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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C., 20549

 

Form 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): March 17, 2026

 

BUNGE GLOBAL SA

(Exact name of registrant as specified in its charter)

 

Switzerland 000-56607 98-1743397
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)

 

Route de Florissant 13,  
1206 Geneva, Switzerland N/A

(Address of registered office and principal executive offices)

(Zip Code)

 

1391 Timberlake Manor Parkway 63017
Chesterfield, MO (Zip Code)

(Address of corporate headquarters)

  

 

(314) 292-2000

(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report)

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Registered Shares, par value $0.01 per share   BG   New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

¨ Emerging growth company

 

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

 

 

 

 

 

 

Item 8.01.Other Events.

 

As previously announced, on July 2, 2025, Bunge Global SA (the “Company”) completed the acquisition of Viterra Limited (“Viterra”) in a stock and cash transaction pursuant to the definitive business combination agreement entered into by Bunge Limited, Viterra and its shareholders, including certain affiliates of Glencore PLC, Canada Pension Plan Investment Board, and British Columbia Investment Management Corporation.

 

This Current Report on Form 8-K is being filed to provide the financial statements and pro forma information referred to in Item 9.01 of Form 8-K.

 

Item 9.01.Financial Statements and Exhibits.

 

(a)Financial statements of business acquired.

 

The unaudited condensed consolidated statements of income, comprehensive income, financial position, cash flows, and changes in equity as of and for the six months ended June 30, 2025 of Viterra Limited S.a.r.l. are filed herewith as Exhibit 99.1 and are incorporated by reference into this item 9.01(a).

 

(b)Pro forma financial information.

 

The unaudited pro forma condensed combined financial information for the year ended December 31, 2025 are filed herewith as Exhibit 99.2 and incorporated by reference into this item 9.01(b).

 

(d)Exhibits.

 

Exhibit Description
   
99.1 Unaudited condensed consolidated statements of income, comprehensive income, financial position, cash flows, and changes in equity as of and for the six months ended June 30, 2025 of Viterra Limited S.a.r.l.
   
99.2 Unaudited pro forma condensed combined financial information for the year ended December 31, 2025
   
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

SIGNATURES

 

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

 

Date: March 17, 2026

 

  BUNGE GLOBAL SA
   
  By /s/ Lisa Ware-Alexander  
    Lisa Ware-Alexander
    Secretary

 

 

 

 

Exhibit 99.1

 

Viterra

 

LIMITED SARL

 

 

 

 

 

 

 

Unaudited Condensed Consolidated Interim Financial Statements

 

 

 

 

 

Condensed consolidated statement of income

For the six months ended 30 June (unaudited)

 

 

US$ million   Notes  2025  2024 
Revenue  2   20,974   22,572 
Cost of goods sold      (20,626)  (22,099)
Gross margin      348   473 
Selling and administrative expenses      (310)  (256)
Share of income from associates and joint ventures      2   24 
(Loss)/gain on disposals/liquidation of investments      (3)  1 
Impairment expense on trade receivables      (4)  (6)
Other income      15   9 
Other expense      (26)  (12)
Dividend income      2   1 
Interest income      16   22 
Interest expense  3   (223)  (257)
Loss before income taxes      (183)  (1)
Current income tax expense  4   (49)  (64)
Deferred income tax recovery  4   33   135 
(Loss)/income for the period      (199)  70 
             
Attributable to:            
Non-controlling interests      (3)  (1)
Equity holders      (196)  71 

 

The accompanying notes are an integral part of the unaudited condensed consolidated interim financial statements.

 

Viterra 2025 Unaudited Condensed Consolidated Interim Financial Statements 4

 

 

Condensed consolidated statement of comprehensive income

For the six months ended 30 June (unaudited)

 

 

US$ million 2025  2024 
(Loss)/income for the period  (199)  70 
Other comprehensive income        
Items not to be reclassified to the statement of income in subsequent periods:        
Gain on remeasurement of defined benefit plan1  1   1 
Gain/(loss) on financial assets measured at fair value through other comprehensive income1  2   (1)
Net items not to be reclassified to the statement of income in subsequent periods:  3    
Items that are or may be reclassified to the statement of income in subsequent periods:        
Exchange gain/(loss) on translation of foreign operations  192   (114)
(Loss)/gain on cash flow hedges1  (10)  6 
Net items that are or may be reclassified to the statement of income in subsequent periods:  182   (108)
Other comprehensive income/(loss)  185   (108)
Total comprehensive loss  (14)  (38)
         
Attributable to:        
Non-controlling interests  (1)  (2)
Equity holders of the parent  (13)  (36)

1 Amounts are presented net of deferred tax.

 

The accompanying notes are an integral part of the unaudited condensed consolidated interim financial statements.

 

Viterra 2025 Unaudited Condensed Consolidated Interim Financial Statements 5

 

 

Condensed consolidated statement of financial position

As at 30 June 2025 and 31 December 2024 (unaudited)

 

 

US$ million Notes    
2025 2024
Assets      
Non-current assets      
Property, plant and equipment 6 4,314 4,332
Intangible assets   1,382 1,374
Investments in associates and joint ventures   378 392
Other investments 13 19 17
Advances and loans   136 93
Pension surplus   72 66
Deferred tax assets   292 290
    6,593 6,564
Current assets      
Biological assets   24 20
Inventories 7 5,683 7,045
Accounts receivable 8 2,538 2,583
Other financial assets 13,14 978 1,173
Income tax receivable   219 182
Cash and cash equivalents   9,13 1,455 688
    10,897 11,691
Disposal groups and assets held for sale 5 526 588
    11,423 12,279
Total assets   18,016 18,843
       
Equity and liabilities      
Capital and reserves - attributable to equity holders      
Share capital   1 1
Reserves and retained earnings   4,648 4,782
    4,649 4,783
Non-controlling interests   155 158
Total equity   4,804 4,941
       
Non-current liabilities      
Borrowings 11,13 6,165 4,469
Deferred tax liabilities   337 375
Post-employment benefits   19 18
Provisions   165 159
Other long-term liabilities   18 12
Other financial liabilities 13,14 137
    6,704 5,170
Current liabilities      
Borrowings 11,13 2,476 3,653
Accounts payable 12 3,036 3,825
Provisions   40 67
Other financial liabilities 13,14 681 900
Income tax payable   36 26
Other current liabilities   11 18
    6,280 8,489
Disposal groups and liabilities held for sale 5 228 243
    6,508 8,732
Total equity and liabilities   18,016 18,843

 

The accompanying notes are an integral part of the unaudited condensed consolidated interim financial statements.

 

Viterra 2025 Unaudited Condensed Consolidated Interim Financial Statements 6

 

 

Condensed consolidated statement of cash flows

For the six months ended 30 June (unaudited)

 

 

US$ million Notes  2025  2024 
Operating activities            
Loss before income taxes      (183)  (1)
Adjustments for:            
Depreciation and amortisation      380   455 
Share of income from associates and joint ventures      (2)  (24)
Decrease in other long-term liabilities and provisions      (4)  (19)
Loss/(gain) on disposals and investments      3   (1)
Impairment charge/(reversal) - net      4   (7)
Net foreign exchange losses/(gains)      20   (2)
(Gain)/loss on sale of property, plant and equipment      (2)  2 
Other non-cash items - net      (1)  (1)
Interest income      (16)  (22)
Interest expense  3   224   257 
Cash generated by operating activities before working capital changes, interest and tax      423   637 
             
Working capital changes            
Decrease in inventories1      1,591   570 
Decrease in accounts receivable2      149   278 
Decrease/(increase) in other financial assets      202   (13)
Decrease in accounts payable3      (864)  (904)
(Decrease)/increase in other financial liabilities      (360)  231 
Total working capital changes      718   162 
Cash generated from operating activities      1,141   799 
Income taxes paid - net      (61)  (166)
Interest received      15   21 
Interest paid      (221)  (239)
Net cash generated by operating activities      874   415 
US$ million  Notes   2025   2024 
Investing activities            
Net cash disposed in acquisition of subsidiaries         (7)
Proceeds from sale of investments in associates and joint ventures         2 
Proceeds from sale of subsidiaries         14 
Purchase of other investments         (3)
Proceeds from sale of other investments         90 
Purchase of property, plant and equipment, and intangibles      (143)  (120)
Proceeds from sale of property, plant and equipment, and intangibles      4   2 
Dividends received      15   11 
Net cash used in investing activities      (124)  (11)
Financing activities            

 

Viterra 2025 Unaudited Condensed Consolidated Interim Financial Statements 7

 

 

Condensed consolidated statement of cash flows

For the six months ended 30 June (unaudited)

 

 

Proceeds of other non-current bank facilities other than revolving credit facilities      2   12 
Repayment of other non-current bank facilities other than revolving credit facilities      (31)  (74)
Net proceeds of revolving credit facilities      1,729   1,146 
Net repayment of current borrowings      (1,368)  (1,083)
Repayments of lease liabilities      (189)  (242)
Return of capital  10   (121)  (117)
Distribution to non-controlling interest      (2)  (1)
Net cash generated by/(used in) financing activities      20   (359)
             
Increase in cash and cash equivalents      770   44 
Foreign exchange movement in cash      11   (7)
Cash and cash equivalents, beginning of period      691   530 
Cash and cash equivalents, end of period      1,472   567 
Cash and cash equivalents reported in the statement of financial position  9   1,455   567 
Cash and cash equivalents attributable to disposal groups and assets held for sale  5   17    

1 Includes movements in biological assets.

2 Includes movements in advances and loans.

3 Includes movements in advances, loans and provisions.

 

The accompanying notes are an integral part of the unaudited condensed consolidated interim financial statements.

 

Viterra 2025 Unaudited Condensed Consolidated Interim Financial Statements 8

 

 

Condensed consolidated statement of changes of equity

For the six months ended 30 June (unaudited)

 

 

US$ million Retained
earnings
  Share
premium
  Other
reserves
  Total
reserves
and retained
earnings
  Share
capital
  Total equity
attributable to
equity holders
  Non-
controlling
interests
  Total
equity
 
At 1 January 2025  4,334   1,709   (1,261)  4,782   1   4,783   158   4,941 
Loss for the period  (196)        (196)     (196)  (3)  (199)
Other comprehensive income  2      181   183      183   2   185 
Total comprehensive income/(loss)  (194)     181   (13)     (13)  (1)  (14)
Return of capital     (121)     (121)     (121)     (121)
Distributions paid                    (2)  (2)
At 30 June 2025  4,140   1,588   (1,080)  4,648   1   4,649   155   4,804 

 

 

 

  Retained
earnings
  Share
premium
  Other
reserves
  Total
reserves
and retained
earnings
  Share
capital
  Total equity
attributable to
equity holders
  Non-
controlling
interests
  Total
equity
 
At 1 January 2024  4,213   1,945   (978)  5,180   1   5,181   163   5,344 
Income for the period  71         71      71   (1)  70 
Other comprehensive income/(loss)  1      (108)  (107)     (107)  (1)  (108)
Total comprehensive income/(loss)  72      (108)  (36)     (36)  (2)  (38)
Return of capital     (117)     (117)     (117)     (117)
Distributions paid                    (1)  (1)
At 30 June 2024  4,286   1,828   (1,086)  5,028   1   5,029   160   5,189 
                                 

 

The accompanying notes are an integral part of the unaudited condensed consolidated interim financial statements.

 

Viterra 2025 Unaudited Condensed Consolidated Interim Financial Statements 9

 

 

Notes to the unaudited condensed consolidated interim financial statements

For the six months ended 30 June (unaudited)

 

 

1. ACCOUNTING POLICIES

 

Corporate information

 

Viterra Limited S.à r.l. (the "Company”, “Parent” or "Viterra Limited") together with its subsidiaries (the “Group” or “Viterra”), is a leading integrated originator and marketer of agricultural products, with worldwide activities in the production, refining, processing, storage, transport and marketing of agricultural products. Viterra operates on a global scale, marketing and distributing physical commodities mainly sourced from third party producers to industrial consumers, such as those in the oil and food processing industries. Viterra also provides financing, logistics and other services to producers and consumers of commodities. In this regard, Viterra seeks to capture value throughout the commodity supply chain. Viterra’s long experience in origination, processing, storage and handling, and marketing of commodities has allowed it to develop and build upon its expertise in the commodities which it markets and cultivate long-term relationships with a broad supplier and customer base across diverse industries and in multiple geographic regions.

 

Viterra Limited is a privately held company. The Company was incorporated and, until 22 July 2025, domiciled in Jersey. On 22 July 2025, the Company redomiciled from Jersey to Luxembourg.

 

On 13 June 2023, the Company entered into a definitive business combination agreement with Bunge Global SA (formerly known as Bunge Limited), a company incorporated in Switzerland, and based in the United States and listed on the New York Stock Exchange (“Bunge”). On 2 July 2025, the Bunge Transaction was successfully completed. As part of this transaction, Bunge acquired all outstanding shares of the Company in exchange for a combination of Bunge shares and cash.

 

These unaudited condensed consolidated interim financial statements for the six months ended 30 June 2025 were authorised for issuance by the Board of Directors on 3 September 2025.

 

Basis of preparation

 

These unaudited condensed consolidated interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting issued by the International Accounting Standards Board ("IASB") effective for the Company’s reporting for the six months ended 30 June 2025.

 

These unaudited condensed consolidated interim financial statements should be read in conjunction with the Group’s consolidated financial statements as at 31 December 2024. The Group’s consolidated financial statements as at 31 December 2024 were prepared in accordance with IFRS® Accounting Standards as issued by the IASB.

 

The accounting policies, critical accounting judgements and key accounting estimates applied in the unaudited condensed consolidated interim financial statements are consistent with those applied in the Group’s consolidated financial statements as at 31 December 2024, except as described further below.

 

The income tax expense for the six months ended 30 June 2025 is determined by applying the actual effective tax rate to the year-to-date adjusted profit before tax, as this represents the best estimate of the annual effective tax rate.

 

Following closing of the Bunge Transaction on 2 July 2025, the activities of the Viterra Group entities will be merged with the activities of Bunge. The merger of Viterra Limited into Bunge will be executed under universal title, resulting in the transfer of all assets and liabilities of Viterra Limited to Bunge.

 

Viterra 2025 Unaudited Condensed Consolidated Interim Financial Statements 10

 

 

Notes to the unaudited condensed consolidated interim financial statements

For the six months ended 30 June (unaudited)

 

 

1. ACCOUNTING POLICIES (continued)

 

Notwithstanding the closing of the Bunge Transaction, the Directors have assessed that they have, at the date of this report, a reasonable expectation that the Group has adequate resources to continue in operational existence for at least 12 months after the date that these financial statements were authorised for issue. Therefore, the unaudited condensed consolidated interim financial statements for the six months ended 30 June 2025 have been prepared on a going concern basis.

 

All amounts are presented in millions of United States Dollars (“USD”, “US Dollar” or “$”), unless otherwise stated, consistent with the predominant functional currency of Viterra’s operations.

 

Adoption of new and revised standards

 

The following amendments to existing accounting pronouncements became effective as of 1 January 2025 and have been adopted by the Group:

 

·       Lack of exchangeability (Amendments to IAS 21)

 

The amendments did not have a material impact on the Group’s unaudited condensed consolidated interim financial statements. There are no standards issued but not yet effective that the Group expects to have a material impact on its financial statements.

 

2. REVENUE

 

Revenue for the period comprises the following:

 

US$ million Six months ended
30 June 2025
Six months ended
30 June 2024
Grain 9,582 11,084
Oilseeds 10,121 10,205
Sugar 613 444
Cotton 453 620
Freight1 205 219
Total 20,974 22,572

1 Freight revenue is recognised over time as the related performance obligation is satisfied over time.

 

3. INTEREST EXPENSE

 

Interest expense for the period comprises the following:

 

US$ million Six months ended
30 June 2025
Six months ended
30 June 2024
Revolving credit facilities1 (93) (102)
Other bank loans1 (42) (55)
Capital market notes1 (60) (64)
Lease obligations1 (25) (31)
Other (3) (5)
Total (223) (257)

1 Refer to note 11: Borrowings.

 

Viterra 2025 Unaudited Condensed Consolidated Interim Financial Statements 11

 

 

Notes to the unaudited condensed consolidated interim financial statements

For the six months ended 30 June (unaudited)

 

 

4. INCOME TAX

 

The major components of income tax expense in the condensed consolidated statement of income are:

 

US$ million Six months ended
30 June 2025
  Six months ended
30 June 2024
 
Current income tax expense  (49)  (64)
Deferred income tax recovery relating to origination and reversal of temporary differences  33   135 
Total income tax (expense)/recovery reported in the condensed consolidated statement of income  (16)  71 

 

The effective Group tax rate for the period ended 30 June 2025 and 30 June 2024 is different from the weighted average income tax rate of 18% (2024: 20%).

 

The weighted average income tax rate is highly dependent on the geographic distribution of the Group’s worldwide profits and losses.

 

The effective tax rate is sensitive to specific circumstances, transactions and tax regulations in individual jurisdictions which can result in unusual or non-recurring tax adjustments.

 

The principal reasons for the difference between the effective Group tax rate and the weighted average income tax rate for the period ended 30 June 2025 was primarily driven by adjustments in respect of prior years, partially offset by inflation adjustments in Argentina. Furthermore, additional derecognition of deferred tax assets, mainly in the Netherlands and Hungary, negatively impacted the effective tax rate.

 

The effective tax rate for the interim period ended 30 June 2024 was primarily driven by significant inflation and foreign exchange adjustments in Argentina and Brazil. Furthermore, additional non-deductible transaction costs relating to the Bunge Transaction as well as tax exempt income relating to the release of previously recognised provisions impacted the effective tax rate.

 

US$ million Six months ended
30 June 2025
  Six months ended
30 June 2024
 
Loss before income taxes and attribution  (183)  (1)
Less: Share of income from associates and joint ventures  (2)  (24)
Group loss before income tax  (185)  (25)
Income tax expense calculated at the weighted average income tax rate  33   5 
Tax effects of:        
Tax exempt income  2   8 
Items not tax deductible  (6)  (6)
Foreign exchange fluctuations  (15)  (18)
Changes in tax rates and adjustments in respect of prior years  (26)  9 
Utilisation and changes in recognition of tax losses and temporary differences  (23)  9 
Inflation adjustments  23   69 
Other  (4)  (5)
Income tax (expense)/recovery  (16)  71 

 

 

Viterra 2025 Unaudited Condensed Consolidated Interim Financial Statements 12

 

 

Notes to the unaudited condensed consolidated interim financial statements

For the six months ended 30 June (unaudited)

 

 

5. DISPOSAL GROUP AND ASSETS HELD FOR SALE

 

In August 2024, the European Commission approved, under the EU Merger Regulation, the Bunge Transaction on condition that Viterra’s entire business in Hungary as well as part of Viterra's business in Poland will be ringfenced and sold. The sale in Poland includes Viterra’s Bodaczow processing facility, commercial activities relating to oilseeds origination to supply such facility, as well as the Trawniki, Kętrzyn, Szamotuły and Werbkowice storage facilities. Viterra has agreed the terms and conditions for the ringfencing and sale of these businesses with the European Commission and the divestment is subject to certain European Commission approvals and closing of the Bunge Transaction.

 

On 3 December 2024, Viterra entered into agreements with a buyer to sell these businesses. The closing of these transactions is contingent on the fulfilment of customary closing conditions, including receipt of regulatory approvals, and closing of the Bunge Transaction. All these customary closing conditions are satisfied. Viterra expects the sale to be finalised in September 2025 and as such these businesses are classified as held for sale in accordance with IFRS 5 Non-current Assets Held for Sale as at 30 June 2025.

 

Assets and liabilities classified as held for sale are required to be recorded at the lower of carrying value or fair value less any costs to sell. The agreed sales price less cost to sell for the businesses exceeds the carrying value of the net assets of the businesses as of 30 June 2025, and accordingly, no adjustment to the asset value was necessary.

 

Assets and liabilities of the disposal group held for sale at 30 June 2025 comprise the following:

 

US$ million Disposal
group
Assets  
Non-current assets  
Property, plant and equipment 246
Intangible assets 5
Deferred tax assets 4
  255
Current assets  
Inventories 130
Accounts receivable 75
Other financial assets 35
Income tax receivable 7
Cash and cash equivalents 17
  264
Total assets held for sale 519
   
Non-current liabilities  
Borrowings 76
Deferred tax liabilities 9
Other long-term liabilities 6
  91
Current liabilities  
Borrowings 44
Accounts payable 61
Provisions 1
Other financial liabilities 31
  137
Total liabilities held for sale 228
Total net assets held for sale 291

 

Viterra 2025 Unaudited Condensed Consolidated Interim Financial Statements 13

 

 

Notes to the unaudited condensed consolidated interim financial statements

For the six months ended 30 June (unaudited)

 

 

6. PROPERTY, PLANT AND EQUIPMENT

 

US$ million Freehold land
and buildings
  Plant and
equipment
  Right-of-use
assets -
Freehold land
and buildings
  Right-of-use
assets -
Plant and
equipment
  Bearer
plants
  Total 
Gross carrying amount:                        
1 January 2025  1,193   4,952   357   1,861   112   8,475 
Additions  4   117         19   140 
Additions of right-of-use assets        29   81      110 
Disposals  (1)  (9)  (23)  (154)     (187)
Effect of foreign currency exchange movements  41   150   32   15   16   254 
Reclassification to held for sale     (8)           (8)
Other movements  5   (13)        1   (7)
30 June 2025  1,242   5,189   395   1,803   148   8,777 
                         
Accumulated depreciation and impairment:                        
1 January 2025  311   2,248   142   1,392   50   4,143 
Depreciation  23   150   25   172   7   377 
Disposals  (5)  (17)  (17)  (152)     (191)
Effect of foreign currency exchange movements  14   90   13   10   7   134 
30 June 2025  343   2,471   163   1,422   64   4,463 
Net book value 30 June 2025  899   2,718   232   381   84   4,314 
Net book value 31 December 2024  882   2,704   215   469   62   4,332 

 

Plant and equipment includes capitalised expenditure for construction in progress of $213 million (2024: $203 million). Depreciation expenses included in cost of goods sold are $367 million (2024: $439 million) and in selling and administrative expenses $10 million (2024: $10 million). Property, plant and equipment with a carrying amount of $469 million (2024: $483 million) have been pledged to secure borrowings of the Group.

 

Leases

 

The Group leases various assets including land and buildings and plant and equipment. The net book value of right-of-use assets amounts to $613 million (2024: $684 million).

 

Disclosure of amounts recognised as lease liabilities in the statement of financial position are included in note 11, and future commitments are disclosed in note 15.

 

Viterra 2025 Unaudited Condensed Consolidated Interim Financial Statements 14

 

 

Notes to the unaudited condensed consolidated interim financial statements

For the six months ended 30 June (unaudited)

 

 

7. INVENTORIES

 

Total inventories of $5,683 million (2024: $7,045 million) comprise $4,961 million (2024: $6,704 million) of inventories carried at fair value less costs of disposal and $722 million (2024: $341 million) of inventories valued at the lower of cost or net realisable value.

 

Readily marketable inventories (RMI), comprising the core inventories which underpin and facilitate Viterra’s marketing activities, represent inventories that, in Viterra’s assessment, are readily convertible into cash in the short term due to their liquid nature, widely available markets, and the fact that price risk is covered either by a forward physical sale or a hedge transaction. Viterra regularly assesses the composition of these inventories and their applicability, relevance and availability to the marketing activities. As at 30 June 2025, $5,497 million (2024: $6,892 million) of inventories were considered readily marketable. This comprises $4,943 million (2024: $6,683 million) of inventories carried at fair value less costs of disposal and $554 million (2024: $209 million) carried at the lower of cost or net realisable value. Given the highly liquid nature of these inventories, which represent a significant share of current assets, the Group believes it is appropriate to consider them together with cash equivalents in analysing Group net debt levels and computing certain debt coverage ratios and credit trends.

 

Fair value of inventories is a Level 2 fair value measurement (refer to note 14) using observable market prices obtained from exchanges, traded reference indices, or market survey services adjusted for relevant location and quality differentials. There are no significant unobservable inputs in the fair value measurement of such inventories.

 

Viterra has a number of dedicated financing facilities, which finance a portion of its inventories. In each case, the inventory has not been derecognised as the Group retains control of the inventory. The proceeds received are recognised as current borrowings (refer to note 11). As at 30 June 2025, the total amount of inventory secured under such facilities was $210 million (2024: $710 million) and proceeds received and classified as current borrowings amounted to $181 million (2024: $586 million).

 

8. ACCOUNTS RECEIVABLE

 

US$ million as at
30 June 2025
as at
31 December 2024
Financial assets at amortised cost    
Trade receivables1 1,448 1,611
Margin calls paid 126 256
Associated companies1 33 30
Other receivables2 43 45
Non-financial instruments    
Advances repayable with product 401 296
Prepaid expenses 51 40
Other tax and related receivables 436 305
Total 2,538 2,583

1 Collectively referred to as receivables presented net of allowance for doubtful debts.

2 Includes loans receivable in the amount of $4 million (2024: $4 million), presented net of loss allowance.

 

As at 30 June 2025, the total amount of trade receivables secured was $313 million (2024: $433 million) and proceeds received and classified as current borrowings amounted to $269 million (2024: $309 million).

 

Viterra 2025 Unaudited Condensed Consolidated Interim Financial Statements 15

 

 

Notes to the unaudited condensed consolidated interim financial statements

For the six months ended 30 June (unaudited)

 

 

8. ACCOUNTS RECEIVABLE (continued)

 

The movement in the loss allowance is detailed below:

 

US$ million as at
30 June 2025
  as at
31 December 2024
 
1 January  86   101 
Released during the period  (30)  (42)
Charged during the period  26   44 
Reclassified to held for sale  (4)  (4)
Utilised during the period  12   (13)
Total  90   86 

 

9. CASH AND CASH EQUIVALENTS

 

US$ million as at
30 June 2025
as at
31 December 2024
Bank and cash on hand 891 293
Deposits and treasury bills 564 395
Total 1,455 688

 

Included within deposits and treasury bills is $272 million (2024: $282 million) held with banks for the purpose of settlement of outstanding letters of credit.

 

10. SHARE CAPITAL AND RESERVES

 

For the six months ended 30 June 2025, an aggregate of $121 million of distributions, accounted for as a reduction of share premium, was returned to Viterra’s shareholders in proportion to their respective ownership interest in Viterra Limited (for the six months ended 30 June 2024: $117 million). The distributions and the reduction of share premium had no impact on shareholding.

 

11. BORROWINGS

 

US$ million as at
30 June 2025
as at
31 December 2024
Non-current borrowings    
Capital market notes 2,131 2,610
Revolving credit facilities 3,544 1,344
Lease liabilities 466 470
Other bank loans1 24 45
Total non-current borrowings 6,165 4,469
Current borrowings    
Secured inventory/receivables/other facilities 722 1,177
Capital market notes 1,187 517
Revolving credit facilities 477
Lease liabilities 223 261
Other bank loans1 344 1,221
Total current borrowings 2,476 3,653

1 Comprises various uncommitted and unsecured bilateral bank credit facilities.

 

Viterra 2025 Unaudited Condensed Consolidated Interim Financial Statements 16

 

 

Notes to the unaudited condensed consolidated interim financial statements

For the six months ended 30 June (unaudited)

 

 

11. BORROWINGS (continued)

 

The outstanding secured inventory/receivables/other facilities of $722 million (2024: $1,177 million) comprise an inventory borrowing base facility of $Nil (2024: $495 million) that accumulates interest at a rate of BBSY (bank bill swap bid rate) +75 basis points (2024: +75 basis points), a borrowing base facility of $450 million (2024: $400 million) at an interest rate of Daily Simple SOFR +80 basis points (2024: + 80 basis points) and borrowing for trade finance of $272 million (2024: $282 million) secured against cash deposit of the same amount as at 30 June 2025.

 

Capital market notes

 

The capital market notes include bonds issued under Rule 144A of the Securities Act of 1933 ("US 144A Bonds") in April 2022, in the amounts of $450 million and $300 million, respectively. Interest payments are due semi-annually in April and October of each year.

 

Viterra issued US 144A Bonds during April 2021, and issued Eurobonds during September 2021. Interest on the US 144A Bonds is payable semi-annually in arrears. Interest on the Eurobonds is payable annually in arrears.

 

Historically, Viterra has applied fair value hedge and cash flow hedge accounting to the capital market notes, achieved via interest rate and cross currency swaps. On 30 June 2025, both interest rate and cross currency swaps have been terminated, thus leading to termination of the hedge accounting as well. The termination resulted in $8 million of the cash flow hedge reserve built up in OCI to be recycled as a loss in statement of income and loss.

 

The details of outstanding borrowings and the carrying amounts are outlined below:

 

US $ million Maturity as at
30 June 2025
as at
31 December 2024
USD 450 million 4.9% coupon bonds April 2027 438 429
USD 300 million 5.25% coupon bonds April 2032 278 266
USD 600 million 2.00% coupon bonds April 2026 599 599
USD 600 million 3.20 % coupon bonds April 2031 596 596
EUR 500 million 0.375% coupon bonds September 2025 588 517
EUR 700 million 1.00% coupon bonds September 2028 819 720
Total capital market notes   3,318 3,127

 

Revolving credit facility

 

The revolving credit facilities available to Viterra as at 30 June 2025 are summarised below.

 

On 6 May 2024, the $4.11 billion one-year revolving credit facility was extended for a year for an amount of $3.96 billion with a new maturity date of June 2025. The facility has a one-year term-out option at Viterra's discretion (until June 2026). Funds drawn under this facility bear interest at Daily Simple SOFR +65 bps per annum. In May 2025, the $3.96 billion revolving credit facility was extended for another year for an amount of $3.81 billion with a new maturity date of June 2026. The facility has a one-year term-out option at Viterra's discretion (until June 2027).

 

After executing one of the two extension options (at lender’s discretion) in 2023, the maturity date of the $1 billion three-year revolving credit facility agreement is May 2026. Funds drawn under the facility bear interest at compounded SOFR +60 basis points per annum. In May 2025, the $1.0 billion revolving credit

 

Viterra 2025 Unaudited Condensed Consolidated Interim Financial Statements 17

 

 

Notes to the unaudited condensed consolidated interim financial statements

For the six months ended 30 June (unaudited)

 

 

facility was extended for another year for an amount of $0.96 billion with a new maturity date of May 2027.

 

12. ACCOUNTS PAYABLE

 

US$ million

as at

30 June 2025

as at

31 December 2024

Financial liabilities at amortised cost    
Trade payables 2,399 3,021
Margin calls received 4 100
Associated companies 5 3
Other payables and accrued liabilities 99 143
Non-financial instruments    
Advances settled in product 351 362
Payables to employees 136 151
Other tax and related payables 42 45
Total 3,036 3,825

 

13. FINANCIAL INSTRUMENTS

 

Fair value of financial instruments

 

The following tables present the carrying values and fair values of Viterra’s financial instruments.

 

Financial assets and liabilities are presented by class in the table below at their carrying values, which approximate the fair values with the exception of $3,318 million (2024: $3,127 million) of capital market notes, the fair value of which at 30 June 2025 was $3,254 million (2024: $3,021 million) based on observable market prices applied to the borrowing portfolio (a Level 1 fair value measurement).

 

US$ million
As at 30 June 2025
Notes

Amortised

cost

FVtPL1 FVtOCI2 Total
Assets          
Other investments3   19 19
Advances and loans   89 89
Accounts receivable 8 1,650 1,650
Other financial assets 14 978 978
Cash and cash equivalents 9 1,455 1,455
Total financial assets4   3,194 978 19 4,191
           
Liabilities          
Borrowings 11 8,641 8,641
Accounts payable 12 2,507 2,507
Other financial liabilities 14 681 681
Total financial liabilities4   11,148 681 11,829

 

1 FVtPL - Fair value through profit and loss. 

2 FVtOCI - Fair value through other comprehensive income. Gain on equity instruments recognised in other comprehensive income in 2025 amounted to $2 million. 

3 Other investments of $13 million are classified as Level 1 measured using quoted market prices with the remaining balance of $6 million being investments in private companies, classified as Level 2 measured using discounted cash flow models.

4 Amounts consist of both long-term and short-term financial assets/financial liabilities.

 

Viterra 2025 Unaudited Condensed Consolidated Interim Financial Statements 18

 

 

Notes to the unaudited condensed consolidated interim financial statements

For the six months ended 30 June (unaudited)

 

 

13. FINANCIAL INSTRUMENTS (continued)

 

US$ million
As at 31 December 2024
Notes

Amortised

cost

FVtPL1 FVtOCI2 Total
Assets          
Other investments3   17 17
Advances and loans   49 49
Accounts receivable 8 1,942 1,942
Other financial assets 14 1,173 1,173
Cash and cash equivalents 9 688 688
Total financial assets4   2,679 1,173 17 3,869
           
Liabilities          
Borrowings 11 8,122 8,122
Accounts payable 12 3,267 3,267
Other financial liabilities 14 1,037 1,037
Total financial liabilities4   11,389 1,037 12,426

 

1 FVtPL - Fair value through profit and loss. 

2 FVtOCI - Fair value through other comprehensive income. Loss on equity instruments recognised in other comprehensive income for the six months ended 30 June 2024 comprised $1 million. 

3 Other investments of $11 million are classified as Level 1 measured using quoted market prices with the remaining balance of $6 million being investments in private companies, classified as Level 2 measured using discounted cash flow models. 

4 Amounts consist of both long-term and short-term financial assets/financial liabilities.

 

14. FAIR VALUE MEASUREMENTS

 

Fair values are primarily determined using quoted market prices or standard pricing models using observable market inputs where available and are presented to reflect the expected gross future cash in/outflows. Viterra classifies the fair values of its financial instruments into a three-level hierarchy based on the degree of the source and observability of the inputs that are used to derive the fair value of the financial asset or liability as follows:

 

Level 1: Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that Viterra can assess at the measurement date; or

 

Level 2: Inputs other than quoted inputs included in Level 1 that are observable for the assets or liabilities, either directly or indirectly; or

 

Level 3: Unobservable inputs for the assets or liabilities, requiring Viterra to make market-based assumptions.

 

Level 1 classifications include futures and options that are exchange traded, whereas Level 2 classifications primarily include swaps and physical forward transactions, which derive their fair value primarily from exchange quotes and readily observable broker quotes.

 

Viterra 2025 Unaudited Condensed Consolidated Interim Financial Statements 19

 

 

Notes to the unaudited condensed consolidated interim financial statements

For the six months ended 30 June (unaudited)

 

 

14. FAIR VALUE MEASUREMENTS (continued)

  

The following tables show the fair values of the derivative financial instruments including trade related financial and physical forward purchase and sale commitments by type of contract and non-current other financial liabilities as at 30 June 2025 and 31 December 2024. Other assets and liabilities which are measured at fair value on a recurring basis are biological assets, marketing inventories, other investments, and cash and cash equivalents. Refer to notes 7, 9 and 13 for disclosure in connection with these fair value measurements. There are no non-recurring fair value measurements.

 

Other financial assets 2025

 

US$ million
As at 30 June 2025
Level 1 Level 2 Level 3 Total
Commodity related contracts        
Futures 89 2 91
Options 3 3
Physical forwards 785 785
Financial contracts        
Foreign currency futures and forwards 99 99
Total 92 886 978
Current 92 886 978
Non-current

 

Other financial liabilities 2025

 

US$ million
As at 30 June 2025
Level 1 Level 2 Level 3 Total
Commodity related contracts        
Futures 31 31
Options 1 1
Physical forwards 466 466
Financial contracts        
Cross currency swaps 9 9
Interest rate swaps 29 29
Foreign currency futures and forwards 1 144 145
Total 33 648 681
Current 33 648 681
Non-current

 

Other financial assets 2024

 

US$ million
As at 31 December 2024
Level 1 Level 2 Level 3 Total
Commodity related contracts        
Futures 243 1 244
Options 25 25
Physical forwards 770 770
Financial contracts        
Foreign currency futures and forwards 3 131 134
Total 271 902 1,173
Current 271 902 1,173
Non-current

 

Viterra 2025 Unaudited Condensed Consolidated Interim Financial Statements 20

 

 

Notes to the unaudited condensed consolidated interim financial statements

For the six months ended 30 June (unaudited)

 

 

14. FAIR VALUE MEASUREMENTS (continued)

 

Other financial liabilities 2024

 

US$ million
As at 31 December 2024
Level 1 Level 2 Level 3 Total
Commodity related contracts        
Futures 155 155
Options 25 25
Physical forwards 423 423
Financial contracts        
Cross currency swaps 158 158
Interest rate swaps 49 49
Foreign currency futures and forwards 1 226 227
Total 181 856 1,037
Current 181 719 900
Non-current 137 137

 

During the period no amounts were transferred between Level 1 and Level 2 of the fair value hierarchy and no amounts were transferred into or out of Level 3 of the fair value hierarchy for either other financial assets or other financial liabilities.

 

15. FUTURE COMMITMENTS

 

Capital expenditure for the acquisition of property, plant and equipment is generally funded through the cash flow generated by the respective industrial entities. As at 30 June 2025, $98 million (2024: $85 million), of which 98% (2024: 95%) relates to expenditure to be incurred over the next year, was contractually committed for the acquisition of property, plant and equipment.

 

Viterra procures seagoing vessels/chartering services to meet its overall marketing objectives and commitments. As at 30 June 2025, Viterra has committed to future vessel hire costs to meet future physical delivery and sale obligations and expectations of $272 million (2024: $74 million), of which $172 million (2024: $60 million), or 63% (2024: 81%), of the total charters are for services to be received over the next two years. Once the chartering date is reached, the vessels and related liabilities are accounted for as leases.

 

Total future commitments relating to leases are aged as follows:

 

US$ million 2025 2024
Within 1 year 162 57
Between 2 and 5 years 59 19
After 5 years 54 1
Total 275 77

 

As part of Viterra’s ordinary sourcing and procurement of physical commodities and other ordinary marketing obligations, the selling party may request that a financial institution act as either (a) the paying party upon the delivery of product and qualifying documents through the issuance of a letter of credit or (b) the guarantor by way of issuing a bank guarantee accepting responsibility for Viterra’s contractual obligations. As at 30 June 2025, $168 million (2024: $155 million) of such commitments have been issued on behalf of Viterra, which will generally be settled simultaneously with the payment for such commodity or rehabilitation and pension obligation.

 

Viterra 2025 Unaudited Condensed Consolidated Interim Financial Statements 21

 

 

Notes to the unaudited condensed consolidated interim financial statements

For the six months ended 30 June (unaudited)

 

 

16. CONTINGENT LIABILITIES

  

The amount of corporate guarantees in favour of third parties as at 30 June 2025 was $17 million (2024: $12 million).

 

The Group is subject to various claims which arise in the ordinary course of business as detailed below. These contingent liabilities are reviewed on a regular basis and where practical an estimate is made of the potential financial impact on the Group. As at 30 June 2025 and 31 December 2024, the Group identified no material contingent liabilities.

 

Litigation

 

Certain legal proceedings, claims and unresolved disputes are pending against Viterra in respect of which the timing of resolution and potential outcome (including any future financial obligations) are uncertain and no liabilities have been recognised in relation to these matters.

 

Environmental contingencies

 

Viterra’s operations are subject to various environmental laws and regulations. Viterra is in material compliance with those laws and regulations. Viterra accrues for environmental contingencies when such contingencies are probable and reasonably estimable. Such accruals are adjusted as new information develops or circumstances change. Recoveries of environmental remediation costs from insurance companies and other parties are recorded as assets when the recoveries are virtually certain. At this time, Viterra is unaware of any material environmental incidents at its locations.

 

Tax audits

 

Viterra is inherently exposed to tax risks and uncertainty over tax treatments. Viterra assesses its tax treatments for all tax years open to audit based upon the latest available information. For those positions that are not expected to be accepted by tax authorities, the Group records its best estimate of these tax liabilities, including related interest charges. Viterra assesses the most likely amount or expected value of the tax treatment in line with International Financial Reporting Interpretation 23 ("IFRIC 23"). Inherent uncertainties exist in estimates of tax contingencies due to complexities of interpretation and changes in tax laws. Whilst Viterra believes it has adequately provided for the outcome of these matters, future results may include favourable or unfavourable adjustments to these estimated tax liabilities in the period the assessments are made or resolved.

 

In July 2018, the Canada Revenue Agency ("CRA") commenced an audit of Viterra Canada Inc.'s tax return for the fiscal year 2014. Following the completion of the audit, in December 2020 the CRA issued a material reassessment for which the Company has not recognized a provision. The assessment impacted two corresponding jurisdictions namely the Netherlands and Singapore. To resolve the potential double taxation that may arise, Viterra timely filed multiple Mutual Agreement Procedures (“MAP’s”) in the respective jurisdictions. In 2024 the Netherlands and Canada concluded their MAP procedure with no double taxation to Viterra. The Singapore MAP is currently ongoing.

 

Viterra Canada has also received material final assessments from the CRA relating to the disallowance of non-capital loss balances so utilised by Viterra Canada during the 2016 to 2020 tax periods for which the Company has not recognised a provision.

 

Although inherent uncertainties exist in estimates of tax contingencies due to complexities of interpretation and changes in tax laws, the Company is of the view that no significant changes are required to its tax position. 

 

Viterra 2025 Unaudited Condensed Consolidated Interim Financial Statements 22

 

 

Notes to the unaudited condensed consolidated interim financial statements

For the six months ended 30 June (unaudited)

 

 

17. RELATED PARTIES

  

For the period ended 30 June 2025, there are no new significant related party relationships, as well as no significant related party transactions that are relevant for disclosure to get an understanding of the changes in the financial position and performance of the Company, since the end of the last annual reporting period.

 

18. SUBSEQUENT EVENTS

 

On 2 July 2025 the Bunge Transaction has been successfully consummated. As a result, Viterra Limited has become wholly-owned subsidiary of Bunge Global SA. Subsequent to the closing of the Bunge Transaction, Bunge implemented changes in the financial structure of Viterra Group.

 

Viterra 2025 Unaudited Condensed Consolidated Interim Financial Statements 23

 

 

 

Exhibit 99.2

 

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

Introduction

 

On July 2, 2025, Bunge Global SA (“Bunge”) completed its previously announced acquisition of Viterra Limited (“Viterra”) in a stock and cash transaction pursuant to a definitive business combination agreement (the "Business Combination Agreement") with Viterra and its shareholders including certain affiliates of Glencore PLC, Canada Pension Plan Investment Board, and British Columbia Investment Management Corporation (collectively, the "Sellers"). The acquisition of Viterra (the “Acquisition”) creates a premier global agribusiness solutions company for food, feed and fuel, well positioned to meet the demands of increasingly complex markets and better serve farmers and end-customers.

 

Pursuant to the terms of the Business Combination Agreement, Viterra shareholders received approximately 65.6 million registered shares of Bunge, with an aggregate value of approximately $5.3 billion as of July 2, 2025, and approximately $1.9 billion in cash, in return for 100% of the outstanding equity of Viterra. The cash consideration and repayment of certain debt of Viterra were financed through a combination of cash on hand and Bunge's existing debt instruments.

 

Upon the closing of the Acquisition, the Sellers owned approximately 33% of Bunge's registered shares.

 

The following table summarizes the total purchase consideration transferred in exchange for 100% of the outstanding equity and repayment of certain debt of Viterra:

 

(US$ in millions)   
Fair value of Bunge stock issued (1)  $5,340
Cash consideration (2)   1,880
Repayment of certain debt of Viterra   3,554
Effective settlement of pre-existing relationships   (157)
Total purchase consideration  $10,617

 

(1)Based on Bunge's closing share price on The New York Stock Exchange as of July 2, 2025 of $81.39 per share.
(2)Represents the base amount of cash consideration transferred to the Sellers, adjusted for certain items per the terms of the Business Combination Agreement.

 

In connection with the execution of the Business Combination Agreement, Bunge and Bunge Limited Finance Corp. ("BLFC") previously entered into a debt commitment letter (the “Initial Debt Commitment Facility”) with Sumitomo Mitsui Banking Corporation and a consortium of lenders (the "Lenders"), pursuant to which the Lenders committed to provide Bunge with $7.7 billion of unsecured term loans, which included tranches maturing 364 days, 2 years, and 3 years from one business day prior to the closing date of the Acquisition. Additionally, a $300 million delayed draw term loan (the “Delayed Draw Term Loan”) from CoBank and the U.S. farm credit system was arranged.

 

In connection with the Acquisition, on June 30, 2025, Bunge (i) borrowed $2.0 billion under the 3-year tranche term loan of the Initial Debt Commitment Facility (the "Term Loan due 2028"), and (ii) borrowed $300 million under the Delayed Draw Term Loan (such borrowings, collectively, the "Term Loan Borrowings"). The Term Loan Borrowings were used, along with existing Cash and cash equivalents and proceeds from other sources, to fund a portion of the cash consideration for Bunge’s Acquisition of Viterra and to repay a portion of certain Viterra debt settled at the closing of the Acquisition, including, in each case, related fees and expenses, and, with any remaining amounts, for general corporate purposes. On October 29, 2025, Bunge repaid $1.0 billion of the $2.0 billion Term Loan due 2028 using proceeds from borrowings under other corporate credit facilities, including the $3 Billion Commercial Paper Program.

 

 1 

 

 

Senior Notes

 

On September 17, 2024, Bunge completed the sale and issuance of (i) $400 million aggregate principal amount of 4.100% senior notes due 2028, (ii) $800 million aggregate principal amount of 4.200% senior notes due 2029, and (iii) $800 million aggregate principal amount of 4.650% senior notes due 2034 ("Senior Notes"). Collectively, the three tranches of Senior Notes total an aggregate principal amount of $2.0 billion. The Senior Notes are fully and unconditionally guaranteed by Bunge. The offering was made pursuant to a shelf registration statement on Form S-3 (Registration No. 333-282003) filed by the Company and its 100% owned finance subsidiary, BLFC, with the SEC. The net proceeds of the offering were approximately $1.98 billion after deducting underwriting commissions, the original issue discount, and offering fees and expenses payable by Bunge.

 

Exchange Offers and Consent Solicitations of Viterra Notes

 

On September 9, 2024, Bunge's wholly-owned subsidiary, BLFC, commenced offers (the "US Exchange Offers") to exchange all outstanding notes of certain series (the "Existing USD Viterra Notes") 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 the third quarter of 2025, BLFC completed the US Exchange Offers, exchanging $1.92 billion of Existing USD Viterra Notes for new notes with the identical interest rates and maturities issued by BLFC.

 

Concurrently with the US Exchange Offers, BLFC successfully solicited consents, on behalf of VFBV, and VFBV amended the respective indentures governing the Existing USD Viterra Notes to, among other things, eliminate certain of the covenants, restrictive provisions and events of default, and modify or amend certain other provisions, including unconditionally releasing and discharging the guarantees by each of Viterra and Viterra B.V. ("US Consent Solicitation").

 

In addition, in the third quarter of 2025, Bunge completed the amendment of the indentures governing VFBV's outstanding 500 million Euro aggregate principal amount of 0.375% senior unsecured notes due 2025 (the "0.375% Senior Notes Due 2025 - Euro") and outstanding 700 million Euro aggregate principal amount of 1.000% senior unsecured notes due 2028 (collectively, the "Existing Euro Viterra Notes") to, among other things, substitute the issuer and guarantors of such notes with Bunge Finance Europe B.V., a wholly owned finance subsidiary of Bunge, as issuer, and Bunge as guarantor (the "European Consent Solicitation"). The 0.375% Senior Notes Due 2025 - Euro were fully repaid in accordance with the terms of the agreement in September 2025.

 

The US Exchange Offers, US Consent Solicitation, and European Consent Solicitation were conditioned, among other things, upon the completion of the Acquisition. For this reason, the Existing USD Viterra Notes and Existing Euro Viterra Notes were not recognized on Bunge's consolidated balance sheet until the third quarter of 2025, following the completion of the Acquisition.

 

The unaudited pro forma condensed combined financial information has been prepared by Bunge in accordance with Regulation S-X Article 11, Pro Forma Financial Information, as amended by the final rule, Amendments to Financial Disclosures About Acquired and Disposed Businesses, as adopted by the Securities and Exchange Commission on May 20, 2020. The following unaudited pro forma condensed combined financial information of Bunge for the year ended December 31, 2025, is derived from Bunge’s audited historical consolidated financial statements as included in the filing on Form 10-K, which are incorporated by reference, and Viterra’s unaudited historical condensed consolidated interim financial statements for the six months ended June 30, 2025, which are included in the Exhibit 99.1 to this Current Report on Form 8-K. Both Bunge and Viterra prepare historical consolidated financial statements based on a calendar year end basis. Viterra prepared its consolidated financial statements under IFRS® Accounting Standards as issued by the International Accounting Standards Board.

 

No unaudited pro forma condensed combined balance sheet is presented herein because the Acquisition is already reflected in the Company’s most recent audited consolidated balance sheet as of December 31, 2025, which Bunge filed with the Securities and Exchange Commission in Bunge’s Annual Report on Form 10-K for the year ended December 31, 2025.

 

The unaudited pro forma condensed combined financial information should be read in conjunction with the following information:

 

Notes to the unaudited pro forma condensed combined financial information.
Audited historical consolidated financial statements of Bunge as of and for the year ended December 31, 2025, which are included in Bunge's respective filing on Form 10-K for the year ended December 31, 2025.

 

 2 

 

 

Unaudited historical condensed consolidated interim financial statements of Viterra for the six months ended June 30, 2025, which are included in Exhibits 99.1 to this Current Report on Form 8-K.

 

The historical consolidated financial statements of Bunge and Viterra have been adjusted in the accompanying unaudited pro forma condensed combined financial information to give effect to pro forma adjustments which are necessary to account for the Acquisition, in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The unaudited pro forma adjustments are based upon available information and certain assumptions that management believes are reasonable. All adjustments are preliminary and subject to change.

 

The Acquisition of Viterra is accounted for as a business combination using the acquisition method of accounting with Bunge as the accounting acquirer in accordance with Accounting Standards Codification (“ASC”) Topic 805 (“ASC 805”). The excess of the consideration transferred over the fair value of the identifiable assets acquired and the liabilities assumed is recorded as goodwill. Due to the timing of the Acquisition, the valuation of the assets acquired and liabilities assumed has not yet been finalized, and as a result, preliminary estimates have been recorded and are subject to change. Any necessary adjustments from Bunge's preliminary estimates will be finalized within one year from the date of the Acquisition completion. Measurement period adjustments will be recorded in the period determined, as if it had been completed at the Acquisition date. The preliminary allocation of the fair value of assets acquired and liabilities assumed as of the Acquisition date is included in Bunge's consolidated balance sheet in Bunge’s Annual Report on Form 10-K for the year ended December 31, 2025.

 

The unaudited pro forma condensed combined financial information does not reflect any anticipated synergies or dis-synergies, operating efficiencies or cost savings, or integration costs that may result from the Acquisition. No assurance can be given that synergies, operating efficiencies or cost savings will be realized. Income taxes do not reflect the amounts that would have resulted had Bunge and Viterra filed consolidated income tax returns during the periods presented.

 

The following unaudited pro forma condensed combined financial information gives effect to the Acquisition and financing, which includes adjustments for the following:

 

a.Certain reclassifications to conform Viterra’s historical financial statement presentation to Bunge’s presentation, including accounting policy conformity adjustments. See Note 2 to the unaudited pro forma condensed combined statement of income;
b.Conversion adjustments to convert Viterra’s historical consolidated financial statements from IFRS to U.S. GAAP. See Note 3 to the unaudited pro forma condensed combined statement of income;
c.Pursuant to conditions set by the European Commission for regulatory approval of the Viterra Acquisition, Bunge sold Viterra’s business in Hungary, as well as part of Viterra's business in Poland ("EU Oilseeds Divestment”) on September 1, 2025, and the results of these operations were reported as discontinued operations during Bunge's period of ownership in accordance with ASC 205, Presentation of Financial Statements (“ASC 205”). Adjustments were made to exclude results of the EU Oilseeds Divestment which are discontinued operations for Bunge under ASC 205 for the period from January 1, 2025, to the close of the Acquisition, for purposes of the unaudited pro forma condensed combined statement of income for the year ended December 31, 2025. See Note 3 to the unaudited pro forma condensed combined statement of income;
d.Adjustments to reflect purchase accounting under ASC 805. See Note 4 to the unaudited pro forma condensed combined statement of income;
e.Non-recurring transaction costs in connection with the Acquisition. See Note 4 to the unaudited pro forma condensed combined statement of income;
f.Elimination of transactions between Bunge and Viterra. See Note 4 to the unaudited pro forma condensed combined statement of income; and
g.Interest income and expense related to proceeds and uses of the financing entered into in connection with the Acquisition. See Note 5 to the unaudited pro forma condensed combined statement of income.

 

The unaudited pro forma condensed combined financial information and related notes are provided for illustrative purposes only and do not purport to represent what the combined company’s actual results of operations or financial position would have been had the Acquisition been completed on the dates indicated, nor are they necessarily indicative of the combined company’s future results of operations or financial position for any future period.

 

 3 

 

 

Bunge has determined that the following dispositions are not significant. As such, the unaudited pro forma condensed combined financial information does not reflect the effects of Bunge's divestment of grain elevators in Western Canada, the 40% divestment of Bunge Iberica SA (“BISA”), the divestment of Bunge's European margarines and spreads business, or the divestment of Bunge's corn milling business in North America, as defined below.

 

·On January 14, 2025, the Government of Canada approved the Acquisition, subject to terms and conditions that require Bunge's divestment of six grain elevators in Western Canada. In the fourth quarter of 2025, the sale of five grain elevators was completed. The final remaining elevator sale was completed in the first quarter of 2026.

 

·On March 4, 2025, Bunge divested 40% of its Spanish operating subsidiary, BISA, to Repsol Industrial Transformation, SLU, a wholly owned subsidiary of Repsol SA, for a total net amount of approximately $206 million in cash and $80 million in deferred consideration. Following the consummation of the transaction, Bunge retained a controlling financial interest in BISA and continues to consolidate the entity.

 

·On March 21, 2025, Bunge entered into an agreement to sell its European margarines and spreads business to Vandemoortele Lipids NV for cash proceeds of approximately $239 million, subject to certain closing adjustments. Completion of the sale is subject to customary closing conditions, including regulatory approval, and it is expected to close in 2026.

 

·On April 8, 2025, Bunge entered into an agreement to sell substantially all of its corn milling business in North America to Grain Craft, LLC. On June 30, 2025, the transaction closed in accordance with the terms of the agreement. Upon closing, Bunge received cash proceeds of $470 million in consideration. The transaction close resulted in a gain on sale of $155 million recognized in Other income (expense) - net.

 

 4 

 

 

BUNGE GLOBAL SA AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME

For the year ended December 31, 2025

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

 

   Bunge FY
2025
Historical
  Viterra
Historical for
the Six Months
Ended June 30,
2025, After
Reclassifications,
GAAP and
Discontinued
Operations
Adjustments
(Notes 2 and 3)
  Viterra
Acquisition
Transaction
Accounting
Adjustments
(Note 4)
  Notes  Other
Transaction
Accounting
Adjustments
(Note 5)
  Notes  Pro Forma
Combined
Net sales  $70,329  $19,932  $(754)  4(a)  $-     $89,507
Cost of goods sold   (66,920)   (19,714)  756  4(a); 4(b); 4(c)   -      (85,878)
Gross profit   3,409   218   2      -      3,629
Selling, general and administrative expenses   (2,113)   (292)   11  4(d); 4(e); 4(h)   -      (2,394)
Interest income   202   14   -      (36)  5(a)   180
Interest expense   (628)   (194)   86  4(f); 4(i)   (83)  5(b)   (819)
Foreign exchange gains (losses) – net   (51)   (15)   -      -      (66)
Other income (expense) – net   289   85   -      -      374
Income (loss) from affiliates   26   1   -      -      27
Income (loss) from continuing operations before income tax   1,134   (183)   99      (119)      931
Income tax (expense) benefit   (288)   5   (3)  4(g)   29  5(c)   (257)
Income (loss) from continuing operations   846   (178)   96      (90)      674
Net (income) loss attributable to noncontrolling interests and redeemable noncontrolling interests   (27)   3   -      -      (24)
Net income (loss) from continuing operations attributable to Bunge shareholders  $819  $(175)  $96     $(90)     $650
                           
Net income per share:                          
Basic income from continuing operations per common share  $4.97                 6  $3.28
Diluted income from continuing operations per common share  $4.93                 6  $3.26
                           
Weighted average common shares outstanding:                          
Basic   165,042,767                 6(b)   197,758,803
Diluted   166,466,940                 6(b)   199,182,976

 

The accompanying notes are an integral part of these unaudited pro forma condensed combined financial information.

 

 5 

 

 

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

Note 1. BASIS OF PRESENTATION

 

The unaudited pro forma condensed combined financial information and related notes are prepared in accordance with Regulation S-X Article 11, Pro Forma Financial Information, as amended by the final rule, Amendments to Financial Disclosures About Acquired and Disposed Businesses, as adopted by the Securities and Exchange Commission on May 20, 2020.

 

Bunge’s historical consolidated financial statements were prepared in accordance with U.S. GAAP and presented in U.S. dollars. Viterra’s historical consolidated financial statements were prepared in accordance with IFRS and presented in U.S. dollars. As discussed in Note 2. Reclassification Adjustments, certain reclassification adjustments were made to align Viterra’s financial statement presentation with that of Bunge. As discussed in Note 3. U.S. GAAP Conversion and Discontinued Operations Adjustments, certain U.S. GAAP conversion adjustments were made to align Viterra’s financial statements to be in accordance with U.S. GAAP. Adjustments were made to exclude results from Viterra's EU Oilseeds Divestment for the purposes of the unaudited pro forma condensed combined statement of income for the year ended December 31, 2025. Viterra's EU Oilseeds Divestment is considered as a discontinued operation in accordance with ASC 205 and is not part of the combined company’s continuing operations. Therefore, the results of Viterra's EU Oilseeds Divestment are excluded from the unaudited pro forma condensed combined statement of income for the year ended December 31, 2025.

 

The unaudited pro forma condensed combined financial information is prepared using the acquisition method of accounting in accordance with ASC 805, with Bunge as the accounting acquirer, and based on the historical consolidated financial statements of Bunge and Viterra. Under ASC 805, assets acquired and liabilities assumed in a business combination are recognized and measured at the Acquisition date fair value. Transaction costs associated with a business combination are expensed as incurred. The excess of the consideration transferred over the fair value of the identifiable assets acquired and the liabilities assumed is recorded as goodwill. The acquisition consideration allocation and related adjustments reflected in this unaudited pro forma condensed combined financial information are preliminary and subject to revision based on a final determination of fair value throughout the measurement period, which is one year from the Acquisition date.

 

An unaudited pro forma condensed combined balance sheet is not presented as the audited consolidated balance sheet of Bunge as of December 31, 2025, included in the filing on Form 10-K, has already reflected the Acquisition. The unaudited pro forma condensed combined statement of income for the year ended December 31, 2025, gives effect to the Acquisition as if it had been completed on January 1, 2025.

 

The unaudited pro forma condensed combined statement of income for the year ended December 31, 2025, combines the audited consolidated statement of income of Bunge for the year ended December 31, 2025, and the unaudited condensed consolidated statement of income of Viterra for the six months ended June 30, 2025. Management determined that Viterra activity between June 30, 2025, and the Acquisition close date of July 2, 2025 is not material. Viterra’s results following the consummation of the Acquisition are included in Bunge’s audited consolidated statement of income for the year ended December 31, 2025. The unaudited condensed consolidated statement of income of Viterra for the six months ended June 30, 2025, have been prepared in a manner consistent with Viterra’s historical accounting policies.

 

The unaudited pro forma condensed combined financial information does not reflect any anticipated synergies or dis-synergies, operating efficiencies or cost savings, or integration costs that may result from the Acquisition. The pro forma adjustments represent Bunge’s best estimates and are based upon currently available information and certain assumptions that Bunge believes are reasonable under the circumstances.

 

 6 

 

 

Note 2. RECLASSIFICATION ADJUSTMENTS

 

In connection with the Acquisition, management made certain reclassification adjustments detailed in this note to conform Viterra’s unaudited condensed consolidated statement of income presentation to that of Bunge’s as indicated in the tables below. IFRS to U.S. GAAP adjustments are not included in the total adjustments identified in Note 2. Reclassification Adjustments; Note 3. U.S. GAAP Conversion and Discontinued Operations Adjustments provides additional information with respect to IFRS to U.S. GAAP adjustments. At the time of preparing the unaudited pro forma condensed combined financial information, other than the adjustments described herein, Bunge is not aware of any other material differences.

 

 7 

 

 

Unaudited Condensed Combined Statement of Income Adjustments

For the six months ended June 30, 2025

(U.S. dollars in millions)

 

Bunge Presentation   Viterra Historical
Presentation
  Viterra
Historical
  Reclassification
Adjustments
  Notes   Viterra
Historical
Adjusted for
Reclassification
Net sales   Revenue   $20,974  $(485)  2(a); 2(b); 2(h)   $20,489
Cost of goods sold   Cost of goods sold    (20,626)   398  2(a); 2(c); 2(h); 2(j)    (20,228)
Gross profit   Gross margin    348   (87)       261
Selling, general and administrative expenses   Selling and administrative expenses    (310)   7  2(c); 2(f)    (303)
Interest income   Interest income    16   -       16
Interest expense   Interest expense    (223)   -       (223)
Foreign exchange gains (losses) – net        -   (21)  2(e)    (21)
Other income (expense) – net            86  2(b); 2(i); 2(j)    86
    Other expense    (26)   26  2(e); 2(i)    -
    Other income    15   (15)  2(i)    -
Income (loss) from affiliates   Share of income from associates and joint ventures    2   (1)  2(d)    1
    (Loss)/gain on disposals/liquidations of investments    (3)   3  2(d)    -
    Dividend income    2   (2)  2(d)    -
    Impairment expense on trade receivables    (4)   4  2(f)    -
Income (loss) from continuing operations before income tax   Loss before income taxes    (183)   -       (183)
Income tax (expense) benefit            (16)  2(g)    (16)
    Current income tax expense    (49)   49  2(g)    -
    Deferred income tax recovery    33   (33)  2(g)    -
Net income (loss) from continuing operations   (Loss)/income for the period    (199)   -       (199)
Net (income) loss attributable to noncontrolling interests and redeemable noncontrolling interests   Attributable to non-controlling interests    3   -       3
Net income (loss) from continuing operations attributable to Bunge shareholders   Attributable to equity holders   $(196)  $-      $(196)

 

2(a).Adjustment to reclassify Viterra’s gains and losses on physical forward sales contracts within Revenue to Cost of goods sold. Viterra recognized revenue at the amount of cash received plus the fair value of the derivative on the settlement date in accordance with IFRS and as confirmed by the IFRS Interpretations Committee (“IFRIC”) in March 2019. U.S. GAAP is not prescriptive regarding income statement presentation of gains and losses of derivatives that are not designated in a hedging relationship. Bunge’s

 

 8 

 

 

policy election is to present all gains and losses within Cost of goods sold as it minimizes distortion within Net sales and maintains the relationship between Net sales and reported volumes information.

 

Reclassification of the net gains of $39 million for the six months ended June 30, 2025.

 

2(b).Adjustment to reclassify Viterra’s other revenue within Revenue to Other income (expense) — net.

 

Reclassification of $38 million for the six months ended June 30, 2025.

 

2(c).Adjustment to reclassify Viterra’s depreciation within Selling and administrative expenses to Costs of goods sold.

 

Reclassification of $11 million for the six months ended June 30, 2025.

 

2(d).Adjustment to reclassify Viterra’s Loss on disposals of investments and Dividend income to Income (loss) from affiliates.

 

Reclassification of Loss on disposals of investments of $3 million and Dividend income of $2 million for the six months ended June 30, 2025.

 

2(e).Adjustment to reclassify Viterra’s foreign exchange net losses recorded within Other expense to Foreign exchange gains (losses) — net.

 

Reclassification of $21 million for the six months ended June 30, 2025.

 

2(f).Adjustment to reclassify Viterra’s Impairment expense on trade receivables to Selling, general and administrative expenses. IFRS requires separate presentation of impairment expense within the statement of income, but U.S. GAAP is not prescriptive. This adjustment reclassifies Viterra’s impairment expense to align to Bunge’s accounting policy election to present such charges in Selling, general and administrative expenses.

 

Reclassification of $4 million for the six months ended June 30, 2025.

 

2(g).Adjustment to reclassify Viterra’s Current income tax expense and Deferred income tax recovery to Income tax (expense) benefit.

 

Reclassification of $49 million in expense from Current income tax expense and $33 million benefit from Deferred income tax recovery for the six months ended June 30, 2025.

 

2(h).Adjustment to reclassify Viterra’s excise taxes on sales recorded within Cost of goods sold to Net Sales. IFRS 15 requires entities to evaluate taxes on a jurisdiction-by-jurisdiction basis to determine amounts to exclude from revenue (as amounts collected on behalf of third parties). Bunge’s policy election (per ASC Topic 606, Revenue from Contracts with Customers) is to present all sales taxes, and other similar taxes including excise taxes, in Net sales.

 

Reclassification of $408 million for the six months ended June 30, 2025.

 

2(i).Adjustment to reclassify Viterra’s remaining Other expense and Other income to Other income (expense) — net.

 

Reclassification of $5 million from Other expense and $15 million from Other income for the six months ended June 30, 2025.

 

2(j).Adjustment to reclassify Viterra’s gains from the sale of securities related to Argentina foreign currency positioning from Cost of goods sold to Other income (expense) — net. These foreign positioning gains relate to new Argentinian programs related to blended currency swaps transaction results.

 

Reclassification of $38 million for the six months ended June 30, 2025.

 

 9 

 

 

Note 3. U.S. GAAP CONVERSION AND DISCONTINUED OPERATIONS ADJUSTMENTS

 

In connection with the Acquisition, management performed analysis of Viterra’s financial information to identify differences between IFRS and U.S. GAAP and to exclude results from discontinued operations. At the time of preparing the unaudited pro forma condensed combined financial information, other than the IFRS to U.S. GAAP and discontinued operation adjustments described herein, Bunge was not aware of any other material differences.

 

Unaudited Condensed Combined Statement of Income Adjustments

For the six months ended June 30, 2025

(U.S. dollars in millions)

 

Viterra Historical
(After Reclassification Only, Note 2)
  Viterra
Historical
(After
Reclassification
Only,
Note 2)
  IFRS to U.S.
GAAP
Conversion
Adjustments
  Notes   Adjustment
for
Discontinued
Operations
  Notes   Viterra
Historical (After
Reclassifications,
GAAP, and
Discontinued
Operations
Adjustments)
Net sales   $20,489  $-      $(557)  3(c)   $19,932
Cost of goods sold    (20,228)   (25)  3(a)    539  3(c)    (19,714)
Gross profit    261   (25)       (18)       218
Selling, general and administrative expenses    (303)   -       11  3(c)    (292)
Interest income    16   -       (2)  3(c)    14
Interest expense    (223)   25  3(a)    4  3(c)    (194)
Foreign exchange gains (losses) – net    (21)   -       6  3(c)    (15)
Other income (expense) – net    86   -       (1)       85
Income (loss) from affiliates    1   -               1
Income (loss) from continuing operations before income tax    (183)   -       -       (183)
Income tax (expense) benefit    (16)   18  3(b)    3  3(c)    5
Net income (loss) from continuing operations    (199)   18       3       (178)
Net (income) loss attributable to noncontrolling interests and redeemable noncontrolling interests    3   -       -       3
Net income (loss) from continuing operations attributable to Bunge shareholders   $(196)  $18      $3      $(175)

 

3(a).Under IFRS, Viterra recognized right-of-use assets and lease liabilities for leases. However, as required by IFRS, Viterra did not distinguish between operating leases and finance leases and accounted for all leases similarly to finance leases under U.S. GAAP. Viterra recorded depreciation expense on all right-of-use assets and interest expense on all lease liabilities, while a straight-line operating lease expense that includes both interest and depreciation is presented for operating leases under U.S. GAAP.

 

Adjustment of $25 million for the six months ended June 30, 2025.

 

3(b).Reflects the adjustment to reverse certain historical tax provision recorded by Viterra under IFRS.

 

Adjustment of $18 million for the six months ended June 30, 2025.

 

3(c).Reflects adjustments to exclude the discontinued operation results from Viterra's EU Oilseeds Divestment from the unaudited pro forma condensed combined statement of income for the six months ended June 30, 2025, as the operations were divested after the close of the Acquisition.

 

 10 

 

 

Note 4. VITERRA ACQUISITION TRANSACTION ACCOUNTING ADJUSTMENTS

 

The Acquisition transaction accounting adjustments for the period from January 1, 2025 to the close of the Acquisition reflected in the unaudited pro forma condensed combined statement of income for the year ended December 31, 2025 are detailed below:

 

4(a).Reflects elimination of intercompany transactions, specifically in Net Sales and Cost of goods sold, between Bunge and Viterra.

 

(US$ in millions)   For the year ended
December 31, 2025
Elimination of intercompany transactions   $(754)
Pro forma adjustment to Net sales   $(754)

 

(US$ in millions)  For the year ended
December 31, 2025
Elimination of intercompany transactions  $754
Pro forma adjustment to Cost of goods sold  $754

 

4(b).Reflects an adjustment to Cost of goods sold for the removal of historical depreciation expense offset by new depreciation expense for the period, on a straight-line basis based on the fair value of the property, plant and equipment, net and the related assigned estimated useful life.

 

(US$ in millions)  For the year ended
December 31, 2025
Depreciation based on fair value of property, plant and equipment, net  $(193)
Less: Historical Viterra depreciation expense   183
Pro forma adjustment to Cost of goods sold  $(10)

 

4(c).Reflects an adjustment to Cost of goods for the decrease in lease expense as a result of the fair value adjustment to the right-of-use assets to reflect off-market lease terms compared to the market rate at Acquisition date for a similar lease.

 

The table below summarizes the total pro forma transaction accounting adjustments to Cost of goods sold:

 

(US$ in millions)  For the year ended
December 31, 2025
  Notes
Elimination of intercompany transactions  $754  4(a)
Decrease in lease expense related to fair value adjustment to right-of-use assets   12   
Increase in depreciation expense property, plant and equipment, net   (10)  4(b)
Pro forma adjustment to Cost of goods sold  $756   

 

4(d).Reflects an adjustment to Selling, general and administrative expenses for the removal of historical amortization expense offset by new amortization expense, on a straight-line basis based on the fair value of Other intangible assets, net and the respective assigned estimated useful life.

 

 11 

 

 

(US$ in millions, except useful lives)  Fair Value   Estimated
Useful Life
   For the year ended
December 31, 2025
Trademarks and trade names  $23    1   $(12)
Other intangibles, net   1    3-54    -
Total fair value of other intangible assets, net  $24         (12)
Less: Historical Viterra amortization expense             3
Pro forma adjustment to amortization expense in Selling, general and administrative expenses            $(9)

 

4(e).Reflects additional compensation expense related to retention of key Bunge and Viterra employees.

 

(US$ in millions)  For the year ended
December 31, 2025
Pro Forma retention compensation expense  $(10)
Less: Historical retention compensation expense   2
Pro forma adjustment to incremental Selling, general and administrative expenses  $(8)

 

4(f).Reflects an adjustment to Interest expense to remove the interest expense on certain debt expected to be extinguished included in the unaudited condensed consolidated statement of income of Viterra.

 

(US$ in millions)  For the year ended
December 31, 2025
Reverse Viterra interest expense  $92
Pro forma adjustment to Interest expense  $92

 

4(g).Reflects an adjustment to Income tax (expense) benefit for estimated income taxes related to the purchase price allocation and income tax impact related to certain pro forma adjustments. Tax-related adjustments are based upon an estimated tax rate of zero to 28.55%. Certain transaction accounting adjustments are based upon a tax rate of zero, resulting in no impact on the unaudited pro forma condensed combined statement of income, since these adjustments would not be deductible or any tax benefit would be offset by a full valuation allowance. This rate does not reflect Bunge’s effective tax rate, which includes other tax charges or benefits.

 

(US$ in millions)  For the year ended
December 31, 2025
Record tax impact  $(3)
Pro forma adjustment to Income tax (expense) benefit  $(3)

 

4(h).Reflects an adjustment to Selling, general and administrative expenses for a reduction in Bunge transaction costs that were also recorded in unaudited condensed consolidated statement of income of Viterra.

 

The table below summarizes the total pro forma transaction accounting adjustments to Selling, general and administrative expenses:

 

(US$ in millions)  For the year ended
December 31, 2025
  Notes
Decrease in the Bunge transaction costs  $28   
Incremental amortization expense   (9)  4(d)
Incremental retention compensation expense   (8)  4(e)
Pro forma adjustment to Selling, general and administrative expenses  $11   

 

 12 

 

 

4(i).Reflects an adjustment to Interest expense for accretion of fair value adjustment of assumed debt related to the outstanding debt assumed and not extinguished.

 

The table below summarizes the total pro forma transaction accounting adjustments to Interest expense:

 

(US$ in millions)  For the year ended
December 31, 2025
  Notes
Accretion of fair value adjustment of assumed debt  $(6)   
Reverse Viterra interest expense   92  4(f)
Pro forma adjustment to Interest expense  $86   

 

 13 

 

 

Note 5. OTHER TRANSACTION ACCOUNTING ADJUSTMENTS

 

The other transaction accounting adjustments, which represent financing adjustments reflected in the unaudited pro forma condensed combined statement of income for the year ended December 31, 2025 are detailed below:

 

5(a).Reflects the adjustment to Interest income for the elimination of $36 million of interest income earned on the proceeds from the Senior Notes issuance.

 

5(b).Reflects the adjustment to Interest expense for the interest expense and amortization of debt issuance cost incurred by Bunge as a result of additional financing.

 

(US$ in millions)  For the year ended
December 31, 2025
Interest expense  $(78)
Amortization of debt issuance costs related to additional financing   (5)
Pro forma adjustment to Interest expense  $(83)

 

A 0.125% change in the variable interest rate of Bunge’s Acquisition Financing and debt expected to be swapped to a variable rate would increase or decrease interest expense presented in the unaudited pro forma condensed combined statement of income for the year ended December 31, 2025 by $4.2 million and $(4.2) million, respectively.

 

5(c).Reflects the adjustment to Income tax (expense) benefit for an estimated $29 million tax benefit related to the financing adjustments for the year ended December 31, 2025. Tax-related adjustments are based upon an estimated tax rate of 24.07%. This rate does not reflect Bunge’s effective tax rate, which includes other tax charges or benefits.

 

Note 6. EARNINGS PER SHARE

 

The following tables set forth the computation of pro forma basic and diluted earnings per share for the year ended December 31, 2025.

 

(US$ in millions, except share count and per share data)  For the year ended
December 31, 2025
  Notes
Numerator:       
Net income (loss) from continuing operations attributable to Bunge shareholders  $650  6(a)
Denominator:       
Weighted-average number of shares outstanding–basic   197,758,803  6(b)
Weighted-average number of shares and potential shares outstanding–diluted   199,182,976  6(b)
        
Pro forma earnings per share:       
Basic income from continuing operations per common share  $3.28   
Diluted income from continuing operations per common share  $3.26   

 

6(a).Undistributed and distributed earnings available to shareholders presented below is adjusted to reflect the pro forma net income from continuing operations attributable to Bunge shareholders for the year ended December 31, 2025, as presented on the unaudited pro forma condensed combined statement of income. See Note 2 to Note 5 for the details of pro forma adjustments made.

 

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(US$ in millions)  For the year ended
December 31, 2025
Numerator (basic and diluted):    
Net income (loss) from continuing operations attributable to Bunge shareholders  $650

 

6(b).Pro forma weighted-average shares outstanding is calculated as follows, reflecting shares issued for Share Consideration as if they were outstanding since January 1, 2025:

 

   For the year ended
December 31, 2025
Denominator:    
Historical weighted-average number of shares outstanding–basic   165,042,767
Pro forma adjustment for shares issued   32,716,036
Weighted-average number of shares outstanding–basic   197,758,803
     
Historical weighted-average number of shares outstanding–diluted   166,466,940
Pro forma adjustment for shares issued   32,716,036
Weighted-average number of shares and potential shares outstanding–diluted   199,182,976

 

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