Bunge Global 10-Q 2025-03-31

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

For the quarterly period ended March 31, 2025

OR

For the transition period from to

Commission File Number 000-56607

BUNGE GLOBAL SA

(Exact name of registrant as specified in its charter)

(314) 292-2000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act. Yes ☐ No ý

As of May 5, 2025, the number of registered shares outstanding of the registrant was:

Registered shares, par value $.01 per share:134,404,972

BUNGE GLOBAL SA

TABLE OF CONTENTS

PART I — FINANCIAL INFORMATION

BUNGE GLOBAL SA AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)

(Unaudited)

(U.S. dollars in millions, except per share data)

The accompanying notes are an integral part of these condensed consolidated financial statements.

BUNGE GLOBAL SA AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)

(U.S. dollars in millions)

The accompanying notes are an integral part of these condensed consolidated financial statements.

BUNGE GLOBAL SA AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(U.S. dollars in millions, except share data)

Showing the first 8K of 156K characters. Open the full section

First Quarter 2025 Overview

You should refer to "Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations - Factors Affecting Operating Results" in our Annual Report on Form 10-K for the year ended December 31, 2024, for a discussion of key factors affecting operating results in each of our business segments. In addition, you should refer to "Item 9A, Controls and Procedures" in our Annual Report on Form 10-K for the year ended December 31, 2024, and to "Item 4, Controls and Procedures" in this Quarterly Report on Form 10-Q for the period ended March 31, 2025, for a discussion of our internal controls over financial reporting.

Non-U.S. GAAP Financial Measures

Total earnings before interest and taxes ("EBIT") is an operating performance measure used by Bunge’s management to evaluate reportable segment operating activities as well as Corporate and Other results. Bunge also uses Segment EBIT, Corporate and Other EBIT, and Total EBIT to evaluate the operating performance of Bunge’s reportable segments and Total reportable segments together with Corporate and Other activities. Segment EBIT is the aggregate of the EBIT of each of Bunge’s Agribusiness, Refined and Specialty Oils, and Milling reportable segments. Total EBIT is the aggregate of the EBIT of Bunge’s reportable segments, together with Corporate and Other activities. Bunge’s management believes Segment EBIT, Corporate and Other EBIT, and Total EBIT are useful measures of operating profitability since the measures allow for an evaluation of performance without regard to financing methods or capital structure. In addition, EBIT is a financial measure that is widely used by analysts and investors in Bunge’s industry. Total EBIT is a non-U.S. GAAP financial measure and is not intended to replace Net income (loss) attributable to Bunge shareholders, the most directly comparable U.S. GAAP financial measure. Further, Total EBIT excludes EBIT attributable to noncontrolling interests and is not a measure of consolidated operating results under U.S. GAAP and should not be considered as an alternative to Net income (loss) or any other measure of consolidated operating results under U.S. GAAP. See the reconciliation of Net income (loss) attributable to Bunge shareholders to Total EBIT below.

Executive Summary

Net Income (Loss) Attributable to Bunge Shareholders - For the three months ended March 31, 2025, Net income attributable to Bunge shareholders was $201 million, a decrease of $43 million compared to $244 million, for the three months ended March 31, 2024. The decrease for the three months ended March 31, 2025, was primarily due to lower Segment EBIT, as further discussed in the Segment Overview & Results of Operations section below, partially offset by lower income tax expense as discussed further below and higher Corporate and Other EBIT, as further discussed in the Segment Overview & Results of Operations section below.

Earnings Per Share - Diluted - For the three months ended March 31, 2025, Net income attributable to Bunge shareholders - diluted, was $1.48 per share, a decrease of $0.20 per share, compared to $1.68 per share for the three months ended March 31, 2024.

Total EBIT - For the three months ended March 31, 2025, Total EBIT was $328 million, a decrease of $105 million compared to $433 million for the three months ended March 31, 2024. The decrease in Total EBIT for the three months ended March 31, 2025, was primarily due to lower Segment EBIT, resulting primarily from lower gross profit in our Refined and Specialty Oils segment, as further discussed in the Segment Overview & Results of Operations section below, partially offset by higher Corporate and Other EBIT, resulting from lower SG&A expense, as further discussed in the Segment Overview & Results of Operations section below.

Income Tax (Expense) Benefit - Income tax expense was $80 million for the three months ended March 31, 2025 compared to $117 million for the three months ended March 31, 2024. The decrease for the three months ended March 31, 2025 was primarily due to lower pre-tax income in 2025 and unfavorable adjustments related to foreign currency fluctuations in South America in 2024.

Liquidity and Capital Resources – At March 31, 2025, working capital, which equals Total current assets less Total current liabilities, was $8,838 million, an increase of $527 million, compared to working capital of $8,311 million at March 31, 2024, and an increase of $315 million, compared to working capital of $8,523 million at December 31, 2024. The increase in working capital at March 31, 2025, compared to March 31, 2024, was primarily due to lower Trade accounts payable, and higher Inventories and Cash and cash equivalents, partially offset by higher Current portion of long-term debt. The increase in working capital at March 31, 2025, compared to December 31, 2024, was primarily due to higher

Inventories partially offset by higher Trade accounts payable balances, as further discussed in Liquidity and Capital Resources section below.

Segment Overview & Results of Operations

Effective January 1, 2025, Bunge is no longer separately presenting a Sugar & Bioenergy segment, as discussed in Note 19 - Segment Information to our condensed consolidated financial statements*,* nor presenting Core and Non-core segment results. Corresponding prior period amounts have been restated to conform to current period presentation.

Therefore, our operations are now organized, managed and classified into three reportable segments based upon their similar economic characteristics, nature of products and services offered, production processes, types and classes of customer, and distribution methods. Reportable operations comprise our Agribusiness, Refined and Specialty Oils, and Milling reportable segments.

Our remaining operations are not reportable segments, as defined by the applicable accounting standard, and are classified as Corporate and Other. Corporate and Other includes salaries and overhead for corporate functions, including acquisition and integration costs related to the Viterra Acquisition, that are not allocated to our individual reportable segments because the operating performance of each reportable segment is evaluated by the Company's chief operating decision maker exclusive of these items, as well as certain other activities including Bunge Ventures, the Company's captive insurance activities, accounts receivable securitization activities, and certain income tax assets and liabilities. Corporate and Other also includes historical results of Bunge's previously recognized Sugar & Bioenergy segment as discussed above.

A reconciliation of Net income (loss) attributable to Bunge shareholders to Total EBIT follows:

Reportable Segments

Agribusiness Segment

Three Months Ended March 31, 2025 Compared to Three Months Ended March 31, 2024

Agribusiness segment Net sales decreased 16%, to $8,161 million for the three months ended March 31, 2025. The net decrease was primarily due to the following:

*•*In Processing, Net sales decreased 17%, primarily due to lower average sales prices experienced in all regions except for our Europe softseed businesses driven by relative price stabilization due to a more balanced supply and demand environment, in addition to lower volumes in North America due to a more balanced supply environment and Europe softseed businesses due less supply in the current year as a result of drought conditions in the region. The above decreases were partially offset by higher volumes primarily driven from our global soybean oilseed processing and South America businesses due to increased demand from China.

• In Merchandising, Net sales decreased 15%, primarily due to lower volumes and average sales prices in our global wheat business driven by decreased demand from China. Net sales were also down in our ocean freight business due to lower prices and continued stabilizing demand. This decrease was partially offset by an increase in volumes in our global oils business due to higher demand in Asia.

Cost of goods sold decreased 15%, to $7,858 million for the three months ended March 31, 2025. The net decrease was primarily due to the following:

• In Processing, Cost of goods sold decreased 17%, primarily due to lower Net sales and favorable mark-to-market results in the current period compared to significant unfavorable mark-to-market results in the prior period.

• In Merchandising, Cost of goods sold decreased 13%, primarily due to lower Net sales. The decrease was partially offset by unfavorable mark-to-market results in the current period.

Foreign exchange (losses) gains - net increased 147% to a gain of $29 million for the three months ended March 31, 2025. The net gain in the current year was the result of gains in our Processing business, primarily due to the impact of a weaker U.S. dollar on U.S. dollar-denominated loans payable in non-U.S. dollar functional currency operations.

Segment EBIT decreased 3%, to $270 million for the three months ended March 31, 2025. The net decrease was primarily due to the following:

• In Processing, an increase of 29% was primarily due to favorable foreign exchange results, as described above, partially offset by lower Gross profit, particularly in our Europe softseed businesses as a result of drought conditions in the region coupled with unfavorable mark-to-market results.

• In Merchandising, a decrease of 62% was primarily due to lower Gross profit, driven by decreased results in ocean freight, as described above, and in the global oil business due to unfavorable mark-to-market results.

Refined and Specialty Oils Segment

Three Months Ended March 31, 2025 Compared to Three Months Ended March 31, 2024

Refined and Specialty Oils segment Net sales decreased 5%, to $3,092 million for the three months ended March 31, 2025. The decrease was primarily due to lower sales prices and volumes in North America, driven by a more balanced supply and demand environment, partially offset by higher sales prices in certain products in Europe and Asia due to higher demand.

Cost of goods sold decreased 1%, to $2,855 million for the three months ended March 31, 2025. The decrease was primarily due to lower prices and volumes primarily in North America, as described for Net sales above, partially offset by unfavorable mark-to-market results.

Segment EBIT decreased 49% to $116 million for the three months ended March 31, 2025. The decrease was primarily due to lower Gross profit driven by overall lower margins, particularly in North America.

Milling Segment

Three Months Ended March 31, 2025 Compared to Three Months Ended March 31, 2024

Milling segment Net sales decreased 2%, to $375 million for the three months ended March 31, 2025. The decrease was primarily due to lower sales prices in both our South American wheat milling and North American corn milling businesses. These decreases were partially offset by an increase in volumes across both regions.

Cost of goods sold increased 3%, to $331 million for the three months ended March 31, 2025. The increase was primarily due to increased volumes and less favorable mark-to-market results.

Segment EBIT decreased 45%, to $18 million for the three months ended March 31, 2025. The decrease was primarily due to lower Gross profit in South America wheat milling, where milling margins were pressured by a more competitive pricing environment.

Corporate and Other

Three Months Ended March 31, 2025 Compared to Three Months Ended March 31, 2024

Corporate and Other EBIT increased 27%, to a loss of $76 million for the three months ended March 31, 2025. The increase was primarily driven by a decrease in SG&A expense resulting from lower acquisition and integration costs associated with the announced acquisition of Viterra Limited as well as lower variable compensation expense. The Company recognized acquisition and integration costs within Corporate and Other EBIT of $32 million, and $61 million for the three months ended March 31, 2025, and 2024, respectively. The above EBIT increase was partially offset by lower income from affiliates in the current period due to the 2024 sale of BP Bunge Bioenergia (see Note 2 - Acquisitions and Dispositions to our condensed consolidated financial statements).

Interest - A summary of consolidated interest income and expense follows:

Three Months Ended March 31, 2025 Compared to Three Months Ended March 31, 2024

Interest income increased 40%, to $59 million for the three months ended March 31, 2025. Interest expense decreased 4%, to $104 million for the three months ended March 31, 2025. Higher Interest income is a result of higher balances in cash and cash equivalents in the current year. Interest expense is consistent with the prior period as a result of lower interest rates partially offset by higher debt levels.

Liquidity and Capital Resources

Our main financial objectives are to prudently manage financial risks, ensure consistent access to liquidity and minimize cost of capital in order to efficiently finance our business and maintain balance sheet strength. We generally finance our ongoing operations with cash flows generated from operations, issuances of commercial paper, borrowings under various bilateral and syndicated revolving credit facilities, term loans, and proceeds from the issuance of senior notes. Acquisitions and long-lived assets are generally financed with a combination of equity and long-term debt.

Working Capital

(1) Comprises Assets held for sale and Other current assets

(2) Comprises Liabilities held for sale and Other current liabilities

(3) Working capital is defined as Total current assets less Total current liabilities; Current ratio represents Total current assets divided by Total current liabilities

Working capital was $8,838 million at March 31, 2025, an increase of $315 million from working capital of $8,523 million at December 31, 2024, and an increase of $527 million from working capital of $8,311 million at March 31, 2024.

Cash and Cash Equivalents - Cash and cash equivalents were $3,245 million at March 31, 2025, a decrease of $66 million from $3,311 million at December 31, 2024, and an increase of $306 million from $2,939 million at March 31, 2024. Cash balances are managed in accordance with our investment policy, the objectives of which are to preserve the principal value of our cash assets, maintain a high degree of liquidity, and deliver competitive returns subject to prevailing market conditions. Cash balances are typically invested in short-term deposits, money market funds, and commercial paper programs with highly-rated institutions and in U.S. government securities. Please refer to the Cash Flows section of this report, below, for details regarding the primary factors giving rise to the change in Cash and cash equivalents during the three months ended March 31, 2025.

Trade accounts receivable, net - Trade accounts receivable, net were $2,334 million at March 31, 2025, an increase of $186 million from $2,148 million at December 31, 2024, and an increase of $49 million from $2,285 million at March 31, 2024. The increase from December 31, 2024 was primarily due to fewer receivables sold into our securitization program as well as higher average sales prices. The increase from March 31, 2024, was primarily due to fewer receivables sold into our securitization program, partially offset by lower average sales prices.

Inventories - Inventories were $7,817 million at March 31, 2025, an increase of $1,326 million from $6,491 million at December 31, 2024, and an increase of $312 million from $7,505 million at March 31, 2024. The increase from December 31, 2024 was primarily due to increased volumes in conjunction with the timing of the South American harvest, partially offset by certain lower average commodity prices, including soybeans. The increase from March 31, 2024 was

primarily due to higher volumes in soybeans in South America driven by a significantly larger soybean crop in the current period, when compared to the prior period, in Brazil.

RMI comprise agricultural commodity inventories, such as soybeans, soybean meal, soybean oil, palm oil, corn, and wheat that are readily convertible to cash because of their commodity characteristics, widely available markets and international pricing mechanisms. Total RMI reported at fair value was $6,499 million, $5,224 million, and $6,218 million at March 31, 2025, December 31, 2024, and March 31, 2024, respectively (see Note 5 - Inventories to our condensed consolidated financial statements).

Other current assets - Other current assets were $3,977 million at March 31, 2025, a decrease of $31 million from $4,008 million at December 31, 2024, and a decrease of $34 million from $4,011 million at March 31, 2024. The slight decrease from December 31, 2024 was due to lower unrealized gains on derivative contracts as a result of volatile commodity prices, the collection of an insurance recovery receivable related to business interruption resulting from the Ukraine-Russia war (see Note 6 - Other Current Assets to our condensed consolidated financial statements), and a decrease in disposition receivable reflecting collection of a deferred payment in connection with the sale of BP Bunge Bioenergia partially offset by the recognition of a disposition receivable in connection with the sale of 40% of our Spanish operating subsidiary. The decrease was partially offset by higher assets held for sale related to our European margarines and spreads business (see Note 2 - Acquisitions and Dispositions to our condensed consolidated financial statements) and an increase in marketable securities and other short term investments. The slight decrease from March 31, 2024 was due to a decrease in margin deposits, a decrease in secured advances to suppliers as market conditions in Brazil have lead to a reduction in new advances in the current period, and lower unrealized gains on derivative contracts as a result of volatile commodity prices, partially offset by an increase in marketable securities and other short term investments resulting from strategic investment opportunities, higher assets held for sale related to our European margarines and spreads business and a higher disposition receivable related to the 40% divestment of our Spanish operating subsidiary (see Note 2 - Acquisitions and Dispositions to our condensed consolidated financial statements).

Short-term debt - Short-term debt, including the Current portion of long-term debt, was $2,003 million at March 31, 2025, an increase of $459 million from $1,544 million at December 31, 2024, and an increase of $987 million from $1,016 million at March 31, 2024. The higher short-term debt level at March 31, 2025, compared to December 31, 2024 was due to higher borrowings by Bunge operating companies on local bank lines of credit to help fund working capital requirements. The higher short-term debt level at March 31, 2025, compared to March 31, 2024, is primarily due to an increase in the Current portion of long-term debt associated with our 1.63% Senior Notes, due 2025, as well as higher borrowings by Bunge operating companies on local bank lines of credit to help fund working capital requirements.

Trade accounts payable - Trade accounts payable were $3,831 million at March 31, 2025, an increase of $1,054 million from $2,777 million at December 31, 2024, and a decrease of $672 million from $4,503 million at March 31, 2024. The increase from December 31, 2024 was primarily due to higher inventory volumes in conjunction with the South American harvest. The decrease from March 31, 2024 was primarily due to the timing of payments.

Other current liabilities - Other current liabilities were $2,416 million at March 31, 2025, a decrease of $412 million from $2,828 million at December 31, 2024, and a decrease of $179 million from $2,595 million at March 31, 2024. The decrease from December 31, 2024, was primarily due to a decrease in unrealized losses on derivatives contracts as a result of volatile commodity prices, lower advances on sales driven by timing of receipts in North America, lower accrued liabilities as a result of variable compensation plan payments, and lower accrued dividends (see Note 17 - Equity to our condensed consolidated financial statements). The decrease from March 31, 2024, was primarily due to a decrease in income tax payable as a result of lower earnings.

Debt

As highlighted in Note 13 - Debt and discussed further below, we utilize a variety of debt financing structures to maintain financial flexibility to meet our various financial objectives.

Revolving Credit Facilities — At March 31, 2025, we had $5,665 million unused and available committed borrowing capacity, comprised of committed revolving credit facilities. The following table summarizes these facilities as of the periods presented:

(1)See Note 13 - Debt to our condensed consolidated financial statements for a description of current period activity, if any, related to these facilities. The short-term credit ratings of the commercial paper program require Bunge to keep same day unused committed borrowing capacity under its long-term committed credit facilities in an amount greater or equal to the amount of commercial paper issued and outstanding.

(2)Incremental commitments are available to be drawn following the completion of the Viterra Acquisition subject to the satisfaction of certain conditions.

Short and long-term debt —

Our total debt was $6,717 million at March 31, 2025, an increase of $479 million from $6,238 million at December 31, 2024, and an increase of $1,622 million from $5,095 million at March 31, 2024. The higher total debt levels at March 31, 2025, compared to December 31, 2024, were primarily due to an increase in short-term bank borrowings as described above. The higher debt levels compared to March 31, 2024 were primarily due to an increase in Long-term debt, including current portion, resulting from the issuance of three tranches of unsecured senior notes ("Senior Notes") for an aggregate principal amount of $2.0 billion in September 2024 and an increase in short-term bank borrowings, as described above, partially offset by the prepayment of the $750 million 3-year term loan agreement due in 2025. See Note 13 - Debt to our condensed consolidated financial statements for further information.

From time to time, through our financing subsidiaries, we enter into bilateral short-term credit lines as necessary. At March 31, 2025, there were no borrowings outstanding under these bilateral short-term credit lines.

In addition, Bunge's operating companies had $1,328 million and $875 million in short-term borrowings outstanding from local bank lines of credit at March 31, 2025, and December 31, 2024, respectively, to support working capital requirements.

As described in Note 2 - Acquisitions and Dispositions to our condensed consolidated financial statements, we secured a total of $8.0 billion in acquisition debt financing ("Acquisition Financing"). On September 17, 2024, we completed the sale and issuance of three tranches of Senior Notes for an aggregate principal amount of $2.0 billion. See Note 13 - Debt to our condensed consolidated financial statements for further information. As a result of the Senior Notes issuance, and in accordance with its terms, the Acquisition Financing commitment was reduced by $2.0 billion to $6.0 billion. Additionally, as discussed further in Note 2 - Acquisitions and Dispositions to our condensed consolidated financial statements, Bunge completed the divestment of 40% of our Spanish operating subsidiary, Bunge Iberica SA, in early March 2025. As a result, the $6.0 billion financing commitment was reduced by an additional $225 million with $5.8 billion available as of March 31, 2025. Bunge intends to use a portion of the proceeds from the Acquisition Financing and Senior Notes issuance to fund a portion of the cash consideration for Bunge's Acquisition of Viterra and to repay a portion of certain Viterra debt to be assumed in connection with the Acquisition, including, in each case, related fees and expenses, and, with any remaining amounts, for general corporate purposes.

Also, in the third quarter of 2024, Bunge's wholly-owned subsidiary, Bunge Limited Finance Corp. ("BLFC"), commenced offers ( the "US Exchange Offers") to exchange all outstanding notes of certain series issued by Viterra Finance B.V. ("VFBV") and guaranteed by Viterra and Viterra B.V., for up to $1.95 billion aggregate principal amount of new notes issued by BLFC and guaranteed by Bunge. In addition, in the third quarter of 2024, Viterra commenced a consent solicitation (the "European Consent Solicitation") to amend the indenture governing VFBV's outstanding 500 million Euro aggregate principal amount of 0.375% senior unsecured notes due 2025 and outstanding 700 million Euro aggregate principal amount of 1.000% senior unsecured notes due 2028 to, among other things, substitute the issuer and guarantors of such notes with Bunge Finance Europe B.V. ("BFE"), a wholly owned finance subsidiary of Bunge, as issuer, and Bunge as guarantor. See Note 13 - Debt to our condensed consolidated financial statements for further information.

The US Exchange Offers and European Consent Solicitation are conditioned among other things, upon the consummation of the Acquisition. This Form 10-Q is not intended to and does not constitute an offer to sell or purchase, or the solicitation of an offer to sell or purchase, or the solicitation of any vote of approval or the solicitation of tenders or consents with respect to any security. No offer, solicitation, purchase, or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Registered Senior Notes — BLFC, a wholly owned finance subsidiary of Bunge, had the following outstanding debt securities (collectively referred to as the "BLFC Notes") registered under the requirements of the Securities Act of 1933, as amended, at March 31, 2025.

Bunge unconditionally guarantees BLFC's obligations with respect to the BLFC Notes. Bunge's guarantees are unsecured and unsubordinated obligations of Bunge and rank equally with all other unsecured and unsubordinated obligations of Bunge. The guarantees provide that in the event of a default in payment of principal of, or interest on, BLFC Notes of a particular series, the holder of such series of senior debt securities may institute legal proceedings directly against Bunge to enforce the applicable guarantee without first proceeding against BLFC.

As a holding company, Bunge is dependent upon dividends, loans, or advances or other intercompany transfers of funds from its subsidiaries to meet its obligations, including its obligations under the guarantee. The ability of certain of its subsidiaries to pay dividends and make other payments to Bunge may be restricted by, among other things, applicable laws, as well as agreements to which those subsidiaries may be party. Therefore, the ability of Bunge to make payments with respect to the guarantee may be limited. The BLFC Notes effectively rank junior to all liabilities of Bunge's subsidiaries (other than BLFC). In the event of a bankruptcy, liquidation, or dissolution of a subsidiary (other than BLFC) and following payment of its liabilities, the subsidiary may not have sufficient assets remaining to make payments to Bunge as a shareholder or otherwise.

Credit Ratings — Bunge’s debt ratings and outlook by major credit rating agencies at March 31, 2025, were as follows:

(1) Short-term debt rating applies only to the commercial paper program with BLFC as the issuer.

Following the announcement of the Acquisition and the related financing activity described above, all three rating agencies reviewed our credit ratings and published updated credit opinions on us, reflecting their views of the credit profile of the Company both on a current standalone basis, and a pro-forma at closing basis. As well as with the issuance of Bunge Senior Notes in September 2024, Standard & Poor's, Moody’s and Fitch have taken the following actions:

• Standard & Poor's upgraded Bunge’s long-term debt credit rating to BBB+ on June 13, 2023 and further placed the outlook on CreditWatch Positive for an upgrade to A- on September 9, 2024;

• Standard & Poor's also assigned a preliminary A- issue-level rating to Bunge's newly issued $2 billion Senior Notes on September 10, 2024;

• Moody’s upgraded Bunge’s long-term debt credit rating to Baa1 on August 1, 2024 with stable outlook; and

• Fitch upgraded Bunge’s long-term debt credit rating to BBB+ on September 5, 2024 with stable outlook.

We expect Standard and Poor's to resolve their CreditWatch Positive status at or before the closing date of the Acquisition, based on a variety of factors including but not limited to our operating performance, our financial position and high certainty that the Acquisition will close.

Our debt agreements do not have any credit rating downgrade triggers that would accelerate maturity of our debt. However, credit rating downgrades would increase borrowing costs under our syndicated credit facilities (a credit rating upgrade, on the other hand, would reduce our borrowing cost) and, depending on their severity, could impede our ability to obtain credit facilities or access the capital markets in the future on competitive terms. A significant increase in our borrowing costs could impair our ability to compete effectively in our business relative to competitors with higher credit ratings.

Our credit facilities and certain senior notes require us to comply with specified financial covenants including minimum current ratio, maximum debt to capitalization ratio and limitations on secured indebtedness. We were in compliance with these covenants as of March 31, 2025.

Equity

Total equity is set forth in the following table:

Total Bunge shareholders’ equity was $10,578 million at March 31, 2025, compared to $9,913 million at December 31, 2024, an increase of $665 million. The increase was primarily due to a $240 million increase resulting from the sale of a redeemable noncontrolling interest in our Spanish operating subsidiary (see Note 2 - Acquisitions and

Dispositions to our condensed consolidated financial statements) impacting both Additional paid-in capital and Accumulated other comprehensive income (loss), $215 million of income in Other comprehensive income (loss) resulting from favorable foreign exchange translation adjustments, and $201 million of Net income (loss) attributable to Bunge.

Noncontrolling interests decreased to $966 million at March 31, 2025, compared to $1,032 million at December 31, 2024, primarily due to an $89 million reduction on the acquisition of noncontrolling interest in Terminal de Granéis de Santa Catarina ("TGSC") ( see Note 8 - Investment in Affiliates and Variable Interest Entities to our condensed consolidated financial statements).

Share repurchase program - As noted in Note 17 - Equity, on November 13, 2024, Bunge Global SA's Board of Directors approved the expansion of an existing share repurchase program by an additional $500 million, bringing total authorizations under the program since inception to $2.7 billion. The program continues to have an indefinite term. As of March 31, 2025, a total of 19,667,739 shares were repurchased under the program for $1.9 billion with an aggregate purchase authorization of approximately $800 million remaining outstanding for repurchases under the program. During the three months ended March 31, 2025, Bunge did not repurchase any shares.

Cash Flows

Our cash flows from operations vary depending on, among other items, Net income and the market prices and timing of purchases and sales of our inventories. Generally, during periods when commodity prices are rising, our Agribusiness operations require increased use of cash to support working capital to acquire inventories and fund daily settlement requirements on exchange traded futures that we use to minimize price risk related to purchases and sales of our inventories.

During the three months ended March 31, 2025, our cash and cash equivalents and restricted cash decreased by $79 million, compared to an increase of $330 million during the three months ended March 31, 2024, as further explained below.

Operating: Cash used for operating activities was $285 million for the three months ended March 31, 2025, a decrease of $1,279 million, compared to cash provided by operating activities of $994 million for the three months ended March 31, 2024. The decrease was primarily driven by an overall reduction to net changes in working capital, specifically funds used for inventory purchases, as discussed in Working Capital section above during the three months ended March 31, 2025 compared to the three months ended March 31, 2024.

Certain of our non-U.S. operating subsidiaries are primarily funded with U.S. dollar-denominated debt, while currency risk is hedged with U.S. dollar-denominated assets. The functional currency of our operating subsidiaries is generally the local currency. The financial statements of our subsidiaries are calculated in the functional currency, and when the local currency is the functional currency, translated into U.S. dollars. U.S. dollar-denominated loans are remeasured into their respective functional currencies at exchange rates at the applicable balance sheet date. Also, certain of our U.S. dollar functional operating subsidiaries outside the U.S. are partially funded with local currency borrowings, while the currency risk is hedged with local currency denominated assets. Local currency loans in U.S. dollar functional currency subsidiaries outside the U.S. are remeasured into U.S. dollars at the exchange rate on the applicable balance sheet date. The resulting gain or loss is included in our condensed consolidated statements of income as Foreign exchange (losses) gains – net. For the three months ended March 31, 2025, we recorded a foreign currency gain on our debt of $84 million, which was included as an adjustment to reconcile Net income to Cash provided by (used for) operating activities in the line item Foreign exchange (gain) loss on net debt in our condensed consolidated statements of cash flows. These adjustments are required as the gains and losses are non-cash items that arise from financing activities and therefore will have no impact on cash flows from operations.

Investing: Cash used for investing activities was $280 million for the three months ended March 31, 2025, a decrease of $116 million, compared to cash used for investing activities of $396 million for the three months ended March 31, 2024. The decrease was primarily due to the current period receipt of $100 million in proceeds from the sale of BP Bunge Bioenergia (see Note 2 - Acquisitions and Dispositions to our condensed consolidated financial statements).

Financing: Cash provided by financing activities was $490 million for the three months ended March 31, 2025, an increase of $749 million, compared to cash used for financing activities of $259 million for the three months ended March 31, 2024. During the three months ended March 31, 2025, the increase was primarily due to share repurchases of $400 million in the prior year which did not repeat in the current period. Additionally, net cash proceeds of short and long-term debt increased $160 million, and $206 million in proceeds were received from the sale of redeemable noncontrolling interest related to our Spanish operating subsidiary (see Note 2 - Acquisitions and Dispositions to our condensed consolidated financial statements). These increases were partially off-set by an $18 million payment for the acquisition of noncontrolling interest in TGSC (see Note 8 - Investment in Affiliates and Variable Interest Entities to our condensed consolidated financial statements).

Off-Balance Sheet Arrangements

Please refer to Note 15 - Commitments and Contingencies to our condensed consolidated financial statements for details concerning our off-balance sheet arrangements that have or are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources.

Dividends

We paid a regular quarterly cash dividend distribution of $0.68 per share on March 4, 2025, to shareholders of record on February 18, 2025. On May 15, 2024, shareholders of Bunge Global SA approved a cash dividend distribution in the amount of $2.72 per share, payable in four equal quarterly installments of $0.68 per share beginning in the second quarter of fiscal year 2024 and ending in the first quarter of fiscal year 2025. Any future determination to pay dividend distributions will, subject to the provisions of applicable law, be at the discretion of the Board, and the approval by shareholders at a general meeting, currently scheduled to occur on May 15, 2025, in accordance with Swiss law as described in Note 17 - Equity.

Critical Accounting Policies and Estimates

Critical accounting policies are defined as those policies that are significant to our financial condition and results of operations and require management to exercise significant judgment. For a complete discussion of our accounting policies, see Note 1 to our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission on February 20, 2025. For recent accounting pronouncements refer to Note 1 - Basis of Presentation, Principles of Consolidation, And Significant Accounting Policies, to the condensed consolidated financial statements in this Quarterly Report on Form 10-Q.

Risk Management

As a result of our global activities, we are exposed to changes in, among other things, agricultural commodity prices, transportation costs, foreign currency exchange rates, interest rates, energy costs, and inflationary pressures, which may affect our results of operations and financial position. We actively monitor and manage these various market risks associated with our business activities. Our risk management decisions take place in various locations, but exposure limits are centrally set and monitored, operating under a global governance framework. Additionally, our Board of Directors' Enterprise Risk Management Committee and our internal Management Risk Committee oversee our global market risk governance framework, including risk management policies and limits.

We use derivative instruments for the purpose of managing the exposures associated with commodity prices, transportation costs, foreign currency exchange rates, interest rates, energy costs, and for positioning our overall portfolio relative to expected market movements in accordance with established policies and procedures. We enter into derivative instruments primarily with commodity exchanges in the case of commodity futures and options and major financial institutions in the case of ocean freight. While these derivative instruments are subject to fluctuations in value, for hedged exposures those fluctuations are generally offset by the changes in the fair value of the underlying exposures. The derivative instruments that we use for hedging purposes are intended to reduce the volatility of our results of operations. However, they can occasionally result in earnings volatility, which may be material. See Note 11- Fair Value Measurements and Note 12 - Derivative Instruments And Hedging Activities to our condensed consolidated financial statements in this Quarterly Report on Form 10-Q for a more detailed discussion of our use of derivative instruments.

Credit and Counterparty Risk

Through our normal business activities, we are subject to significant credit and counterparty risks that arise through commercial sales and purchases, including forward commitments to buy or sell, and through various other over-the-counter ("OTC") derivative instruments that we use to manage risks inherent in our business activities. We define credit and counterparty risk as a potential financial loss due to the failure of a counterparty to honor its obligations. The exposure is measured based upon several factors, including unpaid accounts receivable from counterparties, as well as unrealized gains from forward purchase or sales contracts and OTC derivative instruments. Credit and counterparty risk also includes sovereign credit risk. We actively monitor credit and counterparty risk through regular reviews of exposures and credit analysis by regional credit teams, as well as a review by global and corporate committees that monitor counterparty performance. We record provisions for counterparty losses from time to time as a result of our credit and counterparty analysis.

During periods of tight conditions in global credit markets, downturns in regional or global economic conditions, and/or significant price volatility, credit and counterparty risks are heightened. This increased risk is monitored through, among other things, exposure reporting, increased communication with key counterparties, management reviews, and a specific focus on counterparties or groups of counterparties that we may determine as high risk. We have reduced exposures and associated position limits in certain cases.

Commodities Risk

We operate in many areas of the food industry, from agricultural raw materials to the production and sale of branded food products. As a result, we purchase and produce various materials, many of which are agricultural commodities, including: soybeans, soybean oil, soybean meal, palm oil (from crude to various degrees of refined products), softseeds (including sunflower seed, rapeseed and canola) and related oil and meal derived from them, wheat, barley, shea nut, and corn. Agricultural commodities are subject to price fluctuations due to a number of unpredictable factors, including inflationary pressures, that may create price risk. As described above, we are also subject to the risk of counterparty non-performance under forward purchase and sales contracts. From time to time, we have experienced instances of counterparty non-performance as a result of significant declines in counterparty profitability under these contracts due to movements in commodity prices between the time the contracts were entered into and the contractual forward delivery period.

We enter into various derivative contracts with the primary objective of managing our exposure to adverse price movements in the agricultural commodities used and produced in our business operations. We have established policies that limit the amount of unhedged fixed price agricultural commodity positions permissible for our operating companies, which are generally a combination of volumetric, drawdown, and value-at-risk ("VaR") limits. We measure and review our commodity positions on a daily basis. We also employ stress-testing techniques in order to quantify our exposures to price and liquidity risks under non-normal or event driven market conditions.

Our daily net agricultural commodity position consists of inventory, forward purchase and sales contracts, and OTC and exchange-traded derivative instruments, including those used to hedge portions of our production requirements. The fair value of that position is a summation of the fair values of each agricultural commodity, calculated by valuing all of our commodity positions for the period at quoted market prices, where available, or by utilizing a close proxy. VaR is calculated on the net position and monitored at the 95% confidence interval. In addition, scenario analysis and stress testing are performed. For example, one measure of market risk is estimated as the potential loss in fair value resulting from a hypothetical 10% adverse change in prices. The results of this analysis, which may differ from actual results, are as follows:

Ocean Freight Risk

Ocean freight represents a significant portion of our operating costs. The market price for ocean freight varies depending on the supply and demand for ocean vessels, global economic conditions, inflationary pressure, and other factors. We enter into time charter agreements for time on ocean freight vessels based on forecasted requirements for the purpose of transporting agricultural commodities. Our time charter agreements generally have terms ranging from two months to approximately three years. We use financial derivatives, generally freight forward agreements, to hedge portions of our ocean freight costs. The ocean freight derivatives are included in Other current assets and Other current liabilities on the condensed consolidated balance sheets at fair value.

Energy Risk

We purchase various energy commodities such as electricity, natural gas, and bunker fuel, which are used to operate our manufacturing facilities and ocean freight vessels. These energy commodities are subject to price risk, including inflationary pressures. We use financial derivatives, including exchange traded and OTC swaps and options for various purposes, to manage our exposure to volatility in energy costs and market prices. These energy derivatives are included in Other current assets and Other current liabilities on the condensed consolidated balance sheets at fair value.

Currency Risk

Our global operations require active participation in foreign exchange markets. Our primary foreign currency exposures are the Brazilian real, Canadian dollar, the Euro, and the Chinese yuan/renminbi. To reduce the risk arising from foreign exchange rate fluctuations, we enter into derivative instruments, such as foreign currency forward contracts, swaps, and options. The changes in market value of such contracts have a high correlation to the price changes in the related currency exposures. The potential loss in fair value of such net currency positions resulting from a hypothetical 10% adverse change in foreign currency exchange rates as of March 31, 2025, was not material.

When determining our exposure, we exclude intercompany loans that are deemed to be permanently invested. Repayments of permanently invested intercompany loans are neither planned nor anticipated in the foreseeable future and are therefore treated analogous to equity for accounting purposes. As a result, the foreign exchange gains and losses on these borrowings are excluded from the determination of Net income (loss) and recorded as a component of Accumulated other comprehensive income (loss) in the condensed consolidated balance sheets. Included in Other comprehensive income (loss) are foreign exchange gains of $27 million for the three months ended March 31, 2025, and foreign exchange losses of $101 million for the year ended December 31, 2024, related to permanently invested intercompany loans.

Interest Rate Risk

We have debt in fixed and floating rate instruments. We are exposed to market risk due to changes in interest rates, including inflationary pressures. We may enter into interest rate swap agreements to manage our interest rate exposure related to our debt portfolio.

The aggregate fair value of our short and long-term debt, based on market yields at March 31, 2025, was $6,703 million, with a carrying value of $6,717 million.

A hypothetical 100 basis point increase or decrease in the interest yields on our fixed rate debt and related interest rate swaps at March 31, 2025, would result in a less than 1% change in the fair value of our debt and interest rate swaps.

A hypothetical 100 basis point change in the applicable reference rate, such as SOFR, would result in a change of approximately $48 million in interest expense on our variable rate debt at March 31, 2025. Some of our variable rate debt is denominated in currencies other than in U.S. dollars and is indexed to non-U.S. dollar-based interest rate indices, such as EURIBOR and TLP, and certain benchmark rates in local bank markets. As such, the hypothetical 100 basis point change in interest rate ignores the potential impact of any currency movements. See Part I, “Item 1A. Risk Factors” in our 2024 Annual Report on Form 10-K for a discussion of certain risks related to interest rates.

Inflation Risk

Inflationary factors generally affect us by increasing our labor and overhead costs, as well as costs associated with certain risks identified above, which may adversely affect our results of operations and financial position. We have historically been able to recover the impacts of inflation through sales price increases, however we cannot reasonably estimate our ability to successfully recover any impact of inflation through price increases in the future. Our inability to do so could harm our results of operations and financial position.

Derivative Instruments

Foreign Exchange Derivatives—We use a combination of foreign exchange forward, swap, futures, and options contracts in certain of our operations to mitigate the risk of exchange rate fluctuations in connection with certain commercial and balance sheet exposures. The foreign exchange forward, swap, and option contracts may be designated as cash flow or fair value hedges. We may also use net investment hedges to partially offset the translation adjustments arising from the remeasurement of our investment in certain of our foreign subsidiaries.

We assess, both at the inception of the hedge and on an ongoing basis, whether the derivatives that are used in hedge transactions are highly effective in offsetting changes in the hedged items.

Interest Rate Derivatives—We may enter into interest rate swap agreements for the purpose of managing certain of our interest rate exposures. Interest rate swaps used by us as hedging instruments are recorded at fair value in the condensed consolidated balance sheets with changes in fair value recorded contemporaneously in earnings. Certain of these agreements may be designated as fair value hedges. In such instances, the carrying amount of the associated hedged debt is also adjusted through earnings for changes in fair value arising from changes in benchmark interest rates. We may also enter into interest rate basis swap agreements that do not qualify as hedges for accounting purposes. The impact of changes in fair value of interest rate swap agreements is primarily presented in Interest expense.

Commodity Derivatives—We primarily use derivative instruments to manage our exposure to movements associated with agricultural commodity prices. We generally use exchange-traded futures and options contracts to minimize the effects of changes in the prices of agricultural commodities held as inventories or subject to forward purchase and sales contracts, but may also enter into OTC commodity transactions, including swaps, which are settled in cash at maturity or termination based on exchange-quoted futures prices. Changes in fair values of exchange-traded futures contracts, representing the unrealized gains and/or losses on these instruments, are settled daily, generally through our 100% owned futures clearing subsidiary. Forward purchase and sales contracts are primarily settled through delivery of agricultural commodities. While we consider these exchange-traded futures and forward purchase and sales contracts to be effective economic hedges, we do not designate or account for the majority of our commodity contracts as hedges. Changes in fair values of these contracts and related RMI are included in Cost of goods sold in the condensed consolidated statements of income. The forward contracts require performance of both us and the contract counterparty in future periods. Contracts to purchase agricultural commodities generally relate to current or future crop years for delivery periods quoted by regulated commodity exchanges. Contracts for the sale of agricultural commodities generally do not extend beyond one future crop cycle.

Ocean Freight Derivatives—We use derivative instruments referred to as freight forward agreements, or FFAs, and FFA options to hedge portions of our current and anticipated ocean freight costs. Changes in the fair values of ocean freight derivatives are recorded in Cost of goods sold.

Energy Derivatives—We use derivative instruments for various purposes, including to manage our exposure to volatility in energy costs and our exposure to market prices related to the sale of biofuels. Our operations use substantial amounts of energy, including natural gas, coal, and fuel oil, including bunker fuel. Changes in the fair values of energy derivatives are recorded in Cost of goods sold.

Other Derivatives—We may also enter into other derivatives, including credit default swaps, carbon emission derivatives, and equity derivatives, to manage our exposure to credit risk and broader macroeconomic risks. The impact of changes in fair value of these instruments is presented in Cost of goods sold.

For more information, see Note 12 - Derivative Instruments And Hedging Activities to the condensed consolidated financial statements in this Quarterly Report on Form 10-Q.

Disclosure Controls and Procedures - Disclosure controls and procedures are the controls and other procedures that are designed to provide reasonable assurance that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including the principal executive and principal financial officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

As of March 31, 2025, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as that term is defined in Exchange Act Rules 13a-15(e) and 15d-15(e), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of the end of the period covered by this Quarterly Report on Form 10-Q.

Internal Control Over Financial Reporting - There have been no changes in the Company’s internal control over financial reporting during the quarter ended March 31, 2025, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. However, we continue to migrate certain processes from across our operations to shared business service models in order to consolidate back-office functions while standardizing our processes and financial systems globally. These initiatives are not in response to any identified deficiency or weakness in our internal controls over financial reporting. We plan to continue these initiatives in phases over the next several years and, accordingly, we have and will continue to align and streamline the design and operation of our internal controls over financial reporting, as necessary, to accommodate modifications to our business processes and accounting procedures.

PART II.

INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, we are involved in litigation and other claims, investigations and proceedings incidental to our business. While the outcome of these matters cannot be predicted with certainty, we believe the outcome of these proceedings, net of established reserves, will not have a material adverse effect on our consolidated financial position, results of operations or liquidity.

For a discussion of certain legal and tax matters see Note 15 - Commitments and Contingencies to our condensed consolidated financial statements included as part of this Quarterly Report on Form 10-Q. Additionally, we are a party to a large number of labor, civil and other claims, primarily relating to our Brazilian operations. We have reserved an aggregate of $43 million and $199 million, for labor and civil claims, respectively, as of March 31, 2025. The labor claims primarily relate to dismissals, severance, health and safety, salary adjustments, and supplementary retirement benefits. The civil claims relate to various legal proceedings and disputes, including disputes with suppliers and customers.

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our 2024 Annual Report on Form 10-K, which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, and/or operating results.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

None.

(a) The Exhibit Index below contains a list of exhibits filed or furnished as part of this Quarterly Report.

EXHIBIT INDEX

• Filed herewith.

** Furnished herewith.

+++ Certain information contained in this exhibit, marked by [***], has been omitted because it (i) is not material and (ii) is the type of information that the registrant treats as private or confidential.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.