Fresh Del Monte Produce Inc

Item 1A. Risk Factors

Item 1A. Risk Factors o of our Form 10-K for the year ended December 27, 2024 include.

Stock Repurchase Program

On February 21, 2025, our Board of Directors a discussipproved a stock repurchase program ("Stock Repurchase Program") of up to $150 million of our risk factorordinary shares. TDuring the inforsix months ended June 27, 2025, we repurchased approximatiely 254,000 shares for $7.6 million presented below upunder the Stock Repurchase Program. The Stock Repurchase Program has no expiration dates, and should be read in conjuncwill continue until otherwise modified or terminated by the Company's Board of Directors at any time in its sole discretion with, .

Contractual Obligations

As of June 27, 2025, the risk factors andre were no material changes information d our commitments or contractual obligations as compared to those disclosed in our Annual Report on Form 10-K for the year ended December 27, 2024.

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Changritical Accounting Policies in the United Stand Estimates

A discussion of our critical accounting policies and estimates trade policy, includcan be found in Management's Discussion and Analysis of Financial Condition and Results of Operations included in our Form 10-K for the fiscal year ended December 27, 2024. There were no material changes to these critical accounting policies or estimates during the impact of recentlysecond quarter of 2025.

Fair Value Measurements

Our results of operations and financial condition are exposed to fluctuations in currency exchange rates against the U.S. dollar, announced baseline tariffs, may have a material adverse effect on our business and rd we mitigate that exposure by entering into foreign currency forward contracts. Certain of our subsidiaries periodically enter into foreign currency forward contracts in order to hedge portions of forecasted sales or cost of sales denominated in foreign currencies which generally expire within one year. The fair value of our foreign currency cash flow hedges was a net liability position of $6.9 million as of June 27, 2025 compared to a net asset position of $0.3 million as of December 27, 2024 due to the relative weakening of exchange rates when compared to contracted rates and additional foreign currency cash flow hedges entered into during the six months ended June 27, 2025.

We are exposed to fluctuations in variable interest rates on our results of operations.

In rec and financial condition, and we mitigate that exposure by ent months, the U.S. government has signaled changes to its trade policy, incluering into interest rate swaps from time to time. During 2018, we entered into interest rate swaps in order to hedge the risk of the fluctuation on future interest payments related to a portion of our variable rate borrowings through 2028. On July 19, 2024, we agreed to terminate our outstanding aninterest rate swap agreement inten exchange for $7.3 million, net of fees of $0.2 million. Based on our assessment to proceehat the originally hedged cash flows associated with the impositiour variable rate borrowings remain probable, the proceeds received as a result of the termination of tariffs on countries with which our outstanding interest rate swap agreement will remain in accumulated other comprehensive loss and be reclassified to earnings through interest expense over the remaining life of the hedged debt. At June 27, 2025, $3.8 million remained in accumulated othe U.S. trades, r comprehensive loss related to the terminated interest rate swap, of which could lea$1.7 million is expected to corresponding punitive actions and retaliatory tariffs by such countries. For example, on April 2be reclassified to earnings through interest expense over the next twelve months.

We enter into derivative instruments with counterparties that are highly rated and do not expect a deterioration of our counterpartys credit ratings; however, the deterioration of our counterpartys credit ratings would affect the Consolidated Financial Statements in the recognition of the fair value of the hedges that would be transferred to earnings as the contracts settle. We expect that $5.2 million of the net fair value of our cash flow hedges recognized as a net loss in accumulated other comprehensive loss, inclusive of amounts associated with our interest rate swap terminated during the quarter ended June 28, 2025, the U.S. government announced a baseline tariff4, will be transferred to earnings during the next 12 months, and the remaining net gain of $2.1 million over the following 3 years, along with the earnings effect of 10% on products from athe related forecasted transactions

The fair value of the banana reporting unit's goodwill countrieand the prepared food reporting unit's goodwill and remaining trade names and an additional trademarks are sensitive to differences between estimated and actual cash flows and changes in the related discountry-specific tariff on an incremental number of o rate used to evaluate the fair value of these assets. We disclosed the sensitivity related to the banana reporting unit's goodwill and the prepared food reporting unit's goodwill and trade names and trademarks in our Annual Report on Form 10-K for ther countries. On April 9 year ended December 27, 2024. During the quarter ended June 27, 2025, the U.S. governmwe did not record impairment announccharges associated a 90-day delay in the enwith these reporting units or trade names and trademarks, however we continue to monitor their perforcemmance.

Potential impairment oexists if the previously announced country-specific tariffs, however the 10% baseline tarifair value of a reporting unit to which goodwill has been allocated is less than the carrying value of the reporting unit. Future changes in the estimates used to conduct our impairment review, including our financial projections and changes in the discount rates used, could cause the analysis to indicate that our goodwill or trade names and trademarks are impaired in subsequent periods and result in a write-off remainsof a portion or all of goodwill or trade names and trademarks. In addition, certain definite-lived assets in place for all countries. Approxthe Philippines related to our banana segment, with a carrying value of $33.3 million as of June 27, 2025, are sensitive to changes in estimated cash flows. To the extent that future developments result in cash flows that are less than currently estimately 70% d levels, including as a result of ouan inability to successfully implement our sourcetrategies to improve sales and products to the fitability of the related activities, it could lead to impairment of these assets.

In recent months, the U.S. are estimagovernment has signaled and implemented changes to be impacted by its trade policy, including the imposition of tariffs on certain countries with which the recently announcU.S. trades. These changes have resulted in volatility in the United States equity and bond markets. We cannot predict whether future developments associated tawith the announced tariffs.

Additionally, on April 17, 2025, the U.S., including the resulting volatility and reciprocal or retaliatory tariffs, will result in changes to our projected cash flows or discount rates used that lead to impairment of our goodwill or prepared foods trade names and trademarks.

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New governAccounting Pronouncements

Refer to Note 2. Recently Issued Accounting Pronouncement announcs of the accompanying unaudited consolidated plans to impose sfinancial statements for a discussion of recent accounting pronouncements.

Seasonality

Interim results are subject to significant fees on Chinese-built vessels with capacities exceeding specified thrvariations and may not be indicative of the results of operations that may be expected for an entire fiscal year. Due to seasonal sales price fluctuations, we have historically realized a greater portion of our net sales and gross profit during the first two quarters of the year. The sales price of any fresh produce item fluctuates throughout the year due to the supply of and demand for that particular item, as well as the pricing and availability of other fresholds that enter U.S. por produce items, many of which are seasonal in nature. Information about the seasonality of our results beginning on Octois included under the caption Seasonality provided in Item 1. Business, of our Annual Report on Form 10-K for the year ended December 1427, 2025.4.

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Forward-Looking While we currently use Chinese-built vesselStatements

This quarterly report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements concern expectations, beliefs, projections, plans and strategies, anticipated events or trends as part of our supply chain to service shipnd similar expressions concerning matters that are not historical facts. Specifically, this quarterly report contains forward-looking statements regarding:

our expectations regarding future financial and operational performance;

our expectations regarding the impact of tariffs and other governments ofal trade restrictions on our products into business;

our intentions regarding the use of borrowed funds;

our expectations regarding share repurchases;

our expectations regarding the U.S., oimpact of storms on our vbusinessels do not and our ability to recover insurance proceeds, if any;

our exceedpectations regarding the

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caimpacity thresholdst on our business operations of any geopolitical conflicts, included in ting shipping disruptions as a result of the announcRed Sea conflict;

our expectations regarding continued plans aninflationary pressures, our ability to mitigate such pressures through pricing, and therefore are not subject impacts to our operating results;

our expectations regarding market conditions, volatility and seasonality, and their impact on our operating results;

our beliefs related to these charges as currently outlined. However, changes to these plans sufficiency of our capital resources, including that our cash on hand, capacity under our 2024 Amended Credit Facility and cash flows from operations for the next twelve months will be sufficient to service our outstanding debt during the next twelve months;

our expectations regarding our derivative instruments, including changes to tour counterparties credit ratings and the caanticipated impacity thresholds under which feets on our financials;

our expectations and estimates regarding certain legal, tax and accounting matters, including our litigation strategy, plans and beliefs regarding the ultimate outcome of income tax adjustments are levied, could negssessed by foreign taxing authorities;

our expectations regarding the potential impact of pending legislation and any impact that may have on our financial condition, results of operations and cash flows;

our expectatively imons concerning the fair value of hedges, including the timing and impact oto our business.

results;

our expectations regarding estimated liabilities related to environmental cleanup; and

our plans and future performance.

These tariff forward-looking statements reflect our current views about future events and fee announcements are subject to risks, uncertainties and assumptions. We wish to caution readers that certain important factors may have been followed by announcemenaffected and could in the future affect our actual results and could cause actual results of specito differ signific exemptions and temporaantly from those expressed in any forward-looking statement. These various factors include, but are not limited to, the following:

the impact of inflationary pausesressures on raw materials and other costs, as well as retaliatory tathe impact on increased costs for many of our products;

the impact of tariffs and traother governmental trade restrictions, resulting in addi;

our exposure to political, economic and other risks from operating a multinational uncertainty in obusiness, which could have a material adverse effect on our results and financial condition;

the impact of increased costs for many of our business. These products, including bananas, pineapples, avocados and other fresh produce;

the impactio of pricing and other actions may furby competitors, particularly during periods of low consumer confidence and spending levels;

ther boost U.S. inflation, result timing and cost of resolution of pending and future legal and environmental proceedings or investigation;

the impact of severe weather conditions and natural disasters, such as flooding in an increase in , hurricanes, earthquakes, on crop quality and yields and on our ability to grow, procure or export our products;

the adequacy of our insurance coverage;

the cost of manufacturing food produce, reducand other implications of changes in regulations applicable to our business, including potential legislative or regulatory initiatives in the United States or elsewhere directed customer purchasing power, declining at mitigating the effects of climate change;

our ability to successfully compete in the markets in which we do business;

the impact on our business of the consumer confidence, increased price pressure,olidation of retailers, wholesalers and distributors in the food industry;

the impact of foreign currency fluctuations and currency exchange risks because of our international business;

the impact on our sales and reducedprofits if we lose one or more of our largest customers or cancelled orderssuch customers reduce their purchases from us;

the availability of sufficient labor during peak growing and incrharvesting seasons;

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thed su continued ability of our distributors and supply chain costs. Further, we may be disproportiers to have access to sufficient liquidity to fund their operations;

the impact of governmental trade restrictions, including adverse governmental regulationatel that may impacted b our ability to access certain markets;

our ability these tariff policies based on where we source our o meet our anticipated cash needs in light of our liquidity;

trends and other factors affecting our financial condition or results of operations from period to period, including changes in product mix, consumer preferences or consumer demand for branded products such as compared to oours; anticipated price and expense levels;

the impact of crop disease as well as our competition.

In April 2025, we beganability to improve our existing quarantine policies and other prevention strategies, as well as find contingency plans, to notifyprotect our North American customers of upcomiand our suppliers' banana crops from vascular diseases such as vascular diseases, one of which is known as Tropical Race 4, or TR4 (also known as Panama Disease);

our ability to improve our existing price increases to address our incrquarantine policies and other prevention strategies, as well as find contingency plans, to protect our and our suppliers banana crops from vascular diseased costs as a result of the announced tariffs. However, we may not be able to pass alos;

global or local disruptions or issues that impact our production facilities or complex logistics network;

our inability to realize expected benefits on plans for expansion of our business (including through acquisitions);

our ability to successfully integrate acquisitions and new product lines into our operations;

the impact of impairment or other charges associated with exit activities, crop or facility damage or otherwise,

the impact of changes in tax accounting or tax laws (or interpretations thereof), the impact of claims or adjustments proposed by the Internal Revenue Service or other taxing any resulting price increases touthorities, including the EU, in connection with our tax audits and our ability to successfully contest such tax claims and pursue necessary remedies;

the success of our joint ventures;

damage to our reputation or brand names or negative publicity about our consumers to help offset elevproducts

our ability to successfully manage the risks associated with international operations, including risks relating to inflation, tax laws, currency restrictions and exchange rated cost fluctuations, legal or judicial systems, which could and political or economic conditions;

the impact of disruptions or breaches of our technology or informaterially and adversely affect our ion system security measures, or of third parties we rely upon;

our ability to continue to comply with covenants and the terms of our credit instruments and our ability to obtain additional financing to fund our capital expenditures; and

exposure to profitduct liability. Increased  claims and associated regulatory and legal actions, product prices may resultrecalls, or other legal proceedings relating to our business.

All forward-looking statements in reducthis report are based on informations in sales volume if con available to us on the date hereof, and we assume no obligation to update any such forward-looking statements. Our plans and performance may also be affected by the factors described in our most recent Annual Report on Form 10-K along with other reports that we file with the Securities and Exchange Commission.

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Item 3. Quantitative and Qualitative Disumers are less willing to pay a price differentclosures About Market Risk

There have been no material changes in market risk from the information provided in Item 7A. Quantitative and Qualitative Disclosures About Market Risk of our Annual Report on Form 10-K for the year ended December 27, 2024.

Item 4. Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial for oOfficer, of the effectiveness of the design and operation of our brdisclosure controls anded product procedures as of June 27, 2025. Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and instead elect to purchase lower-priced offerings or forgo some purchaprocedures were effective as of such date to ensure that information required to be disclosed in the reports we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms. Such officers also confirm that there were no changes to our internal control over financial reporting during the quarter ended June 27, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedingses altogether. To

Tax related matters

In one foreign jurisdiction, we are currently contesting tax assessments related to the 2012-2015 audit years and the extent that price increases are not sufficient2016 audit year in both the administrative court and the judicial court. During 2019 and 2020, we filed actions contesting the tax assessment in the administrative office. Our initial challenge to each of these tax assessments was rejected, and we subsequently lost our appeals at the administrative court. We have subsequently filed actions to offset contest each of these increasedtax assessments in the countrys judicial courts. In addition, we have filed a request for injunction to the judicial costs adequately or in a urt to stay the tax authorities' collection efforts for these two tax assessments, pending final judicial decisions. The court granted our injunction with respect to the 2016 audit year, however denied our injunction with respect to the 2012-2015 audit years. We timely manner or ifappealed the denial of the injunction, and on August 10, 2022 the appellate court overturned the denial and granted our injunction for they result in significant decreases in sales volume, our business, financial condi 2012-2015 audit years with a trial date set for July 4, 2025. During June 2025, we were notified of the hearing being suspended until further notice due to a pending constitutional remedy affecting a rule included in the arguments. Pursuant to local law, we registered real estate collateral with an approximate fair market value of $7.2 million in connection with the grant of the 2016 audit year injunction. This real estate collateral has a net book value of $3.8 million as of the quarter ended June 27, 2025. In addition, in connection with the grant of the 2012-2015 audit year injunction, we registered real estate collateral with an approximate fair market value of $30.2 million, and a net book value of $4.6 million as of the quarter ended June 27, 2025. The registration of this real estate collateral does not affect our operations in the country.

In a separate foreign jurisdiction or operating results may be adversely affected.

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Table of Contents where we are contesting tax assessments, the administrative court denied our appeal, and on March 4, 2020 we filed an action in the judicial court to contest the administrative court's decision. The case is still pending.

We will continue to vigorously contest the adjustments and intend to exhaust all administrative and judicial remedies necessary in both jurisdictions to resolve the matters, which could be a lengthy process.