, 2025 | |||||||||||||||||||
| Date Declared | Amount (per share) | Date Declared | Amount (per share) | |||||||||||||||||
| (U.S. Dollars) | (U.S. Dollars) | |||||||||||||||||||
| 2/24/2026 | $ | 2/25/2025 | $ | |||||||||||||||||
The following table summarizes total dividends declared for the three months ended March 31, 2026 and March 31, 2025:
| Three Months Ended | |||||||||||
| March 31, 2026 | March 31, 2025 | ||||||||||
| (U.S. Dollars in thousands) | |||||||||||
Dividends | $ | ( | $ | ( | |||||||
In January of 2026, Dole paid cash dividends of $0.085 per share, totaling $8.6 million (including dividends paid on vested awards under the Plan), to shareholders for the third quarter dividend declared on November 7, 2025.
Dole’s ability to declare and pay dividends is subject to limitations contained in its various debt agreements. As of March 31, 2026, Dole had the ability to make dividend payments of $672.9 million before these limitations would come into effect.
See Note 20 “Subsequent Events” for additional detail on dividends declared and paid.
Share Repurchase Program
On November 7, 2025, the Board of Directors (the “Board”) authorized a share repurchase program (“Share Repurchase Program”) under which the Company may repurchase up to $100.0 million in the aggregate of its Ordinary shares with no set expiration date. Shares may be repurchased from time to time through open-market transactions or other methods. The timing and volume of repurchases will be at the discretion of the Company’s management and will be based on several factors including market conditions, available capital resources and alternative investment opportunities. The Share Repurchase Program does not obligate the Company to acquire any particular number of shares and may be suspended, modified or discontinued at any time at the Board’s discretion.
During the three months ended March 31, 2026, the Company repurchased 306,570 Ordinary shares at an average price of $15.13 per share, totaling $4.6 million. As of March 31, 2026, approximately $95.4 million remained available for repurchase under the Share Repurchase Program.
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Accumulated Other Comprehensive Loss
Dole’s accumulated other comprehensive loss primarily consists of unrealized foreign currency translation gains and losses, unrealized derivative gains and losses and pension and postretirement obligation adjustments. A rollforward of the changes in accumulated other comprehensive loss, disaggregated by component, was as follows for the three months ended March 31, 2026 and March 31, 2025:
Changes in Accumulated Other Comprehensive Loss by Component | |||||||||||||||||||||||
Fair Value of Derivatives | Pension & Other Postretirement Benefits | Foreign Currency Translation | Total | ||||||||||||||||||||
(U.S. Dollars in thousands) | |||||||||||||||||||||||
Balance as of December 31, 2024 | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||
Other comprehensive income (loss) attributable to Dole plc before reclassifications | ( | ||||||||||||||||||||||
| Income tax effect of amounts in other comprehensive income (loss) attributable to Dole plc before reclassifications | |||||||||||||||||||||||
Gross amounts reclassified from accumulated other comprehensive loss | ( | ( | |||||||||||||||||||||
| Income tax effect of amounts reclassified from accumulated other comprehensive loss | |||||||||||||||||||||||
Net other comprehensive income (loss) attributable to Dole plc | ( | ||||||||||||||||||||||
Balance as of March 31, 2025 | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||
Balance as of December 31, 2025 | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||
| Other comprehensive income (loss) attributable to Dole plc before reclassifications | ( | ( | |||||||||||||||||||||
| Income tax effect of amounts in other comprehensive income (loss) attributable to Dole plc before reclassifications | ( | ( | |||||||||||||||||||||
| Gross amounts reclassified from accumulated other comprehensive loss | ( | ( | |||||||||||||||||||||
| Income tax effect of amounts reclassified from accumulated other comprehensive loss | |||||||||||||||||||||||
| Net other comprehensive income (loss) attributable to Dole plc | ( | ( | |||||||||||||||||||||
Balance as of March 31, 2026 | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||
The following table includes details about net (gains) losses reclassified from accumulated other comprehensive loss by component of accumulated other comprehensive loss:
| (Gains) losses reclassified out of Accumulated Other Comprehensive Loss | ||||||||||||||||||||
| Three Months Ended | ||||||||||||||||||||
| March 31, 2026 | March 31, 2025 | Affected line item in the Statement of Operations | ||||||||||||||||||
| (U.S. Dollars in thousands) | ||||||||||||||||||||
| Fair Value of Derivatives: | ||||||||||||||||||||
| Interest rate swap contracts | $ | ( | $ | ( | Interest expense | |||||||||||||||
| Cash flow hedges | ( | Cost of sales | ||||||||||||||||||
| Foreign Currency Translation | — | Gain on disposal of businesses | ||||||||||||||||||
| Total | $ | ( | $ | ( | ||||||||||||||||
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NOTE 18 — INVESTMENTS IN UNCONSOLIDATED AFFILIATES
As of March 31, 2026, Dole’s investments in unconsolidated affiliates were $140.8 million, of which $134.4 million represented equity method investments, and $6.4 million represented investments in which Dole does not have significant influence. As of December 31, 2025, Dole’s investments in unconsolidated affiliates were $142.1 million, of which $135.6 million represented equity method investments, and $6.5 million represented investments in which Dole does not have significant influence. There are no significant investees in which Dole holds 20.0% or more of their voting stock that are not accounted for using the equity method of accounting.
Dole’s consolidated net income includes its proportionate share of the net income or loss of equity method investments in affiliates. When Dole records its proportionate share of net income, it increases equity method earnings in the condensed consolidated statements of operations and the carrying value in that investment in the condensed consolidated balance sheets. Conversely, when Dole records its proportionate share of a net loss, it decreases equity method earnings in the condensed consolidated statements of operations and the carrying value in that investment in the condensed consolidated balance sheets. Cash dividends received from investments in which Dole does not have significant influence are recorded in other income (expense), net, and have historically not been significant.
In the three months ended March 31, 2026 and March 31, 2025, total equity method earnings were $1.6 million and $8.3 million, respectively.
Transactions with Unconsolidated Affiliates
In the ordinary course of business, Dole enters into arm’s length transactions with unconsolidated affiliates, which include trading sales and purchases of goods and other supplies. From time to time, Dole also provides both seasonal and long-term loans to these affiliates, though these amounts have historically not been significant. The following table presents sales to and purchases from investments in unconsolidated affiliates for the three months ended March 31, 2026 and March 31, 2025:
| Three Months Ended | ||||||||||||||
| March 31, 2026 | March 31, 2025 | |||||||||||||
| (U.S. Dollars in thousands) | ||||||||||||||
| Sales | $ | $ | ||||||||||||
| Purchases | ||||||||||||||
The following tables presents amounts due from and to investments in unconsolidated affiliates as of March 31, 2026 and December 31, 2025:
March 31, 2026 | December 31, 2025 | |||||||||||||
| (U.S. Dollars in thousands) | ||||||||||||||
| Amounts due from investments in unconsolidated affiliates presented within trade receivables | $ | $ | ||||||||||||
| Amounts due from investments in unconsolidated affiliates presented within other receivables | ||||||||||||||
| Amounts due from investments in unconsolidated affiliates presented within other assets | ||||||||||||||
| Amounts due to investments in unconsolidated affiliates presented within accounts payable | ( | ( | ||||||||||||
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NOTE 19 – EARNINGS (LOSS) PER SHARE
Basic earnings (loss) per share is calculated by dividing the net income (loss) for the period attributable to shareholders of the Company by the weighted average number of shares outstanding during the period. Diluted earnings per share is calculated by dividing the net income (loss) for the period attributable to shareholders of the Company by the weighted average number of shares outstanding after adjusting for the impact of all share options and RSUs with a dilutive effect. The Company uses the treasury stock method to calculate the dilutive effect of outstanding equity awards for diluted earnings (loss) per share.
The following table presents basic and diluted earnings (loss) per share for the three months ended March 31, 2026 and March 31, 2025:
| Three Months Ended | |||||||||||
| March 31, 2026 | March 31, 2025 | ||||||||||
| (U.S. Dollars and shares in thousands, except per share amounts) | |||||||||||
Income from continuing operations | $ | $ | |||||||||
| Net income attributable to noncontrolling interests | ( | ( | |||||||||
| Income from continuing operations attributable to Dole plc | |||||||||||
| Income from discontinued operations, net of income taxes | |||||||||||
| Net income attributable to Dole plc | $ | $ | |||||||||
| Weighted average number of shares outstanding: | |||||||||||
Weighted average number of shares – basic | |||||||||||
Effect of share awards with a dilutive effect | |||||||||||
Weighted average number of shares – diluted | |||||||||||
| Income per share: | |||||||||||
| Basic: | |||||||||||
| Continuing operations | $ | $ | |||||||||
| Discontinued operations | |||||||||||
| Net income per share attributable to Dole plc | $ | $ | |||||||||
| Diluted: | |||||||||||
| Continuing operations | $ | $ | |||||||||
| Discontinued operations | |||||||||||
| Net income per share attributable to Dole plc | $ | $ | |||||||||
NOTE 20 — SUBSEQUENT EVENTS
Dole evaluated subsequent events through May 11, 2026, the date that Dole’s unaudited condensed consolidated financial statements were issued.
In April of 2026, the Company received regulatory approval for the Port Sale Transaction. The Port Sale Transaction is expected to close in the second quarter of 2026, subject to the remaining Port Sale closing conditions.
On May 8, 2026, the Board declared a cash dividend for the first quarter of 2026 of $0.085 per share, payable on July 8, 2026 to shareholders of record on June 17, 2026. A cash dividend of $0.085 per share was paid on April 8, 2026 for the fourth quarter of 2025.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Executive Overview
We are a global leader in fresh fruits and vegetables, with produce sourced, both locally and globally, from over 100 countries in various regions and distributed and marketed in over 85 countries, across retail, wholesale, food service and e-commerce channels. Our most significant products hold leading market share positions in their respective categories and territories. We are one of the world’s largest producers of fresh bananas and pineapples, a major global exporter of grapes and have an expanding presence in avocados, mangos, kiwis, berries, cherries and organic produce. We sell and distribute fruit and vegetable products throughout an extensive network in North America, Europe, Latin America, Asia, the Middle East and Africa (primarily in South Africa). For further information on our principal sources of revenue, refer to Note 5 “Revenue” to the unaudited condensed consolidated financial statements included herein. In addition, see Part I, “Item 1. Business” in the Annual Report on Form 10-K for a more detailed description of our products and services offered.
Dole is comprised of the following three reportable segments:
Fresh Fruit: The Fresh Fruit reportable segment primarily sells bananas, pineapples and plantains which are sourced from Dole-owned and leased farms or local growers, predominately located in Latin America, and sold throughout North America, Europe, Latin America and Asia. This segment also operates a commercial cargo business, which offers available capacity to transport third party cargo on company-owned vessels that are primarily used internally for transporting bananas and pineapples between Latin America, North America and Europe.
Diversified Fresh Produce – EMEA: The Diversified Fresh Produce – EMEA reportable segment includes Dole’s Irish, Dutch, Spanish, Portuguese, French, Italian, U.K., Swedish, Danish, South African, Czech, Slovakian, Polish, German and Brazilian businesses, the majority of which sell a variety of imported and local fresh fruits and vegetables through retail, wholesale, food service and e-commerce channels across the European marketplace.
Diversified Fresh Produce – Americas & ROW: The Diversified Fresh Produce – Americas & ROW reportable segment includes Dole’s U.S., Canadian, Mexican, Chilean, Peruvian and Argentinian businesses, all of which market globally and locally-sourced fresh produce, including avocados, kiwis, apples, berries and cherries, from third-party growers or Dole-owned farms to wholesale, retail-oriented marketing and specialist businesses.
Vegetables Exit Process
On August 5, 2025, the Vegetables Transaction closed and we completed the exit of the Fresh Vegetables division. The results of operations of the Fresh Vegetables division up to the disposal date have been reported separately as discontinued operations, net of income taxes, within our operating results below. We do not expect the sale to have other material direct or indirect impacts to our current or future operating results, statement of financial position and cash flows.
See our Annual Report on Form 10-K for additional detail on the disposal of our Fresh Vegetables division.
Current Economic and Market Environment
Overall, the economic and market environment continues to be volatile in 2026 and a number of external factors are currently posing challenges to the global economy and to our business, including:
•Continuing global economic disruption due to geopolitical conflicts, as well as increased local disruptions due to political or security issues. Most recently the broadening conflict in the Middle East has contributed to higher global fuel prices and increased uncertainty with respect to future direct and indirect input costs;
•Evolving and dynamic global trade policies, including but not limited to the imposition (and any future imposition) of tariffs and their impact on supply chains and logistics, the relative cost to get each product to market, demand patterns, foreign exchange rates and other areas;
•Changing central bank monetary policies, which have resulted in interest rate adjustments and volatile foreign exchange rates;
•Weather events, including the supply chain impacts of the 2024 tropical storms in Honduras;
•Crop disease pressures which put pressure on yields and supply and also on growing and sourcing costs; and
•Evolving regulatory environments in many areas, including in shipping.
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In response to the various ongoing challenges noted above, we are continuing to work across our business on mitigation strategies, including working with customers and suppliers to manage possible impacts of changes in tariff regimes, adjusting pricing, identifying operational efficiencies and making strategic investments where deemed appropriate. Although we ultimately believe that we are well positioned within our industry to weather periods of economic disruption, the scope, duration and carry over effects of the above factors are uncertain, rapidly changing and difficult to predict. Therefore, the extent and magnitude of the impact of these factors on our business, operating results and long-term liquidity position cannot be reliably estimated at this time.
In addition, we are continuing to monitor the direct and indirect effects of ongoing and emerging geopolitical conflicts, on both the global economy and our business and operations. The broader consequences of these issues have given, and will continue to give rise to, certain challenges for our business but any resulting impacts have not been and are not currently expected to be material to Dole’s overall results.
See Part I, “Item 1A. Risk Factors” in the Annual Report on Form 10-K for more information on ongoing risks, such as those related to currency exchange fluctuations, increases in product costs, international operations, global capital and credit markets and the uncertainty of wars and other global conflicts.
Operating Results
Selected results of operations for the three months ended March 31, 2026 and March 31, 2025 were as follows:
| Three Months Ended | Change | ||||||||||||||||||||||
| March 31, 2026 | March 31, 2025 | 2026 vs. 2025 | |||||||||||||||||||||
(U.S. Dollars in thousands, except percentages) | |||||||||||||||||||||||
| Revenues, net | $ | 2,342,175 | $ | 2,099,404 | $ | 242,771 | 11.6 | % | |||||||||||||||
| Cost of sales | (2,157,182) | (1,917,211) | (239,971) | 12.5 | % | ||||||||||||||||||
| Gross profit | 184,993 | 182,193 | 2,800 | ||||||||||||||||||||
| Selling, marketing, general and administrative expenses | (123,780) | (118,412) | (5,368) | 4.5 | % | ||||||||||||||||||
| Gain on disposal of businesses | 1,192 | 361 | 831 | 230.2 | % | ||||||||||||||||||
| Gain on asset sales | 667 | 3,801 | (3,134) | (82.5) | % | ||||||||||||||||||
| Impairment and asset write-downs of property, plant and equipment and lease assets | (1,112) | (38) | (1,074) | 2826.3 | % | ||||||||||||||||||
| Operating income | 61,960 | 67,905 | (5,945) | ||||||||||||||||||||
| Other income (expense), net | 4,538 | (348) | 4,886 | 1404.0 | % | ||||||||||||||||||
| Interest income | 4,205 | 3,040 | 1,165 | 38.3 | % | ||||||||||||||||||
| Interest expense | (12,586) | (17,182) | 4,596 | (26.7) | % | ||||||||||||||||||
| Income from continuing operations before income taxes and equity earnings | 58,117 | 53,415 | 4,702 | ||||||||||||||||||||
| Income tax expense | (21,982) | (17,578) | (4,404) | 25.1 | % | ||||||||||||||||||
| Equity method earnings | 1,600 | 8,292 | (6,692) | (80.7) | % | ||||||||||||||||||
| Income from continuing operations | 37,735 | 44,129 | (6,394) | ||||||||||||||||||||
| Income from discontinued operations, net of income taxes | — | 30 | (30) | (100.0) | % | ||||||||||||||||||
| Net income | 37,735 | 44,159 | (6,424) | ||||||||||||||||||||
| Income attributable to noncontrolling interests | (6,438) | (5,247) | (1,191) | 22.7 | % | ||||||||||||||||||
| Net income attributable to Dole plc | $ | 31,297 | $ | 38,912 | $ | (7,615) | |||||||||||||||||
The following provides an analysis of consolidated operating results in comparison to the prior year. Management has analyzed the significant drivers of changes in consolidated operating results below and provided further commentary on segment performance in the section to follow. All other operating results not included in the analysis were not significant to the Company’s overall performance.
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Revenues, Net
The increase in total revenue, net, for the three months ended March 31, 2026 (11.6%, or $242.8 million) was primarily due to positive operational performance across all reportable segments and a favorable impact from foreign currency translation of $96.2 million, as a result of the strengthening of the Swedish krona, euro and the British pound sterling against the U.S. Dollar when compared to prior year.
Other factors driving changes in revenue are described in more detail in the “Segment Operating Results” section below.
Cost of Sales
The increase in total cost of sales for the three months ended March 31, 2026 (12.5%, or $240.0 million) was primarily due to increased trading activity for all reporting segments and an unfavorable impact from foreign currency translation. Additionally, in the Fresh Fruit segment, cost of sales increased due to higher fruit sourcing costs in bananas due to higher overall sourcing costs in the market and also in pineapples, particularly due to the strengthening of the Costa Rican Colón against the U.S. Dollar.
See“Segment Operating Results” section below for additional detail.
Selling, Marketing and General and Administrative Expenses (“SMG&A”)
The increase in total SMG&A for the three months ended March 31, 2026 (4.5%, or $5.4 million) was primarily due to the impact of foreign current translation in the period partially offset by benefit from a partial restructuring of our operations in the Diversified Fresh Produce – Americas & ROW segment.
Gain on Disposal of Businesses
The gain on disposal of businesses for the three months ended March 31, 2026 was $1.2 million and was primarily due to the disposal of a controlling interest in a business in South Africa within the Diversified Fresh Produce – EMEA segment. We have retained an equity method investment in the business. The gain on disposal of businesses for the three months ended March 31, 2025 was $0.4 million and was primarily related to amounts that were released from escrow on the sale of our Progressive Produce business in 2024.
Gain on Asset Sales
The gain on asset sales for the three months ended March 31, 2026 was $0.7 million and was primarily the result of the sale of certain properties in the Diversified Fresh Produce – Americas & ROW and Diversified Fresh Produce – EMEA segments, as well as the sale of certain property, plant and equipment across all reporting segments.
The gain on asset sales for the three months ended March 31, 2025 was $3.8 million and was primarily the result of the sale of actively marketed land in Hawaii, part of the Fresh Fruit segment.
Impairment and asset write-downs of property, plant and equipment and lease assets
The impairment and asset write-downs of property, plant and equipment and lease assets for the three months ended March 31, 2026 was $1.1 million and was related to asset write-downs of certain property, plant and equipment across all reportable segments. The impairment and asset write-downs of property, plant and equipment and lease assets for the three months ended March 31, 2025 was immaterial.
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Other income (expense), net
Other income (expense), net increased to income of $4.5 million in the three months ended March 31, 2026 from expense of $0.3 million in the three months ended March 31, 2025. The increase was primarily due to higher net unrealized gains on foreign currency denominated borrowings and higher net gains of other mark to market instruments, partially offset by higher net periodic costs from non-service components of pension and other postretirement benefit plans and other miscellaneous costs.
See Note 7 “Other Income (Expense), Net” to the unaudited condensed consolidated financial statements included herein for additional detail.
Interest Income
The increase in interest income for the three months ended March 31, 2026 (38.3%, or $1.2 million) was primarily due to interest income recognized on the seller note received as consideration for the Vegetables Transaction.
Interest Expense
The decrease in interest expense for the three months ended March 31, 2026 (26.7%, or $4.6 million) was due to lower interest rates in the current year in comparison to the prior year.
Income Taxes
The Company recorded income tax expense of $22.0 million on $58.1 million of income from continuing operations before income taxes and equity earnings for the three months ended March 31, 2026, reflecting a 37.8% effective tax rate. The Company recorded income tax expense of $17.6 million on $53.4 million of income from continuing operations before income taxes and equity earnings for the three months ended March 31, 2025, reflecting a 32.9% effective tax rate.
Dole’s effective tax rate varies significantly from period to period due to the level, mix and seasonality of earnings generated in Ireland and its various foreign jurisdictions, including the U.S. For the three months ended March 31, 2026, the Company’s income tax expense differed from the Irish statutory rate of 12.5% primarily due to U.S. GILTI provisions of the Tax Act, U.S. Subpart F income inclusion, an increase in liabilities for uncertain tax positions, a net increase in valuation allowances, the impacts of Pillar Two and operations in foreign jurisdictions that are taxed at different rates than the Irish statutory tax rate. For the three months ended March 31, 2025, the Company’s income tax expense differed from the Irish statutory rate of 12.5% primarily due to U.S. GILTI provisions of the Tax Act, U.S. Subpart F income inclusion, a decrease in liabilities for uncertain tax positions, the impacts of Pillar Two and operations in foreign jurisdictions that are taxed at different rates than the Irish statutory tax rate.
The Company’s net deferred tax liability is primarily related to acquired intangible assets and fair value adjustments resulting from the Merger and is net of deferred tax assets related to the U.S. federal interest disallowance carryforward, U.S. state and non-U.S. net operating loss carryforwards and other temporary differences. Dole maintains a valuation allowance against certain U.S. state and non-U.S. deferred tax assets. Each reporting period, the Company evaluates the need for a valuation allowance on deferred tax assets by jurisdiction and adjusts estimates as more information becomes available.
All post-1986 previously unremitted earnings for which no U.S. deferred tax liability had been accrued have been subject to U.S. tax. Dole plc is an Irish-based parent company and intends to continue to invest most or all of its foreign earnings, as well as capital in its foreign subsidiaries, indefinitely outside of Ireland and does not expect to incur any significant additional taxes related to such amounts. Also, from time to time, Dole may choose to repatriate anticipated future earnings of which some portion may be subject to tax and increase Dole’s overall tax expense for that fiscal year. The Company continues to evaluate its cash needs and may update its assertion in future periods.
One of the Company’s foreign subsidiaries is under tax audit for the year ended December 31, 2017. In 2023, the tax authorities issued an assessment of approximately $23.5 million, including interest and penalties. The Company appealed the assessment through the administrative process, which concluded in November 2025 with an unfavorable ruling. A court-ordered stay of enforcement of payment has been granted, subject to the provision of a guarantee. Based on an analysis of the relevant facts, local law, and precedent, the Company believes it is more likely than not to prevail at the judicial level. The timing of final resolution is uncertain and may take several years.
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On July 4, 2025, the U.S. OBBBA was enacted. Management is assessing the tax provisions of the OBBBA and its impacts on the Company. The effective dates of the provisions of the OBBBA are between 2025 and 2027. The impacts to Dole’s results of operations, financial position and cash flows were not material for the three months ended March 31, 2026. The Company will continue to evaluate the full impact of these legislative changes as additional guidance becomes available.
See Note 9 “Income Taxes” to the unaudited condensed consolidated financial statements included herein for additional information on income taxes.
Equity method earnings
Equity method earnings decreased to $1.6 million in the three months ended March 31, 2026 from $8.3 million in the three months ended March 31, 2025. The prior year was positively impacted by a divestiture of a portion of ownership shares in an investment located in the U.S. in which the Company recognized a $6.9 million gain, net of income tax. On an underlying basis, there was a marginal increase of $0.2 million with an increase in earnings in joint ventures within the Fresh Fruit segment, partially offset by lower earnings in the Diversified Fresh Produce – EMEA segment.
See Note 18 “Investments in Unconsolidated Affiliates” to the unaudited condensed consolidated financial statements included herein for additional information.
Results from discontinued operations, net of income taxes
There was no current year activity from discontinued operations and the prior year impacts were not material.
Net income attributable to noncontrolling interests
In the three months ended March 31, 2026, net income attributable to noncontrolling interests increased to $6.4 million from $5.2 million in the three months ended March 31, 2025. The prior year was impacted by the noncontrolling interest share of gain on disposal of an equity method investment as described above, the non-controlling interests share of mark-to-market gains on financial instruments as well as the impact of a discrete tax charge attributable to noncontrolling interests. On an underlying basis, there was an increase in the current year net income attributable to noncontrolling interests due to impact of foreign currency translation on translation of earnings of non-wholly owned companies in the Diversified Fresh Produce – EMEA segment.
40
Segment Operating Results
Dole plc has the following segments: Fresh Fruit, Diversified Fresh Produce – EMEA and Diversified Fresh Produce – Americas & ROW. The Company’s reportable segments are based on (i) financial information reviewed by the CODM, (ii) internal management and related reporting structures and (iii) the basis upon which the CODM assesses performance and allocates resources.
Segment performance is evaluated based on a variety of factors, of which revenue and Adjusted EBITDA are the financial measures regularly reviewed by the CODM.
Dole and its chief operating decision makers, Dole’s CEO and COO, use Adjusted EBITDA as the primary financial measure, because it is a measure commonly used by financial analysts in evaluating the performance of companies in the same industry. The adjustments in calculating Adjusted EBITDA have been made, because management excludes these amounts when evaluating performance, on the basis that such adjustments eliminate the effects of (i) considerable amounts of non-cash depreciation and amortization and (ii) items not within the control of the Company’s operations managers. Adjusted EBITDA is not calculated or presented in accordance with U.S. GAAP, but Adjusted EBITDA by segment is presented in conformity with ASC 280, Segments. Further, Adjusted EBITDA as used herein is not necessarily comparable to similarly titled measures of other companies. Adjusted EBITDA is not a substitute for income from continuing operations, net income attributable to Dole plc, net income, cash flows from operating activities or any other measure prescribed by U.S. GAAP.
Adjusted EBITDA is reconciled from net income by taking consolidated net income and (1) subtracting the income or adding the loss from discontinued operations, net of income taxes; (2) adding the income tax expense or subtracting the income tax benefit; (3) adding interest expense; (4) adding depreciation charges; (5) adding amortization charges on intangible assets; (6) adding mark to market losses or subtracting mark to market gains related to unrealized impacts from certain derivative instruments and foreign currency denominated borrowings, realized impacts on noncash settled foreign currency denominated borrowings, net foreign currency impacts on liquidated entities and fair value movements on contingent consideration; (7) other items which are separately stated based on materiality, which, during the three months ended March 31, 2026 and March 31, 2025, included subtracting the gain or adding the loss on the disposal of business interests, subtracting the gain or adding the loss on asset sales for assets held for sale and actively marketed property or sales-type leases, adding impairment charges or held for sale classification losses on property, plant and equipment and lease assets, subtracting interest income on deferred transaction consideration, adding acquisition and transaction costs and adding restructuring charges and costs for legal matters not in the ordinary course of business; and (8) the Company’s share of these items from equity method investments.
41
The following provides revenue by segment and a reconciliation of Adjusted EBITDA by segment to consolidated net income, which is the most directly comparable U.S. GAAP financial measure:
| Three Months Ended | ||||||||||||||
| March 31, 2026 | March 31, 2025 | |||||||||||||
Segment Revenue: | (U.S. Dollars in thousands) | |||||||||||||
| Fresh Fruit | $ | 937,660 | $ | 878,145 | ||||||||||
| Diversified Fresh Produce — EMEA | 1,022,324 | 892,087 | ||||||||||||
| Diversified Fresh Produce — Americas & ROW | 420,011 | 363,413 | ||||||||||||
| Total segment revenue | 2,379,995 | 2,133,645 | ||||||||||||
| Intersegment revenue | (37,820) | (34,241) | ||||||||||||
| Total consolidated revenue, net | $ | 2,342,175 | $ | 2,099,404 | ||||||||||
| Reconciliation of net income to Adjusted EBITDA | ||||||||||||||
| Net income | $ | 37,735 | $ | 44,159 | ||||||||||
| Income from discontinued operations, net of income taxes | — | (30) | ||||||||||||
| Income from continuing operations | 37,735 | 44,129 | ||||||||||||
| Adjustments: | ||||||||||||||
| Income tax expense | 21,982 | 17,578 | ||||||||||||
| Interest expense | 12,586 | 17,182 | ||||||||||||
| Depreciation | 26,527 | 24,813 | ||||||||||||
| Amortization of intangible assets | 1,541 | 1,731 | ||||||||||||
| Mark to market (gains) losses | (4,125) | 5,916 | ||||||||||||
| Gain on asset sales | (47) | (2,441) | ||||||||||||
| Gain on disposal of businesses | (1,192) | (361) | ||||||||||||
| Impairment of property, plant and equipment and lease assets | 912 | — | ||||||||||||
| Other items | (12) | 94 | ||||||||||||
| Adjustments from equity method investments | 4,405 | (3,819) | ||||||||||||
| Total consolidated Adjusted EBITDA | $ | 100,312 | $ | 104,822 | ||||||||||
| Segment Adjusted EBITDA: | ||||||||||||||
| Fresh Fruit | $ | 52,553 | $ | 63,331 | ||||||||||
| Diversified Fresh Produce — EMEA | 29,965 | 27,660 | ||||||||||||
| Diversified Fresh Produce — Americas & ROW | 17,794 | 13,831 | ||||||||||||
| Total consolidated Adjusted EBITDA | $ | 100,312 | $ | 104,822 | ||||||||||
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The following tables illustrate the estimated impact of factors that have driven changes in segment revenues for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025:
Revenue for the three months ended | |||||||||||||||||||||||||||||
| March 31, 2025 | Foreign exchange translation1 | Acquisitions/ divestitures | Operational change2 | March 31, 2026 | |||||||||||||||||||||||||
| (U.S. Dollars in thousands) | |||||||||||||||||||||||||||||
Fresh Fruit | $ | 878,145 | $ | — | $ | — | $ | 59,515 | $ | 937,660 | |||||||||||||||||||
| Diversified Fresh Produce – EMEA | 892,087 | 94,584 | — | 35,653 | 1,022,324 | ||||||||||||||||||||||||
| Diversified Fresh Produce – Americas & ROW | 363,413 | 1,601 | — | 54,997 | 420,011 | ||||||||||||||||||||||||
| Intersegment revenue | (34,241) | — | — | (3,579) | (37,820) | ||||||||||||||||||||||||
| $ | 2,099,404 | $ | 96,185 | $ | — | $ | 146,586 | $ | 2,342,175 | ||||||||||||||||||||
1 The impact of foreign exchange translation represents an estimate of the effect of translating the results of operations denominated in a foreign currency to U.S. Dollar at prior year average rates, as compared to the current year average rates.
2 Operational change represents the remaining change in revenue after isolating the impacts of foreign exchange translation and acquisitions and divestitures, which we believe are significant factors that impact the comparability of our operating results in comparison to the prior year. The operational change is discussed in greater detail below.
The following tables illustrate the estimated impact of factors that have driven changes in segment Adjusted EBITDA for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025:
Adjusted EBITDA for the three months ended | |||||||||||||||||||||||||||||
| March 31, 2025 | Foreign exchange translation1 | Acquisitions/ divestitures | Operational change2 | March 31, 2026 | |||||||||||||||||||||||||
| (U.S. dollars in thousands) | |||||||||||||||||||||||||||||
Fresh Fruit | $ | 63,331 | $ | (462) | $ | — | $ | (10,316) | $ | 52,553 | |||||||||||||||||||
| Diversified Fresh Produce – EMEA | 27,660 | 3,665 | 46 | (1,406) | 29,965 | ||||||||||||||||||||||||
| Diversified Fresh Produce – Americas & ROW | 13,831 | (44) | — | 4,007 | 17,794 | ||||||||||||||||||||||||
| $ | 104,822 | $ | 3,159 | $ | 46 | $ | (7,715) | $ | 100,312 | ||||||||||||||||||||
1 The impact of foreign exchange translation represents an estimate of the effect of translating the results of operations denominated in a foreign currency to U.S. Dollar at prior year average rates, as compared to the current year average rates.
2 Operational change represents the remaining change in Adjusted EBITDA after isolating the impacts of foreign exchange translation and acquisitions and divestitures, which we believe are significant factors that impact the comparability of our operating results in comparison to the prior year. The operational change is discussed in greater detail below.
Changes in segment revenue and segment Adjusted EBITDA are described in more detail below, with focus on operational changes which we believe are more reflective of the Company’s performance in comparison to the prior year. Unless otherwise noted, the changes discussed below are for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025.
Fresh Fruit
The increase in Fresh Fruit revenue, net, for the three months ended March 31, 2026 (6.8%, or $59.5 million) to $937.7 million was primarily due to higher worldwide pricing of bananas, pineapples and plantains and higher volumes of bananas sold in Europe.
The decrease in Fresh Fruit Adjusted EBITDA for the three months ended March 31, 2026 (17.0%, or $10.8 million) to $52.6 million was driven primarily by higher fruit costs in bananas due to higher overall sourcing costs in the market and higher fruit sourcing costs in pineapples, particularly due to the strengthening of the Costa Rican Colón against the U.S. Dollar.
Diversified Fresh Produce – EMEA
The increase in Diversified Fresh Produce – EMEA revenue, net, for the three months ended March 31, 2026 (14.6%, or $130.2 million) to $1.0 billion was primarily due to the favorable impact of foreign currency translation of $94.6 million, as a result of the strengthening of the Swedish krona, euro and the British pound sterling against the U.S. Dollar, as well as underlying growth in France and Germany. Excluding the impact of foreign currency translation, revenue was 4.0%, or $35.7 million, ahead of the prior year.
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The increase in Diversified Fresh Produce – EMEA Adjusted EBITDA for the three months ended March 31, 2026 (8.3%, or $2.3 million) to $30.0 million was primarily due to a favorable impact of $3.7 million from foreign currency translation, as well as strong performance in Scandinavia and Germany. These increases were partially offset by weaker performance in South Africa, the U.K. and the Netherlands. Excluding the impact of foreign currency translation and acquisitions and divestitures, Adjusted EBITDA was 5.1%, or $1.4 million, behind the prior year.
Diversified Fresh Produce – Americas & ROW
The increase in Diversified Fresh Produce – Americas & ROW revenue, net, for the three months ended March 31, 2026 (15.6%, or $56.6 million) to $420.0 million was primarily driven by higher volumes and positive pricing in our southern hemisphere export business, as well as higher volumes in our North America import and marketing businesses, offsetting lower pricing, primarily in avocados.
The increase in Diversified Fresh Produce – Americas & ROW Adjusted EBITDA for the three months ended March 31, 2026 (28.7%, or $4.0 million) to $17.8 million was driven by a positive impact in our southern hemisphere export business, a good performance in our North America import and marketing businesses, in part supported by the benefit of a partial restructuring of our operations in the fourth quarter of 2025, as well as good performance in our joint ventures operations.
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Liquidity and capital resources
Primary sources of cash flow for Dole have historically been cash flow from operating activities, the issuance of debt and bank borrowings. Dole has a history of borrowing funds internationally and expects to be able to continue to borrow funds over the long term. Material cash requirements have included payments of debt and related interest, capital expenditures, investments in companies, increases in ownership of subsidiaries or companies in which Dole holds equity investments and payments of dividends to shareholders.
Over the upcoming year, as well as long-term, we believe that cash flow from operating activities, available cash and cash equivalents and access to borrowing facilities will be sufficient to fund any future capital expenditures, debt service, dividend payments and other capital requirements for the foreseeable future.
Cash Flows
The following table summarizes Dole’s consolidated cash flows for the three months ended March 31, 2026 and March 31, 2025:
| Three Months Ended | |||||||||||
March 31, 2026 | March 31, 2025 | ||||||||||
Cash flow provided by (used in) continuing operations, net: | (U.S. Dollars in thousands) | ||||||||||
Operating activities | $ | (22,467) | $ | (78,789) | |||||||
Investing activities | (10,838) | (31,838) | |||||||||
Financing activities | 40,483 | 53,267 | |||||||||
Foreign currency impact | (1,864) | 5,954 | |||||||||
| Cash used in discontinued operations, net | — | (23,791) | |||||||||
Net increase (decrease) in cash | 5,314 | (75,197) | |||||||||
Cash and cash equivalents, beginning, including discontinued operations | 267,854 | 331,719 | |||||||||
Cash and cash equivalents, ending, including discontinued operations | $ | 273,168 | $ | 256,522 | |||||||
Cash flows used in operating activities were $22.5 million for the three months ended March 31, 2026, compared to cash flows used in operating activities of $78.8 million for the three months ended March 31, 2025. There were lower outflows from receivables in comparison to prior year, as the prior year was significantly impacted by the timing of collections related to the Chilean cherry season which accentuated the normal seasonal working capital receivables outflows as well as an incrementally higher benefit from securitization of trade receivables when compared to the prior year. There was also an increase in cash inflows in the current year from inventories. These impacts were partially offset by higher outflows in accounts payable, accrued liabilities and other liabilities due to seasonal timing of grower payables which were also accentuated by the timing of the cherry season.
Cash flows used in investing activities were $10.8 million for the three months ended March 31, 2026, compared to cash flows used in investing activities of $31.8 million for the three months ended March 31, 2025. The decrease in cash used in investing activities was primarily attributable to lower cash capital expenditures in the current year as the prior year included expenditure on the buyout of two vessel finance leases of $36.1 million, partially offset by higher insurance proceeds of $15.8 million received in the prior year.
Cash flows provided by financing activities were $40.5 million for the three months ended March 31, 2026, compared to $53.3 million provided by financing activities for the three months ended March 31, 2025. The decrease in cash provided by financing activities was primarily attributable to lower borrowings of debt, net of repayments, as well as the impacts of incremental outflows during the current year of $4.6 million for share repurchases and $3.1 million of tax paid for net settlement of share-based payments.
There were no cash taxes paid for the repatriation tax under Internal Revenue Code Section 965 in the three months ended March 31, 2026 and March 31, 2025. There are no repatriation tax payments expected for the remainder of fiscal year 2026 or beyond fiscal year 2026.
45
Net Debt (non-GAAP measure)
Net debt is the primary measure used by management to analyze the Company’s capital structure and financial leverage. Net debt is a non-GAAP financial measure, calculated as cash and cash equivalents less current debt, long-term debt and bank overdrafts, excluding debt discounts and issuance costs. Management believes that net debt is an important measure to monitor leverage and evaluate the consolidated balance sheets. Management also believes that net debt provides useful information to investors because it reflects the Company’s overall debt position after taking into account cash and cash equivalents available to repay outstanding borrowings.
The following table sets forth a reconciliation of cash and cash equivalents and total debt to net debt as of March 31, 2026 and December 31, 2025:
March 31, 2026 | December 31, 2025 | ||||||||||
(U.S. Dollars in thousands) | |||||||||||
| Cash and cash equivalents | $ | 273,168 | $ | 267,854 | |||||||
| Debt: | |||||||||||
| Long-term debt, net | (870,176) | (799,814) | |||||||||
| Current maturities | (40,633) | (57,668) | |||||||||
| Bank overdrafts | (12,696) | (9,611) | |||||||||
| Total debt, net | (923,505) | (867,093) | |||||||||
| Add: Unamortized debt discounts and issuance costs | (6,790) | (7,237) | |||||||||
| Total gross debt | (930,295) | (874,330) | |||||||||
Net debt | $ | (657,127) | $ | (606,476) | |||||||
The Credit Agreement includes the Corporate Revolving Credit Facility that provides for up to $600.0 million, and Term Loan A and Farm Credit Term Loan, which provides for borrowings of $250.0 million and $350.0 million, respectively. The Senior Secured Facilities have been successfully syndicated.
The Corporate Revolving Credit Facility and Term Loan A have expiration dates of May 1, 2030. The Farm Credit Term Loan has an expiration date of May 1, 2032.
Dole’s borrowings under these facilities and other borrowing arrangements are linked to both variable and fixed interest rates. Dole has entered into interest rate swaps in order to mitigate a significant portion of the interest rate risk associated with its variable-rate debt.
Both cash and debt are denominated in various currencies, though primarily in the U.S. Dollar, euro, British pound sterling and Swedish krona.
The Senior Secured Facilities are expected to provide long-term sustainable capitalization.
See Note 12 “Debt” to the unaudited condensed consolidated financial statements included herein for additional detail on the Company’s debt.
46
Total Available Liquidity
Total available liquidity (defined as cash and cash equivalents plus available lines of credit, which includes the borrowing capacity of revolving loans and similar facilities) is used by management to evaluate the amount of capital that is readily available to the Company. Total available liquidity as of March 31, 2026 and December 31, 2025 was as follows:
March 31, 2026 | December 31, 2025 | ||||||||||
(U.S. Dollars in thousands) | |||||||||||
| Cash and cash equivalents | $ | 273,168 | $ | 267,854 | |||||||
| Lines of credit | 661,516 | 771,528 | |||||||||
Total available liquidity | $ | 934,684 | $ | 1,039,382 | |||||||
In addition, Dole utilizes third-party trade receivables sales arrangements to help manage its liquidity. Certain arrangements contain recourse provisions through which our maximum financial loss is limited to a percentage of receivables sold under the arrangements. Total facility amounts under all third-party trade receivables sales arrangements are $285.0 million in the aggregate as of March 31, 2026.
As of March 31, 2026, we had derecognized trade receivables related to non-recourse facilities and facilities with recourse provisions of $26.3 million and $255.0 million, respectively. As of December 31, 2025, we had derecognized trade receivables related to non-recourse facilities and facilities with recourse provisions of $24.2 million and $222.9 million, respectively.
Commitments and Contingencies
As of March 31, 2026, there were no material changes in our commitments, contractual arrangements or contingencies as compared to those in described in our Annual Report on Form 10-K. Refer to Note 16 “Contingencies” to the unaudited condensed consolidated financial statements included herein for further detail on Dole’s contingencies.
Share Repurchase Program
On November 7, 2025, the Board authorized the Share Repurchase Program, whereby we may repurchase up to $100.0 million in the aggregate of our Ordinary shares with no set expiration date. Shares may be repurchased from time to time through open-market transactions or other methods. The timing and volume of repurchases will be at the discretion of management and will be based on several factors including market conditions, available capital resources and alternative investment opportunities. Repurchases will be funded through operating cash flows or existing cash balances and availability under our Corporate Revolving Credit Facility. As the Share Repurchase Program does not obligate us to acquire any particular number of shares and can be suspended, modified or discontinued at any time, we cannot reasonably estimate the impact on our future cash flows or liquidity position.
During the three months ended March 31, 2026, the Company repurchased 306,570 Ordinary shares at an average price of $15.13 per share, totaling $4.6 million. As of March 31, 2026, approximately $95.4 million remained available for repurchase under the Share Repurchase Program.
Critical Accounting Estimates
The preparation of unaudited condensed consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses. The Company bases estimates on past experience and other assumptions that are believed to be reasonable under the circumstances, and management evaluates these estimates on an ongoing basis. Actual results may differ from those estimates.
Critical accounting estimates are those that materially affect or could affect the unaudited condensed consolidated financial statements and involve difficult, subjective or complex judgments by management. A thorough understanding of these critical accounting estimates and their underlying nature, assumptions and inputs is essential when reviewing the unaudited condensed consolidated financial statements of the Company. Management believes that the areas of goodwill and indefinite-lived intangible assets, income taxes, and pension and other postretirement benefits are the most critical, as they involve the use of significant estimates and assumptions. There have been no material changes or additions to our critical accounting estimates identified above from those described in greater detail in our Annual Report on Form 10-K.
47
Item 3. Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes to the disclosures on this matter made in our Annual Report on Form 10-K.
Item 4. Controls and Procedures
Management’s Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our CEO and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required financial disclosure.
As of the end of the period covered by this Form 10-Q, our management, under the supervision and with the participation of our CEO and CFO, evaluated the effectiveness of our disclosure controls and procedures pursuant to Exchange Act Rules 13a-15(e) and 15d-15(e). Based upon this evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of March 31, 2026.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting that occurred during the quarter ended March 31, 2026, which has materially affected, or are reasonably likely to affect, our internal control over financial reporting.
Limitations on the Effectiveness of Controls
Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives. Management does not expect, however, that our disclosure controls and procedures will prevent or detect all error and fraud. Any control system, no matter how well designed and operated, is based on certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
See Note 16 “Contingencies” to the unaudited condensed consolidated financial statements included herein for a description of legal proceedings, which is incorporated herein by reference.
Item 1A. Risk Factors
Our business, financial condition or results of operations are subject to various risks and uncertainties, including those described in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K. These risks are not the only risks facing the Company, and additional risks and uncertainties not yet known or currently deemed to be immaterial could materially adversely affect our business, financial condition or future results.
There have been no material changes from the risk factor information disclosed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K.
48
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Recent Sales of Unregistered Securities
There were no unregistered sales of equity securities during the period covered by this report.
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 | 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 | ||||||||||
| January 1, 2026 to January 31, 2026 | 300,000 | $ | 15.15 | 300,000 | ||||||||||
| February 1, 2026 to February 28, 2026 | — | $ | — | — | ||||||||||
| March 1, 2026 to March 31, 2026 | 6,570 | $ | 13.98 | 6,570 | ||||||||||
| Total | 306,570 | $ | 95,355,964 | |||||||||||
The Company’s Share Repurchase Program, which was announced on November 10, 2025 and does not have a specific expiration date, authorizes repurchase of up to $100.0 million of its Ordinary shares in the aggregate through open-market transactions or other methods permitted under applicable securities laws. In the three months ended March 31, 2026, we completed the repurchase of 306,570 shares through open-market purchases.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
During the quarter ended March 31, 2026, no director or Section 16 officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” each defined in Item 408(a) of Regulation S-K.
49
Item 6. Exhibits
| 3 | ||||||||
| 31.1 | ** | |||||||
| 31.2 | ** | |||||||
| 32 | * | |||||||
| 101.INS | **† | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | ||||||
| 101.SCH | **† | Inline XBRL Schema Document | ||||||
| 101.CAL | **† | Inline XBRL Calculation Linkbase Document | ||||||
| 101.DEF | **† | Inline XBRL Definition Linkbase Document | ||||||
| 101.LAB | **† | Inline XBRL Label Linkbase Document | ||||||
| 101.PRE | **† | Inline XBRL Presentation Linkbase Document | ||||||
| 104 | **† | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | ||||||
* Furnished herewith.
** Filed herewith.
† Attached as Exhibit 101 to this report are the following formatted in Inline XBRL (Extensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025, (ii) Condensed Consolidated Statements of Operations for the three months ended March 31, 2026 and 2025, (iii) Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2026 and 2025, (iv) Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025, (v) Condensed Consolidated Statements of Stockholders' Equity for the three months ended March 31, 2026 and 2025 and (vi) Notes to Condensed Consolidated Financial Statements.
50
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: May 11, 2026 | DOLE PLC (Registrant) | ||||||||||
| By: /s/ Jacinta Devine | |||||||||||
| Name: Jacinta Devine | |||||||||||
| Chief Financial Officer | |||||||||||
| (Principal Financial Officer and Authorized Signatory) | |||||||||||
51
EXHIBIT 31.1
I, Rory Byrne, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Dole plc;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the period covered by the quarterly report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: May 11, 2026
/s/ Rory Byrne
Chief Executive Officer
EXHIBIT 31.2
I, Jacinta Devine, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Dole plc;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the period covered by the quarterly report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: May 11, 2026
/s/ Jacinta Devine
Chief Financial Officer
EXHIBIT 32
CERTIFICATIONS
PURSUANT TO 18 USC SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
We, Rory Byrne and Jacinta Devine, as Chief Executive Officer and Chief Financial Officer, respectively, of Dole plc (the “Company”), hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) the accompanying Quarterly Report on Form 10-Q of the Company for the period ended March 31, 2026, as filed with the U.S. Securities and Exchange Commission on the date hereof (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: May 11, 2026 | By: /s/ Rory Byrne | ||||||||||
| Name: Rory Byrne | |||||||||||
| Title: Chief Executive Officer | |||||||||||
Date: May 11, 2026 | By: /s/ Jacinta Devine | ||||||||||
| Name: Jacinta Devine | |||||||||||
| Title: Chief Financial Officer | |||||||||||