Dole plc 10-K

Item 8. Financial Statements and Supplementary Data Dole plc Index to the Consolidated Financial Statements Report s of Independent Registered Public Accounting Firm (PCAOB Auditor Firm ID 1116 ; KPMG ; Dublin, Ireland ) 61 Consolidated Balance Sheets as of December 31, 202 5 and December 31, 202 4 64 Consolidated Statements of Operations for the Years ended December 31, 202 5 , December 31, 202 4 and December 31, 202 3 65 Consolidated Statements of Comprehensive Income (Loss) for the Year s ended December 31, 202 5 , December 31, 202 4 and December 31, 202 3 66 Consolidated Statements of Cash Flows for the Years ended December 31, 202 5 , December 31, 202 4 and December 31, 202 3 67 Consolidated Statements of Stockholders’ Equity for the Years ended December 31, 202 5 , December 31, 202 4 and December 31, 202 3 68 Notes to the Consolidated Financial Statements 69 60 Table of Contents Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Directors Dole plc: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Dole plc and subsidiaries (‘the Company’) as of December 31, 2025, and 2024, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025 in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated March 2, 2026 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Impairment assessment of the Dole brand intangible asset and goodwill for the Fresh Fruit reporting unit As discussed in Notes 2 and 13 to the consolidated financial statements, the carrying amount of the Dole brand intangible asset and goodwill related to the Fresh Fruit reporting unit were $306,280 thousand and $257,275 thousand, respectively, as of December 31, 2025. The Company evaluates goodwill and other indefinite-lived intangible assets for impairment annually during the fourth quarter, or more frequently if an event occurs or circumstances change that would indicate that an impairment may exist. For the 2025 annual impairment assessment of the Dole brand intangible asset and each reporting unit with goodwill, the Company elected to perform the quantitative assessment with the assistance of a third-party specialist. We identified the evaluation of the impairment assessment of the Dole brand intangible asset and goodwill related to the Fresh Fruit reporting unit as a critical audit matter. Subjective auditor judgment and specialized skills and 61 Table of Contents knowledge were required in assessing the key assumptions used in the impairment assessment to estimate the fair values of the Dole Brand and Fresh Fruit reporting unit, specifically the discount rates, and the Dole brand royalty rate. Minor changes to these assumptions would have a significant effect on the estimated fair value. The following are the primary procedures we performed to address this critical audit matter: – We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s goodwill and intangible assets process, including controls related to the key assumptions. – We involved valuation professionals with specialized skills and knowledge, who assisted in: • evaluating the discount rates, by comparing them against ranges that were independently developed using publicly available market data for comparable entities, and • evaluating the royalty rate through the excess earnings approach, by assessing qualitative factors specific to Fresh Fruit reporting unit and the Dole brand, and by comparing it to market benchmarks and royalty rates for comparable brands. (signed) KPMG We have served as the Company’s auditor since 2006. Dublin, Ireland March 2, 2026 62 Table of Contents Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Directors Dole plc: Opinion on Internal Control Over Financial Reporting We have audited Dole plc (and subsidiaries’) (the Company) internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025, and 2024, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements), and our report dated March 2, 2026 expressed an unqualified opinion on those consolidated financial statements. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on internal control over financial reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. (signed) KPMG Dublin, Ireland March 2, 2026 63 Table of Contents DOLE PLC CONSOLIDATED BALANCE SHEETS December 31, 2025 December 31, 2024 ASSETS (U.S. Dollars and shares in thousands) Cash and cash equivalents $ 267,854 $ 330,017 Short-term investments 6,418 6,019 Trade receivables, net of allowances for credit losses of $ 20,558 and $ 19,493 , respectively 539,840 473,511 Grower advance receivables, net of allowances of $ 37,915 and $ 29,304 , respectively 143,426 104,956 Other receivables, net of allowances of $ 17,027 and $ 15,248 , respectively 121,355 125,951 Inventories, net of allowances of $ 3,659 and $ 4,178 , respectively 509,260 430,168 Prepaid expenses 70,007 68,918 Other current assets 17,891 15,111 Fresh Vegetables current assets held for sale — 281,990 Assets held for sale 75,689 1,419 Total current assets 1,751,740 1,838,060 Long-term investments 13,827 14,630 Investments in unconsolidated affiliates 142,082 129,322 Actively marketed property 53,231 45,778 Property, plant and equipment, net of accumulated depreciation of $ 619,706 and $ 502,062 , respectively 1,081,656 1,120,366 Operating lease right-of-use assets 371,366 341,722 Goodwill 434,345 429,590 DOLE ® brand 306,280 306,280 Other intangible assets, net of accumulated amortization of $ 133,022 and $ 118,956 , respectively 18,997 25,238 Other assets 133,931 112,893 Deferred tax assets, net 88,669 82,484 Total assets $ 4,396,124 $ 4,446,363 LIABILITIES AND EQUITY Accounts payable $ 712,483 $ 648,591 Income taxes payable 21,805 42,753 Accrued liabilities 517,989 443,145 Bank overdrafts 9,611 11,443 Current portion of long-term debt, net 57,668 80,097 Current maturities of operating leases 71,379 64,357 Payroll and other tax 36,320 28,056 Contingent consideration 3,252 3,399 Pension and postretirement benefits 18,699 18,491 Fresh Vegetables current liabilities held for sale — 214,387 Liabilities held for sale 14,047 — Dividends payable and other current liabilities 31,228 14,696 Total current liabilities 1,494,481 1,569,415 Long-term debt, net 799,814 866,075 Operating leases, less current maturities 306,566 280,896 Deferred tax liabilities, net 90,100 84,712 Income taxes payable, less current portion — 6,210 Contingent consideration, less current portion 500 4,007 Pension and postretirement benefits, less current portion 135,900 129,870 Other long-term liabilities 66,990 70,260 Total liabilities $ 2,894,351 $ 3,011,445 Contingencies (See Note 19) Redeemable noncontrolling interests 29,716 35,554 Stockholders’ equity: Common stock — $ 0.01 par value; 300,000 shares authorized and 95,163 and 95,041 shares outstanding as of December 31, 2025 and December 31, 2024, respectively 952 950 Additional paid-in capital 804,247 801,099 Retained earnings 676,371 657,430 Accumulated other comprehensive loss ( 117,467 ) ( 166,180 ) Total equity attributable to Dole plc 1,364,103 1,293,299 Equity attributable to noncontrolling interests 107,954 106,065 Total equity 1,472,057 1,399,364 Total liabilities, redeemable noncontrolling interests and equity $ 4,396,124 $ 4,446,363 See Notes to Consolidated Financial Statements 64 Table of Contents DOLE PLC CONSOLIDATED STATEMENTS OF OPERATIONS Year Ended December 31, 2025 December 31, 2024 December 31, 2023 (U.S. Dollars and shares in thousands, except per share amounts) Revenue, net $ 9,172,907 $ 8,475,343 $ 8,245,268 Cost of sales ( 8,458,599 ) ( 7,757,622 ) ( 7,551,098 ) Gross profit 714,308 717,721 694,170 Selling, marketing, general and administrative expenses ( 495,476 ) ( 474,058 ) ( 473,903 ) Gain on disposal of businesses 606 76,417 — Gain on asset sales 15,045 2,648 54,108 Impairment of goodwill — ( 36,684 ) — Impairment and asset write-downs of property, plant and equipment and lease assets ( 11,518 ) ( 5,480 ) ( 2,217 ) Operating income 222,965 280,564 272,158 Other (expense) income, net ( 1,574 ) 20,595 4,799 Interest income 13,373 10,745 10,083 Interest expense ( 66,541 ) ( 72,264 ) ( 81,113 ) Income from continuing operations before income taxes and equity earnings 168,223 239,640 205,927 Income tax expense ( 71,003 ) ( 75,649 ) ( 43,591 ) Equity method earnings 30,714 8,308 15,191 Income from continuing operations 127,934 172,299 177,527 Loss from discontinued operations, net of income taxes ( 45,959 ) ( 28,880 ) ( 21,818 ) Net income 81,975 143,419 155,709 Less: Net income attributable to noncontrolling interests ( 30,656 ) ( 17,906 ) ( 31,646 ) Net income attributable to Dole plc $ 51,319 $ 125,513 $ 124,063 Income (loss) per share - basic: Continuing operations $ 1.02 $ 1.63 $ 1.54 Discontinued operations ( 0.48 ) ( 0.31 ) ( 0.23 ) Net income per share attributable to Dole plc - basic $ 0.54 $ 1.32 $ 1.31 Income (loss) per share - diluted: Continuing operations $ 1.01 $ 1.62 $ 1.53 Discontinued operations ( 0.48 ) ( 0.30 ) ( 0.23 ) Net income per share attributable to Dole plc - diluted $ 0.53 $ 1.32 $ 1.30 Weighted-average shares: Basic 95,145 94,967 94,917 Diluted 95,902 95,471 95,118 See Notes to Consolidated Financial Statements 65 Table of Contents DOLE PLC CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Year Ended December 31, 2025 December 31, 2024 December 31, 2023 (U.S. Dollars in thousands) Net income $ 81,975 $ 143,419 $ 155,709 Other comprehensive income (loss), net of tax: Net unrealized loss on derivatives ( 20,279 ) ( 2,277 ) ( 16,014 ) Foreign currency translation adjustment 93,261 ( 48,822 ) 24,679 Change in pension and postretirement benefits ( 14,940 ) ( 11,599 ) ( 11,304 ) Total other comprehensive income (loss) 58,042 ( 62,698 ) ( 2,639 ) Comprehensive income 140,017 80,721 153,070 Less: Comprehensive income attributable to noncontrolling interests ( 39,985 ) ( 10,597 ) ( 35,666 ) Comprehensive income attributable to Dole plc $ 100,032 $ 70,124 $ 117,404 See Notes to Consolidated Financial Statements 66 Table of Contents DOLE PLC CONSOLIDATED STATEMENTS OF CASH FLOWS Year Ended December 31, 2025 December 31, 2024 December 31, 2023 Operating Activities (U.S. Dollars in thousands) Net income $ 81,975 $ 143,419 $ 155,709 Loss from discontinued operations, net of income taxes 45,959 28,880 21,818 Income from continuing operations 127,934 172,299 177,527 Adjustments to reconcile income from continuing operations to net cash provided by (used in) operating activities - continuing operations: Depreciation and amortization 112,661 98,818 104,168 Impairment of goodwill — 36,684 — Impairment and asset write-downs of property, plant and equipment and lease assets 11,518 5,480 2,217 Net gain on sale of assets ( 15,045 ) ( 2,648 ) ( 54,108 ) Net gain on sale of businesses ( 606 ) ( 76,417 ) — Net loss (gain) on financial instruments 20,308 ( 12,397 ) 2,004 Stock-based compensation expense 6,854 7,951 6,045 Equity method earnings ( 30,714 ) ( 8,308 ) ( 15,191 ) Amortization of debt discounts and debt issuance costs 4,127 7,746 6,390 Deferred tax expense (benefit) 12,975 ( 17,588 ) ( 12,600 ) Pension and other postretirement benefit plan expense 7,485 5,404 7,735 Dividends received from equity method investees 12,688 7,049 9,388 Gain on insurance proceeds ( 17,447 ) — — Other 363 ( 247 ) 47 Changes in operating assets and liabilities: Receivables, net of allowances ( 124,817 ) ( 20,603 ) 58,794 Inventories ( 67,998 ) ( 70,810 ) 20,688 Prepaids, other current assets and other assets 2,692 ( 281 ) ( 27,521 ) Accounts payable, accrued liabilities and other liabilities 60,228 130,589 13,022 Net cash provided by operating activities - continuing operations 123,206 262,721 298,605 Investing Activities Sales of assets 13,645 5,011 83,557 Capital expenditures ( 121,497 ) ( 82,435 ) ( 78,041 ) Proceeds from sale of businesses, net of transaction costs and cash transferred 68,621 117,935 — Insurance proceeds 19,606 527 1,054 Sales (purchases) of unconsolidated affiliates 3,152 ( 1,769 ) 1,013 Acquisitions, net of cash acquired ( 2,248 ) ( 926 ) ( 1,263 ) Other ( 276 ) ( 2,563 ) ( 1,096 ) Net cash (used in) provided by investing activities - continuing operations ( 18,997 ) 35,780 5,224 Financing Activities Proceeds from borrowings and overdrafts 1,838,112 1,517,106 1,407,970 Repayments on borrowings and overdrafts and payment of debt refinancing fees ( 1,926,927 ) ( 1,696,130 ) ( 1,576,111 ) Dividends paid to shareholders ( 31,568 ) ( 30,551 ) ( 30,373 ) Dividends paid to noncontrolling interests and other noncontrolling interest activity, net ( 28,076 ) ( 26,703 ) ( 29,822 ) Payments of contingent consideration ( 2,801 ) ( 1,567 ) ( 1,662 ) Net cash used in financing activities - continuing operations ( 151,260 ) ( 237,845 ) ( 229,998 ) Effect of foreign currency exchange rate changes on cash 17,724 ( 15,241 ) 5,448 Net cash (used in) provided by operating activities - discontinued operations ( 27,912 ) 22,592 ( 22,622 ) Net cash used in investing activities - discontinued operations ( 6,626 ) ( 13,293 ) ( 8,492 ) Cash (used in) provided by discontinued operations, net ( 34,538 ) 9,299 ( 31,114 ) (Decrease) increase in cash and cash equivalents ( 63,865 ) 54,714 48,165 Cash and cash equivalents at beginning of period, including discontinued operations 331,719 277,005 228,840 Cash and cash equivalents at end of period, including discontinued operations $ 267,854 $ 331,719 $ 277,005 Supplemental cash flow information: Income tax payments, including discontinued operations, net of refunds $ ( 100,100 ) $ ( 77,967 ) $ ( 63,969 ) Interest payments on borrowings $ ( 63,685 ) $ ( 67,397 ) $ ( 82,367 ) Non-cash Investing and Financing Activities: Accrued property, plant and equipment $ ( 2,724 ) $ ( 2,983 ) $ ( 1,465 ) See Notes to Consolidated Financial Statements 67 Table of Contents DOLE PLC CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY 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, 2022 $ 949 $ 795,063 $ 469,249 $ ( 104,133 ) $ 1,161,128 $ 125,546 $ 1,286,674 $ 32,311 Net income — — 124,063 — 124,063 28,826 152,889 2,792 Dividends declared — — ( 30,750 ) — ( 30,750 ) ( 24,565 ) ( 55,315 ) ( 3,957 ) Stock-based compensation — 5,729 — — 5,729 — 5,729 — Other noncontrolling interest activity, net — ( 903 ) — — ( 903 ) 3,268 2,365 — Other redeemable noncontrolling interest activity, net — ( 3,089 ) — — ( 3,089 ) — ( 3,089 ) 3,089 Other comprehensive (loss) income, net of tax — — — ( 6,658 ) ( 6,658 ) 4,069 ( 2,589 ) ( 50 ) Balance as of December 31, 2023 $ 949 $ 796,800 $ 562,562 $ ( 110,791 ) $ 1,249,520 $ 137,144 $ 1,386,664 $ 34,185 Net income — — 125,513 — 125,513 14,100 139,613 3,978 Dividends declared — — ( 30,645 ) — ( 30,645 ) ( 22,878 ) ( 53,523 ) ( 3,699 ) Stock-based compensation 1 5,568 — — 5,569 — 5,569 — Other noncontrolling interest activity, net — ( 373 ) — — ( 373 ) ( 981 ) ( 1,354 ) — Other redeemable noncontrolling interest activity, net — ( 896 ) — — ( 896 ) — ( 896 ) 896 Disposal of the Progressive Produce business — — — — — ( 13,817 ) ( 13,817 ) — Other comprehensive (loss) income, net of tax — — — ( 55,389 ) ( 55,389 ) ( 7,503 ) ( 62,892 ) 194 Balance as of December 31, 2024 $ 950 $ 801,099 $ 657,430 $ ( 166,180 ) $ 1,293,299 $ 106,065 $ 1,399,364 $ 35,554 Net income — — 51,319 — 51,319 23,883 75,202 6,854 Dividends declared — — ( 32,378 ) — ( 32,378 ) ( 23,078 ) ( 55,456 ) ( 4,998 ) Stock-based compensation 2 3,388 — — 3,390 — 3,390 — Other noncontrolling interest activity, net — ( 259 ) — — ( 259 ) ( 8,128 ) ( 8,387 ) ( 7,792 ) Other redeemable noncontrolling interest activity, net — 19 — — 19 — 19 ( 19 ) Other comprehensive income, net of tax — — — 48,713 48,713 9,212 57,925 117 Balance as of December 31, 2025 $ 952 $ 804,247 $ 676,371 $ ( 117,467 ) $ 1,364,103 $ 107,954 $ 1,472,057 $ 29,716 See Notes to Consolidated Financial Statements 68 Table of Contents DOLE PLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 — NATURE OF OPERATIONS Dole plc is e ngaged in the worldwide sourc ing, 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. Dole conducts operations throughout North America, Latin America, Europe, Asia, the Middle East and Africa (primarily in South Africa). As a result of its global operating and financing activities, Dole is exposed to certain risks, including fluctuations in commodity and fuel costs, interest rates and foreign currency exchange rates, as well as other environmental and business risks in sourcing and selling locations. On August 1, 2025, the Company entered into a definitive agreement with OG Holdco LLC, a Delaware limited liability company (“OG Holdco” or the “Buyer”), the parent company of organicgirl LLC, a portfolio company of Arable Capital Partners, LLC (“Arable”), pursuant to which Dole agreed to sell the fresh vegetables (“Fresh Vegetables”) division to OG Holdco (the “Vegetables Transaction”). On August 5, 2025, the Vegetables Transaction closed for an aggregate purchase price of approximately $ 140.0 million. Certain assets and liabilities of the Fresh Vegetables division were excluded from the Vegetables Transaction (“excluded assets and liabilities”). As a result of the Company’s exit of the Fresh Vegetables division (the “Vegetables exit process”), the Fresh Vegetables division’s results are reported separately as discontinued operations, net of income taxes, in the consolidated statements of operations for all periods presented and its assets and liabilities are separately presented in the consolidated balance sheets as assets and liabilities held for sale as of December 31, 2024. Additionally, its cash flows have been separately stated as discontinued operations in the consolidated statements of cash flows for all periods presented. The excluded assets and liabilities of the Vegetables Transaction have been reclassified as continuing operations in the consolidated balance sheets for all periods presented as they no longer meet held-for-sale criteria. See Note 4 “Acquisitions and Divestitures” for additional detail. NOTE 2 — BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The financial statements herein are prepared in conformity with generally accepted accounting principles in the U.S. (“U.S. GAAP”). In the opinion of management, the 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 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. 69 Table of Contents Summary of Significant Accounting Policies Revenue Recognition: Revenue is recognized when a performance obligation is satisfied as control of a good or service is transferred to a customer in the amount expected to be entitled at transfer. For each customer contract, the performance obligations are identified, the transaction price is allocated to the individual performance obligations, and revenue is recognized when these performance obligations are fulfilled and control of the good or service is transferred to the customer. The transfer of control of a good or service to customers is generally based on written sales terms that allow customers right of return when the good or service does not meet certain quality factors. 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. Additionally, the Company has certain marketing contracts where Dole is the principal, and the related product revenue and cost of sales are reported on a gross basis. Product revenue is recognized at a point in time when control of the goods has been transferred to the customer, which can be upon shipping or delivery, depending on the terms of sale. 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 revenue was less than 10% of total revenue for the years ended December 31, 2025, December 31, 2024 and December 31, 2023. See Note 5 “Revenue” for additional detail of the Company’s revenue by product and channel. Dole’s incremental costs of obtaining a contract have primarily consisted of sales commissions, and the Company has elected the practical expedient to expense these costs that are related to contracts that are less than one year. These costs are included in selling, marketing and general and administrative expenses in the consolidated statements of operations. If these costs relate to contracts that are greater than one year, the incremental costs are capitalized as a contract asset and amortized over the period from which the contract is obtained until the performance obligations are met. Dole’s contracts are generally less than one year, and incremental costs of obtaining a contract are not material. The Company treats shipping and handling costs that occur after the customer obtains control of the good as a fulfillment cost rather than a service performance obligation. Additionally, Dole has elected the practical expedient to exclude sales tax and other taxes imposed by government authorities on revenue-producing transactions from the transaction price. The period between the transfer of a promised good or service to a customer and customer payment is expected to be less than one year and, as such, Dole has elected the practical expedient to not adjust the promised amount of consideration for the effects of a significant financing component. Revenue is recorded net of any sales allowances, sales promotions and sales incentives. Sales allowances are calculated based on historical claims information. Dole offers sales promotions and sales incentives to its customers. Sales promotions are temporary price reductions on third-party sales, and sales incentives include consumer coupons and discounts, volume and timing rebates and product placement fees. Estimated sales discounts are recorded in the period in which the related sale is recognized. Volume rebates are recognized in the period of sale as a reduction of revenue based on Dole’s estimate of sales volume over the term of the arrangement. All other sales incentives are estimated using both historical trends and current volumes and assumptions. The Company also enters cooperative advertising arrangements in which Dole refunds a retailer for a portion of the costs incurred to advertise Dole’s products. The value of these arrangements is treated as a reduction of revenue, unless the arrangement is in exchange for a distinct good or service, in which case, these amounts are recorded in selling, marketing and general and administrative expenses in the consolidated statements of operations. Adjustments to sales estimates are made periodically as new information becomes available and actual sales volumes become known. Adjustments to these estimates have historically not been significant to Dole. Cost of Sales: Cost of sales primarily consists of costs associated with the production or purchasing of inventory, packaging materials, labor, depreciation, overhead, transportation and other distribution costs. Cost of sales also includes recurring agricultural costs and shipping and handling costs, which are detailed below. 70 Table of Contents Agricultural Costs: Plant costs, including seeds, trees, vines and stems, and preproduction costs, including land preparation, pre-planting and planting costs, are generally capitalized into inventory and charged to cost of sales when the related crop is harvested and sold, with the exception of pineapples, in which the costs are generally expensed as incurred. Certain plant and preproduction costs are capitalized to property, plant and equipment, depending on the crop, and charged to cost of sales over their life. All land development costs, including farm and soil improvements, are capitalized to property, plant and equipment. The useful lives for plant, preproduction and land development costs capitalized to property, plant and equipment are 2 to 25 years and are based on historical yields, climate and weather conditions and likelihood of disease and pest interference. Recurring agricultural costs after the preproduction period, including ongoing pruning, fertilization, watering and farm labor, are generally capitalized into inventory and charged to cost of sales when the related crop is harvested and sold, with the exception of pineapples and bananas, in which the costs are expensed as incurred, due to the continuous nature of production and associated costs incurred throughout the year. Shipping and Handling Costs: Amounts billed to third-party customers for shipping and handling are included as a component of revenue. Shipping and handling costs incurred are included as a component of cost of sales and represent fulfillment costs incurred by Dole to ship products from the sourcing location to the end customer and are not considered separate performance obligations. Value-Added Taxes: Value-added taxes (“VAT”) that are collected from customers and remitted to taxing authorities are excluded from revenue and cost of sales. Receivables related to value-added taxes are included within other receivables, net, and other assets in the consolidated balance sheets, depending on the expected timing of collection. Payables related to VAT are included within payroll and other tax in the consolidated balance sheets. Marketing and Advertising Costs: Marketing and advertising costs, which include media, production and other promotional costs, are generally expensed in the period in which the marketing or advertising first takes place. Marketing and advertising costs, i ncluded in selling, marketing and general and administrative expenses in the consolidated statements of operations, a mounted to $ 20.1 million, $ 19.5 million and $ 17.9 million fo r the years ended December 31, 2025, December 31, 2024 and December 31, 2023, respectively. Research and Development Costs: Research and development costs are expensed as incurred and are included in cost of sales or selling, marketing and general and administrative expenses in the consolidated statements of operations, depending on the nature of the project. Research and development costs amounted to $ 9.2 million, $ 8.9 million and $ 9.0 million for the years ended December 31, 2025 and December 31, 2024 and December 31, 2023, respectively. Gain on Asset Sales: Gain on asset sales primarily consists of gains and losses incurred through the disposal of assets held for sale and actively marketed property and other property disposed in the ordinary course of business. See Note 11 “Assets Held For Sale and Actively Marketed Property” for additional detail. Gain on asset sales also includes gains or losses upon recognition of a sales-type lease. See Note 16 “Leases” for additional detail. Gain on Disposal of Businesses: Dole records and separately states the net gains and losses related to the disposal of businesses or subsidiaries. On February 27, 2024, Dole entered into a definitive agreement with PTF Holdings, LLC (“PTF Holdings”) pursuant to which Dole agreed to sell its 65 % stake in Progressive Produce (the “Progressive Produce business”) to PTF Holdings for gross proceeds of $ 120.3 million in cash (the “Progressive Transaction”). On March 13, 2024, Dole completed the Progressive Transaction. As a result of the sale, Dole recognized an initial gain on the sale of $ 75.9 million for the year ended December 31, 2024. During the year ended December 31, 2025, Dole recognized an incremental gain on the sale of $ 0.4 million related to amounts that were released from escrow. See Note 4 “Acquisition and Divestitures” for further detail on the disposal of the Progressive Produce business. Interest Income: Interest income primarily comprises interest earned from funds invested and other receivables, such as interest earned on grower advances, and is recognized using the effective interest method over the term of the underlying agreement. Interest Expense: Interest expense comprises interest on borrowings, amortization of discounts and issuance costs related to borrowings, interest on finance lease liabilities, fees for the sale of trade receivables under securitization arrangements, debt extinguishment costs and arrangement fees for borrowings. Non-capitalized debt extinguishment costs and arrangement fees for borrowings incurred as a result of debt refinancing are included in other (expense) income, net. 71 Table of Contents Income Taxes: Dole accounts for deferred taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statement carrying amount and the tax basis of assets and liabilities, using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in earnings in the period that includes the enactment date. A valuation allowance is provided to reduce deferred tax assets to the amount more likely than not to be realized. The Company recognizes the benefit of a tax position only to the extent that it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the consolidated financial statements. The amount of the benefit that is recognized is the largest amount that is greater than 50.0% likely of being realized upon settlement. Income tax expense or benefit includes the effects of any resulting unrecognized tax benefits that are considered appropriate, as well as related net interest and penalties. In respect to undistributed earnings for foreign subsidiaries where those earnings are considered to be either indefinitely reinvested or could be distributed tax free, no deferred tax liability has been provided thereon. The Company releases income tax effects from accumulated other comprehensive loss as individual items in accumulated other comprehensive loss are settled or otherwise disposed. Discontinued Operations : The disposal or held for sale designation of a component or a group of components is presented as discontinued operations when it represents a strategic shift that had, or will have, a major effect on Dole’s operations and financial results. A component of an entity comprises operations and cash flows that can be clearly distinguished both operationally and for financial reporting purposes. The Fresh Vegetables division first met the held-for-sale criteria in the three months ended March 31, 2023 and management determined that it would represent a strategic shift that would have a material effect on the Company’s operations and results. As such, the results of the Fresh Vegetables division have been classified as discontinued operations in the consolidated statements of operations for the periods presented, and its related assets and liabilities have been classified as held for sale in the consolidated balance sheets as of December 31, 2024. S ee further detail in Note 4 “Acquisitions and Divestitures”. Earnings (loss) per share: Basic earnings (loss) per share is calculated by dividing the net income or loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share is calculated by dividing the net income or loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding, after the adjustment for the effects of potentially issuable shares, such as restricted stock units (“RSUs”) and stock options with a dilutive effect. Operating and Reportable Segments: Operating segments, defined as components of the Company that engage in business activities from which they earn revenue and incur expenses, are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker (“CODM”). The CODM, who is responsible for assessing performance and allocating resources amongst operating segments, is defined as the Chief Executive Officer (“CEO”) and Chief Operating Officer (“COO”). Considering the exit from the Fresh Vegetables division, Dole has the following operating and reportable segments: Fresh Fruit, Diversified Fresh Produce – Europe, the Middle East and Africa (“Diversified Fresh Produce – EMEA”) and Diversified Fresh Produce – Americas and the Rest of the World (“Diversified Fresh Produce – Americas & ROW”). See further detail on operating and reportable segments in Note 6 “Segments”. Cash and Cash Equivalents: Cash and cash equivalents consist of cash on hand and highly liquid investments, primarily money market funds and time deposits, with original maturities of three months or less. Whenever outstanding checks exceed cash balances, the balance of the book overdraft is reclassified to accounts payable in the consolidated balance sheets, and changes in book overdraft balances are presented within operating activities within the consolidated statements of cash flows. Restricted cash was not material as of December 31, 2025 and December 31, 2024 and therefore are not separately stated in the consolidated balance sheets. 72 Table of Contents Short-Term and Long-Term Investments: Dole sponsors various non-qualified benefit and executive compensation plans, with plan assets held in Rabbi Trusts. Short-term investments include the portion of the Rabbi Trust securities portfolio that approximates the short-term liability of the frozen non-qualified Supplemental Executive Retirement Plan (“SERP”) defined benefit plan and the total liability of the non-qualified deferred compensation Excess Savings Plan (“ESP”). Long-term investments include the portion of the Rabbi Trust securities portfolio that will be used to fund a portion of the long-term liability of the SERP plan. Securities are recorded at fair value with realized and unrealized gains and losses included in earnings. Dole estimates the fair value of its investments using prices provided by its custodian. See Note 18 “Fair Value Measurements” for further detail on fair value disclosures. Trade Receivables: Trade receivables are recognized net of allowances, which approximates fair value. While in certain regions, the Company’s customer base consists of some large, key customers, credit risk related to trade receivables is mitigated due to the significant number of customers dispersed worldwide. To reduce credit risk, Dole performs periodic credit evaluations of its customers but does not generally require advance payments or collateral. Expected credit losses for newly recognized trade receivables, as well as changes to existing expected credit losses during the period, are recognized in selling, marketing, general and administrative expenses in the consolidated statements of operatio ns. Refer to Note 8 “Receivables and Allowances for Credit Losses” for further detail on how the Company estimates these credit losses. No individual customer accounted for more than 10.0% of Dole’s revenue during the years ended December 31, 2025, December 31, 2024 and December 31, 2023, nor accounted for greater than 10.0% of Dole’s account receivables as of December 31, 2025 and December 31, 2024. Dole regularly sells a portion of its trade receivables under arrangements with third-party financial institutions. The Company accounts for the transfers of trade receivables as sales when it has surrendered control, at which point the receivables are derecognized. Determining when control has transferred requires evaluation of the nature and extent of the Company’s involvement with the transferred receivables as well as consideration of certain legal and other factors. See Note 8 “Receivables and Allowances for Credit Losses” for further detail. Grower Advances: Dole makes advances to third-party growers for various production needs. Some of these advances are secured with crop harvests or other collateral owned by the growers. 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. Grower advances are disaggregated into short-term advances that mature in one year or less, which are included within grower advance receivables, net, in the consolidated balance sheets and long-term advances that are included in other assets in the consolidated balance sheets. See Note 8 “Receivables and Allowances for Credit Losses” for further detail on grower advances. Other Receivables: Other receivables consists primarily of receivables from governmental institutions, hedging receivables and miscellaneous non-trade receivables from customers, suppliers, and other third parties. These receivables are recorded net of allowances established based on specific account data and factors such as historical losses, current economic conditions, age of receivables, the value of any collateral and payment status compared to payment terms. Receivables are written off against the allowance once management determines the receivable is uncollectible. See Note 8 “Receivables and Allowances for Credit Losses” for further detail on other receivables. Concentration of Credit Risk: Financial instruments that potentially subject Dole to a concentration of credit risk principally consist of cash equivalents, investments, derivative contracts and grower advances. Credit risk related to trade receivables is mitigated through the Company’s significant customer base and periodic credit valuations. Dole’s cash and investments are maintained with high quality financial institutions. Dole’s derivative contracts, which are discussed in greater detail below, are with major financial institutions. Dole’s grower advances are principally with farming enterprises and may be secured by the underlying crop harvests or other collateral. 73 Table of Contents Inventories: 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. Due to the nature of the Company’s inventory, such as quick inventory turnover rates, reserves for excess production and obsolescence are not significant. Details of inventory in the consolidated balance sheets as of December 31, 2025 and December 31, 2024 were as follows: December 31, 2025 December 31, 2024 (U.S. Dollars in thousands) Finished products $ 346,131 $ 295,729 Raw materials, work in progress, and packaging materials 92,208 62,380 Crop growing costs 42,105 29,420 Agricultural and other operating supplies 28,816 42,639 Inventories, net of allowances $ 509,260 $ 430,168 Physical goods that have completed production and are held for sale in the ordinary course of business are classified as finished products. Inventories classified as raw materials represent goods that will be consumed in production, such as fresh fruit or vegetables to be modified from their original form and those awaiting packaging. Goods that are in the course of production are classified as work in progress. Packaging materials represent items such as consumer packing, labels and pallets utilized directly in the production process. Inventories classified as crop growing costs include costs incurred up to the time crops are produced in commercial quan tities. In additi on, agricultural and other operating supplies that are consumed indirectly in production, such as ripening agents, fertilizer and fuel, are also capitalized into inventory. Assets Held for Sale and Actively Marketed Property: Dole reports a business or assets as held for sale when management has approved or received approval to sell the business or assets and is committed to a formal plan, the business or assets are available for immediate sale, the business or assets are being actively marketed, the sale is anticipated to occur during the ensuing year and the other specified criteria for held for sale classification are met. In certain situations when timing of the sale of land is uncertain and held-for-sale criteria are not met, Dole classifies such assets as actively marketed property. A business or assets classified as held for sale or land classified as actively marketed property are recorded at the lower of their carrying amount or estimated fair value less cost to sell. If their carrying amount exceeds their estimated fair value, a loss is recognized. Depreciation is not recorded on assets classified as held for sale or on land improvements associated with actively marketed property. Assets and liabilities related to a business classified as held for sale and actively marketed property are segregated in the consolidated balance sheets, and major classes are separately disclosed in the notes to the consolidated financial statements, commencing in the period in which the business or assets are classified as held for sale or actively marketed. See Note 11 “Assets Held For Sale and Actively Marketed Property” for additional detail. Investments in Unconsolidated Affiliates: Investments in unconsolidated affiliates and joint ventures with ownership by Dole of 20.0% to 50.0% are recorded using the equity method, provided Dole has the ability to exercise significant influence. In addition, entities in which the Company has variable interests are also recorded using the equity method when it is determined that the Company is not the primary beneficiary in the relationship but has the ability to exercise significant influence. Under the equity method of accounting, a share of earnings and losses based on Dole’s ownership percentage in the investment is recorded in earnings each period. All material equity method investments have the same fiscal year-end as Dole. Where appropriate, the accounting policies of equity method investments have been adjusted to ensure consistency with the policies adopted by Dole. All other unconsolidated investments where we do not have the ability to exercise significant influence are recorded at cost less impairment, adjusted for any observable price changes, as their fair value is not readily determinable. As of December 31, 2025 and December 31, 2024, substantially all of Dole’s investments in unconsolidated affiliates have been accounted for under the equity method. 74 Table of Contents Dole evaluates its equity method investments and investments held at cost for impairment when facts and circumstances indicate that the carrying value of such investments may not be recoverable. Dole reviews several factors to determine whether the loss is other than temporary, such as the length and extent of the fair value decline, the financial condition and near-term prospects of the investee and whether Dole has the intent to sell or will be required to sell before the investment’s anticipated recovery. If a decline in fair value is determined to be other than temporary, an impairment charge is recorded in equity method earnings (loss) in the consolidated statements of operations. See Note 22 “Investments in Unconsolidated Affiliates” for additional detail on the Company’s unconsolidated investments. Property, Plant and Equipment: Property, plant and equipment is stated at cost plus any asset retirement costs, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of these assets. Dole reviews long-lived assets to be held and used for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset group may not be recoverable. If an evaluation of recoverability is required, the estimated undiscounted future cash flows directly associated with the asset are compared to the asset’s carrying amount. If this comparison indicates that there is an impairment, the amount of the impairment is calculated by comparing the carrying value to discounted expected future cash flows or comparable market values, depending on the nature of the asset group. In the case that an asset is reclassified from held for sale to held for use due to a change in plan of sale, an impairment is calculated to record the asset at the lower of carrying amount (adjusted for depreciation had these assets been continuously classified as held and used) and fair value. Routine maintenance and repairs are expensed as incurred. Dry-Docking Costs: Dole incurs costs for planned major maintenance activities related to its vessels during regularly scheduled dry dockings that occur approximately every 2 to 7 years, depending on the age of the vessel. Costs incurred during the dry-docking period, such as overhaul costs, are capitalized and amortized to the next overhaul. Routine repairs and maintenance related to vessels are expensed as incurred and included in cost of sales in the consolidated statements of operations. Amortization costs related to dry-docking are also included in cost of sales in the consolidated statements of operations. See Note 12 “Property, Plant and Equipment” for additional detail on the major classes of property, plant and equipment and their respective useful lives. Leases: Dole leases fixed assets for use in operations where leasing offers advantages of operating flexibility and is less expensive than alternative types of funding. Dole’s leases are evaluated at inception and any subsequent modification and, depending on the lease terms, are classified as either finance or operating leases. For leases with terms greater than one year, the Company recognizes a related asset (“right-of-use asset” or “lease asset”) and obligation (“lease liability”) on the lease commencement date, calculated as the present value of lease payments over the lease term. Right-of-use assets represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease. Dole’s leases may include rental escalation clauses, renewal options and termination options that are factored into the determination of lease payments and lease term when appropriate. Dole’s lease agreements do not contain any residual value guarantees. The majority of Dole’s leases are classified as operating leases. Dole’s principal operating leases have historically been for vessel containers that do not meet the finance lease criteria, ports, land, warehouse facilities, vehicles and machinery and equipment. Dole’s finance leases primarily have historically been for vessels, vessel containers and machinery and equipment that meet the finance lease criteria. Dole’s decision to exercise any renewal options is primarily dependent on the level of business conducted at the location and the profitability of the renewal. The Company has elected to account for lease and non-lease components as a single lease component in contracts where Dole is the lessee. When available, the rate implicit in the lease is used to discount lease payments to present value; however, most of Dole’s leases do not provide a readily determinable implicit rate. Therefore, the Company’s estimated incremental borrowing rate is used to discount the lease payments based on information available at lease commencement. When the Company acts as a lessor for contracts that contains a lease component, the Company allocates the consideration in the contract to each lease component on the basis of their relative standalone prices at inception or modification of the lease. Also, the Company determines whether each lease is classified as a sales-type, direct financing or an operating lease. Dole recognizes income earned from operating leases on a straight-line basis over the lease term as a part of other (expense), income, net, in the consolidated statements of operations. 75 Table of Contents Goodwill and Intangible Assets : Goodwill represents the excess cost of a business acquisition over the fair value of the net assets acquired, including the amount assigned to identifiable intangible assets. Dole tests goodwill for impairment at the reporting unit level annually on the first day of the fourth quarter of each fiscal year and when there is an indicator of impairment. Dole defines each of its operating business segments as reporting units. The reporting units with allocated goodwill include Fresh Fruit, Diversified Fresh Produce – EMEA, and Diversified Fresh Produce – Americas & ROW. Other indefinite-lived intangible assets are also reviewed for impairment annually on the first day of the fourth quarter of each fiscal year, or more frequently if impairment indicators arise. For the annual goodwill impairment test, management may assess qualitative factors to determine whether it is more likely than not that the fair value of each reporting unit with goodwill is less than its carrying amount. These qualitative factors include market and industry considerations, overall financial performance and other relevant events and factors affecting the reporting unit. If the results of the qualitative assessment indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, a quantitative assessment is required for that reporting unit. Alternatively, the Company may bypass the qualitative assessment and perform a quantitative assessment. In fiscal year 2025, Dole elected to bypass the qualitative test and performed a quantitative goodwill impairment assessment. The quantitative assessment involves comparing the fair value of each reporting unit with allocated goodwill to its carrying amount. If the carrying amount of a reporting unit exceeds it estimated fair value, an impairment of goodwill is recognized up to the amount of goodwill allocated to the reporting unit. Fair values for reporting units are generally determined using a discounted cash flow model involving market multiples or appraised values, if appropriate. The present value models involve inputs which are sensitive and judgmental in nature, such as estimates of future financial performance, long-term cash flow projections and discount rates. Dole’s other indefinite-lived intangible assets, primarily consisting of the DOLE® brand, are considered to have an indefinite life, because they are expected to generate cash flows indefinitely and, as such, are not amortized. The Company may perform a qualitative assessment for each indefinite-lived intangible asset to determine if it is more likely than not that the carrying amount of the asset exceeds its fair value, which would require a quantitative assessment. The quantitative test compares the fair value of the indefinite-lived intangible to its carrying amount. If the carrying amount exceeds fair value, an impairment loss is recognized. Dole may also elect to bypass the qualitative assessment and perform a quantitative assessment. In fiscal year 2025, Dole elected to bypass the qualitative assessment and perform a quantitative test for the DOLE® brand. Dole determined the fair value of the DOLE® brand by using a relief-from-royalty method, involving inputs such as projected revenue and long-term growth rates, royalty rates and discount rates. Dole’s definite-lived intangible assets include customer relationships, supplier relationships and local brands, that are initially recorded at fair value and amortized on a straight-line basis over 3 to 15 years. See Note 13 “Goodwill and Intangible Assets” for additional detail. Bank Overdrafts: The Company and its subsidiaries have a number of bank overdraft facilities which are primarily used to fund seasonal working capital requirements. The facilities contain covenants customary for unsecured facilities of this kind, including financial covenants on maximum leverage and minimum interest cover. Bank overdrafts are classified as a current liability in the consolidated balance sheets. See Note 14 “Debt” for additional detail. Debt: Debt is carried at the principal amount borrowed, including unamortized discounts and premiums and debt issuance costs, when applicable. Debt discounts and issuance costs are amortized over the term of the debt agreement using the effective interest method and are presented as a direct reduction of debt in the consolidated balance sheets, except for those issuance costs related to revolving credit facilities or line-of-credit arrangements which are amortized on a straight-line basis and presented as an other current asset or other asset, depending on maturity date, in the consolidated balance sheets. See Note 14 “Debt” for additional detail. 76 Table of Contents Derivative Financial Instruments: Dole holds derivative instruments to hedge against risks in foreign currency exchange, fuel costs and interest rates on long-term borrowings. Dole estimates the fair value of its derivatives, including any credit valuation adjustments, using market-based inputs. All realized gains and losses under designated cash flow hedges are included in earnings in the consolidated statements of operations, and unrealized gains and losses are included in other comprehensive income (loss). For all other hedges not designated as hedging instruments, all realized and unrealized gains and losses are recorded in the same line item within the consolidated statements of operations as the activity that is being hedged from a financial risk management perspective, with the exception of non-designated interest rate swaps which are insignificant. We also classify the cash flows from our cash flow hedges and fair value hedges in the same category as the items being hedged on our consolidated statements of cash flows. Fair Value Hedges: The Company enters into fair value hedges to hedge foreign currency exposure of certain non-functional currency denominated assets and liabilities. Dole enters into foreign currency forward contracts primarily to hedge the changes in fair value of certain intercompany loans and certain receivables and payables denominated in a foreign currency. Cash Flow Hedges: The Company enters into cash flow hedges to hedge against variability in certain expected future cash flows related to foreign currency exchange and interest rates on long-term borrowings. Dole enters into foreign currency exchange forward contracts and option contracts to hedge a portion of its forecasted revenue, cost of sales and operating expense. In order to mitigate interest rate uncertainty on long-term debt, Dole also enters into interest rate swap agreements. See Note 17 “Derivative Financial Instruments” for additional detail on derivative instruments. Fair Value of Financial Instruments: Dole’s financial instruments primarily comprise of cash and cash equivalents, short and long-term investments, short-term trade and grower receivables, trade payables and notes receivable, as well as long-term grower receivables, finance lease obligations, asset-based loans, contingent consideration and term loan facilities. The carrying amounts of short-term instruments, excluding Dole’s short-term Rabbi Trust investments that are recorded at fair value, approximate fair value because of their short maturity. Dole’s contingent consideration and long-term Rabbi Trust investments are recorded at fair value. Carrying amounts of other long-term financial instruments, excluding Dole’s term loans and certain loan receivables, approximate fair value, since the instruments bear interest at variable or fixed rates which approximate market rates. See Note 18 “Fair Value Measurements” for additional detail. Dole also holds retirement plan assets which are measured at fair value. Dole estimates the fair value of its retirement plan assets based on quoted market prices, dependent on availability. In instances where quoted market prices are not readily available, the fair value of the investment securities is estimated based on pricing models using observable or unobservable inputs. As a practical expedient, the Company uses net asset value (“NAV”) to measure certain investments without a readily determinable fair value within the Company’s pension asset portfolio. See Note 15 “Employee Benefit Plans” for additional detail. Foreign Currency Exchange: The functional currency of Dole is the U.S. dollar. For subsidiaries with transactions that are denominated in a currency other than the functional currency, the net foreign currency exchange transaction gains or losses resulting from the remeasurement of monetary assets and liabilities to the functional currency are included in the consolidated statements of operati ons. Transaction gains and losses were not material in the years ende d December 31, 2025, December 31, 2024 and December 31, 2023. Net foreign currency exchange gains or losses resulting from the translation of assets and liabilities of foreign subsidiaries whose functional currency is not the U.S. Dollar are recorded as a part of the cumulative translation adjustment in stockholders’ equity. Pension and Postretirement Benefits : Dole sponsors several defined benefit pension plans and other postretirement benefit (“OPRB”) plans covering certain eligible employees. The funded status of these plans is recorded on the consolidated balance sheets, with overfunded plans presented in other assets and underfunded plans presented in pension and postretirement benefit liabilities. Net benefit obligations of underfunded plans that are due over the next year are presented as current liabilities. Actuarial assumptions including discount rates, salary increases, expected return on plan assets, mortality and other factors are used to measure the funded status and annual expense of the plans. Obligations and any assets associated with pension and postretirement benefit plans are measured at fair value as of December 31 each year. See Note 15 “Employee Benefit Plans” for additional detail. Stock-Based Compensation : Stock-based compensation for Dole consists of RSUs and stock options. At their grant date, RSUs with only a service condition are valued using the current share price, RSUs with a market condition are valued using a Monte Carlo simulation approach and stock options are valued using the Black Scholes pricing model. Stock-based compensation expense is recognized over the requisite service period, which is the vesting period of each award. 77 Table of Contents Redeemable Noncontrolling Interest (“NCI”): If a put option is held by a NCI in a subsidiary undertaking, whereby the holder of the put option can require Dole to acquire the NCI's ownership in the subsidiary at a future date, the Company examines the nature of such a put option to determine whether the put option is a separate financial instrument to, or embedded within, the NCI. As the Company’s NCI containing put options have exercise prices based on future earnings of the related consolidated subsidiaries that are redeemable at the option of the holder and meet the criteria for mezzanine classification, they are classified as redeemable NCI as mezzanine equity in the consolidated balance sheets. The options do not contain a limit to the amount that the Company could be required to pay upon exercise by the holder, and the embedded put and call features do not meet the criteria for bifurcation. Both permanent and mezzanine-classified NCI are measured at fair value on the acquisition date. Each reporting period, net income and comprehensive income of a consolidated subsidiary is allocated to the controlling interest and NCI. When redemption of a mezzanine-classified NCI becomes probable, the NCI is accreted to its redemption value with the offset recorded to additional paid-in-capital in the consolidated statements of stockholders’ equity. These changes are accreted over the period prior to the earliest redemption date or recognized immediately. As of December 31, 2025, the $ 29.7 million of redeemable NCI in the consolidated balance sheets represents the carrying value of the redeemable NCI. The total gross redemption value of the instruments was $ 40.3 million, had the options been exercised as of December 31, 2025, payable over a maximum of four years. Guarantees: Dole makes guarantees as part of its normal business activities. Dole’s guarantees include guarantees of the indebtedness of some of its key fruit suppliers and other entities integral to Dole’s operations. Dole also issues bank guarantees as required by certain regulatory authorities, suppliers and other operating agreements, as well as to support the borrowings, leases and other obligations of its subsidiaries. The majority of Dole’s guarantees relate to guarantees of subsidiary obligations and are scoped out of the initial measurement and recognition accounting requirements related to guarantees. See Note 19 “Contingencies” for further detail on the Company’s guarantees. Business Combinations: Business combinations are accounted for using the acquisition method of accounting. Application of this method of accounting requires that (i) identifiable assets acquired (including identifiable intangible assets) and liabilities assumed generally be measured at fair value as of the acquisition date, and (ii) the excess of the purchase price over the net fair value of identifiable assets acquired and liabilities assumed be recognized as goodwill. Determining the fair value of assets acquired and liabilities assumed and the allocation of the purchase price requires management to use significant judgment and estimates, especially with respect to intangible assets. Estimates in valuing certain identifiable assets include, but are not limited to, the selection of valuation methodologies, estimates of future revenue and cash flows, expected long-term market growth, future expected operating expenses, costs of capital and appropriate discount rates. Management's estimates of fair value are based upon assumptions believed to be reasonable but which are inherently uncertain and unpredictable, and as a result, actual values may differ from these estimates. During the measurement period, certain adjustments may be recorded to the carrying fair value of the assets acquired and liabilities assumed with the corresponding offset to goodwill. After the measurement period, which could last up to one year after the transaction date, all adjustments are recorded in the consolidated statements of operations. The NCI in acquired businesses are measured at fair value at the date of acquisition and are separately presented within stockholders' equity, distinct from equity attributable to Dole. Each reporting period, net income (loss) and comprehensive income (loss) of consolidated subsidiaries in which NCI are held are attributed to that NCI based on their equity interest in each consolidated subsidiary. Contingent consideration is recognized and measured at fair value at the acquisition date. Any obligation of the Company to pay contingent consideration in connection with a business combination is classified as a liability as required by Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity ; otherwise, it is classified as equity. Post-combination accounting for contingent consideration is impacted by its initial classification. When it is classified as a liability, it is remeasured at each reporting date at fair value, and any changes in fair value are reported within earnings. When it is classified as equity, the contingent consideration is not subsequently remeasured, and its settlement is accounted for within equity. Dole’s contingent consideration represents the provision for the net present value of the amounts expected to be payable for acquisitions which are subject to earn-out arrangements and is expected to be paid between 2026 and 2027. 78 Table of Contents Contingencies: Estimated losses from contingencies are recognized at fair value if it is probable that an asset has been impaired or a liability has been incurred as of the date of the financial statements and the amount of that loss can be reasonably estimated. Gain contingencies are not recognized until realized. Judgment is used to assess whether a loss contingency is probable and estimable, and actual results may differ from that estimate. See Note 19 “ Contingencies” for further detail on the Company’s contingencies. NOTE 3 — NEW ACCOUNTING PRONOUNCEMENTS New Accounting Pronouncements Adopted ASU 2023-09 – Income Taxes (Topic 740): Improvements to Income Tax Disclosures In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which enhances certain income tax disclosure requirements, including additional disclosure related to the income tax rate reconciliation and income taxes paid. The amendments in this update are effective for annual periods beginning after December 15, 2024, with early adoption permitted. Dole adopted the updated disclosure guidance for the annual reporting period beginning January 1, 2025. The amendments in this update were applied prospectively. Refer to Note 9 “Income Taxes” for the Company’s income tax disclosures. 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 FASB issued 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. 79 Table of Contents 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. NOTE 4 — ACQUISITIONS AND DIVESTITURES Vegetables Exit Process On August 1, 2025, the Company entered into the Vegetables Transaction with OG Holdco, pursuant to which Dole agreed to sell the Fresh Vegetables division to OG Holdco for an aggregate purchase price of approximately $ 140.0 million comprising of approximately $ 90.0 million in cash and $ 50.0 million in the form of a non-contingent seller note (“seller note”) (collectively, the “Purchase Price”), and a $ 10.0 million potential earn-out payment (“earn-out”). The seller note accrues interest quarterly ( 5.0 % paid-in-kind) and the outstanding principal is due on December 31, 2030 with no prepayment penalty. The earn-out is contingent on the Fresh Vegetables division meeting certain return on investment (“ROI”) targets over a 4-year period beginning in fiscal year 2027. The cash portion of the Purchase Price is subject to customary adjustments for net working capital, cash and indebtedness. On August 5, 2025 (“closing date”), the Vegetables Transaction closed and the Company completed the Vegetables exit process. The carrying value of net assets and noncontrolling interests sold (the “disposal group”) of the Fresh Vegetables division amounted to $ 141.8 million, including cash of $ 28.0 million , comprising substantially all of the assets and liabilities of the former Fresh Vegetables reportable segment. Total estimated consideration of the Purchase Price (including estimates of net working capital, cash and indebtedness) and the earn-out was recorded at fair value of $ 144.2 million, of which $ 11.0 million was allocated to lease transactions for the right to use certain cooler facilities (“cooler facilities”) for up to five years which were excluded from the disposal group. The seller note was recorded at fair value by assessing the expected future cash flows and discounting to net present value. The Company performed a probability assessment of the likelihood of the disposal group meeting the established ROI targets based on historical performance and forecasted earnings to record the earn-out at fair value. The aggregate total estimated fair value of the seller note and earn-out was $ 40.0 million as of the closing date based on unobservable (Level 3) inputs. The Company recognized a pre-tax loss on the disposal of the Fresh Vegetables division of $ 14.7 million which includes $ 6.1 million of transaction costs. The pre-tax loss is included in loss from discontinued operations, net of tax, in the consolidated statements of operations for the year ended December 31, 2025. The total income tax impact of the Vegetables Transaction, including the release of deferred tax liabilities associated with the disposal group as a result of the Vegetables Transaction being structured as an asset sale, is a net income tax benefit of $ 3.5 million, included within the income tax benefit of discontinued operations in the year ended December 31, 2025. Total cash inflows from the Vegetables Transaction were $ 68.0 million, adjusted for estimated net working capital adjustments, indebtedness items and amounts held in escrow, and is also net of transaction costs paid. The net cash inflow is included in continuing operations proceeds from the sale of businesses in the consolidated statements of cash flows. The cooler facilities, along with certain leases, employee-related and legal liabilities, were excluded from the disposal group of the Vegetables Transaction. The cooler facilities are being leased back to the Buyer through the terms of the Vegetables Transaction. The excluded assets and liabilities have been reclassified as held and used in continuing operations in the consolidated balance sheets for all periods presented. The property, plant and equipment, net and operating lease right-of-use assets associated with the excluded assets and liabilities have been reclassified as held and used at the lower of carrying amount (adjusted for depreciation and amortization had these assets been continuously classified as held and used) and fair value, resulting in aggregate impairment charges of $ 8.2 million, included in impairment and asset write-downs of property, plant and equipment and lease assets in the consolidated statements of operations for the year ended December 31, 2025. 80 Table of Contents The Fresh Vegetables division first met the held-for-sale criteria in the three months ended March 31, 2023 and the Company determined that it would represent a strategic shift that would have a material effect on the Company’s operations and results. As such, the results of the Fresh Vegetables division have been classified as discontinued operations in the consolidated statements of operations for the periods presented, and its related assets and liabilities have been classified as held for sale in the consolidated balance sheets as of March 31, 2023 and onwards. As a result, depreciation on property, plant and equipment and amortization on operating lease right-of-use assets have ceased as of March 31, 2023. The total amount of depreciation and amortization not recorded from March 31, 2023 to closing date was $103.6 million. In accordance with held for sale disposal group measurement guidance, an after-tax cumulative loss of $ 123.5 million (gross cumulative loss of $ 165.8 million less a deferred tax credit of $ 42.3 million) has been recorded prior to the closing date to adjust the carrying amount of the Fresh Vegetables division to its estimated fair value, less costs to sell. The after-tax impact of this loss in the year ended December 31, 2025 was $ 45.3 million (gross loss of $ 60.9 million net of a deferred tax credit of $ 15.5 million). The estimated fair value was based on ongoing negotiations with potential market participants and therefore utilizes unobservable (Level 3) inputs. Dole does not anticipate having significant continuing involvement with the Fresh Vegetables division with the exception of limited transition services arrangements that are not expected to be material to Dole’s continuing operations. Any subsequent transactions with the Buyer will be at arms-length terms. The following tables present the results of the Fresh Vegetables division as reported in (loss) income from discontinued operations, net of income taxes, in the consolidated statements of operations and the carrying value of assets and liabilities as presented within discontinued operations assets and liabilities held for sale in the consolidated balance sheets. Year Ended December 31, 2025 4 December 31, 2024 December 31, 2023 (U.S. Dollars in thousands) Revenues, net $ 575,855 $ 1,110,324 $ 1,143,239 Cost of sales ( 534,490 ) ( 1,002,783 ) ( 1,102,761 ) Gross profit (loss) 41,365 107,541 40,478 Selling, marketing, general and administrative expenses ( 27,090 ) ( 46,220 ) ( 45,872 ) Transaction costs ( 279 ) ( 3,000 ) ( 11,491 ) (Loss) gain on asset sales, net of asset write-downs of property, plant and equipment 31 ( 520 ) 50 Operating income (loss) from discontinued operations 14,027 57,801 ( 16,835 ) Other income, net 228 902 821 Net interest expense 1 74 ( 1,578 ) ( 6,284 ) Income (loss) from discontinued operations before income taxes 14,329 57,125 ( 22,298 ) Loss on disposal of business and classification as held for sale before income taxes 2 ( 75,622 ) ( 104,886 ) — Total loss from discontinued operations before income taxes ( 61,293 ) ( 47,761 ) ( 22,298 ) Income tax benefit 3 15,415 19,053 452 Less: (Income) loss from discontinued operations attributable to noncontrolling interests ( 81 ) ( 172 ) 28 Loss from discontinued operations, net of income taxes $ ( 45,959 ) $ ( 28,880 ) $ ( 21,818 ) 1 Net interest expense presented within discontinued operations is net of interest income. 2 Loss on disposal of business and classification as held for sale before income taxes includes the loss on disposal of $ 14.7 million and the loss upon classification as held for sale of $ 60.9 million for the year ended December 31, 2025. 3 Income tax benefit for the year ended December 31, 2025 includes a net benefit (expense) of $ 3.5 million from the Transaction, comprised of a $ 7.1 million income tax expense related to the disposal and $ 10.6 million income tax benefit upon release of the deferred tax liabilities associated with the disposal group due to the Transaction being structured as an asset sale. 4 Represents results up to the closing date of the Fresh Vegetables transaction, including the financial effects of the Vegetables Transaction. 81 Table of Contents December 31, 2024 ASSETS Cash and cash equivalents $ 1,702 Current receivables, net 1 12,182 Inventories, net 32,181 Prepaid expenses and other current assets 3,942 Property, plant and equipment, net 210,235 Operating lease right-of-use assets 111,663 Other noncurrent assets 14,971 Loss recognized on classification as held for sale ( 104,886 ) Total Fresh Vegetables assets held for sale 281,990 Fresh Vegetables current assets held for sale 281,990 Fresh Vegetables non-current assets held for sale — Total Fresh Vegetables assets held for sale $ 281,990 LIABILITIES Accounts payable $ 61,641 Accrued and other current liabilities 69,057 Operating lease liabilities 69,020 Deferred tax liabilities, net 14,669 Other long-term liabilities — Total Fresh Vegetables liabilities held for sale 214,387 Fresh Vegetables current liabilities held for sale 214,387 Fresh Vegetables non-current liabilities held for sale — Total Fresh Vegetables liabilities held for sale $ 214,387 1 As of December 31, 2024, Fresh Vegetables sold its trade receivables under the facility with recourse provisions described in Note 8 “Receivables and Allowances for Credit Losses”, amounting to $ 62.2 million. Prior to the closing date, Fresh Vegetables’ position under the facility was settled and these receivables were included within the disposal group. Sale of Progressive Produce On February 27, 2024, Dole entered into the Progressive Transaction pursuant to which Dole agreed to sell its 65.0 % stake in the Progressive Produce business to PTF Holdings. The Progressive Produce business was reported within the Diversified Fresh Produce – Americas and ROW reportable segment. For the year ended December 31, 2024, Dole recognized net cash proceeds of $ 117.8 million and a gain on the sale of $ 75.9 million, included within gain on disposal of businesses in the consolidated statements of operations. The carrying amount of net assets sold amounted to $ 41.9 million, including allocated goodwill of $ 36.0 million. During the years ended December 31, 2024 and December 31, 2023, Progressive Produce comprised $ 77.9 million and $ 426.4 million, respectively of Dole’s consolidated net revenue. Associated transaction costs were not material. During the year ended December 31, 2025, Dole recognized an incremental gain on the sale of $ 0.4 million related to amounts that were released from escrow. 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. The Port Transaction is expected to close in 2026 at a net gain. 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. 82 Table of Contents 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. 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. Other acquisitions and divestitures of subsidiaries in the years ended December 31, 2025, December 31, 2024 and December 31, 2023 were not material. See Note 22 “Investments in Unconsolidated Affiliates” for additional detail on acquisitions and divestitures related to investments in unconsolidated affiliates. NOTE 5 — REVENUE The following table presents the Company's disaggregated revenue by similar types of products and services for the years ended December 31, 2025, December 31, 2024 and December 31, 2023: Year Ended December 31, 2025 December 31, 2024 December 31, 2023 (U.S. Dollars in thousands) Diversified produce $ 5,704,242 $ 5,227,569 $ 5,156,386 Tropical fruit 3,079,111 2,891,836 2,697,228 Health foods and consumer goods 161,810 144,049 137,000 Commercial cargo 188,642 177,909 184,944 Other 39,102 33,980 69,710 Total revenue, net $ 9,172,907 $ 8,475,343 $ 8,245,268 The following table presents the Company's disaggregated revenue by channel for the years ended December 31, 2025, December 31, 2024 and December 31, 2023: Year Ended December 31, 2025 December 31, 2024 December 31, 2023 Third party revenue: (U.S. Dollars in thousands) Retail $ 5,217,039 $ 4,728,488 $ 4,819,832 Wholesale 3,135,467 2,962,426 2,564,747 Food service 466,564 469,439 497,687 Commercial cargo 188,642 177,909 184,944 Other 15,049 10,685 50,416 Revenue from sales to unconsolidated affiliates 150,146 126,396 127,642 Total revenue, net $ 9,172,907 $ 8,475,343 $ 8,245,268 NOTE 6 — SEGMENTS Accounting for the exit from the Fresh Vegetables division, Dole has the following three reportable segments, which align with the manner in which the business is managed: 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, defined as the CEO and 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. 83 Table of Contents 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, e-commerce and food service 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 years ended December 31, 2025, December 31, 2024 and December 31, 2023 , included subtracting impairment charges on goodwill, adding or subtracting asset write-downs from extraordinary events, net of insurance proceeds, 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 classification losses on property, plant and equipment and lease assets, adding interest income on deferred transaction consideration, subtracting acquisition and transaction costs, subtracting restructuring charges and costs for legal matters not in the ordinary course of business, subtracting debt refinancing expenses and subtracting costs incurred for the cyber-related incident; and (8) the Company’s share of these items from equity method investments. 84 Table of Contents The following tables provide revenue, other segment items and Adjusted EBITDA by reportable segment: Year Ended December 31, 2025 December 31, 2024 December 31, 2023 Segment Revenue (U.S. Dollars in thousands) Fresh Fruit $ 3,615,127 $ 3,293,527 $ 3,135,866 Diversified Fresh Produce – EMEA 4,016,573 3,608,692 3,432,945 Diversified Fresh Produce – Americas & ROW 1,656,207 1,686,281 1,800,168 Total segment revenue 9,287,907 8,588,500 8,368,979 Intersegment revenue ( 115,000 ) ( 113,157 ) ( 123,711 ) Total consolidated revenue, net $ 9,172,907 $ 8,475,343 $ 8,245,268 Segment Adjusted EBITDA : 1 Fresh Fruit $ 189,842 $ 214,848 $ 208,930 Diversified Fresh Produce – EMEA 149,981 131,504 133,570 Diversified Fresh Produce – Americas & ROW 55,553 45,851 42,618 Adjustments: Income tax expense ( 71,003 ) ( 75,649 ) ( 43,591 ) Interest expense ( 66,541 ) ( 72,264 ) ( 81,113 ) Depreciation ( 105,559 ) ( 91,262 ) ( 93,970 ) Amortization of intangible assets ( 7,102 ) ( 7,556 ) ( 10,198 ) Mark to market gains (losses) ( 18,753 ) 10,139 ( 2,524 ) Gain on asset sales 12,254 125 52,495 Gain on disposal of businesses 606 76,417 — Cyber-related incident — — ( 5,321 ) Impairment of goodwill — ( 36,684 ) — Insurance proceeds, net of asset write-downs 16,812 2,878 ( 3,205 ) Impairment of property, plant and equipment and lease assets ( 10,611 ) ( 740 ) — Restructuring and costs for legal matters ( 3,786 ) ( 459 ) — Debt refinancing expenses ( 3,182 ) — — Other items ( 1,115 ) 7 287 Items in equity method earnings: Dole’s share of depreciation ( 7,911 ) ( 6,397 ) ( 7,224 ) Dole’s share of amortization ( 684 ) ( 2,201 ) ( 2,513 ) Dole’s share of income tax expense ( 6,993 ) ( 4,858 ) ( 5,826 ) Dole’s share of interest expense ( 4,673 ) ( 3,806 ) ( 5,348 ) Dole’s share of gain on disposal of businesses 11,176 — — Dole’s share of other items ( 377 ) ( 7,594 ) 460 Income from continuing operations 127,934 172,299 177,527 Loss from discontinued operations, net of income taxes ( 45,959 ) ( 28,880 ) ( 21,818 ) Net income $ 81,975 $ 143,419 $ 155,709 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 that are not extraordinary in nature; 5) other (expense) income, net, exclusive of debt refinancing expenses, acquisition and transaction costs and mark-to-market activity as defined above; 6) interest income, exclusive of interest income on deferred transaction 85 Table of Contents consideration; and 7) equity method earnings, exclusive of the Company’s share of depreciation, amortization, income taxes, interest 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 years ended December 31, 2025, December 31, 2024 and December 31, 2023, Fresh Fruit other segment items were $ 3.4 billion, $ 3.1 billion and $ 2.9 billion, respectively. In the years ended December 31, 2025, December 31, 2024 and December 31, 2023, Diversified Fresh Produce – EMEA other segment items were $ 3.9 billion, $ 3.5 billion and $ 3.3 billion, respectively. In the years ended December 31, 2025, December 31, 2024 and December 31, 2023, Diversified Fresh Produce – Americas & ROW other segment items were $ 1.6 billion, $ 1.6 billion and $ 1.8 billion, respectively. Country of Domicile and Geographic Disclosures The Company is headquartered and domiciled in Ireland. Revenue by geographic location based on the end customer for the years ended December 31, 2025, December 31, 2024 and December 31, 2023 was as follows: Year Ended December 31, 2025 December 31, 2024 December 31, 2023 (U.S. Dollars in thousands) United States $ 3,118,076 $ 2,948,843 $ 3,189,105 U.K. 1,037,963 938,389 858,652 Spain 783,179 686,951 659,072 Sweden 676,417 618,443 598,801 Ireland 476,245 474,745 445,395 Other 3,081,027 2,807,972 2,494,243 Total revenue, net $ 9,172,907 $ 8,475,343 $ 8,245,268 Long-lived assets are comprised of property, plant and equipment, net. Long-lived assets by geographic location as of December 31, 2025 and December 31, 2024 were as follows: December 31, 2025 December 31, 2024 (U.S. Dollars in thousands) Costa Rica $ 227,426 $ 238,845 Vessels and containers on-the-water or in-transit 224,485 241,713 Honduras 117,795 104,941 United States 117,345 134,460 Chile 103,928 108,159 Sweden 47,540 29,539 Ecuador 42,781 84,741 U.K. 42,302 41,562 Czech Republic 32,550 28,983 Spain 29,649 25,555 Ireland 23,763 20,800 Denmark 22,963 21,767 Other 49,129 39,301 Total long-lived assets $ 1,081,656 $ 1,120,366 86 Table of Contents NOTE 7 — OTHER (EXPENSE) INCOME, NET Included in other (expense) income, net, in Dole’s consolidated statements of operations were the follow ing items: Year Ended December 31, 2025 December 31, 2024 December 31, 2023 (U.S. Dollars in thousands) Rental income $ 6,539 $ 8,011 $ 8,633 Non-cash realized gain on foreign currency denominated borrowings 5,095 — — Unrealized (loss) gain on foreign currency denominated borrowings ( 26,495 ) 10,784 ( 5,467 ) Realized (loss) gain on fair value hedges ( 1,297 ) ( 116 ) 639 Unrealized gain (loss) on fair value hedges 521 ( 1,471 ) ( 843 ) Unrealized gain on interest rate swaps 271 — — Gain on investments 1,804 1,219 1,872 Non-service components of net periodic pension (cost) income ( 2,822 ) 428 ( 1,721 ) Gain on contingent consideration 1,601 152 91 Debt refinancing expenses ( 3,182 ) — — Insurance proceeds 15,837 — — Other 554 1,588 1,595 Other (expense) income, net $ ( 1,574 ) $ 20,595 $ 4,799 NOTE 8 — RECEIVABLES AND ALLOWANCES FOR CREDIT LOSSES Trade Receivables Trade receivables as of December 31, 2025 and December 31, 2024 were $ 539.8 million and $ 473.5 million, net of allowances for credit losses of $ 20.6 million and $ 19.5 million, respectively. Trade receivables are also recorded net of a llowances for sales deductions under the scope of 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. 87 Table of Contents A rollforward of the allowance for credit losses for trade receivables for the years ended December 31, 2025 and December 31, 2024 was as follows: Amount (U.S. Dollars in thousands) Balance as of December 31, 2023 $ ( 18,360 ) Net impact from acquisitions and divestitures 370 Additional provisions in the period ( 13,606 ) Recoveries of amounts previously reserved 8,975 Balance sheet write-offs 2,515 Balance sheet reclassifications ( 344 ) Foreign exchange impact 957 Balance as of December 31, 2024 ( 19,493 ) Additional provisions in the period ( 7,366 ) Recoveries of amounts previously reserved 4,703 Balance sheet write-offs 2,328 Balance sheet reclassifications 646 Foreign exchange impact ( 1,376 ) Balance as of December 31, 2025 $ ( 20,558 ) 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. In May 2025, the Company amended and extended its arrangement with Rabobank, which contains such recourse provisions, with the revised end date of May 7, 2028. Dole derecognizes all sold receivables from the consolidated balance sheets, as it accounts for the transfers as sales under ASC 860, Transfers and Servicing . Total facility amounts under these recourse trade receivable arrangements were $ 255.0 million as of December 31, 2025. Total facility amounts under other non-recourse trade receivables arrangements were $ 30.0 million as of December 31, 2025 and December 31, 2024. The facilities mature on May 7, 2028. For those arrangements with recourse provisions, a recourse liability is recorded at fair value and remeasured quarterly to take into account activity during the period, as well as changes in the estimate for anticipated credit losses. Changes in the recourse liability’s value attributable to revised estimates of anticipated credit losses have been and are expected to be immaterial, as the underlying receivables are short-term and do not have a high credit risk profile. The valuation of the recourse liability falls within Level 3 of the fair value hierarchy. 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. As of December 31, 2024, the Company had derecognized trade receivables under non-recourse facilities and facilities with recourse provisions of $ 21.4 million and $ 255.0 million, respectively. The carrying amount of the related recourse liability for the facilities with recourse provisions was $ 5.3 million and $ 3.3 million as of December 31, 2025 and December 31, 2024, respectively. This balance is recorded within accrued liabilities in the consolidated balance sheets. During the years ended December 31, 2025, December 31, 2024 and December 31, 2023, the Company sold a total of $ 3.5 billion, $ 3.2 billion and $ 3.9 billion, respectively, of trade accounts receivables under these programs in exchange for cash for the face value of the sold receivables. The fees associated with the sales of such receivables are recorded in interest expense in the consolidated statements of operations and were $ 13.2 million, $ 16.3 million and $ 14.6 million for the years ended December 31, 2025, December 31, 2024 and December 31, 2023. 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. 88 Table of Contents 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 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 one 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 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 December 31, 2025 and December 31, 2024 based on whether the advances are secured or unsecured: December 31, 2025 December 31, 2024 Short-Term Long-Term Short-Term Long-Term (U.S. Dollars in thousands) Secured gross advances to growers and suppliers $ 98,473 $ 18,501 $ 54,864 $ 22,762 Allowance for secured advances to growers and suppliers ( 17,413 ) ( 3,668 ) ( 13,217 ) ( 3,282 ) Unsecured gross advances to growers and suppliers 82,868 6,107 79,396 5,792 Allowance for unsecured advances to growers and suppliers ( 20,502 ) ( 4,679 ) ( 16,087 ) ( 4,463 ) Net advances to growers and suppliers $ 143,426 $ 16,261 $ 104,956 $ 20,809 Of the $ 159.7 million and $ 125.8 million of net advances to growers and suppliers as of December 31, 2025 and December 31, 2024, $ 9.3 million and $ 12.6 million was consi dered past due, respectively. A rollforward of the allowance for expected credit losses related to grower advances for the years ended December 31, 2025 and December 31, 2024 was as follows: Amount (U.S. Dollars in thousands) Balance as of December 31, 2023 ( 25,531 ) Net impact from acquisitions and divestitures 2,174 Additional provisions in the period ( 19,028 ) Recoveries of amounts previously reserved 4,766 Write-offs 39 Balance sheet reclassifications 452 Foreign exchange impact 79 Balance as of December 31, 2024 ( 37,049 ) Additional provisions in the period ( 11,295 ) Recoveries of amounts previously reserved 1,733 Write-offs 166 Balance sheet reclassifications 242 Foreign exchange impact ( 60 ) Balance as of December 31, 2025 $ ( 46,263 ) 89 Table of Contents 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 consolidated balance sheets. Other receivables primarily comprise VAT receivables, hedging 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. Other receivables as of December 31, 2025 and December 31, 2024 were $ 143.9 million and $ 143.6 million, net of allowances for credit losses of $ 21.7 million and $ 19.8 million, respectively. Of these amounts outstanding, VAT receivables represent $ 44.3 million and $ 39.6 million, net of allowances of $ 13.8 million and $ 13.9 million, respectively. VAT receivables are primarily related to purchases by production units and are refunded by certain taxing authorities. As of December 31, 2025 and December 31, 2024, the allowance related to non-trade receivables from customers, suppliers and other third parties was not material. NOTE 9 — INCOME TAXES The following table presents a reconciliation of the Irish federal statutory income tax rate of 12.5%, the trading income tax rate of the Company’s country of domicile, to the Company’s effective income tax rate for the year ended December 31, 2025. The reconciliation is disaggregated by nature of reconciling item and by jurisdiction, where applicable. Component Income from continuing operations before income taxes and equity earnings Tax Effect Rate Effect (U.S. Dollars in thousands) (U.S. Dollars in thousands) Ireland Statutory Rate 168,223 21,028 12.50 % Ireland Effect of cross border tax laws Pillar 2- income inclusion 3,356 2.00 % Nontaxable and nondeductible items ( 294 ) ( 0.17 ) % Income not subject to income tax due to tonnage tax ( 3,187 ) ( 1.89 ) % Change in valuation allowance 275 0.16 % Withholding taxes 745 0.44 % Other ( 20 ) ( 0.01 ) % Foreign tax effects: Bermuda Nondeductible expenses 1,996 1.19 % Other 26 0.02 % Chile Effect of rates different than statutory 3,449 2.05 % Change in valuation allowance 1,788 1.06 % Foreign currency remeasurement effects ( 3,171 ) ( 1.88 ) % Other 281 0.17 % Costa Rica Effect of rates different than statutory 3,355 1.99 % Foreign currency remeasurement effects ( 1,733 ) ( 1.03 ) % Branch profits tax 1,798 1.07 % Other ( 662 ) ( 0.39 ) % Ecuador Effect of rates different than statutory 2,103 1.25 % Other 271 0.16 % 90 Table of Contents Component Income from continuing operations before income taxes and equity earnings Tax Effect Rate Effect (U.S. Dollars in thousands) (U.S. Dollars in thousands) Spain Effect of rates different than statutory 4,067 2.42 % Other ( 828 ) ( 0.49 ) % U.K. Effect of rates different than statutory 1,658 0.99 % Other 812 0.48 % Honduras Losses with no tax benefit 4,808 2.86 % Nontaxable insurance proceeds ( 5,083 ) ( 3.02 ) % Nondeductible expenses 1,789 1.06 % Other 984 0.59 % Mexico Losses with no tax benefit 1,202 0.71 % Other ( 641 ) ( 0.38 ) % Sweden Effect of rates different than statutory 1,328 0.79 % Other 990 0.59 % U.S. State and local income taxes 1,905 1.13 % Effect of rates different than statutory U.S. branches ( 2,632 ) ( 1.56 ) % Subpart F income net of foreign tax credit 1,526 0.91 % Base erosion tax 2,262 1.34 % Change in valuation allowance 19,179 11.40 % Other 1,436 0.85 % Canada 2,691 1.60 % Germany 2,642 1.57 % Other foreign jurisdiction 3,925 2.33 % Worldwide changes in unrecognized tax benefits ( 4,421 ) ( 2.63 ) % $ 168,223 $ 71,003 42.21 % 91 Table of Contents The differences between the reported income tax expense (benefit) and income tax expense (benefit) computed at the Irish statutory income tax rate of 12.5 %, the trading income tax rate of the Company’s country of domicile, for the years ended December 31, 2024 and December 31, 2023, are explained in the following reconciliation: Year Ended December 31, 2024 December 31, 2023 Expense (benefit) computed at the Irish statutory rate of 12.5% $ 29,955 $ 25,741 Effects of: Foreign income taxed at different rates 35,969 26,471 Nondeductible goodwill impairment 4,526 — Foreign currency remeasurement effects ( 2,512 ) ( 7,632 ) Change in valuation allowances ( 7,961 ) ( 15,366 ) Expenses not deductible for income tax purposes 7,289 3,393 Income not taxable ( 1,179 ) ( 1,962 ) Interest expense not deductible for income tax purposes 830 — Changes in unrecognized tax benefits, net of indirect effects 5,123 ( 2,349 ) Changes in estimates made in respect of prior periods 3,609 15,307 Other items — ( 12 ) Income tax expense (benefit) 75,649 43,591 The Company paid income taxes in the following jurisdictions for the year ended December 31, 2025: Year Ended December 31, 2025 (U.S. Dollars in thousands) Ireland $ 1,951 Foreign Costa Rica 7,144 Chile 8,476 Ecuador 8,225 Spain 7,866 U.S. - Federal 37,144 Other 29,294 Total foreign $ 98,149 Total $ 100,100 92 Table of Contents The Company is subject to income taxation in Ireland, the United States, state jurisdictions, and various foreign jurisdictions. The following table presents income tax expense (benefit) by selected jurisdiction for each of the years ended December 31, 2025, December 31, 2024 and December 31, 2023: Year Ended December 31, 2025 December 31, 2024 December 31, 2023 Current tax expense (benefit): (U.S. Dollars in thousands) Ireland $ 4,636 $ 657 $ ( 92 ) U.S. 10,691 25,847 18,884 Foreign - excluding the U.S. and Ireland 42,701 66,733 37,399 58,028 93,237 56,191 Deferred tax expense (benefit): Ireland ( 1,565 ) 163 ( 235 ) U.S. 11,879 ( 5,916 ) ( 4,562 ) Foreign - excluding the U.S. and Ireland 2,661 ( 11,835 ) ( 7,803 ) 12,975 ( 17,588 ) ( 12,600 ) $ 71,003 $ 75,649 $ 43,591 Income (loss) from continuing operations before income taxes and equity earnings consisted of the following: Year Ended December 31, 2025 December 31, 2024 December 31, 2023 (U.S. Dollars in thousands) Ireland $ 23,526 $ 120 $ ( 13,119 ) U.S. ( 4,393 ) 37,856 41,798 Foreign - excluding the U.S. and Ireland 149,090 201,664 177,248 $ 168,223 $ 239,640 $ 205,927 Deferred tax expense (benefit) expense recognized directly in other comprehensive income (loss) and equity method earnings was as follows: Year Ended December 31, 2025 December 31, 2024 December 31, 2023 (U.S. Dollars in thousands) Pension and postretirement benefits $ ( 2,450 ) $ ( 4,527 ) $ ( 3,549 ) Derivatives ( 6,892 ) ( 578 ) ( 5,213 ) Equity method — — 138 Total deferred tax (benefit) recognized in other comprehensive income (loss) and equity method earnings $ ( 9,342 ) $ ( 5,105 ) $ ( 8,624 ) 93 Table of Contents The following table provides details of the principal components of our deferred tax assets and liabilities as of December 31, 2025 and December 31, 2024: December 31, 2025 December 31, 2024 Deferred tax assets: (U.S. Dollars in thousands) Other intangible assets $ 476 $ 1,154 Property, plant and equipment 38,077 37,652 Operating lease liabilities 28,283 47,586 Accounts payable and accrued liabilities 37,511 30,503 Pension and postretirement benefits 27,344 27,222 Operating loss carry-forwards 131,222 121,788 Tax credit carry-forwards 2,387 1,904 Investments in unconsolidated affiliates 1,074 980 Other 23,770 18,817 Total deferred tax assets 290,144 287,606 Valuation allowances ( 89,133 ) ( 64,424 ) Offset against deferred tax liabilities ( 112,342 ) ( 140,698 ) Total deferred tax assets, net $ 88,669 $ 82,484 Deferred tax liabilities: Other intangible assets $ 5,264 $ 7,382 DOLE® brand 76,570 76,570 Property, plant and equipment 76,238 80,737 Operating lease right-of-use assets 27,909 46,997 Accounts payable and accrued liabilities 7,869 4,294 Pension and postretirement benefits 6,569 5,923 Investments in unconsolidated affiliates 202 152 Other 1,821 3,355 Total deferred tax liabilities 202,442 225,410 Offset against deferred tax assets ( 112,342 ) ( 140,698 ) Total deferred tax liabilities, net $ 90,100 $ 84,712 As of December 31, 2025, Dole had approximately $ 1.1 billion of operating loss carryforwards expiring as follows: Ireland U.S. Foreign (excluding U.S. and Ireland) Total (U.S. Dollars in thousands) 2025 $ — $ 10,299 $ 10 $ 10,309 2026 — 18,782 — 18,782 2027 — 23,907 150 24,057 2028 — 28,854 6,504 35,358 2029 — 20,897 2,728 23,625 2030-2045 — 491,713 6,144 497,857 Indefinite 45,224 327,608 140,637 513,469 Total $ 45,224 $ 922,060 $ 156,173 $ 1,123,457 As of December 31, 2025, U.S. state tax credit carryforwards of $ 0.3 million include $ 0.3 million which will expire between 2026 and 2029. In addition, Dole has $ 2.1 million of U.S. federal foreign tax credit carryforwards. If unused, $ 0.7 million will expire in 2029, $ 0.3 million will expire in 2032, $ 0.1 million will expire in 2033, $0.4 million will expire in 2034 and $ 0.6 million will expire in 2035. 94 Table of Contents The following table presents the movement in the valuation allowance for the years ended December 31, 2025, December 31, 2024 and December 31, 2023: Amount (U.S. Dollars in thousands) Balance as of December 31, 2022 $ 90,945 Increase recognized in the income statement 8,036 Decrease recognized in the income statement ( 23,402 ) Translation adjustments ( 117 ) Balance as of December 31, 2023 75,462 Increase recognized in the income statement 1,156 Decrease recognized in the income statement ( 9,117 ) Translation adjustments ( 3,077 ) Balance as of December 31, 2024 64,424 Increase recognized in the income statement 25,077 Current Year Reclass from Discontinued Operations 4,065 Decrease recognized in the income statement ( 5,157 ) Translation adjustments 724 Balance as of December 31, 2025 $ 89,133 The valuation allowance increased by $ 24.7 million in the year ended December 31, 2025 and decreased by $ 11.0 million in the year ended December 31, 2024, and $15.5 million in the year ended year ended December 31, 2023. The 2025 increase includes a net increase of $ 19.9 million recognized in the consolidated statements of operations, a $4.1 million increase from discontinued operations and $ 0.7 million increase of exchange rate translation adjustments. Dole is an Irish holding company that operates a significant number of foreign subsidiaries. As of December 31, 2025, the Company had not recognized a deferred tax liability on approximately $ 719.7 million of undistributed earnings for certain foreign subsidiaries, because these earnings are intended to be indefinitely reinvested. If such earnings were distributed, some countries may impose additional taxes. The unrecognized deferred tax liability (the amount payable if distributed) is approximately $ 75.1 million. Dole recognizes deferred tax assets on potential foreign tax credits expected to be generated by the repatriation of undistributed earnings only when the repatriation has occurred or is apparent to occur in the foreseeable future. A reconciliation of the beginning and ending amount of unrecognized tax benefits (excluding interest and penalties) is as follows : Amount (U.S. Dollars in thousands) Balance as of December 31, 2022 $ 10,733 Decreases due to lapse of statute of limitations ( 2,952 ) Translation adjustments 212 Balance as of December 31, 2023 7,993 Increases due to tax positions taken in the current year 5,488 Decreases due to lapse of statute of limitations ( 2,992 ) Translation adjustments ( 267 ) Balance as of December 31, 2024 10,222 Decreases due to settlements ( 124 ) Decreases due to tax positions taken in the current year ( 360 ) Decreases due to lapse of statute of limitations ( 3,170 ) Translation adjustments 349 Balance as of December 31, 2025 $ 6,917 95 Table of Contents The total of unrecognized tax benefits was $ 6.9 million and $ 10.2 million as of December 31, 2025 and December 31, 2024, respectively. If recognized, it is estimated that Dole’s effective tax rate would be affected by additional income tax benefit of $ 6.9 million and $ 8.9 million as of December 31, 2025 and December 31, 2024, respectively. The Company recognizes interest and penalties related to income taxes within income tax expense in the income statement. Dole recognized a benefit of $ 2.4 million for interest and penalties for the year ended December 31, 2025, an expense of $ 1.6 million for the year ended December 31, 2024 and a benefit of $ 0.4 million for the years ended December 31, 2023. A liability was recognized for accrued interest and penalties of $ 3.1 million and $ 5.5 million as of December 31, 2025 and December 31, 2024, respectively. The tax years 2021 to 2024 remain subject to examination by taxing authorities in the United States. The tax years 2020 to 2024 remain subject to examination by taxing authorities in the U.K. The tax years 2020 to 2024 remain subject to examination by taxing authorities in Ireland, Costa Rica, Ecuador, Germany and Guatemala. The tax years 2019 to 2024 remain subject to examination by taxing authorities in Sweden and Denmark. NOTE 10 — DETAILS OF ACCRUED LIABILITIES Included in accrued liabilities in Dole’s consolidated balances sheets were the following items: December 31, 2025 December 31, 2024 (U.S. Dollars in thousands) Amounts due to growers $ 208,819 $ 197,745 Employee-related costs and benefits 117,367 109,564 Sales, marketing and advertising 19,819 11,480 Shipping related costs 34,793 45,153 Materials and supplies 20,436 12,529 Accrued interest 2,277 3,520 Deferred income 49,394 2,166 Accrued capital expenditures 2,724 2,711 Professional services 8,310 7,371 Hedging liability 5,102 2,188 Recourse liability 5,275 3,104 Miscellaneous other accrued liabilities 43,673 45,614 Total accrued liabilities $ 517,989 $ 443,145 96 Table of Contents NOTE 11 — ASSETS HELD FOR SALE AND ACTIVELY MARKETED PROPERTY Dole continuously reviews its assets in order to identify those assets 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 which are classified as either held for sale or actively marketed property. The assets that have been identified are available for sale in their present condition and an active program is underway to sell the assets or properties. For property 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 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 2026, subject to customary closing conditions and regulatory approval in Ecuador. 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 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 year ended December 31, 2025, Dole approved and committed to sell land and buildings in the Diversified Fresh Produce – EMEA reportable segment and transferred the related assets with a net book value of $ 1.7 million to assets held for sale. In the year ended December 31, 2025, Dole sold buildings in the Diversified Fresh Produce – EMEA segment with a net book value of $ 0.9 million at a total gain of $ 0.1 million. Also, during the year ended December 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. During the year ended December 31, 2024, Dole approved and committed to selling equipment in Chile in the Diversified Fresh Produce – Americas & ROW reportable segment and Spain in the Diversified Fresh Produce – EMEA reportable segment and transferred the related assets with total net book values of $ 0.6 million and $ 0.1 million, respectively. In the year ended December 31, 2024, Dole sold assets in the Diversified Fresh Produce – EMEA reportable segment and Diversified Fresh Produce – Americas & ROW reportable segment, with a total net book value of $ 1.1 million, at a gain of $ 0.1 million. In the year ended December 31, 2023, Dole sold two vessels and properties in Latin in the Fresh Fruit reportable segment, three properties in the U.S. in the Diversified Fresh Produce – Americas & ROW reportable segment and assets in the U.S. that were excluded from the Vegetables exit process, with a total net book value of $ 10.0 million, at a total gain of $ 20.8 million. As of December 31, 2025 and December 31, 2024, total assets held for sale were $ 75.7 million and $ 1.4 million, respectively. A rollforward of assets held for sale for the years ended December 31, 2025 and December 31, 2024 in the consolidated balance sheets was as follows: Amount (U.S. Dollars in thousands) Balance as of December 31, 2023 $ 1,832 Additions 671 Sales ( 1,069 ) Foreign exchange impact ( 15 ) Balance as of December 31, 2024 1,419 Additions related to the Port disposal group 74,075 Other Additions 1,652 Sales ( 1,482 ) Foreign exchange impact 25 Balance as of December 31, 2025 $ 75,689 97 Table of Contents The major classes of assets related to the Port disposal group included in assets held for sale in the consolidated balance sheet as of December 31, 2025 and December 31, 2024 were as follows: December 31, 2025 December 31, 2024 (U.S. Dollars in thousands) Trade receivables, net of allowances for credit losses $ 11,075 $ — Other current assets 1,888 — Property, plant and equipment, net of accumulated depreciation 40,055 — Operating lease right-of-use assets 3,805 — Goodwill 16,000 — Other assets 1,252 — Total Assets Held for Sale $ 74,075 $ — For both the years ended December 31, 2025 and December 31, 2024, the remainder of other assets held for sale is comprised entirely of property, plant and equipment, net. Liabilities held for sale As of December 31, 2025, total liabilities held for sale were $14.0 million. There were no liabilities held for sale as of December 31, 2024. A rollforward of liabilities held for sale for the year ended December 31, 2025 in the consolidated balance sheets was as follows: Amount (U.S. Dollars in thousands) Balance as of December 31, 2024 $ — Additions related to the Port disposal group 14,047 Balance as of December 31, 2025 $ 14,047 The major classes of liabilities related to the Port disposal group included in liabilities held for sale in the consolidated balance sheets as of December 31, 2025 and December 31, 2024 were as follows: December 31, 2025 December 31, 2024 (U.S. Dollars in thousands) Accounts payable and accrued liabilities $ 5,585 $ — Operating lease liabilities 3,814 — Pension and postretirement benefits 4,648 — Total Liabilities Held for Sale $ 14,047 $ — There were no other liabilities held for sale. Actively marketed property As of December 31, 2025 and December 31, 2024, actively marketed property was $ 53.2 million and $ 45.8 million, respectively, and consisted entirely of land in Hawaii in the Fresh Fruit reportable segment. During the years ended December 31, 2025 and December 31, 2024, total reclassifications from land into actively marketed property were $ 10.5 million and $ 32.0 million respectively. In the year ended December 31, 2025, Dole sold actively marketed Hawaii land, as well as rights to wells and an easement, with a net book value of $ 0.8 million, at a total gain of $ 7.5 million. During the year ended, December 31, 2025, Dole also recognized a $ 2.3 million loss upon reclassification into actively marketed property to recognize land at estimated fair value, less costs to sell. In the year ended December 31, 2024, no actively marketed property was sold. In the year ended December 31, 2023, Dole sold actively marketed Hawaii land, with net book value of $ 17.2 million, at a total gain of $ 31.7 million. 98 Table of Contents A rollforward of actively marketed property for the years ended December 31, 2025 and December 31, 2024 in the consolidated balance sheets was as follows: . Amount (U.S. Dollars in thousands) Balance as of December 31, 2023 $ 13,781 Land additions from property, plant and equipment 31,997 Balance as of December 31, 2024 45,778 Land additions from property, plant and equipment 10,540 Loss on classification as actively marketed property ( 2,315 ) Land sales ( 772 ) Balance as of December 31, 2025 $ 53,231 NOTE 12 — PROPERTY, PLANT AND EQUIPMENT Major classes of property, plant and equipment were as follows: December 31, 2025 December 31, 2024 (U.S. Dollars in thousands) Land and land improvements $ 513,470 $ 524,205 Buildings and leasehold improvements 333,400 333,536 Machinery and equipment 387,102 339,594 Computer software 92,167 77,124 Vessels and containers 253,476 206,174 Machinery and equipment and vessel containers under finance leases 79,487 100,116 Construction in progress 42,260 41,679 Property, plant and equipment, gross 1,701,362 1,622,428 Accumulated depreciation ( 619,706 ) ( 502,062 ) Property, plant and equipment, net $ 1,081,656 $ 1,120,366 There is approximately $34.2 million of property, plant and equipment, net that was excluded from the Vegetables Transaction that are being leased to third parties. The amounts are primarily comprised of land and land improvements and buildings and leasehold improvements. Depreciation is computed using the straight-line method over the estimated useful lives of the assets as follows: Years Land improvements 1 to 25 Buildings and leasehold improvements* 2 to 40 Machinery and equipment 1 to 25 Computer software 1 to 7 Vessels and containers 1 to 30 Machinery and equipment and vessel containers under finance leases Shorter of lease term or useful life *Leasehold improvements are depreciated using the shorter of the useful life or life of the lease. Depreciation expense on property, plant and equipment totaled $ 105.6 million, $ 91.3 million and $ 94.0 million for the years ended December 31, 2025, December 31, 2024 and December 31, 2023, respectively. Interest expense capitalized into property, plant and equipment was not material for the years ended December 31, 2025, December 31, 2024 and December 31, 2023. 99 Table of Contents NOTE 13 — GOODWILL AND INTANGIBLE ASSETS The gross balance of goodwill was $ 499.6 million, with accumulated impairment losses of $ 49.3 million, as of December 31, 2025 and $ 477.4 million, with accumulated impairment losses of $ 47.8 million, as of December 31, 2024. A rollforward of goodwill by reportable segment for the years ended December 31, 2025 and December 31, 2024, was as follows: Fresh Fruit Diversified Fresh Produce - EMEA Diversified Fresh Produce - Americas & ROW Total (U.S. Dollars in thousands) Balance as of December 31, 2023 $ 273,275 $ 151,276 $ 88,761 $ 513,312 Acquisitions — 662 — 662 Disposals — — ( 35,956 ) ( 35,956 ) Impairment charge — — ( 36,684 ) ( 36,684 ) Foreign currency and other — ( 11,030 ) ( 714 ) ( 11,744 ) Balance as of December 31, 2024 273,275 140,908 15,407 429,590 Foreign currency and other — 20,346 409 20,755 Held for sale reclassification ( 16,000 ) — — ( 16,000 ) Balance as of December 31, 2025 $ 257,275 $ 161,254 $ 15,816 $ 434,345 Details of Dole’s intangible assets as of December 31, 2025 were as follows: Gross Carrying Amount Accumulated Amortization Net Carrying Amount (U.S. Dollars in thousands) DOLE® brand $ 306,280 $ — $ 306,280 Water rights 4,133 — 4,133 Supplier relationships 23,725 ( 21,847 ) 1,878 Customer relationships 116,830 ( 104,759 ) 12,071 Other 7,331 ( 6,416 ) 915 $ 458,299 $ ( 133,022 ) $ 325,277 Details of Dole’s intangible assets as of December 31, 2024 were as follows: Gross Carrying Amount Accumulated Amortization Net Carrying Amount (U.S. Dollars in thousands) DOLE® brand $ 306,280 $ — $ 306,280 Water rights 4,051 — 4,051 Supplier relationships 23,682 ( 20,172 ) 3,510 Customer relationships 109,775 ( 93,219 ) 16,556 Other 6,686 ( 5,565 ) 1,121 $ 450,474 $ ( 118,956 ) $ 331,518 100 Table of Contents A rollforward of intangible assets, excluding goodwill, for the years ended December 31, 2025 and December 31, 2024 was as follows: Amount (U.S. Dollars in thousands) Balance as of December 31, 2023 $ 347,512 Additions 414 Disposals ( 8,047 ) Amortization ( 7,556 ) Foreign exchange impact and other ( 805 ) Balance as of December 31, 2024 331,518 Additions 105 Amortization ( 7,102 ) Foreign exchange impact and other 756 Balance as of December 31, 2025 $ 325,277 Amortization expense for definite-lived intangible assets was $ 7.1 million, $ 7.6 million and $ 10.2 million for the years ended December 31, 2025, December 31, 2024 and December 31, 2023, respectively. As of December 31, 2025, the estimated amortization expense associated with Dole’s intangible assets for each of the next five fiscal years was as follows: Amount (U.S. Dollars in thousands) 2026 $ 5,692 2027 4,028 2028 3,848 2029 765 2030 247 Thereafter 356 Total $ 14,936 Dole evaluates goodwill and other indefinite-lived intangible assets for impairment annually during the fourth quarter, or more frequently if an event occurs or circumstances change that would indicate that an impairment may exist. During fiscal year 2025, the Company performed a quantitative assessment of goodwill and the DOLE® brand indefinite-lived intangible asset in conjunction with the annual impairment assessment. As of the October 1, 2025 testing date, one of Dole’s reporting units with allocated goodwill was considered at risk of future impairment. The fair value of the Fresh Fruit reporting unit was less than 1 % and above its carrying amounts.The fair value of the Diversified Fresh Produce – EMEA and Diversified Fresh Produce – Americas & ROW reporting units and the DOLE® brand were sufficiently above their carrying amounts. Unfavorable changes to key assumptions, market conditions, and macroeconomic circumstances could result in future impairment. On December 13, 2025, the Company entered into the Port Sale Transaction and the planned disposal of the Ecuadorian Port Business disposal group met the criteria for held for sale classification as of December 31, 2025. As a result of the reclassification, $ 16.0 million of goodwill was allocated to the Ecuadorian Port Business disposal group and was included within assets held for sale. The Company assessed qualitative factors to determine whether it was more likely than not that the fair value of the remaining Fresh Fruit reporting unit was less than its carrying value as of December 31, 2025. Qualitative factors considered included market conditions, overall financial performance and other relevant events and factors. Based on the qualitative impairment test performed as of December 31, 2025, the Company determined that there was no impairment to the goodwill allocated to the Fresh Fruit reporting unit. 101 Table of Contents On February 27, 2024, Dole entered into a definitive agreement with PTF Holdings to which Dole agreed to sell its 65.0 % stake in the Progressive Produce business to PTF Holdings for gross proceeds of $ 120.3 million in cash. On March 13, 2024, Dole completed the Progressive Transaction, and the Company concluded that the Progressive Transaction was a triggering event for the Diversified Fresh Produce – Americas & ROW reporting unit. As a result of the sale, $ 36.0 million of goodwill was allocated to the Progressive Produce business and was included within the carrying amount of the net assets sold. To determine the fair value of the remaining Diversified Fresh Produce – Americas & ROW reporting unit as of March 31, 2024, the Company utilized the income approach to estimate the reporting unit’s projected long-term performance. Level 3 inputs were utilized within the quantitative analysis. Based on the results of the analysis, the Company recorded a goodwill impairment charge of $ 36.7 million in March 2024. There was no impairment of goodwill or intangible assets recorded for the years ended December 31, 2023. NOTE 14 — DEBT Short-term borrowings, bank overdrafts and long-term debt consisted of the following: December 31, 2025 December 31, 2024 (U.S. Dollars in thousands) Corporate Revolving Credit Facility $ 67,827 $ 18,999 Term Loan Facilities 595,124 703,700 Vessel financing loans 45,363 60,068 Other long-term financing arrangements 54,500 64,201 Other revolving credit facilities, at a weighted average interest rate of 4.9 % as of December 31, 2025 ( 5.6 % as of December 31, 2024) 56,990 34,717 Bank overdrafts 9,611 11,443 Finance lease obligations, at a weighted average interest rate of 5.6 % as of December 31, 2025 ( 5.5 % as of December 31, 2024) 44,915 74,018 Total debt, gross 874,330 967,146 Unamortized debt discounts and debt issuance costs ( 7,237 ) ( 9,531 ) Total debt, net 867,093 957,615 Current maturities, net of unamortized debt discounts and debt issuance costs ( 57,668 ) ( 80,097 ) Bank overdrafts ( 9,611 ) ( 11,443 ) Long-term debt, net $ 799,814 $ 866,075 Term Loan and Revolving Credit Facility 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 new five-year U.S. dollar senior secured term loan A facility (“New 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 “New Senior Secured Facilities”). The proceeds of the Corporate Revolving Credit Facility and New 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”), including repayment of its previous Corporate Revolving Credit Facility of $ 175.9 million and previous Term Loan Facilities of $ 702.3 million and payment of fees and expenses in connection therewith. The Corporate Revolving Credit Facility and New 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 New 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. 102 Table of Contents Interest under the Corporate Revolving Credit Facility and New 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 % to 2.25 %, with a benchmark floor of 0.00 % or (ii) a base rate plus 0.00 % to 1.25 %, in each case, to be determined based on the Company’s total net leverage ratio. Interest under the Farm Credit Term Loan is payable at SOFR plus 1.75 % to 2.75 %, to be determined based on the Company’s total net leverage ratio. As discussed in Note 17 “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 a result of the Refinancing, the Company recognized a net expense of $ 3.2 million in the year ended December 31, 2025, which is included in other (expense) income, net, in the consolidated statements of operations. The components of the $ 3.2 million net expense were a $ 2.9 million write-off of previously capitalized fees and $ 1.3 million of new third-party fees, net of a $ 1.0 million unrealized gain upon hedge de-designation of certain interest rate swaps. As a result of the Refinancing, the Company capitalized new lender and third-party fees of approximately $ 5.3 million. As of December 31, 2025, amounts outstanding under 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 $ 4.4 million of related outstanding letters of credit, Dole had $ 527.8 million available for cash borrowings under the Revolving Credit Facility as of December 31, 2025. As of December 31, 2024, amounts outstanding under the previous Term Loan Facilities were $ 703.7 million, in the aggregate, and borrowings under the Corporate Revolving Credit Facility were $ 19.0 million. After taking into account $ 5.8 million of related outstanding letters of credit, Dole had $ 575.2 million available for cash borrowings under the Revolving Credit Facility as of December 31, 2024. 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. Vessel Financing Loans On December 11, 2015, Dole entered into three secured loan agreements (“first vessel facility”) of up to $ 111.0 million, in the aggregate, to finance a portion of the acquisition costs of three new vessels. The first vessel facility consists of three tranches, each tied to a specific vessel, which allowed the Company to borrow up to 70 %, or $ 37.0 million, of the contract cost of each vessel, collateralized by the completed vessel. Principal and interest payments are due quarterly in arrears for 48 consecutive installments. The first vessel facility bears interest at a rate per annum equal to SOFR plus a spread adjustment that varies from 0.11 % to 0.72 %, depending on the tenor of the borrowing, plus 2.00 % to 3.25 % and will mature on May 18, 2028. As of December 31, 2025 and December 31, 2024, Dole’s borrowings under the first vessel facility were $ 20.9 million and $ 30.1 million, respectively. On October 30, 2020, Dole entered into two additional secured loan agreements (“second vessel facility”) of $ 49.1 million, in the aggregate, to finance a portion of the acquisition costs of two new vessels, which were delivered in 2021. Each agreement was tied to a specific vessel which allowed Dole to borrow 60 %, or $ 24.5 million, of the contract cost of each vessel, collateralized by the completed vessel. On January 14, 2021 and April 7, 2021, the first and second loans were funded for $ 24.5 million each and mature on January 14, 2030 and April 7, 2030, respectively. The second vessel facility bears interest at a rate per annum equal to SOFR plus a spread adjustment of 0.10 %, plus 3.25 % and principal and interest payments are due semi-annually in arrears for 18 consecutive installments. As of December 31, 2025 and December 31, 2024, Dole’s borrowings under the second vessel facility were $ 24.5 million and $ 30.0 million, respectively. These facilities were repaid in full subsequent to year end. See Note 25 “Subsequent Events” for further details. Other Financing Arrangements Dole’s other financing arrangements consist of a number of loan agreements entered into to finance other capital expenditures and working capital requirements. On October 7, 2024, certain subsidiaries located in Honduras entered into a secured financing arrangement of $ 38.5 million in the aggregate. The arrangement provide for 10 year loans with principle and interest payments due monthly in arrears. The facilities bear interest at a fixed rate per annum equal to 8.90 % for the first year, and a variable rate of SOFR plus 3.50 % thereafter, with a floor rate of 8.00 % per annum. The arrangements will mature on September 30, 2034. As of December 31, 2025 and December 31, 2024 borrowings under the facility were $ 34.0 million and $ 37.9 million, respectively. 103 Table of Contents As of December 31, 2025 and December 31, 2024, the Company had $ 20.5 million and $ 26.3 million, respectively, of remaining other financing arrangements, none of which are individually significant. Other Credit Facilities In addition to amounts available under the Corporate Revolving Credit Facility, Dole’s subsidiaries had other lines of credit and bank overdraft facilities at various local banks of $ 313.0 million, of which $ 243.8 million was available for use as of December 31, 2025. As of December 31, 2024, there were lines of credit of $ 277.3 million, of which $ 228.5 million was available for use. These lines are primarily used to fund seasonal working capital requirements, short-term borrowings and bank guarantees. They consist of both secured and unsecured facilities, committed and uncommitted, and some are guaranteed by the Company and certain subsidiaries. The majority of Dole’s other lines of credit extend indefinitely but may be cancelled at any time by Dole or the banks, and if cancelled, any outstanding amounts would be due on demand. As of December 31, 2025 and December 31, 2024, total bank overdrafts were $ 9.6 million and $ 11.4 million, respectively, and other amounts outstanding under these lines were $ 66.6 million and $ 46.2 million, respectively. Finance Lease Obligations As of December 31, 2025 and December 31, 2024, Dole’s finance lease obligations of $ 44.9 million and $ 74.0 million, respectively, primarily relate to machinery and equipment and containers, which continue through 2033. Covenants and Restrictions The credit facilities require Dole to maintain compliance with a maximum leverage ratio of 4.00 to 1.00 as of the last day of any fiscal quarter of the company. As of December 31, 2025, Dole was in compliance with all applicable covenants. A breach of a covenant or other provision in any debt instrument governing Dole’s current or future indebtedness could result in a default under that instrument and, due to customary cross-default and cross-acceleration provisions, could result in a default under Dole’s other debt instruments. Upon the occurrence of an event of default under the credit facilities or other debt instruments, the lenders or holders of such debt could elect to declare all amounts outstanding to be immediately due and payable and terminate all commitments to extend further credit. If Dole were unable to repay those amounts, the lenders could proceed against the collateral granted to them, if any, to secure the indebtedness. If the lenders under Dole’s indebtedness were to accelerate the payment of the indebtedness, Dole cannot give assurance that its assets would be sufficiently liquid to repay in full its outstanding indebtedness on an accelerated basis. Debt Discounts and Debt Issuance Costs Debt discounts and issuance costs are amortized over the term of the debt agreement using the effective interest method. Debt discounts and issuance costs are presented as a direct reduction of debt in the consolidated balance sheets, except for those issuance costs related to revolving credit facilities and line-of-credit arrangements which are recorded as an other current asset or other asset in the consolidated balance sheets, depending on the maturity date. The amortization expense related to Dole’s deferred debt discounts and issuance costs is recorded as interest expense in the consolidated statements of operations. For the years ended December 31, 2025, December 31, 2024 and December 31, 2023, amortization expense related to deferred debt discounts and issuance costs was $ 4.1 million, $ 6.1 million and $ 5.8 million, respectively. 104 Table of Contents Maturities of Current and Long-Term Debt Stated maturities with respect to current and long-term debt, excluding finance lease obligations, as of December 31, 2025 were as follows: Amount (U.S. Dollars in thousands) 2026 $ 61,068 2027 31,718 2028 24,476 2029 61,490 2030 299,739 Thereafter 350,924 Total $ 829,415 For maturities of finance lease obligations, refer to Note 16 “Leases”. NOTE 15 — EMPLOYEE BENEFIT PLANS Dole sponsors a number of defined benefit pension plans covering certain employees worldwide. Benefits under these plans are generally based on each employee’s eligible compensation and years of service, except for certain plans covering union employees, which are based on negotiated benefits. In addition to pension plans, Dole also has OPRB plans that provide certain health care and life insurance benefits for eligible retired employees. The Company sponsors six funded defined benefit pension plans including a U.S. qualified plan and five plans outside of the U.S., two of which are based in Ireland, two are based in the U.K., and one is based in Canada. The Company also sponsors unfunded international pension plans (primarily in Latin America) and OPRB plans. The Company continues a strategy to de-risk its exposure to defined benefit schemes. Substantially all U.S. pension benefits were frozen on December 31, 2001. The plans in Ireland are closed to new entrants, and salaries for defined benefit purposes have been capped, with any salary increases above the cap eligible on a defined contribution basis since 2009. Starting in 2017, Enhanced Transfer Value (“ETV”) programs and buy-in contracts have been initiated for certain members of the Irish plans. Under ETV programs, accumulated accrued benefits for affected members were transferred from the Irish Plans which eliminated future accrual of benefits and entitled the members to receive a transfer value above the statutory minimum amount. Bulk annuity policies (buy-in contracts) were purchased from insurers that provide payments back to the pension scheme to cover the benefits for the affected members. Under the buy-in contracts, the responsibility to pay the pension obligations still rests with the plan and the obligation is still recorded by the Company. Both of the U.K. schemes are closed to new entrants and to new accruals. Dole’s SERP is a non-qualified benefit and executive compensation plan, and Dole’s ESP plan is a non-qualified deferred compensation plan. Both are funded through investments in Rabbi Trusts. See Note 18 “Fair Value Measurements” for additional detail on the measurement of these assets. Following a change of control event, Dole is obligated, under the provisions of the respective trust agreements, to contribute an amount sufficient to meet the ESP obligation for benefits earned through the change in control year and the ongoing value of the projected benefit obligation of the SERP. The assets held in the Rabbi Trusts are subject to the claims of Dole’s general unsecured creditors and are not included in plan assets. As of December 31, 2025, $ 6.4 million of the assets was classified as short-term and included in short-term investments in the consolidated balance sheets, and $ 13.8 million was classified as long-term and included in long-term investments in the consolidated balance sheets. As of December 31, 2024, $ 6.0 million was classified as short-term and $ 14.6 million was classified as long-term. 105 Table of Contents Obligations and Funded Status The funded status of Dole’s defined benefit pension plans was as follows: U.S. Pension Plans International Pension Plans OPRB Plans December 31, 2025 December 31, 2024 December 31, 2025 December 31, 2024 December 31, 2025 December 31, 2024 Change in projected benefit obligation: (U.S. Dollars in thousands) Benefit obligation at beginning of the year $ 168,666 $ 175,722 $ 230,047 $ 239,667 $ 12,989 $ 13,251 Service cost 186 205 4,477 5,627 — — Interest cost 7,845 8,395 12,704 11,773 705 714 Net actuarial loss (gain) 3,306 3,338 8,119 ( 1,856 ) ( 1,456 ) 1,944 Curtailments, settlements and terminations, net — — ( 5,730 ) ( 6,148 ) — — Employee contributions — — 196 117 — — Benefits paid ( 18,894 ) ( 18,994 ) ( 14,413 ) ( 12,066 ) ( 2,418 ) ( 2,920 ) Foreign exchange impact and other 1 — — 9,892 ( 7,067 ) — — Benefit obligation at end of the year $ 161,109 $ 168,666 $ 245,292 $ 230,047 $ 9,820 $ 12,989 Change in plan assets: Fair value of plan assets at beginning of the year $ 143,862 $ 149,246 $ 145,285 $ 157,168 $ — $ — Actual return on plan assets 10,037 9,612 1,665 ( 668 ) — — Company contributions 2,129 3,999 12,556 13,317 2,418 2,920 Employee contributions — — 196 117 — — Benefits paid ( 18,894 ) ( 18,995 ) ( 14,413 ) ( 12,066 ) ( 2,418 ) ( 2,920 ) Settlements and terminations, net — — ( 5,947 ) ( 6,148 ) — — Foreign exchange impact and other — — 14,860 ( 6,435 ) — — Fair value of plan assets at end of the year $ 137,134 $ 143,862 $ 154,202 $ 145,285 $ — $ — Funded status $ ( 23,975 ) $ ( 24,804 ) $ ( 91,090 ) $ ( 84,762 ) $ ( 9,820 ) $ ( 12,989 ) Amounts recognized in the consolidated balance sheets: Other assets $ — $ — $ 29,714 $ 25,806 $ — $ — Pension and postretirement benefits ( 2,087 ) ( 2,081 ) ( 14,579 ) ( 14,223 ) ( 2,033 ) ( 2,187 ) Pension and postretirement benefits, less current portion ( 21,888 ) ( 22,723 ) ( 106,225 ) ( 96,345 ) ( 7,787 ) ( 10,802 ) $ ( 23,975 ) $ ( 24,804 ) $ ( 91,090 ) $ ( 84,762 ) $ ( 9,820 ) $ ( 12,989 ) 1 Includes $4.6 million of benefit obligation related to the Port Sale Transaction, which has been classified as liabilities held for sale in the consolidated balance sheet as of December 31, 2025. Amounts included within accumulated other comprehensive loss (income), before tax, were as follows: U.S. Pension Plans International Pension Plans OPRB Plans Year Ended December 31, 2025 Year Ended December 31, 2024 Year Ended December 31, 2023 Year Ended December 31, 2025 Year Ended December 31, 2024 Year Ended December 31, 2023 Year Ended December 31, 2025 Year Ended December 31, 2024 Year Ended December 31, 2023 (U.S. Dollars in thousands) Net actuarial loss (gain) $ 34,583 $ 30,420 $ 24,638 $ 43,391 $ 29,139 $ 20,424 $ 1,111 $ 2,804 $ 924 Prior service benefit — — — ( 5,057 ) ( 5,725 ) ( 5,474 ) — — — Total $ 34,583 $ 30,420 $ 24,638 $ 38,334 $ 23,414 $ 14,950 $ 1,111 $ 2,804 $ 924 106 Table of Contents The aggregate projected benefit obligation, accumulated benefit obligation and fair value of plan assets of plans with accumulated benefit obligations in excess of plan assets were as follows: December 31, 2025 December 31, 2024 (U.S. Dollars in thousands) Projected benefit obligation $ 281,838 $ 279,260 Accumulated benefit obligation 257,584 257,869 Fair value of plan assets 137,135 143,863 The aggregate projected benefit obligation, accumulated benefit obligation and fair value of plan assets of plans with projected benefit obligations in excess of plan assets were as follows: December 31, 2025 December 31, 2024 (U.S. Dollars in thousands) Projected benefit obligation $ 291,658 $ 292,249 Accumulated benefit obligation 257,584 257,869 Fair value of plan assets 137,135 143,863 Components of Net Periodic Benefit Cost (Income) and Other Changes Recognized in Other Comprehensive Loss (Income) The components of net periodic benefit cost (income) and other changes recognized in other comprehensive loss (income) for Dole’s U.S. and international pension plans and OPRB plans were as follows: U.S. Pension Plans International Pension Plans OPRB Plans Year Ended December 31, 2025 Year Ended December 31, 2024 Year Ended December 31, 2023 Year Ended December 31, 2025 Year Ended December 31, 2024 Year Ended December 31, 2023 Year Ended December 31, 2025 Year Ended December 31, 2024 Year Ended December 31, 2023 (U.S. Dollars in thousands) Components of net periodic benefit cost (income): Service cost $ 186 $ 205 $ 214 $ 4,477 $ 5,627 $ 5,799 $ — $ — $ 1 Interest cost 7,845 8,395 8,923 12,704 11,773 11,730 705 714 693 Expected return on plan assets ( 10,822 ) ( 11,991 ) ( 13,226 ) ( 9,001 ) ( 8,275 ) ( 8,369 ) — — — Amortization of: Net (gain) loss ( 73 ) ( 65 ) ( 580 ) 29 ( 1,339 ) ( 2,151 ) 237 64 ( 309 ) Prior service benefit — — — ( 668 ) ( 638 ) ( 639 ) — — — Curtailments, settlements and terminations, net — — — 1,866 934 5,649 — — — Net periodic pension (income) cost $ ( 2,864 ) $ ( 3,456 ) $ ( 4,669 ) $ 9,407 $ 8,082 $ 12,019 $ 942 $ 778 $ 385 Other changes recognized in other comprehensive loss (income): Net loss (gain) $ 4,090 $ 5,717 $ 5,717 $ 14,281 $ 6,156 $ 3,394 $ ( 1,456 ) $ 1,944 $ 2,146 Prior service expense (benefit) — — — — — — — — — Amortization of: Net gain (loss) 73 65 580 ( 29 ) 1,339 2,151 ( 237 ) ( 64 ) 309 Prior service benefit — — — 668 638 639 — — — Foreign exchange impact and other — — — — 331 ( 129 ) — — — Income tax (benefit) expense ( 1,006 ) ( 1,634 ) ( 1,574 ) ( 1,827 ) ( 2,434 ) ( 1,307 ) 383 ( 459 ) ( 622 ) Total recognized in other comprehensive loss (income) $ 3,157 $ 4,148 $ 4,723 $ 13,093 $ 6,030 $ 4,748 $ ( 1,310 ) $ 1,421 $ 1,833 Total recognized in net periodic benefit cost and other comprehensive loss (income), net of income taxes $ 293 $ 692 $ 54 $ 22,500 $ 14,112 $ 16,767 $ ( 368 ) $ 2,199 $ 2,218 107 Table of Contents The Company classifies the non-service components of net periodic pension cost (income) within other (expense) income, net, in the 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. Assumptions Weighted average assumptions used to determine benefit obligations were as follows: U.S. Pension Plans International Pension Plans OPRB Plans Year Ended December 31, 2025 Year Ended December 31, 2024 Year Ended December 31, 2025 Year Ended December 31, 2024 Year Ended December 31, 2025 Year Ended December 31, 2024 Discount rate 4.96 % 5.14 % 5.71 % 5.66 % 6.03 % 6.03 % Rate of compensation increase 3.00 % 3.00 % 3.41 % 3.37 % — — Rate of increase in pensions — — 1.87 % 2.00 % — — Weighted average assumptions used to determine net periodic benefit cost were as follows: U.S. Pension Plans International Pension Plans OPRB Plans Year Ended December 31, 2025 Year Ended December 31, 2024 Year Ended December 31, 2023 Year Ended December 31, 2025 Year Ended December 31, 2024 Year Ended December 31, 2023 Year Ended December 31, 2025 Year Ended December 31, 2024 Year Ended December 31, 2023 Discount rate 5.14 % 5.10 % 5.31 % 5.66 % 5.06 % 5.26 % 6.03 % 5.88 % 5.79 % Rate of compensation increase 3.00 % 3.00 % 3.00 % 3.37 % 3.17 % 3.03 % — — — Rate of increase in pensions — — — 2.00 % 2.15 % 2.07 % — — — Rate of return on plan assets 6.70 % 6.70 % 6.80 % 4.82 % 4.38 % 4.36 % — — — International plan discount rates and assumed rates of increase in future compensation differ from the assumptions used for U.S. plans due to differences in the local economic conditions in the countries in which the international plans are based. No rate of compensation increase is shown for U.S. plans, because benefits under the U.S. plans are frozen, except for a group of employees whose benefits are negotiated under collective bargaining agreements. The assumption for the rate of compensation increase for these employees reflects the rate negotiated in those bargaining agreements. The accumulated pension benefit obligation for Dole’s OPRB plans was determined using the following assumed annual rate of increase in the per capita cost of covered health care benefits: 2025 2024 Health care costs trend rate assumed for next year 6.76 % 7.23 % Rate of increase to which the cost of benefits is assumed to decline (the ultimate trend rate) 4.49 % 4.50 % Year that the rate reaches the ultimate trend rate 2035 2035 Plan Assets The following is the target asset mix for Dole’s pension plans, which management believes provides the optimal trade-off of diversification and long-term asset growth: Target Allocation Fixed income securities 50 % Equity securities 15 % Other 35 % Total 100 % 108 Table of Contents Dole’s pension plan weighted average asset allocation by asset category was as follows: 1 Year Ended December 31, 2025 December 31, 2024 Fixed income securities 50 % 43 % Equity securities 15 % 17 % Other 35 % 40 % Total 100 % 100 % 1 Certain investments are in funds measured at net asset value as presented in the fair value table below. The plans’ asset allocation includes a mix of fixed income and other investments designed to reduce volatility and equity investments designed to maintain funding ratios and long-term financial health of the plan. The equity investments are diversified across U.S. and international stocks as well as growth, value and small and large capitalization. Dole employs a total return investment approach whereby a mix of fixed income, equity and other investments is used to maximize the long-term return of plan assets with a prudent level of risk. The objectives of this strategy are to achieve full funding of the accumulated benefit obligation and to achieve investment experience over time that will minimize pension expense volatility and minimize Dole’s contributions required to maintain full funding status. Risk tolerance is established through careful consideration of plan liabilities, plan funded status and corporate financial condition. Investment risk is measured and monitored on an ongoing basis through annual liability measurements, periodic asset/liability studies and quarterly investment portfolio reviews. Dole determines the expected return on pension plan assets based on an expectation of average annual returns over an extended period of years. Dole also considers the weighted-average historical rate of returns on investments with similar characteristics to those in which Dole’s pension assets are invested. Fair Value of Retirement Plan Assets Dole estimates the fair value of its retirement plan assets based on current quoted market prices. In instances where quoted market prices are not readily available, the fair value of the investments is estimated by the trustee. In obtaining such data from the trustee, Dole has evaluated the methodologies used to develop the estimate of fair value in order to assess whether such valuations are representative of fair value, including net asset value. Fair values for Level 1 investments are determined based on quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities. For Level 2 investments, the fair values are determined using observable prices that are based on inputs not quoted on active markets but corroborated by market data. There were no identified Level 3 investments as of December 31, 2025 and December 31, 2024. The carrying value and estimated fair values of Dole’s retirement plan assets are summarized below: Fair Value Measurements as of December 31, 2025 Using Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total (U.S. Dollars in thousands) Cash and cash equivalents $ 14,867 $ — $ — $ 14,867 Fixed-income securities 51,614 75,587 — 127,201 Insurance contracts — 29,741 — 29,741 Equity securities 25,747 15,399 — 41,146 Other — 6,253 — 6,253 Investments measured at fair value 92,228 126,980 — 219,208 Investments measured at net asset value 72,128 Total plan assets at fair value $ 92,228 $ 126,980 $ — $ 291,336 109 Table of Contents Fair Value Measurements as of December 31, 2024 Using Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total (U.S. Dollars in thousands) Cash and cash equivalents $ 10,518 $ — $ — $ 10,518 Fixed-income securities 25,213 100,188 — 125,401 Insurance contracts — 29,834 — 29,834 Equity securities 29,271 15,673 — 44,944 Other 955 12,940 — 13,895 Investments measured at fair value 65,957 158,635 — 224,592 Investments measured at net asset value 64,555 Total plan assets at fair value $ 65,957 $ 158,635 $ — $ 289,147 Plan Contributions and Estimated Future Benefit Payments During the year ended December 31, 2025, Dole did not make any contributions to its qualified U.S. pension plan. Future contributions to the U.S. pension plan in excess of the minimum funding requirement are voluntary and may change depending on Dole’s operating performance or at management’s discretion. Contributions and benefits paid directly by Dole related to its other U.S. and international pension and OPRB plans totaled $ 15.9 million during the year ended December 31, 2025. Dole expects to make $ 2.8 million of contributions and $ 20.3 million of direct benefit payments related to its pension and OPRB plans in fiscal year 2026. The following table presents estimated future benefit payments: U.S. Pension Plans International Pension Plans OPRB Plans (U.S. Dollars in thousands) 2026 $ 18,658 $ 23,589 $ 2,033 2027 17,781 17,413 1,833 2028 16,938 16,983 1,548 2029 16,036 19,275 1,380 2030 15,068 16,176 1,248 Thereafter 61,834 89,073 4,410 Total $ 146,315 $ 182,509 $ 12,452 Defined Contribution Plans and Other Arrangements Dole offers defined contribution plans to eligible employees. Such employees may defer a percentage of their annual compensation in accordance with plan guidelines. Some of these plans provide for a company match that is subject to a maximum contribution as defined by the plan. Dole’s contributions to its defined contribution plans totaled $ 17.1 million, $ 19.0 million and $ 23.4 million for the years ended December 31, 2025, December 31, 2024 and December 31, 2023, respectively. Dole is also party to industry-wide collective bargaining agreements that provide pension benefits. Total contributions to multi-employer defined benefit plans for eligible participants were not material for the years ended December 31, 2025, December 31, 2024, and December 31, 2023. Dole has collective bargaining agreements with various unions covering approximately 24.8 % of Dole’s workforce. Of these unionized employees, 12.0 % are covered under a collective bargaining agreement that will expire within one year, and the remaining 88.0 % are covered under collective bargaining agreements expiring beyond the upcoming year. These agreements are subject to periodic negotiation and renewal. Failure to renew any of these collective bargaining agreements may result in a strike or work stoppage; however, management does not expect that the outcome of these negotiations and renewals will have a material adverse impact on Dole’s financial condition or results of operations. 110 Table of Contents NOTE 16 — LEASES Lease Position The following tables present the lease-related assets and liabilities recorded in the consolidated balance sheets: Lease-related assets as of December 31, 2025 Lease-related assets as of December 31, 2024 Operating lease right-of-use assets Property, plant & equipment, net Operating lease right-of-use assets Property, plant & equipment, net (U.S. Dollars in thousands) Operating leases $ 371,366 $ — $ 341,722 $ — Finance leases — 44,991 — 76,257 $ 371,366 $ 44,991 $ 341,722 $ 76,257 Lease-related liabilities as of December 31, 2025 Current maturities of operating leases Operating leases, less current maturities Current portion of long-term debt, net Long-term debt, net (U.S. Dollars in thousands) Operating leases $ 71,379 $ 306,566 $ — $ — Finance leases — — 7,932 36,983 $ 71,379 $ 306,566 $ 7,932 $ 36,983 Lease-related liabilities as of December 31, 2024 Current maturities of operating leases Operating leases, less current maturities Current portion of long-term debt, net Long-term debt, net (U.S. Dollars in thousands) Operating leases $ 64,357 $ 280,896 $ — $ — Finance leases — — 45,229 28,789 $ 64,357 $ 280,896 $ 45,229 $ 28,789 Lease Terms and Discount Rates The weighted-average remaining lease term and discount rate for the Company’s lease profile as of December 31, 2025 and December 31, 2024 was as follows: December 31, 2025 December 31, 2024 Weighted-average remaining lease term (in years): Operating leases 7.6 6.9 Finance leases 9.7 7.8 December 31, 2025 December 31, 2024 Weighted-average discount rate (%): Operating leases 5.5 % 5.5 % Finance leases 5.6 % 5.5 % 111 Table of Contents Lease Costs The following table presents certain information related to lease costs for finance and operating leases for the years ended December 31, 2025, December 31, 2024 and December 31, 2023: Year Ended December 31, 2025 December 31, 2024 December 31, 2023 Finance lease costs: (U.S. Dollars in thousands) Depreciation of lease assets $ 8,013 $ 9,096 $ 6,852 Interest on lease liabilities 2,651 2,560 1,188 Operating lease costs 90,963 83,278 80,527 Short-term lease costs 26,246 28,477 21,420 Variable lease costs 12,927 8,480 12,320 Sublease income ( 1,586 ) ( 134 ) ( 346 ) Total lease costs $ 139,214 $ 131,757 $ 121,961 Supplementary Cash Flow Data The following represents the disaggregation of certain cash flow supplementary data by finance and operating lease classifications: Year Ended December 31, 2025 December 31, 2024 December 31, 2023 Cash paid for amounts included in the measurement of lease liabilities: (U.S. Dollars in thousands) Operating cash flows from finance leases $ 2,651 $ 2,560 $ 1,188 Operating cash flows from operating leases 90,910 81,085 80,110 Financing cash flows from finance leases 11,098 13,648 7,393 Investing cash flows recorded as capital expenditures for buyout of vessel finance leases 36,077 — — Year Ended December 31, 2025 December 31, 2024 December 31, 2023 (U.S. Dollars in thousands) Right-of-use assets obtained in exchange for finance lease liabilities $ 15,508 $ 53,296 $ 9,045 Right-of-use assets obtained in exchange for operating lease liabilities 70,705 83,434 86,907 The following table reconciles the undiscounted cash flows for each of the first five years and total remaining years to the finance and operating lease liabilities recorded on the balance sheet as of December 31, 2025: Finance Leases Operating Leases (U.S. Dollars in thousands) 2026 $ 10,162 $ 92,005 2027 9,944 83,157 2028 9,890 60,199 2029 6,767 51,664 2030 12,594 41,808 Thereafter 2,241 137,977 Total lease payments 51,598 466,810 Less: present value discount ( 6,683 ) ( 88,865 ) $ 44,915 $ 377,945 112 Table of Contents Related Party Lease Transactions In the ordinary course of business, Dole may enter into lease agreements with related parties. During the periods presented, Dole, as a lessee, had the following lease liability balances with related parties: Lease-related Liabilities with Related Parties as of December 31, 2025 Lease-related Liabilities with Related Parties as of December 31, 2024 Current maturities of operating leases Operating leases, less current maturities Current maturities of operating leases Operating leases, less current maturities (U.S. Dollars in thousands) Operating leases $ 1,178 $ 17,002 $ 3,346 $ 13,916 See Note 20 “Related Party Transactions” for revenues and expenses related to leases with related parties. Lessor Accounting The company leases various types of owned properties to external parties, mainly through operating lease agreements. Leasing assets to external parties is not significant to Dole’s operations. Rental income recognized on agreements where Dole acted as the lessor was as follows: Year Ended December 31, 2025 December 31, 2024 December 31, 2023 Rental income: (U.S. Dollars in thousands) Other (expense) income, net $ 6,539 $ 8,011 $ 8,633 For the for the year ended December 31, 2025, the Company, as the lessor, recognized a gain of $ 4.1 million resulting from a sales-type lease to an unconsolidated affiliate, recorded in gain on asset sales in the consolidated statement of operations in accordance with the Company’s accounting policy. As discussed in Note 4 “Acquisitions and Divestitures”, $ 11.0 million of estimated consideration of the Vegetables Transaction was allocated to lease agreements for the Buyer’s right to use the cooler facilities for up to five years under rent-free terms. As a result of these lease agreements, the Company is recognizing rental income in other (expense) income, net. Total rental income recognized for the year ended December 31, 2025 was $ 0.9 million. NOTE 17 — 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 cha nges 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. 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 3.69 % as of December 31, 2025. All interest rate swap arrangements are classified within the consolidated balance sheets based on ultimate maturity date of the arrangement. Refer to Note 14 “Debt” for further information on the Company’s variable debt. 113 Table of Contents As a result of the Refinancing described in Note 14 “Debt”, there was a de-designation of certain interest rate swaps in which the forecasted interest payments are no longer probable, resulting in a de-designation gain of $ 1.0 million in the year ended December 31, 2025, which was recorded in other (expense), income net. 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 its 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 the interest rate swaps and certain foreign currency cash flow hedges for hedge accounting and records the changes in fair value of these instruments in accumulated other comprehensive loss. The changes in fair value of foreign currency fair value hedges, 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 December 31, 2025: Aggregate Notional Amount Foreign currency forward contracts by currency: United States Dollar $ 63.4 million Euro € 508.1 million British pound sterling £ 18.2 million Swedish krona SEK 130.9 million Canadian dollar C$ 35.4 million South African rand ZAR 175.0 million Interest rate swap contract $ 645.0 million Quantitative Disclosures Derivatives are presented gross in the 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 December 31, 2025 Other Receivables Other Assets Accrued Liabilities Other Long-Term Liabilities Foreign currency forward contracts: (U.S. Dollars in thousands) Cash flow hedges $ 456 $ — $ ( 3,040 ) $ — Non-designated cash flow hedges 498 — ( 855 ) — Fair value hedges 122 — ( 976 ) — Bunker fuel hedges — — ( 231 ) — Interest rate swap contracts 6,504 204 — ( 302 ) $ 7,580 $ 204 $ ( 5,102 ) $ ( 302 ) 114 Table of Contents Fair Value Measurements as of December 31, 2024 Other Receivables, net Other Assets Accrued Liabilities Foreign currency forward contracts: (U.S. Dollars in thousands) Cash flow hedges $ 6,416 $ — $ ( 840 ) Non-designated cash flow hedges 422 — ( 263 ) Fair value hedges 715 — ( 1,078 ) Bunker fuel hedges — — ( 7 ) Interest rate swap contracts 278 24,036 — $ 7,831 $ 24,036 $ ( 2,188 ) Refer to Note 18 “Fair Value Measurements” for the presentation of fair value instruments within the consolidated balance sheets, which includes derivative financial instruments. The following tables represent Dole’s pre-tax realized and unrealized derivative gains (losses) and respective location in the financial statements for all derivative instruments for the years ended December 31, 2025, December 31, 2024 and December 31, 2023: Year Ended December 31, 2025 Accumulated Other Comprehensive Loss Cost of Sales Other (Expense), Income, net Realized gains (losses): (U.S. Dollars in thousands) Cash flow hedges $ — $ ( 22,857 ) $ — Non-designated cash flow hedges — ( 260 ) — Fair value hedges — ( 4,654 ) ( 1,297 ) Bunker fuel hedges — ( 649 ) — Total net realized (losses) $ — $ ( 28,420 ) $ ( 1,297 ) Unrealized gains (losses): Cash flow hedges $ ( 8,074 ) $ — $ — Non-designated cash flow hedges — ( 547 ) — Fair values hedges — ( 965 ) 521 Bunker fuel hedges — 7 — Interest rate swap contracts ( 19,149 ) — 1,241 Total net unrealized (losses) gains $ ( 27,223 ) $ ( 1,505 ) $ 1,762 Year Ended December 31, 2024 Accumulated Other Comprehensive Loss Cost of Sales Other (Expense), Income, net Realized gains (losses): (U.S. Dollars in thousands) Cash flow hedges $ — $ 3,193 $ — Non-designated cash flow hedges — ( 642 ) — Fair value hedges — 1,124 ( 116 ) Bunker fuel hedges — — — Total net realized gains (losses) $ — $ 3,675 $ ( 116 ) Unrealized gains (losses): Cash flow hedges $ 10,004 $ — $ — Non-designated cash flow hedges — 177 — Fair value hedges — 1,704 ( 1,471 ) Bunker fuel hedges — ( 7 ) — Interest rate swap contracts ( 12,859 ) — — Total net unrealized (losses) gains $ ( 2,855 ) $ 1,874 $ ( 1,471 ) 115 Table of Contents Year Ended December 31, 2023 Accumulated Other Comprehensive Loss Cost of Sales Other (expense) income, net Realized gains (losses): (U.S. Dollars in thousands) Cash flow hedges $ — $ ( 8,461 ) $ — Non-designated cash flow hedges — 1,285 — Fair value hedges — — 639 Bunker fuel hedges — ( 1,020 ) — Total net realized (losses) gains $ — $ ( 8,196 ) $ 639 Unrealized gains (losses): Cash flow hedges $ 790 $ — $ — Non-designated cash flow hedges — ( 440 ) — Fair value hedges — — ( 843 ) Bunker fuel hedges — 2,875 — Interest rate swap contracts ( 21,931 ) — — Total net unrealized (losses) gains $ ( 21,141 ) $ 2,435 $ ( 843 ) As of December 31, 2025, the Company expects approximately $ 4.1 million of deferred net gains from cash flow hedges to be reclassified from accumulated other comprehensive loss into earnings over the next 12 months. Of the $ 4.1 million of net deferred gains, $ 6.7 million relates to deferred gains on interest rate swap contracts and is expected to offset future interest expense on the New Senior Secured Facilities, and $ 2.6 million relates to net deferred losses on cash flow hedges and is expected to offset future operational net gains on foreign currency exchange rates. Refer to Note 21 “Stockholders’ Equity” for details on reclassifications out of accumulated other comprehensive loss for the years ended December 31, 2025, December 31, 2024 and December 31, 2023. NOTE 18 — 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. 116 Table of Contents 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 remeasured at fair value as of December 31, 2025 and December 31, 2024 . 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 $ — $ 1,076 $ — $ 1,076 Accrued liabilities — ( 4,871 ) — ( 4,871 ) Bunker fuel hedges: Accrued liabilities — ( 231 ) — ( 231 ) Interest rate swap contracts: Other receivables, net — 6,504 — 6,504 Other assets — 204 — 204 Other long-term liabilities — ( 302 ) — ( 302 ) Rabbi Trust investments: Short-term investments — — 6,418 6,418 Long-term investments — — 13,827 13,827 Contingent consideration: Contingent consideration — — ( 3,252 ) ( 3,252 ) Contingent consideration, less current portion — — ( 500 ) ( 500 ) Total $ — $ 2,380 $ 16,493 $ 18,873 Fair Value Measurements as of December 31, 2024 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 $ — $ 7,553 $ — $ 7,553 Accrued liabilities — ( 2,181 ) — ( 2,181 ) Bunker fuel hedges: Accrued liabilities — ( 7 ) — ( 7 ) Interest rate swap contracts: Other receivables, net — 278 — 278 Other assets — 24,036 — 24,036 Rabbi Trust investments: Short-term investments — — 6,019 6,019 Long-term investments — — 14,630 14,630 Contingent consideration: Contingent consideration — — ( 3,399 ) ( 3,399 ) Contingent consideration, less current portion — — ( 4,007 ) ( 4,007 ) Total $ — $ 29,679 $ 13,243 $ 42,922 117 Table of Contents 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 “o bservable 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 December 31, 2025, securities totaled $ 20.2 million, of which $ 6.4 million was classified as short-term and included in short-term investments in the consolidated balance sheets, and $ 13.8 million was classified as long-term and included in long-term investments in the consolidated balance sheets. As of December 31, 2024, securities totaled $ 20.6 million, of which $ 6.0 million was classified as short-term and $ 14.6 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. The table below sets forth a summary of changes in the fair value of the Level 3 Rabbi Trust investments for the years ended December 31, 2025 and December 31, 2024: Fair Value Measurements Using Significant Unobservable Inputs (Level 3) (U.S. Dollars in thousands) Balance as of December 31, 2023 $ 21,869 Net realized and unrealized losses recognized in earnings 1,219 Plan contributions 262 Plan distributions ( 2,701 ) Balance as of December 31, 2024 20,649 Net realized gains and unrealized losses recognized in earnings* 1,804 Plan contributions 2 Plan distributions ( 2,210 ) Balance as of December 31, 2025 $ 20,245 * Net amount comprised realized gains of $ 0.6 million and unrealized gains of $ 1.2 million recorded in other (expense) income, net, in the consolidated statements of operations. 118 Table of Contents The carrying value of contingent consideration in the 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. Dole has determined the valuations are 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 years ended December 31, 2025 and December 31, 2024: Fair Value Measurements Using Significant Unobservable Inputs (Level 3) (U.S. Dollars in thousands) Balance as of December 31, 2023 $ ( 9,115 ) Additions ( 497 ) Payments 1,567 Remeasurement gain 152 Foreign exchange impact 487 Balance as of December 31, 2024 ( 7,406 ) Payments 2,801 Remeasurement gain 1,601 Foreign exchange impact ( 748 ) Balance as of December 31, 2025 $ ( 3,752 ) 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 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 consolidated balance sheets that are net of allowances, and they are classified as Level 2. Trade payables: These items have carrying values reported in the 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 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 consolidated balance sheets that are net of allowances, and they are classified as Level 2. Finance and operating leases: The carrying value o f finance lease obligations reported in the 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: The carrying value of interest-bearing loans and borrowings reported in the consolidated balance sheets approximates fair value. As these instruments are illiquid, have little observable data with which to determine fair value, and have pricing that is affected by a variety of non-financial factors, they are classified as Level 3. 119 Table of Contents Credit Risk The counterparties to the foreign currency exchange contracts consist of a number of major international financial institutions. Dole has established counterparty guidelines and regularly monitors its positions and the financial strength of these institutions. While counterparties to hedging contracts expose Dole to credit-related losses in the event of a counterparty’s non-performance, the risk would be limited to the unrealized gains on such affected contracts. Dole does not anticipate any such losses. NOTE 19 — CONTINGENCIES Guarantees and Other Contingencies 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 one to twenty years , often with an option to renew. As of December 31, 2025 and December 31, 2024, total letters of credit, bank guarantees and surety bonds outstanding under these arrangements were $ 67.9 million and $ 55.0 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 December 31, 2025. Additionally, the Company guarantees certain bank borrowings and other obligations of certain equity method investees. As of December 31, 2025 and December 31, 2024, total guarantees under these arrangements were $ 7.8 million and $ 4.9 million, respectively, which represents the maximum potential future payments that Dole could be required to make. Each of the following Irish registered subsidiaries of the Company may avail of the exemption from filing its statutory financial statements for the year ended December 31, 2025 as permitted by Section 357 of the Companies Act 2014. If any of these Irish registered subsidiaries of the Company elects to avail of this exemption, there will be in force an irrevocable guarantee from the Company in respect of all commitments entered into by such wholly-owned subsidiary, including amounts shown as liabilities (within the meaning of Section 357 (1) (b) of the Companies Act 2014) in such wholly-owned subsidiary’s statutory financial statements for the year ended December 31, 2025: • Dole Management Services Limited • Finantic Limited • Total Produce International Holdings Limited • Dole Ireland Limited • Total Produce Limited • Dole Receivables DAC 120 Table of Contents 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 requires mediation by 2025. 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 will 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 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 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. 121 Table of Contents 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 claims or actions related to the CAO 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, because management believes the risk of loss is remote. NOTE 20 — RELATED PARTY TRANSACTIONS Balmoral International Land Holdings plc (“Balmoral”) is a related party of Dole plc, because the Chair of the Board of Dole plc is also the Chair of the Board of Balmoral. In the years ended December 31, 2025, December 31, 2024 and December 31, 2023, a subsidiary of Dole sub-leased or leased buildings to or from Balmoral, and was in receipt of property management services from Balmoral. For the years ended December 31, 2025, December 31, 2024 and December 31, 2023, total net expenses related to Balmoral were $ 3.0 million, $ 2.2 million and $ 1.9 million, respectively. Balkan Investment Company (“Balkan”) is a related party of the Company, because, as the sole shareholder of Scott Limited, it is the beneficial owner of more than 5% of the Company’s Ordinary shares. In the year ended December 31, 2025, a subsidiary of Dole sub-leased a portion of a building and provided other services to Balkan. Total income received was $ 0.2 million for the years ended December 31, 2025, December 31, 2024 and December 31, 2023. An entity affiliated with Pale Fire SE, the beneficial owner of more than 5% of the Company’s Ordinary shares, leases certain facilities from the Company. For the year ended December 31, 2025, the Company recognized rental and other income of approximately $ 0.4 million from the affiliate of this beneficial owner. In September 2025, the C&C parties ceased to be a related party of the Company, upon the estate of Mr. Murdock’s disposition of its entire shareholding through a secondary offering of 11,917,263 shares of the Company’s Ordinary shares. Net expenses from various companies of Mr. Murdock were $ 1.8 million through September 5, 2025, the closing date of the secondary offering. Net expenses were $ 3.7 million and $ 3.2 million for the years ended December 31, 2024, and December 31, 2023, respectively, which primarily related to the lease of equipment. See Note 22 “Investments in Unconsolidated Affiliates” for details of transactions with equity method investees, Note 16 “Leases” for details of lease-related liabilities with related parties and Note 19 “Contingencies” for details of related party guarantees. 122 Table of Contents All other transactions with related parties were not material for the years ended December 31, 2025, December 31, 2024 and December 31, 2023, and other outstanding receivables from and payables to related parties were not material as of December 31, 2025 and December 31, 2024. NOTE 21 — STOCKHOLDERS’ EQUITY Common Stock As of December 31, 2025, 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 December 31, 2025, there were 95.2 million shares of common stock outstanding and no shares of preferred stock outstanding. A rollforward of share activity as of December 31, 2025 and December 31, 2024 was as follows: Amount (In thousands) Outstanding shares as of December 31, 2023 94,929 Net shares issued related to stock-based compensation 112 Outstanding shares as of December 31, 2024 95,041 Net shares issued related to stock-based compensation 122 Outstanding shares as of December 31, 2025 95,163 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 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 stock 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 December 31, 2025, there were 5.4 million shares available for future grant under the Plan and 1.4 million shares available for future issue under awards granted. During the year ended December 31, 2025, the Company issued RSU awards under the Plan that vest over service periods ranging from one to three years . The Company also issued RSU awards that vest over a three-year period subject to the achievement of specified market conditions, including stock price targets (“share hurdle awards”) and relative total shareholder return compared to a defined peer group (“relative total shareholder awards”). Compensation expense under these awards that include a market condition, including previously issued awards in prior years, is determined based on the grant date fair value of the award using a Monte Carlo simulation approach. Compensation expense for stock options is determined based on the grant date fair value of the award, calculated using the Black Scholes options-pricing model. Company stock options generally vest over a three year -service period and expire ten years from the date of grant. Forfeitures are estimated on the date of grant based on historical forfeiture rates, and compensation expense is adjusted based on actual forfeitures. For the years ended December 31, 2025, December 31, 2024 and December 31, 2023, stock-based compensation expense related to the Plan was $ 6.9 million, $ 8.0 million and $ 6.1 million, respectively. Stock-based compensation expense related to the Plan is recorded in selling, marketing, general and administrative expenses in the consolidated statements of operations. 123 Table of Contents The following table summarizes the assumptions used for estimating the fair values of the stock options and RSUs with a market condition upon grant date: Type of Award Risk-free interest rate Expected volatility Dividend yield For the year ended December 31, 2025: RSUs with a market condition 1 3.9 % 28.6 % 2.2 % For the year ended December 31, 2024: RSUs with a market condition 4.4 % 30.0 % 2.8 % For the year ended December 31, 2023: RSUs with a market condition 4.0 % 35.0 % 2.8 % For the year ended December 31, 2022: Stock options 2.1 % 45.0 % 2.5 % 1 Dividend yield assumption is not applicable for relative total shareholder awards and thus only applies to share hurdle awards. The volatility range and stock return correlation valuation assumptions for the total shareholder award peer group were 20.7% to 56.4% and 0.42 to 0.68, respectively. A rollforward of share-based compensation awards outstanding by number and weighted-average exercise price of stock options or weighted-average grant-date fair value of RSU’s and RSUs with a market condition f or the years ended December 31, 2025, December 31, 2024 and December 31, 2023 was as follows: Stock Options RSUs RSUs with a market condition Number of shares Weighted-average exercise price Number of shares Weighted-average grant date fair value Number of shares Weighted-average grant date fair value (Number of shares in thousands and weighted-average amounts are U.S. dollars per share) Outstanding awards as of December 31, 2022 453 $ 15.72 412 $ 13.71 400 $ 13.59 Granted — — 253 12.06 209 16.95 Vested — — ( 58 ) 10.24 — — Forfeited — — ( 14 ) 13.52 ( 49 ) 11.65 Outstanding awards as of December 31, 2023 453 $ 15.72 593 $ 13.35 560 $ 15.01 Granted — — 278 11.66 229 13.19 Vested — — ( 383 ) 14.20 — — Forfeited — — — — ( 351 ) 13.85 Outstanding awards as of December 31, 2024 453 $ 15.72 488 $ 11.71 438 $ 14.29 Granted — — 326 14.41 189 20.52 Vested — — ( 259 ) 11.90 ( 209 ) 16.95 Outstanding awards as of December 31, 2025 453 $ 15.72 555 $ 13.21 418 $ 14.71 The total unrecognized compensation cost related to the unvested awards as of December 31, 2025 was $ 8.1 million. The remaining unrecognized compensation cost as of December 31, 2025 will be recognized over a weighted-average period of approximately 1.9 years. 124 Table of Contents Dividends Declared The following table summarizes dividends per share declared in the years ended December 31, 2025, December 31, 2024 and December 31, 2023: Year Ended December 31, 2025 December 31, 2024 December 31, 2023 Date Declared Amount Date Declared Amount Date Declared Amount (U.S. Dollars) (U.S. Dollars) (U.S. Dollars) 2/25/2025 $ 0.08 2/28/2024 $ 0.08 11/15/2023 $ 0.08 5/9/2025 $ 0.085 5/14/2024 $ 0.08 8/16/2023 $ 0.08 8/8/2025 $ 0.085 8/13/2024 $ 0.08 5/17/2023 $ 0.08 11/7/2025 $ 0.085 11/13/2024 $ 0.08 3/6/2023 $ 0.08 The following table summarizes total dividends declared for the years ended December 31, 2025, December 31, 2024 and December 31, 2023: Year Ended December 31, 2025 December 31, 2024 December 31, 2023 (U.S. Dollars in thousands) Dividends $ ( 32,376 ) $ ( 30,645 ) $ ( 30,750 ) Dole’s ability to declare and pay dividends is subject to limitations contained in its various debt agreements. As of December 31, 2025, Dole had the ability to make dividend payments of $ 688.6 million before these limitations would come into effect. See Note 25 “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. No shares were repurchased under the Share Repurchase Program for the year ended December 31, 2025. See Note 25 “Subsequent Events” for additional detail on the Share Repurchase Program. 125 Table of Contents 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 years ended December 31, 2025, December 31, 2024 and December 31, 2023 . 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, 2022 $ 40,417 $ ( 36,938 ) $ ( 107,612 ) $ ( 104,133 ) Other comprehensive income (loss) attributable to Dole plc before reclassifications ( 557 ) ( 11,161 ) 20,901 9,183 Income tax effect of amounts in other comprehensive income (loss) attributable to Dole plc before reclassifications 42 2,671 — 2,713 Gross amounts reclassified from accumulated other comprehensive loss ( 20,669 ) ( 3,679 ) ( 254 ) ( 24,602 ) Income tax effect of amounts reclassified from accumulated other comprehensive loss 5,170 878 — 6,048 Net other comprehensive income (loss) attributable to Dole plc ( 16,014 ) ( 11,291 ) 20,647 ( 6,658 ) Balance as of December 31, 2023 $ 24,403 $ ( 48,229 ) $ ( 86,965 ) $ ( 110,791 ) Other comprehensive income (loss) attributable to Dole plc before reclassifications 27,718 ( 14,135 ) ( 41,526 ) ( 27,943 ) Income tax effect of amounts in other comprehensive income (loss) attributable to Dole plc before reclassifications ( 6,768 ) 3,971 — ( 2,797 ) Gross amounts reclassified from accumulated other comprehensive loss ( 30,573 ) ( 1,978 ) — ( 32,551 ) Income tax effect of amounts reclassified from accumulated other comprehensive loss 7,346 556 — 7,902 Net other comprehensive (loss) income attributable to Dole plc ( 2,277 ) ( 11,586 ) ( 41,526 ) ( 55,389 ) Balance as of December 31, 2024 $ 22,126 $ ( 59,815 ) $ ( 128,491 ) $ ( 166,180 ) Other comprehensive income (loss) attributable to Dole plc before reclassifications ( 35,153 ) ( 16,540 ) 83,557 31,864 Income tax effect of amounts in other comprehensive income (loss) attributable to Dole plc before reclassifications 8,435 2,381 — 10,816 Gross amounts reclassified from accumulated other comprehensive loss 7,982 ( 475 ) — 7,507 Income tax effect of amounts reclassified from accumulated other comprehensive loss ( 1,543 ) 69 — ( 1,474 ) Net other comprehensive (loss) attributable to Dole plc ( 20,279 ) ( 14,565 ) 83,557 48,713 Balance at December 31, 2025 $ 1,847 $ ( 74,380 ) $ ( 44,934 ) $ ( 117,467 ) 126 Table of Contents The following table includes details about gross (gains) losses reclassified from accumulated other comprehensive loss by component of accumulated other comprehensive loss: (Gains) losses reclassified out of Accumulated Other Comprehensive Loss in the year ended December 31, 2025 December 31, 2024 December 31, 2023 Affected line item in the Statement of Operations (U.S. Dollars in thousands) Fair value of Derivatives: Interest rate swap contracts $ ( 14,038 ) $ ( 27,380 ) $ ( 29,130 ) Interest expense De-designation of certain interest rate swaps ( 970 ) — — Other (expense) income, net Cash flow hedges 22,990 ( 3,193 ) 8,461 Cost of sales Foreign currency translation — — ( 253 ) Other (expense) income, net Pension and other postretirement benefits ( 475 ) ( 1,978 ) ( 3,679 ) Other (expense) income, net Total (gains) reclassified $ 7,507 $ ( 32,551 ) $ ( 24,601 ) NOTE 22 — INVESTMENTS IN UNCONSOLIDATED AFFILIATES 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. As of December 31, 2024, Dole’s investments in unconsolidated affiliates were $ 129.3 million, of which $ 126.2 million represented equity method investments, and $ 3.1 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 consolidated statements of operations and the carrying value in that investment in the consolidated balance sheets. Conversely, when Dole records its proportionate share of a net loss, it decreases equity method earnings in the consolidated statements of operations and the carrying value in that investment in the consolidated balance sheets. Cash dividends received from investments in which Dole does not have significant influence are recorded in other (expense) income, net, and have historically not been significant. 127 Table of Contents Investments in Unconsolidated affiliates A rollforward of the carrying amount of Dole’s investments in unconsolidated affiliates as of December 31, 2025 and December 31, 2024 was as follows: Amount (U.S. Dollars in thousands) Carrying amount as of December 31, 2023 $ 131,704 Share of income after investee tax 16,187 Impairment of equity method investments ( 7,158 ) Additions 1,769 Equity method investment becoming subsidiary ( 925 ) Disposals ( 985 ) Dividends received from investments ( 7,049 ) Foreign exchange impact and other ( 4,221 ) Carrying amount as of December 31, 2024 129,322 Share of income after investee tax 20,405 Impairment of equity method investments ( 869 ) Additions 1,968 Disposals ( 13,772 ) Dividends received from investments ( 12,688 ) Fair value uplift on disposal of equity method investment interests 7,683 Foreign exchange impact and other 10,032 Carrying amount as of December 31, 2025 $ 142,081 The Company’s investees recognized investee income tax expense of $ 7.0 million, $ 4.9 million and $ 5.8 million during the years ended December 31, 2025, December 31, 2024, and December 31, 2023, respectively, related to equity method investments. These amounts are included within equity method earnings in the consolidated statements of operations. Impairment of equity method investment For the year ended December 31, 2025, the Company recognized aggregate impairment losses of $ 0.9 million, related to investments in Chile and the Netherlands. For the year ended December 31, 2024, the Company recognized an impairment loss of $ 7.2 million on an investment in North America. Impairment losses for December 31, 2023 were not material. Disposal of equity method investees During the year ended December 31, 2025, Dole divested of a portion of ownership shares in an equity method investment located in the U.S. and recognized a gain in equity method earnings of $ 7.7 million ($ 6.9 million, net of income tax). The Company continues to hold ownership in the investment and will account for it as an investment in which the Company does not have significant influence. This disposal was part of a non-cash transaction whereby Dole effectively exchanged a portion of its ownership shares in this equity method investment for an additional shareholding in a non-wholly owned consolidated subsidiary in the U.S. During the year ended December 31, 2025, Dole also completed the sale of equity method investments in the Netherlands, recognizing an aggregate gain of $ 4.0 million. During the year ended December 31, 2024, the Company disposed of its 26 % investment in South African company which had a carrying value of $ 0.5 million as of the disposal date. As a result of this disposal, the Company recognized a loss of $ 0.5 million. During the year ended December 31, 2023, the Company disposed of its 50% investment in a U.S. company, which had a carrying value of $ 1.1 million as of the disposal date. As a result of this disposal, the Company recognized a gain of $ 0.5 million. 128 Table of Contents Summarized Financial Information - Equity Method Investments Summarized aggregated financial information for equity method investments for the years ended December 31, 2025, December 31, 2024 and December 31, 2023 and as of December 31, 2025 and December 31, 2024 are as follows in the tables below. Unless stated otherwise, the information reflects the amounts reported in the financial statements of the investment entities rather than the share attributable to the Company. Year Ended December 31, 2025 December 31, 2024 December 31, 2023 Summary Statements of Operations: (U.S. Dollars in thousands) Revenue, net $ 2,134,719 $ 1,977,013 $ 1,872,916 Cost of sales ( 1,935,606 ) ( 1,840,701 ) ( 1,743,920 ) Other activity ( 157,713 ) ( 105,718 ) ( 103,921 ) Net income $ 41,400 $ 30,594 $ 25,075 Net income attributable to Dole plc $ 20,405 $ 16,187 $ 14,721 December 31, 2025 December 31, 2024 Summary Balance Sheets: (U.S. Dollars in thousands) Current assets $ 457,780 $ 435,733 Non-current assets 354,488 290,138 Current liabilities ( 328,770 ) ( 338,855 ) Non-current liabilities ( 185,683 ) ( 118,954 ) Noncontrolling interest ( 1,831 ) ( 1,945 ) Net assets $ 295,984 $ 266,117 Dole plc share of net assets 116,462 104,670 Goodwill 19,115 21,504 Carrying amount of investments $ 135,577 $ 126,174 Transactions with Unconsolidated affiliates The following table presents sales to and purchases from investments in unconsolidated affiliates for the years ended December 31, 2025, December 31, 2024 and December 31, 2023: Year Ended December 31, 2025 December 31, 2024 December 31, 2023 (U.S. Dollars in thousands) Sales $ 150,146 $ 126,396 $ 127,642 Purchases 174,160 175,661 166,676 The following tables presents amounts due from and to investments in unconsolidated affiliates as of December 31, 2025 and December 31, 2024: December 31, 2025 December 31, 2024 (U.S. Dollars in thousands) Amounts due from investments in unconsolidated affiliates presented within trade receivables $ 32,489 $ 26,053 Amounts due from investments in unconsolidated affiliates presented within other receivables 2,435 2,374 Amounts due to investments in unconsolidated affiliates presented within accounts payable ( 11,745 ) ( 9,788 ) Amounts due from investments in unconsolidated affiliates presented within other assets 9,338 8,132 129 Table of Contents For the for the year ended December 31, 2025, the Company, as the lessor, recognized a gain of $ 4.1 million resulting from a sales-type lease to an unconsolidated affiliate. Reconciliation of Equity Method Earnings The following table provides a reconciliation of equity method earnings in the consolidated statements of operations for the years ended December 31, 2025, December 31, 2024 and December 31, 2023: Year Ended December 31, 2025 December 31, 2024 December 31, 2023 (U.S. Dollars in thousands) Share of equity method earnings, net of investee tax $ 20,405 $ 16,187 $ 14,721 Impairment of equity method investment interests ( 869 ) ( 7,158 ) — Loss on step-up acquisition of equity method investment interests — ( 196 ) — Recoveries of amounts previously reserved for equity method investment interests 257 — — Gain (loss) on disposal of equity method investment interests 10,921 ( 525 ) 470 Equity method earnings $ 30,714 $ 8,308 $ 15,191 NOTE 23 — VARIABLE INTEREST ENTITIES Judgment is used when determining (i) whether an entity is a VIE; (ii) who are the variable interest holders; (iii) the elements and degree of control that each variable interest holder has; and (iv) ultimately which party is the primary beneficiary. Unconsolidated VIEs The VIEs in which Dole has variable interests but is not the primary beneficiary are not consolidated and are accounted for using the equity method of accounting. The Company holds variable interests in a fresh produce business, El Parque, which is considered a VIE in which Dole is not the primary beneficiary. On December 16, 2016, the Company acquired shares in El Parque. As of December 31, 2025, Dole has 50.000 % of the series A shares and 49.995 % of the series B shares in El Parque, with remaining series A shares held by Inversiones Dona Isidora Limitada (“IDI”) and remaining series B shares held by individual investors. The El Parque Board of Directors comprises four members, two from Dole and two from IDI. Dole and IDI both have equal management representation on the board and equity participation, as only series A shares have voting rights. Further, all significant activities of El Parque are managed by the unanimous consent of the board. Therefore, Dole does not meet the power criteria required to be considered the primary beneficiary nor holds a controlling financial interest in El Parque. During the years ended December 31, 2025, December 31, 2024 and December 31, 2023, the Company did not provide any financial support to or guarantees in respect of debt issued by El Parque. Dole’s maximum exposure to loss represents the amount that would be absorbed by the Company in the event that all assets held in El Parque had no value. As of December 31, 2025 and December 31, 2024, Dole’s maximum exposure to loss in El Parque was equivalent to the carrying value of its investment in the entity of $ 14.3 million and $ 11.8 million, respectively. Consolidated VIEs Dole consolidates the results of one VIE, EurobananCanarias S.A. (“EBC”), a Canary Islands fruit produce business, as Dole holds 50.0 % of its shares and is deemed to be the primary beneficiary. Since EBC’s incorporation in 1993, Dole has had an economic interest of 50.0 % and a power to appoint its managing director, who influences all decisions related to operations. Dole’s economic interest is not equal to the Company’s voting interest (decision making right for all relevant activities); thus, the conditions of Dole being the primary beneficiary are met, and EBC is consolidated. Dole has not provided any financial or other support to EBC during the periods presented within the consolidated financial statements. 130 Table of Contents NOTE 24 – 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 o utstanding during the period. Diluted earni ngs (loss) per s hare 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 optio ns 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 followin g table presents basic and diluted earnings (loss) per share for each of the years ended December 31, 2025, December 31, 2024 and December 31, 2023: Year Ended December 31, 2025 December 31, 2024 December 31, 2023 (U.S. Dollars and shares in thousands, except per share amounts) Income from continuing operations $ 127,934 $ 172,299 $ 177,527 Less: Net income attributable to noncontrolling interests ( 30,656 ) ( 17,906 ) ( 31,646 ) Income from continuing operations attributable to Dole plc 97,278 154,393 145,881 Loss from discontinued operations, net of income taxes ( 45,959 ) ( 28,880 ) ( 21,818 ) Net income attributable to Dole plc $ 51,319 $ 125,513 $ 124,063 Weighted average number of shares outstanding: Weighted average number of shares – basic 95,145 94,967 94,917 Effect of share awards with a dilutive effect 757 504 201 Weighted average number of shares – diluted 95,902 95,471 95,118 Income (loss) per share: Basic: Continuing operations $ 1.02 $ 1.63 $ 1.54 Discontinued operations ( 0.48 ) ( 0.31 ) ( 0.23 ) Net income per share attributable to Dole plc $ 0.54 $ 1.32 $ 1.31 Diluted: Continuing operations $ 1.01 $ 1.62 $ 1.53 Discontinued operations ( 0.48 ) ( 0.30 ) ( 0.23 ) Net income per share attributable to Dole plc $ 0.53 $ 1.32 $ 1.30 The average market value of the Company’s shares used for the purpose of calculating the dilutive effect of share options and RSUs with a market condition is based on quoted market prices for the period during which the awards were outstanding during the year. The calculation of diluted earning s (loss) p er share for the years ended December 31, 2025, December 31, 2024 and December 31, 2023 does no t include the effect o f certain awards, because to do so would be antidilutive. NOTE 25 — SUBSEQUENT EVENTS Dole evaluated subsequent events through March 2, 2026, the date that Dole’s consolidated financial statements were issued. On February 24, 2026, the Board declared a cash dividend for the fourth quarter of 2025 of $ 0.085 per share, payable on April 8, 2026, to shareholders of record on March 18, 2026. On January 6, 2026, Dole paid a cash dividend of $ 0.085 per share, totaling $ 8.1 million, to shareholders for the third quarter dividend declared on November 7, 2025. 131 Table of Contents During the period from January 1, 2026 to February 24, 2026, the Company repurchased 300,000 Ordinary shares at an average price of $ 15.15 per share, totaling $ 4.5 million. As of February 25, 2026, approximately $ 95.5 million remained available for repurchase under the Share Repurchase Program. In February 2026, the Company voluntarily prepaid the remaining principal balance of the vessel financing loans, amounting to $ 45.4 million. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.