Dole plc 10-K

Item 9A. Controls and Procedures Disclosure Controls and Procedures. The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company's reports under the Securities Exchange Act of 1934, as amended (the "Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to management, including the Company's Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Annual Report on Form 10-K. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2025. Management’s Annual Report on internal control over financial reporting. Management is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation and fair presentation of published financial statements in accordance with U.S. GAAP and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of its assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of its financial statements in accordance with U.S. GAAP, and that its receipts and expenditures are being made only in accordance with authorizations of its management and directors; and (iii) 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 its financial statements. Internal control over financial reporting may not prevent or detect misstatements due to its inherent limitations. Additionally, any projections of any evaluations of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with our policies and procedures. Management, under the supervision of the Chief Executive Officer and Chief Financial Officer, and under the oversight of the Board of Directors, assessed the effectiveness of our 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 (COSO). Based on this assessment, we concluded that, as of December 31, 2025, our internal control over financial reporting was effective. Attestation report of the registered public accounting firm. KPMG, our independent registered public accounting firm, has audited the consolidated financial statements of Dole plc as of and for the year ended December 31, 2025, included herein, and has issued an audit report on our internal control over financial reporting, which is included elsewhere in this Form 10-K. Changes in internal control over financial reporting. There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 132 Table of Contents Item 9B. Other Information Rule 10b5-1 Trading Plans During the quarter ended December 31, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” each defined in Item 408(a) of Regulation S-K. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 133 Table of Contents PART III Item 10. Directors, Executive Officers and Corporate Governance. Directors and Executive Officers Set forth below are the names, ages and positions of our directors and executive officers as of December 31, 2025. There have been no changes to our directors and executive officers through the filing date of this Annual Report. Name Age Position Carl McCann 72 Executive Chair and Director Rory Byrne 65 Chief Executive Officer and Director Johan Lindén 58 Chief Operating Officer and Director Jacinta Devine 53 Chief Financial Officer and Director Imelda Hurley 53 Director Rose Hynes 68 Director Michael Meghen 71 Director Helen Nolan 68 Director Jimmy Tolan 62 Director Kevin Toland 60 Director Our directors and executive officers are as follows: Carl McCann , BBS, MA, FCA, Appointed to the Board: February 2021 Nationality: Irish Skills and experience : With over 40 years in the fresh produce industry, Carl began his career at KPMG before moving to work in Fyffes in 1980. During this time, he held roles of increasing leadership, including Finance Director, Vice Chairman and Executive Chairman, while also overseeing the execution of strategic priorities across the business. Carl was appointed Chairman of Fyffes in 2003, before assuming the role of Executive Chairman at Total Produce in 2006 and during his tenure he led Total Produce through numerous strategic initiatives and operational achievements, including its growth and expansion across European and North American markets, and more recently, its combination with Dole Food Company. Carl has served as our Executive Chair since 2021. In addition to these roles, he is also Chairman of Balmoral International Land Holdings Limited and serves on the boards of several other private family investment companies. Carl’s significant experience in the industry and his position as Dole’s Executive Chair provide the Board with valuable industry insight and expertise. Education: Carl earned his undergraduate and master's degrees from Trinity College Dublin and is a Fellow of the Institute of Chartered Accountants in Ireland. Rory Byrne, B Comm, FCA, Appointed to the Board: February 2021 Nationality: Irish Skills and experience : Rory has over 30 years of experience in the fresh produce industry, having begun his career at Fyffes in 1988. At Fyffes, he held a number of senior positions including Finance Director of the Group’s U.K. business and Managing Director of its Spanish operations before becoming Managing Director of the General Produce Division in 2002. Rory was appointed Chief Executive Officer of Total Produce in 2006 and led Total Produce through 15 years of sustained profitability and significant acquisition-led and organic expansion, with total Group revenues more than tripling during his tenure. While serving as Chief Executive Officer, he also oversaw Total Produce's expansion into North American markets, including Total Produce's recent combination with Dole Food Company. He has served as our Chief Executive Officer since 2021. Rory is well recognized across the industry for his unique combination of leadership ability, strategic vision, creativity and strong drive for success which brings to the Board valuable insights in the market. 134 Table of Contents Education: Rory earned his undergraduate degree from University College Dublin and is a Fellow of the Institute of Chartered Accountants in Ireland. Johan Lindén, BBA, MBA, Appointed to the Board: July 2021 Nationality: Swedish Skills and experience : Johan began his career at Dole Food Company in September 2000 within the European operations, initially serving as general manager at Dole Food Company’s value‐added operation until 2008. From 2005 to 2008, he additionally acted as Deputy General Manager for Dole Food Company’s Swedish wholesale operation before being promoted to General Manager Fresh Fruit Northern Europe and was, subsequently, promoted to President Dole Europe in October 2010. In 2015, Johan relocated to Dole Food Company’s U.S. corporate headquarters where he served as President and Chief Operating Officer before being appointed as President and Chief Executive Officer of Dole Food Company in 2017. He has served as our Chief Operating Officer since 2021 and brings unique operational expertise as a board member. Education: Johan holds a B.B.A. in Business Administration from Schiller International University, Germany with some of his undergraduate studies being completed at Iowa State University. He attended graduate school at Harvard University and earned his MBA from the University of Cape Town. Jacinta Devine, FCA, Appointed to the Board: June 2022 Nationality: Irish Skills and experience : Jacinta has almost 30 years’ experience in the fresh produce industry, having joined the Group in 1996, and provides the Board with financial expertise as a Board member. During the course of her career she has held a number of senior accounting and financial positions including Divisional Finance Director of Ireland and the U.K. Prior to her appointment as our Chief Financial Officer in 2022, Jacinta served as Company Secretary of Dole plc. Jacinta was appointed to the role of Company Secretary of Total Produce plc in 2017. During this time, she gained experience and knowledge in corporate governance matters for publicly traded companies. Education : Jacinta is a Fellow of the Institute of Chartered Accountants in Ireland. Imelda Hurley, FCA, BBS, Appointed to the Board: July 2021 Nationality: Irish Skills and experience : Imelda was appointed to the Board of Total Produce as a Non-Executive Director in 2019 and was a member of the Audit and Nomination Committees.She is the Chief Executive Officer and an Executive Director of Coillte, Ireland’s commercial state forestry company which is responsible for managing over one million acres of primary forested land. In addition, she is a Non-Executive Director of IBEC, Ireland’s largest business representative group and has previously served as President of that organization. From 2014 to 2018, Imelda was an Executive Director and Chief Financial Officer at Origin Enterprises plc, an international agri-services business. Prior to this, she was based between Hong Kong and the People’s Republic of China where she was Chief Financial Officer & Head of Sustainability for PCH International, a Silicon Valley-backed product development and supply chain management business. She has also held various positions including that of Group Finance Director at Greencore Group plc and she worked in the Audit & Business Advisory practice of Arthur Andersen. Imelda has also been a member of the Board of Bord Gáis Eireann/ Ervia, where she served as Audit Committee Chair and brings public company governance expertise to the Board. Education: Imelda holds a Bachelor of Business Studies from the University of Limerick in Ireland, is a Fellow of the Institute of Chartered Accountants in Ireland and has completed the Advanced Management Program at Harvard Business School. Committee Membership : Audit Committee 135 Table of Contents Rose Hynes, BCL, AITI, Lead Independent Director Appointed to the Board: July 2021 Nationality: Irish Skills and experience : Rose was a director of Total Produce from November 2006. Since January 2021 she Chair of the Irish Aviation Authority which is the Aviation Regulator for Ireland. Rose has over 30 years of experience as a Non-Executive Director, senior executive and a commercial lawyer. In 1988, she joined GPA Group plc, the aircraft leasing and financing company, and held a number of senior management positions, including General Counsel and Head of the Commercial Department. She is a former Non-Executive Director of a number of companies, including Bank of Ireland, Fyffes plc, Aer Lingus Group plc and a former Chair of Bord Gáis, Shannon Group plc, Eir and Origin Enterprises plc. She also brings strong public company and board leadership experience. Education: Rose is a lawyer and a University College Dublin law graduate. She is an Associate of the Irish Institute of Taxation and of the Chartered Institute of Arbitrators. She also holds a Diploma in Applied Finance from the Irish Management Institute. Committee Membership : Nomination and Corporate Governance Committee (Chair) Michael Meghen, BBS LLB, Appointed to the Board: July 2021 Nationality: Irish Skills and experience : Michael was appointed to the Board of Total Produce as a Non-Executive Director in July 2018 and was Chair of the Compensation Committee and a member of the Nomination Committee. For 25 years, he was a senior corporate partner in Arthur Cox, Ireland’s leading legal firm, in which he held a number of senior leadership roles and where he specialized in mergers and acquisitions. His years with Arthur Cox coincided with a period of transformational growth both in the home market and internationally for many Irish businesses, and he led a diverse range of mergers, acquisitions and disposals across various industry sectors, including manufacturing, IT, hotels, retailing and distribution. Michael also has experience in the negotiation and implementation of acquisitions, joint ventures and commercial contracts in Europe and the U.S. as well as in Central and South America. He was formerly a non-executive director of Mars Foods Ireland Limited. Michael also adds broad legal expertise regarding matters facing Dole to the Board. Education: Michael is a lawyer and holds degrees in business and in law from Trinity College Dublin. Committee Membership: Compensation Committee (Chair), Nomination and Corporate Governance Committee. Helen Nolan, B Comm, FCA, Appointed to the Board: July 2021 Nationality: Irish Skills and experience : Helen was appointed to the board of Total Produce as a Non-Executive Director in July 2019 and was a member of the Audit Committee. She has extensive experience in senior leadership roles across a variety of industries. As a senior executive at Bank of Ireland Group plc, she held the roles of Group Secretary (2009-2019) and Group Chief Internal Auditor (2003-2009). Prior to that, she held a number of senior finance roles in banking and life and pensions businesses, including Divisional Finance Officer for the Capital Markets Division of Bank of Ireland. Helen was appointed to the Board of Aviva Life and Pensions Ireland DAC in 2020 and was appointed Chair in 2024, and where she also chairs the Nomination Committee. She is a Director and Chair of the Audit Committee of Companjon Insurance DAC and previously held the role of Director at Our Lady's Hospice and Care Services DAC. She is also President of the Institute of Directors Ireland, where she chairs the Nominations Committee. She chaired the Audit Committee of the Irish Department of Agriculture for a number of years and brings valuable governance expertise as a Board member. 136 Table of Contents Education: Helen is a Fellow of the Institute of Chartered Accountants in Ireland, having trained with KPMG. She holds a Bachelor of Commerce degree from University College Dublin and completed the Columbia Senior Executive Program at Columbia Business School, New York. Committee Membership : Audit Committee Jimmy Tolan, B Comm, FCA, Appointed to the Board: July 2021 Nationality: Irish Skills and experience : Jimmy acted as an adviser to Total Produce on the initial investment in DFC Holdings in 2018 and served on the Board of Dole Food Company since 2018. Jimmy is currently Chair of Mater Private Network which is Ireland’s leading private hospital group. He has also served as Chair of a number of companies since 2015, including Carechoice which is a nursing home group and pharmacy group McCauley until its sale to Uniphar plc. Jimmy has over 30 years of experience in the fresh produce industry having joined Fyffes plc in 1990 where he led the Corporate Development function from 1995 until he was appointed Chief Executive Officer in 2006. In 2008, Jimmy was appointed Chief Executive Officer of VHI, Ireland’s largest health insurer and he subsequently led PwC Ireland’s healthcare advisory business between 2012 and 2014. Since 2015, Jimmy has been a non-executive chair of a number of organizations. He is a former chair of the Rehab Group, one of Ireland’s largest intellectual disability service providers. Jimmy brings governance and oversight expertise to the Board. Education: Jimmy holds a Bachelor of Commerce degree and a Diploma in Professional Accounting from University College Dublin and is a Fellow of the Institute of Chartered Accountants in Ireland. Committee Membership: Nomination and Corporate Governance Committee. Kevin Toland, FCMA, Appointed to the Board: July 2021 Nationality: Irish Skills and experience : Kevin was appointed to the board of Total Produce as a Non-Executive Director in 2015 and is Chair of the Audit Committee and a member of the Compensation Committee (prior Chair). With over 30 years of senior leadership experience in the Beverage, Food, Nutrition, Aviation and Retail sectors, Kevin is Chair of Ornua, Gas Networks Ireland and C and D Foods. He was Chief Executive Officer of Aryzta AG (2017 to 2020) and prior to this he was Chief Executive Officer of daa plc (2013 to 2017). Kevin has also held various positions with Glanbia plc, including Executive director of Glanbia plc, Chief Executive and President of Glanbia USA and Global Nutritionals and Group Development Director. He has also worked with Coca Cola in Russia and Ireland and with Diageo in Budapest and Ireland in various senior leadership roles. Kevin has also served as a director of the Irish Business and Employers Confederation, including as Chair of the Finance and Audit Committee. Kevin adds a proven record of executive leadership to the Board. Education: Kevin is a Fellow of the Chartered Institute of Management Accountants and holds a Diploma in Applied Finance from the Irish Management Institute. Committee Membership: Audit Committee (Chair), Compensation Committee. Committees of the Board of Directors We have established the following committees of our Board of Directors. Audit Committee The Board has a separately designated standing Audit Committee, established in accordance with Section 3(a)(58)(A) of the Exchange Act. The Audit Committee, among other things: • reviews the audit plans and findings of our independent registered public accounting firm and our internal audit and risk review staff, as well as the results of regulatory examinations, and tracks management’s corrective action plans where necessary; 137 Table of Contents • reviews our financial statements, including any significant financial items and/or changes in accounting policies, with our senior management and independent registered public accounting firm; • reviews our financial risk and control procedures, compliance programs and significant tax, legal and regulatory matters; and • has the sole discretion to annually appoint our independent registered public accounting firm, evaluate its independence and performance and set clear hiring policies for employees or former employees of the independent registered public accounting firm. The members of the Audit Committee are Kevin Toland (Chair), Imelda Hurley and Helen Nolan, all of whom meet the definition of “independent director” for purposes of serving on the audit committee under Rule 10A-3 of the Exchange Act and the NYSE corporate governance standards. Nomination and Corporate Governance Committee The Nomination and Corporate Governance Committee, among other things: • reviews the performance of our Board of Directors and makes recommendations to our Board of Directors regarding the selection of candidates, qualification and competency requirements for service on our Board of Directors and the suitability of proposed nominees as directors; • advises our Board of Directors with respect to the corporate governance principles applicable to us; • oversees the evaluation of our Board of Directors; • recommends guidelines or rules to cover specific categories of transactions; and • reviews and approves in advance any proposed related person transactions. The members of the Nomination and Corporate Governance Committee are Rose Hynes (Chair), Michael Meghen, and Jimmy Tolan. Compensation Committee The Compensation Committee, among other things: • reviews, modifies and approves (or if it deems appropriate, makes recommendations to the full Board of Directors regarding) our overall compensation strategy and policies; • reviews and approves the salaries, benefits and equity incentive grants of executive directors; • reviews and approves corporate goals and objectives relevant to executive officer compensation, evaluates executive officer performance in light of those goals and objectives, and determines executive officer compensation based on that evaluation; • reviews and approves the terms of any employment agreements, severance arrangements, change in control protections and any other compensatory arrangements for our executive officers; and • oversees our compensation and employee benefit plans. The members of the Compensation Committee are Michael Meghen (Chair), and Kevin Toland, both of whom are “non-employee” directors as defined in Rule 16b-3(b)(3) under the Exchange Act. Indemnification We maintain directors’ and officers’ liability insurance. Our Articles of Association include provisions indemnifying our directors and officers to the fullest extent permitted by law. We have entered into indemnification agreements with our directors to provide our directors and certain of their affiliated parties with additional indemnification and related rights. 138 Table of Contents Audit committee financial expert Our Board of Directors has determined that each member of the audit committee (Kevin Toland, Imelda Hurley and Helen Nolan) is financially literate, and our Board of Directors has determined that each audit committee member qualifies as an audit committee financial expert, and each is independent as defined under the NYSE listing standards. Corporate Governance Dole plc is a company organized under the laws of Ireland and qualifies as a foreign private issuer under the NYSE corporate governance rules. As a foreign private issuer, we are permitted to follow home-country practice in some circumstances in lieu of the provisions of the corporate governance rules contained in Section 303A of the NYSE Listed Company Manual that are applicable to U.S. companies. In addition, we must disclose any significant ways in which our corporate governance practices differ from those followed by U.S. companies listed on the NYSE. As a foreign private issuer, we are subject to different disclosure and other requirements than domestic U.S. registrants and non-emerging growth companies. For example, while we are electing to file the same periodic and current reports as a domestic U.S. registrant under the Exchange Act beginning with this Annual Report, we are not subject to the proxy rules applicable to domestic U.S. registrants under Section 14 of the Exchange Act or the short-swing profit rules applicable to domestic U.S. registrants under Section 16 of the Exchange Act. In addition, we may rely on exemptions from certain U.S. rules which permit us to follow Irish legal requirements rather than certain of the requirements that are applicable to U.S. domestic registrants. We follow Irish laws and regulations that are applicable to Irish companies. However, Irish laws and regulations applicable to Irish companies do not contain provisions directly comparable to the U.S. proxy rules and the U.S. rules relating to the filing of reports on Form 10-Q or 8-K. While we intend to follow it, foreign private issuers are also exempt from Regulation Fair Disclosure, aimed at preventing issuers from making selective disclosures of material information. As a result of the above, even though we are electing to file reports on Form 8-K applicable to a domestic U.S. registrant, the information disclosed that we have made in previous reports or will make in future reports may be limited to what is required to make public pursuant to Irish law, or are required to distribute to shareholders generally, and that is material to us, and thus you may not receive information of the same type or amount that is required to be disclosed to shareholders of a U.S. company. The Company currently intends to follow the corporate governance requirements of the NYSE rather than home country practice. However, the Company cannot make any assurances that it will continue to follow such corporate governance requirements in the future, and may therefore, in the future, rely on available exemptions that would allow the Company to follow its home country practice. Unlike the requirements of the NYSE, there are currently no mandatory corporate governance requirements in Ireland that would require the Company to: (i) have a majority of the Board of Directors be independent; (ii) establish a nominating/governance committee; or (iii) hold regular executive sessions where only independent directors may be present. Code of Ethics We have adopted a Code of Business Conduct and Ethics, which is posted on our website at https://www.doleplc.com/investor-relations/governance/governance-documents, that applies to all employees and each of our directors and officers, including our Chief Executive Officer and Chief Financial Officer. Written copies of the Code of Business Conduct and Ethics are available free of charge upon written request to us at the address on the first page of this Annual Report. If we make any substantive amendments to the code of ethics or grant any waivers, including any implicit waiver, from a provision of these codes to our Chief Executive Officer, Chief Financial Officer, we will disclose the nature of such amendment or waiver on our website. Insider Trading Policies The Company has adopted the Dole plc Insider Trading Policy which governs the purchase, sale and/or other disposition of the Company's securities by its directors, officers and employees that is reasonably designed to promote compliance with applicable insider trading laws, rules and regulations, as well as the NYSE listing standards. A copy of the Dole plc Insider Trading Policy is filed as Exhibit 19.1 to this Report. 139 Table of Contents Item 11. Executive Compensation. This section describes the remuneration of the executive directors of Dole plc, Carl McCann, Executive Chair; Rory Byrne, Chief Executive Officer; Johan Lindén, Chief Operating Officer; and Jacinta Devine, Chief Financial Officer (collectively referred to herein as our “named executive officers”). Objectives Our policy on the remuneration of our named executive officers is designed to ensure that employment and remuneration conditions for senior executives effectively reward, retain and motivate them to perform in the best interests of shareholders. Total Direct Pay Compensation Total direct pay in Dole plc for our named executive officers consists of three components: (1) basic pensionable salary, non-pensionable salary, as applicable, and director fees (together defined as “Fixed Salary”), (2) annual non-equity incentive awards, and (3) annual equity awards under the Dole plc 2021 Omnibus Incentive Compensation Plan (the “Omnibus Plan”). Following a review by the Compensation Committee and the information gathered by and advice received from FW Cook, the Compensation Committee approved the fiscal year 2025 compensation and benefits provided to our named executive officers as set forth in the table below. Annual non-equity incentive awards are determined based on the achievement of certain performance targets, a nd annual equity awards are granted under the Omnibus Plan. The table below reflects Fixed Salary with effect from January 1, 2025. Name Domestic Currency Fixed Salary Domestic Currency Annual Target Incentive Opportunity (% of Fixed Salary) Domestic Currency Annual Target Equity Award (% of Fixed Salary) Domestic Currency Carl McCann Euro € 875,752 (70%) € 613,026 (100%) € 875,752 Rory Byrne Euro € 834,364 (100%) € 834,364 (150%) € 1,251,546 Johan Lindén Euro € 802,659 (100%) € 802,659 (100%) € 802,659 Jacinta Devine Euro € 457,776 (75%) € 343,332 (75%) € 343,332 Our named executive officers are paid fees in respect of their director roles and responsibilities on the Board of Dole plc (“director fees”). These fees are commensurate with fees paid to non-employee directors of Dole plc and form part of their Fixed Salary. We do not have any written employment agreements with the named executive officers governing their duties and responsibilities as our executive directors. Compensation Committee Role The remuneration of our named executive officers is set by our Compensation Committee. In determining the terms and the amounts of our named executive officers’ compensation, our Compensation Committee primarily considers the types and amounts paid by the Group’s peer group companies to individuals in similar roles, the experience and performance of each executive and the amount needed to attract or retain, as applicable, a particular executive officer. The Compensation Committee also considers the objectives of the Group’s executive compensation program when determining the types and amount of compensation to be provided to our named executive officers. Benchmarking The Compensation Committee has retained the services of FW Cook, an independent executive compensation consulting firm, to review and advise on the Group’s executive compensation program, including the competitiveness of the Group’s executive compensation programs relative to comparable companies. FW Cook provides the Compensation Committee with relevant market data relating to each named executive officer’s position at Dole plc. 140 Table of Contents The Compensation Committee reviews the external pay data provided by FW Cook to understand the relevant labor markets in which Dole plc competes for executive talent. To this end, multiple data sources are considered to facilitate a broad understanding of market pay rates. These sources include a custom group of industry peer companies agreed in conjunction with FW Cook. The custom peer group includes U.S. companies in related industries that roughly approximate Dole plc in terms of size across a variety of metrics, including annual revenues, Adjusted EBITDA and capitalization. The custom peer group is shown below and comprises twenty companies in comparable industries and is subject to periodic review. B&G Foods Campbell Soup Casey’s General Stores Conagra Brands Darling Ingredients Flowers Foods Fresh Del Monte Produce Grocery Outlet Holding Ingredion J&J Snack Foods J.M. Smucker Lamb Weston Mission Produce Pilgrim’s Pride Post Seaboard Sprouts Farmers Market TreeHouse Foods United Natural Foods Weis Markets Fixed Salary Fixed Salaries of named executive officers are reviewed annually by the Compensation Committee with regard to personal performance, Group performance and competitive market remuneration levels. Fixed Salaries of our named executive officers fo r 2025 included an increase of 2% over fiscal year 2024 levels. Annual Incentive Plan Our named executive officers are eligible for annual non-equity incentive awards under the annual incentive plans in place in Dole. These awards, save in exceptional circumstances, are capped at 200% of an executive officer’s Fixed Salary. For 2025, the annual non-equity incentive awards for our named executive officers were determined based on the achievement of the approved Adjusted EBITDA performance budgetary goal for Dole under the Annual Incentive Plan (“the AIP”), and those awards are referred to hereafter as the “AIP awards”. 141 Table of Contents After determining the 2025 financial payout percentages, the Compensation Committee approved the following annual incentive cash payments. Amounts shown have, where relevant, been converted from euro into U.S. Dollars. Translations from euro into U.S. Dollars were made at the rate of €1.00 to $1.13121, being the average mid-rate for 2025. Name Target Incentive ($) Financial Performance Rating (%) Total Incentive Payment ($) Carl McCann 693,462 137.13% 950,967 Rory Byrne 943,841 137.13% 1,294,320 Johan Lindén 907,976 137.13% 1,245,138 Jacinta Devine 388,381 137.13% 532,999 One-Time Transaction Awards In 2023 the Compensation Committee introduced an incremental once off bonus opportunity that would apply to the successful completion of the Vegetables Transaction whereby the quantum of awards would be determined having regard to the level of cash generation, strategic benefit to the Group, complexity, effort and reduction in management time to a non-core activity. On completion of the Vegetables Transaction in 2025, Messrs. Byrne and Lindén received one time transaction cash awards equal to 100% of their Target AIP awards . Equity Compensation Arrangements Dole plc Employee Profit Sharing Scheme We maintain employee profit sharing schemes for our Irish and U.K. employees, including our non-U.S. based named executive officers, under which the scheme trustees purchase shares in the market on behalf of the relevant employees. The maximum purchase that may be made by the Dole plc Employee Profit Sharing Scheme on behalf of any employee in any year is capped at €12,700, a nd each of the executives is appropriated shares of Dole plc from the scheme trust on the basis that the shares are not subject to vesting conditions and the executives have the benefit of all rights to the shares, except that the shares cannot be sold within two years of being appropriated to the executives. In fiscal year 2025, a total of 2,777 ordinary shares in the Company were purchased by the trust at market value on behalf of the Messrs. McCann and Byrne and Ms. Devine under this scheme. Dole plc 2021 Omnibus Incentive Compensation Plan Long-term equity incentive awards assist us in recruiting and retaining individuals with ability and initiative by enabling such individuals to participate in our future success and aligning their interests with our interests and the interests of our shareholders. In consideration of the benefits of long-term equity incentive awards, we adopted the Omnibus Plan, which became effective upon the completion of the Transaction and provides for a broad range of award types that may be granted under the terms of the plan. 2025 Equity Awards Fiscal year 2025 long-term incentive awards for the named executive officers were delivered entirely in the form of Restricted Stock Units (“RSUs”), 50% of which are subject to a market condition (the “RSUs with a market condition”) and 50% of which are subject solely to time-based vesting (the “Time-Based RSUs”). For the RSUs with a market condition, the number of shares earned may range from 0% to 200% of the target number of RSUs with a market condition granted based on share price and relative Total Shareholder Return (“TSR”) for the performance cycle ending February 28, 2028. The Time-Based RSUs will vest 100% on February 28, 2028. 2023 Equity Awards Fiscal year 2023 long-term incentive awards for the named executive officers were delivered entirely in the form of Restricted Stock Units (“RSUs”), 50% of which are subject to a market condition (the “RSUs with a market condition”) and 50% of which are subject solely to time-based vesting, (the “Time-Based RSUs”). The Committee assessed the final outcome for the 2023 long-term incentive awards in January 2026 and determined that for the RSUs with a market condition granted based on share price for the performance cycle ending December 31, 2025, the performance against 142 Table of Contents targets has resulted in a 150% vesting level, and for the Time-Based RSUs, the three year cliff vesting period was satisfied on December 31, 2025 and such RSUs have therefore vested at 100%. Claw-Back Policies All awards granted under the Omnibus Plan are subject to the terms of any recoupment policy currently in effect or subsequently adopted by the Board of directors or the Compensation Committee to implement Section 304 of the Sarbanes-Oxley Act of 2002 or Section 10D of the Exchange Act or as the Board of directors or the Compensation Committee otherwise deem appropriate (or with any amendment or modification of such recoupment policy adopted by the Board or the Compensation Committee), to the extent that such award (whether or not previously exercised or settled) or the value of such award is required to be returned to the Company, pursuant to the terms of such recoupment policy. Further, subject to the terms of any recoupment policy, in the event the Company is required to prepare an accounting restatement of the Company’s financial statements due to the Company’s material non-compliance with any financial reporting requirement under the federal securities laws, the Company shall recover any amount that a participant receives that exceeds the amount that otherwise would have been received had the award, including the annual incentive plan award, been determined based on the restated financial statements. Severance and Change in Control Arrangements We have adopted a severance plan (the “Executive Severance Plan”) for our named executive officers, which was effective from the completion of the Transaction. Under the terms of the Executive Severance Plan, the named executive officers would be eligible for severance benefits upon certain terminations of employment in connection with a change in control and also for lesser severance benefits upon certain terminations of employment not in connection with a change in control. We further describe the severance and change in control arrangements provided under the Executive Severance Plan under the “Potential Payments Upon Termination or Change in Control” section below. Furthermore, if there is a takeover, merger or consolidation of us by, with or into another corporation or a sale of substantially all of our Ordinary shares (a “Corporate Transaction”) that results in a change in control (as defined in the Omnibus Plan), and the outstanding awards under the Omnibus Plan are not assumed by the surviving company (or its parent company) or replaced with economically equivalent awards granted by the surviving company (or its parent company), the Committee will cancel any outstanding awards that are not vested and non-forfeitable as of the consummation of such Corporate Transaction (unless the Committee accelerates the vesting of any such awards) and with respect to any vested and non-forfeitable awards, the Committee may either (i) allow all grantees to exercise options within a reasonable period prior to the consummation of the Corporate Transaction and cancel any outstanding options that remain unexercised upon consummation of the Corporate Transaction, or (ii) cancel any or all of such outstanding awards (including options) in exchange for a payment (in cash, or in securities or other property) in an amount equal to the amount that the grantee would have received (net of the exercise price with respect to any options) if the vested awards were settled or distributed or such vested options were exercised immediately prior to the consummation of the Corporate Transaction. If an exercise price of the option exceeds the amount payable per ordinary share in the Corporate Transaction and the option is not assumed or replaced by the surviving company (or its parent company), such options will be cancelled without any payment to the grantee. Potential Payments Upon Termination or Change in Control In the event a named executive officer experiences an involuntary termination of employment from the Company that constitutes a severance from employment as a direct result of a workforce reduction, elimination of operations or job elimination, subject to the executive’s execution of a release of claims, the executive will be eligible for severance equal to the sum of (i) two weeks of the executive’s weekly salary for each year of the executive’s service (pro-rated for partial years) and (ii) an additional number of weeks up to six weeks. The executive will not be entitled to the severance pay described above if the executive continues to be employed for any period of time after the scheduled date of his or her involuntary termination or is offered, but does not accept, a comparable position (as described in the Executive Severance Plan), with a successor or acquirer. 143 Table of Contents If the executive’s employment is terminated by the Company without “cause” or by the executive for “good reason” (as such terms are defined under the Executive Severance Plan) within twenty-four months following a “change in control” (as defined under the Executive Severance Plan), then the executive will be eligible to receive, subject to the executive’s execution of a release of claims and in lieu of the severance benefits described above (i) a payment equal to two times the sum of the executive’s base salary and target annual bonus, (ii) payment of a pro-rated annual bonus for the year in which the termination occurs, determined based on actual performance and (iii) twenty-four months’ continued participation in group health benefits or cash amounts in lieu thereof, as applicable. Any severance benefits payable to our named executive officers under the Executive Severance Plan shall be reduced (but not below $0.00 ) by amounts otherwise payable to such executive under any other severance plan or arrangement with or of the Company and also by the amount of any statutory severance. Summary Compensation Table (1) The table below summarizes the compensation attributable to each of our named executive officers for the years 2025 and 2024. All a mounts are shown in thousands. Name and Principal Position Year Fixed Salary ($) Bonus (2) ($) Stock Awards (3) ($) Stock Option Awards ($) Non-equity Incentive Plan Compensation (4) ($) All Other Compensation (5) ($) Total ($) Carl McCann 2025 991 — 1,158 — 951 — 3,100 Executive Chair, Dole plc 2024 929 — 999 — 986 — 2,914 Rory Byrne (6) 2025 1,082 1,181 1,655 — 1,294 210 5,422 Chief Executive Officer, Dole plc 2024 1,013 193 1,428 — 1,342 666 4,642 Johan Lindén 2025 908 908 1,062 — 1,245 187 4,310 Chief Operating Officer, Dole plc 2024 851 — 916 — 1,291 180 3,238 Jacinta Devine 2025 518 — 454 — 533 103 1,608 Chief Financial Officer, Dole plc 2024 486 — 392 — 552 97 1,527 (1) Amounts shown have, where relevant, been converted from euro into U.S. dollars. Translations from euro into U.S. dollars were made at the following rates: 2025: €1.00 to $1.13121 and 2024: €1.00 to $1.08192. These are the annual average mid rates for the respective periods as per the Dole Annual Financial Statements. (2) Amounts shown include one time transaction cash awards for Mr. Byrne of $943,841 and for Mr. Lindén of $907,976. (3) Amounts shown for 2025 and 2024 represent RSU awards granted under the Omnibus Plan. (4) Amounts shown represent the AIP awards payable to the executive directors based on the achievement of the applicable performance goals under the AIP. (5) Amounts shown represent the value of benefits paid by us, including all taxable expenses, health benefit payments, pension contributions and cash allowances in lieu of the prospective pension entitlements foregone. Specifically, for 2025: (i) for Mr. Byrne, the amount reflects $7,848 in motor expenses and $202,487 cash allowance in lieu of the pension entitlements foregone; (ii) for Mr. Lindén the amount reflects employer pension contributions of $72,638 and $108,011 cash in lieu of pension contributions and $6,337 for life assurance; (iii) for Ms. Devine, the amount reflects employer pension contributions of $103,568. (6) Amounts for Mr. Byrne include remuneration paid to his wife, who is an employee of a subsidiary of Dole. See “13. Certain Relationships and Related Transactions, and Director Independence.” 144 Table of Contents Outstanding Equity Awards at Fiscal Year End As of December 31, 2025, our named executive officers held the following beneficial interests in stock options or other equity or equity-based grants under the Omnibus Plan. Option Awards Stock Awards Name Number of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Options (#) Unexercisable (1) Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options Option Exercise Price ($) Option Expiration Date Number of Shares or Units of Stock that Have Not Vested (#)(1) Market Value of Shares or Units That Have Not Vested ($)(2) Equity Incentive Plan Awards: Number of Unearned Shares,Units or Other Rights That Have Not Vested (1) Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (2) Carl McCann 106,026 — — 16.00 07/29/2031 73,591 1,103,129 93,817 1,406,317 Rory Byrne 150,669 — — 16.00 07/29/2031 105,171 1,576,513 134,077 2,009,814 Johan Lindén 89,285 — — 16.00 07/29/2031 67,449 1,011,061 85,987 1,288,945 Jacinta Devine — — — — — 28,851 432,476 36,780 551,332 (1) The vesting schedule for all outstanding unvested stock and unexercised stock options is as follows: Grant Date Grant Type Vesting Schedule 07/30/2021 Stock Options 100% vested on July 30, 2024 03/06/2024 Time-Based RSUs 100% will vest on December 31, 2026 (40,452 for Mr. McCann, 57,811 for Mr. Byrne, 37,076 for Mr. Lindén, and 15,859 for Ms. Devine). 03/12/2025 Time-Based RSUs 100% will vest on February 28, 2028 (33,139 for Mr. McCann, 47,360 for Mr. Byrne, 30,373 for Mr. Lindén, and 12,992 for Ms. Devine). 03/06/2024 RSUs with a market condition Subject to satisfaction of performance conditions, will vest on December 31, 2026 (60,678 for Mr. McCann, 86,717 for Mr. Byrne, 55,614 for Mr. Lindén, and 23,788 for Ms. Devine). 03/12/2025 RSUs with a market condition Subject to satisfaction of performance conditions, will vest on February 28, 2028 (33,139 for Mr. McCann, 47,360 for Mr. Byrne, 30,373 for Mr. Lindén, and 12,992 for Ms. Devine). (2) The market value of unearned shares is based on the December 31, 2025 closing share price of $14.99. The market value of unearned RSUs with a market condition assumes payout as assessed with a performance period ending December 31, 2025. Pension, Retirement, Nonqualified Deferred Compensation or Similar Benefits Mr. McCann and Mr. Byrne have agreed to cap their pension entitlements in line with the provisions of the Irish Finance Acts 2006 and 2011, and where applicable, receive a supplementary, taxable, non-pensionable cash allowance or a contribution to a defined contribution scheme in lieu of prospective pension entitlements. The actual cash allowances or contributions to a defined contribution scheme in lieu of the prospective pension entitlements foregone for 2025 was $202,487 for Mr. Byrne. No payments were made to Mr. McCann for 2025. For 2025, Mr. Lindén is eligible to participate in a defined contribution scheme, and the cash contributions paid into this scheme for Mr. Lindén in 2025 were $72,638. Mr. Lindén also received $108,011 cash in lieu of pension contributions. Ms. Devine is eligible to participate in a defined contribution scheme, and the cash contributions paid into this scheme for Ms. Devine in 2025 were $103,568. NON-EMPLOYEE DIRECTOR COMPENSATION We use a combination of cash and equity-based compensation to attract and retain qualified non-employee candidates to serve on the Board of directors. In setting non-employee director compensation, we consider the significant amount of time that directors expend in fulfilling their duties, as well as the skill sets each non-employee director brings as a member of the Board of directors. 145 Table of Contents Specifically, commencing with the completion of the Transaction, and having taken into account the information gathered from the compensation review and the advice received from FW Cook, each non-employee director member of the Dole plc board of directors is entitled to receive an annual cash retainer of $88,434 and an annual award of restricted stock units with a grant date value of $88,434, which vests in full on the one-year anniversary of the grant date. In addition, each committee chair also receives an annual cash retainer of $10,404. With the exception of travel expenses, non-employee directors are not eligible for pension benefits, non-qualified deferred compensation or any other cash, equity award or other benefit or fringe benefit. The following table presents the individual compensation and benefits provided to our non-employee directors during the fiscal years ended December 31, 2025 and December 31, 2024 and is shown in U.S. dollars and thousands: Name Year Fees Earned in Cash (1)($) Stock Awards (2) ($) Total Fees ($) Timothy George 2025 2024 34 87 0 87 34 174 Imelda Hurley 2025 2024 88 87 88 87 176 174 Rose Hynes 2025 2024 99 97 88 87 187 184 Michael Meghen 2025 2024 99 97 88 87 187 184 Helen Nolan 2025 2024 88 87 88 87 176 174 Jimmy Tolan 2025 2024 88 87 88 87 176 174 Kevin Toland 2025 2024 99 97 88 87 187 184 (1) All amounts shown are in U.S. dollars. Fees for Mr. George in 2025 are up to his date of resignation as a director on May 21, 2025. (2) All stock awards listed above represent the annual award of Time-Based RSUs granted to the non-employee directors. They vest 100% on the first anniversary of the date of grant. The Time-Based RSUs granted in 2024 vested on June 2, 2025 and the Time-Based RSUs granted in 2025 will vest on May 21, 2026. The Time-Based RSUs awarded are entitled to cash dividend equivalents. Compensation Committee Interlocks and Insider Participation None of the members of the Compensation Committee is currently, or has been at any time, one of the Company’s officers or employees. None of the Company’s executive officers currently serves, or has served during the last year, as a member of the Board of Directors or compensation committee of any entity that has one or more executive officers serving as a member of the Company’s Board of Directors or compensation committee. 146 Table of Contents Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. Beneficial Ownership Table The following table sets forth the number and percentage of outstanding Ordinary shares beneficially owned by each person, or group of persons, known by us based on publicly available information as of February 25, 2026, to own beneficially more than five percent of our ordinary shares, each of our directors, each of our named executive officers and all directors and executive officers as a group. Ordinary Shares (#) Ordinary Shares (%) Stock Options (#) (4) (5) Time-Based RSUs (#) (5) RSUs with a market condition (#) (5) Pale Fire Capital SE (1) 9,372,776 9.80 % N/A N/A N/A Scott Limited (2) 7,299,275 7.70 % N/A N/A N/A Victory Capital Management Inc. (3) 4,987,681 5.20 % N/A N/A N/A Carl McCann 818,875 0.86 % 106,026 73,591 93,817 Rory Byrne 528,291 0.56 % 150,669 105,171 134,077 Johan Lindén 186,254 0.20 % 89,285 67,449 85,987 Jacinta Devine 54,913 0.06 % — 28,851 36,780 Imelda Hurley 13,521 0.01 % — 6,197 — Rose Hynes 21,063 0.02 % — 6,197 — Michael Meghen 17,086 0.02 % — 6,197 — Helen Nolan 20,647 0.02 % — 6,197 — Jimmy Tolan 23,760 0.02 % — 6,197 — Kevin Toland 27,947 0.03 % — 6,197 — Total 23,372,089 24.50 % 345,980 312,244 350,661 (1) The number of shares beneficially owned is based on information set forth in a Schedule 13F of Pale Fire Capital SE ("Pale Fire Capital"), filed with the SEC on February 13, 2026. The filing indicated that Pale Fire Capital held 9,372,776 Ordinary shares as of December 31, 2025. (2) Consists of 7,299,275 Ordinary shares held directly by Scott Limited. Balkan Investment Unlimited Company (“BIUC”) is the sole shareholder of Scott Limited. As such, it may be deemed to beneficially own the Ordinary shares that Scott Limited owns. Mary McCann has indirect voting and dispositive power over the shares held by BIUC and related parties in Dole plc. Carl McCann is one of the sons of Mrs. McCann. (3) The number of shares beneficially owned is based on information set forth in a Schedule 13F of Victory Capital Management Inc. (“Victory Capital Management”) filed with the SEC on February 13, 2026. The filing indicated that Victory Capital Management held 4,987,681 Ordinary shares as of December 31, 2025. (4) All stock options listed in the table above have an exercise price of $16.00 per share and an expiration date of July 29, 2031. (5) The vesting schedule for all outstanding unvested stock and stock options listed in the table above is as follows: Grant Date Grant Type Vesting Schedule 07/30/2021 Stock Options 100% will vest on July 30, 2024 03/06/2024 Time-Based RSUs 100% will vest on December 31, 2026 03/12/2025 Time-Based RSUs 100% will vest on February 28, 2028 05/21/2025 Time-Based RSUs 100% will vest on May 21, 2026 03/06/2024 RSUs with a market condition Subject to satisfaction of performance conditions, will vest on December 31, 2026 03/12/2025 RSUs with a market condition Subject to satisfaction of performance conditions, will vest on February 28, 2028 Please see “Item 11. Executive Compensation - Potential Payments Upon Termination or Change in Control” for information regarding change in control arrangements. Stock Ownership Guidelines We recognize the importance of aligning our executive officers interests with those of our shareholders through the building of executive shareholdings in the Company. Dole plc has adopted shareholding guidelines, whereby our named executive officers will be required, under normal circumstances, to acquire a holding of shares in Dole plc equal to 100% of their Fixed Salary, typically over a five-year period, commencing on the date of their appointment to the Board. As of December 31, 2025, all of our named executive officers had satisfied the required shareholding threshold. 147 Table of Contents Equity Compensation Plan Information As discussed in greater detail in “Item 11. Executive Compensation” , the Company’s primary stock-based compensation plan is the 2021 Omnibus Incentive Plan, under which to date, share options and two different types of RSUs have been issued. The following includes information about our Ordinary shares that may be issued under all of our share options and RSUs as of December 31, 2025. Plan category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights 2 Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (a) (b) (c) Equity compensation plans approved by security holders 1 1,425,685 $ 14.45 5,389,061 Equity compensation plans not approved by security holders — — — Total 1,425,685 $ 14.45 5,389,061 1. Equity compensation plans approved by security holders include the Company’s 2021 Omnibus Incentive Plan. 2. Included in the number of securities are 555,306 RSUs and 417,675 RSUs with a market condition that do not have an exercise price. Item 13. Certain Relationships and Related Transactions, and Director Independence. Certain Relationships and Related Party Transactions Other than as described under “Item 11. Executive Compensation” or below, there have not been, nor are there any currently proposed, transactions or series of similar transactions meeting these criteria to which we have been or will be a party. The C&C Parties which held Ordinary shares following the IPO and the Merger were entitled to certain registration rights pursuant to a registration rights agreement (the “Registration Rights Agreement”) entered into concurrently with the consummation of the Transaction. Pursuant to the Registration Rights Agreement, the C&C Parties were entitled to make long form and short form demands, subject to the conditions therein. On September 5, 2025, C&C Parties sold all of their Ordinary shares subject to the Registration Rights Agreement. The rights pursuant to the Registration Rights Agreement have ceased. Our Articles of Association provide that we will indemnify our directors and officers to the fullest extent permitted by law. See “Indemnification” in “ Item 10. Directors, Executive Officers and Corporate Governance” for further detail. During the normal course of business, Dole has sales to and purchases from unconsolidated affiliates. Refer to Note 22 “Investments in Unconsolidated Affiliates” in the consolidated financial statements included in “Item 8. Financial Statements and Supplementary Data” . The Company through two of its subsidiaries currently leases a number of properties for use in its normal trading activities from Balmoral International Land Holdings plc (“Balmoral”). Balmoral is a related party to the Company because Mr. McCann, the Company’s Executive Chairman, is also the Chair of the Board of Balmoral. The total net expense of all arrangements with Balmoral for each of the three years ended December 31, 2025, December 31, 2024 and December 31, 2023 is set out in Note 20 “Related Party Transactions” in the consolidated financial statements included in “Item 8. Financial Statements and Supplementary Data” . 148 Table of Contents An entity affiliated with Pale Fire SE, a beneficial owner of more than 5% of the Company’s ordinary shares, currently leases a property from a subsidiary of the Company. The income from this transaction is set out in Note 20 “Related Party Transactions” in the consolidated financial statements included in “Item 8. Financial Statements and Supplementary Data” . For further discussion on other significant related party transactions we entered into during the years ended December 31, 2025, December 31, 2024 and December 31, 2023, see Note 20 “Related Party Transactions” in the consolidated financial statements included in “Item 8. Financial Statements and Supplementary Data” . Natalia Martinez, the spouse of Mr. Byrne, the Company’s Chief Executive Officer, is the Finance Director of EurobananCanarias S.A., one of the Company’s subsidiaries. Ms. Martinez has been an employee of the Group since 1994. Ms. Martinez’s total compensation is commensurate with the amounts paid to similarly situated employees. David McCann, the brother of the Company’s Executive Chair Mr. Carl McCann, serves as an advisor to the Company through services rendered to Dole Management Services Limited, one of the Company’s subsidiaries. Mr. David McCann’s total compensation is commensurate with the amounts paid to similarly situated employees. Policies and Procedures for Related Person Transactions Our Board of Directors has adopted a written related person transaction policy that sets forth certain policies and procedures for the review and approval or ratification of related person transactions, which comprise any transaction, arrangement or relationship in which Dole plc or any of its subsidiaries was, is or will be a participant, the amount of which involved exceeds $120,000, and in which any related person had, has or will have a direct or indirect material interest. A “related person” for purposes of such policy includes: (i) any person who is, or at any time during the applicable period was, one of our executive officers or one of the directors; (ii) any person who is known by us to be the beneficial owner of more than 5% of the Ordinary shares; (iii) any immediate family member of any of the foregoing persons (which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law) of a director, executive officer or a beneficial owner of more than 5% of our voting stock and any person (other than a tenant or employee) sharing the household of such director, executive officer or beneficial owner of more than 5% of the Ordinary shares; and (iv) any firm, corporation or other entity in which any of the foregoing persons is a partner or principal or in a similar position or in which such person has a 10% or greater beneficial ownership interest. It is the Company’s policy to enter into Related Person Transactions only when the Board of Directors, acting through the Nomination and Corporate Governance Committee, conducts a reasonable prior review and approves or ratifies such transaction in accordance with the procedures set forth in the policy. Director Independence As a foreign private issuer, under the listing requirements and rules of the NYSE, we are not required to have independent directors on our Board of Directors, except that our audit committee is required to consist fully of independent directors, subject to certain phase-in schedules. Our Board of Directors has determined that each of Imelda Hurley, Rose Hynes, Michael Meghen, Helen Nolan, Jimmy Tolan and Kevin Toland do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of director and that each of these directors is “independent” as defined under NYSE rules. We intend to comply with the director independence rules generally applicable to U.S. domestic companies listed on the NYSE. We may in the future decide to use the foreign private issuer exemption with respect to some or all of the NYSE corporate governance rules. None of our directors have any service contracts with the Company or its subsidiaries; however, our executive directors have employment relationships that provide benefits on termination of employment, as described further in “ Item 11. Executive Compensation. ” 149 Table of Contents Item 14. Principal Accountant Fees and Services Our principal accountant for the years ended December 31, 2025 and December 31, 2024 was KPMG. We incurred the following fees from KPMG for professional services for the years ended December 31, 2025 and December 31, 2024: December 31, 2025 December 31, 2024 Principal Accountant fees: (U.S. Dollars in thousands) Audit fees $ 10,353 $ 9,768 Tax fees 400 386 Audit-related fees 50 1 All other fees — 117 Total fees $ 10,803 $ 10,272 “Audit fees” are the aggregate fees earned by KPMG for the audit of our consolidated annual financial statements, reviews of interim financial statements and attestation services that are provided in connection with statutory and regulatory filings or engagements. “Tax fees” are the aggregate fees charged by KPMG for professional services rendered for tax compliance activities. “Audit-related fees” are fees charged by KPMG for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit fees.” This category comprises fees for agreed-upon procedures engagements and other attestation services subject to regulatory requirements. “All other fees” are fees billed in each of the last two fiscal years for products and services provided by KPMG, other than the services reported in the aforementioned categories in this section. Audit Committee’s Pre-Approval Policies and Procedures Our Audit Committee nominates and engages our independent registered public accounting firm to audit our consolidated financial statements. Our Audit Committee has a policy requiring management to obtain the Audit Committee’s approval before engaging our independent registered public accounting firm to provide any other audit or permitted non-audit services to us or our subsidiaries. Pursuant to this policy, which is designed to ensure that such engagements do not impair the independence of our independent registered public accounting firm, the Audit Committee reviews and pre-approves (if appropriate) specific audit and non-audit services in the categories of Audit Services, Audit-Related Services, Tax Services and any other services that may be performed by our independent registered public accounting firm. During the year ended December 31, 2025, all audit and non-audit services provided by our independent registered public accounting firm were pre-approved in accordance with such policies and procedures. 150 Table of Contents PART IV Item 15. Exhibits and Financial Statement Schedules Consolidated Statements and Other Financial Information. Refer to “ Item 8. Financial Statements and Supplementary Data ” for our Consolidated Financial Statements as of December 31, 2025 and December 31, 2024 and for the years ended December 31, 2025, December 31, 2024 and December 31, 2023 and reports of our independent registered public accounting firm. Consolidated Financial Statements Reports of Independent Public Accounting Firm Consolidated Balance Sheets as of December 31, 2025 and December 31, 2024 Consolidated Statements of Operations for the Years ended December 31, 2025, December 31, 2024 and December 31, 2023 Consolidated Statements of Comprehensive Income (Loss) for the Years ended December 31, 2025, December 31, 2024 and December 31, 2023 Consolidated Statements of Cash Flows for the Years ended December 31, 2025, December 31, 2024 and December 31, 2023 Consolidated Statements of Stockholders’ Equity for the Years ended December 31, 2025, December 31, 2024 and December 31, 2023 Notes to the Consolidated Financial Statements Supplemental Financial Statement Schedule All schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto. Exhibits EXHIBIT INDEX Exhibit No. Description 3.1 Memorandum and Articles of Association of Dole plc (incorporated by reference to Exhibit 3.1 to the Registrant’s Form F-1/A (File No. 333-257621), filed with the Securities and Exchange Commission on July 19, 2021) 4.1 Description of Rights of Securities Registered under Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Registration Statement on Form 8-A (File No. 333-257621) that was filed on July 29, 2021 by Dole plc ) 10.1 Credit Agreement, dated as of March 26, 2021, among Total Produce plc, the lenders from time to time party thereto and Coöperatieve Rabobank U.A., New York Branch, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Form F-1/A (File No. 333-257621), filed with the Securities and Exchange Commission on July 19, 2021) 10.2 Transaction Agreement, dated February 16, 2021, among Total Produce plc, Total Produce USA Holdings Inc., Dole plc (formerly known as Pearmill Limited), TP-Dole Merger Sub, LLC, DFC Holdings, LLC, The Murdock Group, LLC, Castle & Cooke Holdings, Inc. and Dolicious Corporation (incorporated by reference to Exhibit 10.9 to the Registrant’s Form F-1/A (File No. 333-257621), filed with the Securities and Exchange Commission on July 19, 2021) 10.3 Amendment No. 1 to Transaction Agreement, dated April 23, 2021, among Total Produce plc, Total Produce USA Holdings Inc., Dole plc (formerly known as Dole Limited and Pearmill Limited), TP-Dole Merger Sub, LLC, DFC Holdings, LLC, The Murdock Group, LLC, Castle & Cooke Holdings, Inc. and Dolicious Corporation (incorporated by reference to Exhibit 10.10 to the Registrant’s Form F-1/A (File No. 333-257621), filed with the Securities and Exchange Commission on July 19, 2021) 151 Table of Contents 10.4 Registration Rights Agreement, dated August 3, 2021, among Dole plc and The Murdock Group, LLC, Castle & Cooke Holdings, Inc. (incorporated by reference to Exhibit 4.4 to the Registrant's Form 20-F (File No. 001-40695), filed with the Securities and Exchange Commission on March 22, 2022) 10.5 † Dole plc 2021 Omnibus Compensation Incentive Plan (incorporated by reference to Exhibit 10.11 to the Registrant’s Form F-1/A (File No. 333-257621), filed with the Securities and Exchange Commission on July 19, 2021) 10.6 † Form of Dole plc 2021 Omnibus Incentive Compensation Plan Restricted Stock Unit Award Agreement for Named Executive Officers (incorporated by reference to Exhibit 10.12 to the Registrant’s Form F-1/A (File No. 333-257621), filed with the Securities and Exchange Commission on July 19, 2021) 10.7 † Form of Dole plc 2021 Omnibus Incentive Compensation Plan Stock Option Agreement for Named Executive Officers (incorporated by reference to Exhibit 10.13 to the Registrant’s Form F-1/A (File No. 333-257621), filed with the Securities and Exchange Commission on July 19, 2021) 10.8 † Form of Dole plc 2021 Omnibus Incentive Compensation Plan Restricted Stock Unit Award Agreement for Non-Employee Director (incorporated by reference to Exhibit 10.14 to the Registrant’s Form F-1/A (File No. 333-257621), filed with the Securities and Exchange Commission on July 19, 2021) 10.9 † Dole plc Executive Severance Plan (incorporated by reference to Exhibit 10.19 to the Registrant’s Form F-1/A (File No. 333-257621), filed with the Securities and Exchange Commission on July 19, 2021) 10.10 † Form of Indemnification Agreement between Dole and each of its executive officers and Directors dated as of July 18, 2021 (incorporated by reference to Exhibit 10.15 to the Registrant’s Form F-1/A (File No. 333-257621), filed with the Securities and Exchange Commission on July 19, 2021) 10.11 † Offer Letter between Dole Food Company, Inc and Johan Lindén, dated July 8, 2015 (incorporated by reference to Exhibit 10.17 to the Registrant’s Form F-1/A (File No. 333-257621), filed with the Securities and Exchange Commission on July 19, 2021) 10.12 † Retention Agreement between Dole Food Company, Inc. and Johan Lindén, dated June 14, 2018 (incorporated by reference to Exhibit 10.18 to the Registrant’s Form F-1/A (File No. 333-257621), filed with the Securities and Exchange Commission on July 19, 2021) 10.13 Amendment No. 6, dated May 23, 2024 to Credit Agreement dated as of March 26, 2021, among Total Produce plc, the lenders from time to time party thereto and Coöperatieve Rabobank U.A., New York Branch, as administrative agent and collateral agent (incorporated by reference to Exhibit 4.13 to the Registrant’s Form 20-F (File No. 001-40695), filed with the Securities and Exchange Commission on March 11, 2025) 10.14 Amended and Restated Credit Agreement dated as of May 1, 2025, among Dole plc, the lenders from time to time party thereto, Coöperatieve Rabobank U.A., New York Branch, as administrative agent and collateral agent and AgFirst Farm Credit Bank, as farm credit administrative agent (incorporated by reference to Exhibit 99.1 to the Registrant’s Form 6-K (File No. 001-04695), filed with the Securities and Exchange Commission on May 1, 2025) 19.1 Insider Trading Policy (incorporated by reference to Exhibit 1 1.1 to the Registrant’s Form 20-F (File No. 001-40695), filed with the Securities and Exchange Commission on March 11, 2025) 21.1 List of Significant Subsidiaries (incorporated by reference to Exhibit 22.1 to the Registrant’s Form F-1 (File No. 333-257621), filed with the Securities and Exchange Commission on July 2, 2021 ) . 23.1 * Consent of Independent Registered Public Accounting Firm 31.1 * Certification by Chief Executive Officer Pursuant to Section 302 of Sarbanes-Oxley Act of 2002 31.2 * Certification by Chief Financial Officer Pursuant to Section 302 of Sarbanes-Oxley Act of 2002 32.1 * Certification by Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2 * Certification by Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 97.1 Executive Officer Clawback-Policy (incorporated by reference to Exhibit 97.1 to the Registrant's Form 20-F (File No. 001-40695), filed with the Securities and Exchange Commission on March 28, 2024) 152 Table of Contents 101.INS * Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document 101.SCH * Inline XBRL Schema Document 101.CAL * Inline XBRL Calculation Linkbase Document 101.DEF * Inline XBRL Definition Linkbase Document 101.LAB * Inline XBRL Label Linkbase Document 101.PRE * Inline XBRL Presentation Linkbase Document 104 * Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). * Filed herewith. † Management contract or compensatory plan or arrangement. Item 16. Form 10-K Summary Not applicable. 153 Table of Contents DOLE PLC SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: March 2, 2026 DOLE PLC (Registrant) By: /s/ Rory Byrne Rory Byrne Chief Executive Officer (Principal Executive Officer) Date: March 2, 2026 DOLE PLC (Registrant) By: /s/ Jacinta Devine Jacinta Devine Chief Financial Officer (Principal Financial Officer) 154 Table of Contents Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated below on the 2nd day of March, 2026: By: /s/ Rory Byrne Rory Byrne Chief Executive Officer (Principal Executive Officer) By: /s/ Jacinta Devine Jacinta Devine Chief Financial Officer (Principal Financial & Accounting Officer) By: /s/ Johan Linden Johan Linden Chief Operating Officer (Principal Operating Officer) By: /s/ Carl McCann Carl McCann Executive Chairman By: /s/ Imelda Hurley Imelda Hurley Director By: /s/ Rose Hynes Rose Hynes Director By: /s/ Michael Meghan Michael Meghan Director By: /s/ Helen Nolan Helen Nolan Director By: /s/ Jimmy Tolan Jimmy Tolan Director By: /s/ Kevin Toland Kevin Toland Director 155