--- ticker: BG company: BG filing_type: 10-K year_current: 2026 year_prior: 2025 risks_added: 0 risks_removed: 13 risks_modified: 7 risks_unchanged: 23 source: SEC EDGAR url: https://riskdiff.com/bg/2026-vs-2025/ markdown_url: https://riskdiff.com/bg/2026-vs-2025/index.md generated: 2026-06-01 --- # BG: 10-K Risk Factor Changes 2026 vs 2025 > Source: U.S. Securities and Exchange Commission (EDGAR) > Generated: 2026-06-01 > All data extracted directly from official filings. No hallucinated content. ## Summary | Status | Count | |--------|-------| | New risks added | 0 | | Risks removed | 13 | | Risks modified | 7 | | Unchanged | 23 | --- ## No Match in Current: As a result of the Acquisition, our shareholders will have reduced ownership and voting interest in and will exercise less influence over management of the combined company. *This section from the 2025 filing does not have a high-confidence textual match in 2026. It may have been removed, merged, or substantially reworded.* Our shareholders currently have the right to vote in the election of the Board and on other matters affecting us. Upon consummation of the Acquisition, each of our shareholders will become a shareholder of the combined company with a percentage ownership of the combined company that is smaller than each such shareholder's percentage ownership of Bunge immediately prior to the Acquisition. Upon completion of the transaction, the Viterra Shareholder Group are expected to own approximately 30% of the combined Bunge company on a fully diluted basis, before giving effect to any share repurchases by Bunge occurring after June 13, 2023. Accordingly, our current shareholders will have less influence on the management and policies of the combined company than they now have on the management and policies of Bunge. --- ## No Match in Current: Our and Viterra's business relationships may be subject to disruption due to uncertainty associated with the Acquisition. *This section from the 2025 filing does not have a high-confidence textual match in 2026. It may have been removed, merged, or substantially reworded.* Parties with which we or Viterra do business may experience uncertainty associated with the Acquisition, including with respect to current or future business relationships with us, Viterra or the combined business. Our and Viterra's business relationships may be subject to disruption as clients, vendors and others may attempt to negotiate changes in existing business relationships or consider entering into business relationships with parties other than us, Viterra or the combined business. It is possible that these disruptions will continue following the closing of the Acquisition. These disruptions could have a material and adverse effect on the businesses, financial condition, results of operations or prospects of the combined business, including a material and adverse effect on our ability to realize the anticipated benefits of the Acquisition. The risk and adverse effect of such disruptions could be exacerbated by a delay in the completion or termination of the Acquisition. --- ## No Match in Current: Until the completion or termination of the Acquisition, we and Viterra are prohibited from entering into certain transactions and taking certain actions that might otherwise be beneficial to us, Viterra and/or our respective shareholders. *This section from the 2025 filing does not have a high-confidence textual match in 2026. It may have been removed, merged, or substantially reworded.* From and after the date of the Business Combination Agreement and prior to completion of the Acquisition, the Business Combination Agreement restricts us and Viterra from taking specified actions without the consent of the other party and requires that the business of each company and its respective subsidiaries be conducted independently in the ordinary course in all material respects. These restrictions may prevent us or Viterra from taking actions that would be beneficial. Adverse effects arising from these restrictions during the pendency of the Acquisition could be exacerbated by any delays in consummation or termination of the Acquisition. --- ## No Match in Current: Third parties may terminate or alter existing contracts or relationships with us or Viterra. *This section from the 2025 filing does not have a high-confidence textual match in 2026. It may have been removed, merged, or substantially reworded.* We and Viterra each have contracts with customers, suppliers, vendors, distributors, landlords, licensors, joint venture partners, and other business partners which may require us or Viterra, as applicable, to obtain consent from these other parties in connection with the Acquisition. If these consents cannot be obtained, the counterparties to these contracts and other third parties with which we and/or Viterra currently have relationships may have the ability to terminate, reduce the scope of or otherwise materially adversely alter their relationships with either or both parties in anticipation of the Acquisition, or with the combined company following the Acquisition. The pursuit of such rights may result in Bunge or the combined company suffering a loss of potential future revenue or incurring liabilities in connection with a breach of such agreements and losing rights that are material to its business. Any such disruptions could limit the combined company's ability to achieve the anticipated benefits of the Acquisition. The adverse effect of such disruptions could also be exacerbated by a delay in the completion or termination of the Acquisition. --- ## No Match in Current: Obtaining required approvals and satisfying closing conditions may prevent or delay completion of the Acquisition. *This section from the 2025 filing does not have a high-confidence textual match in 2026. It may have been removed, merged, or substantially reworded.* The Acquisition is subject to a number of conditions to closing as specified in the Business Combination Agreement, including, (i) all required consents, clearances, authorizations and approvals pursuant to antitrust laws, foreign investments laws, and other laws, as applicable, having been obtained, (ii) no law, order, injunction or decree will be in effect that prevents, makes illegal or prohibits the Acquisition, and (iii) the increase in our share capital to effect the issuance of registered shares to Viterra shareholders and the related amendments to our governing documents in connection therewith has been registered with the competent cantonal commercial register in Switzerland. Although we and Viterra have agreed in the Business Combination Agreement to use our reasonable best efforts, subject to certain limitations, to make certain governmental filings or obtain the required governmental authorizations, as the case may be, no assurance can be given that the required approvals will be obtained or that the required conditions to closing will be satisfied, and, if all required approvals are obtained and the conditions are satisfied, no assurance can be given as to the terms, conditions and timing of the approvals. Any delay in completing the Acquisition could cause the combined company not to realize, or to be delayed in realizing, some or all of the benefits that we expect to achieve if the Acquisition is successfully completed within its expected time frame. 28 28 28 Table of Contents Table of Contents --- ## No Match in Current: The Acquisition could be terminated. *This section from the 2025 filing does not have a high-confidence textual match in 2026. It may have been removed, merged, or substantially reworded.* Although we expect the Acquisition to close in the coming months, either we or Viterra may terminate the Business Combination Agreement under certain circumstances, including, among other reasons, if the Acquisition is not consummated by an agreed upon termination date set forth in the Business Combination Agreement. The termination date was extended twice pursuant to the terms of the Business Combination Agreement due to failure to obtain certain regulatory clearances. The members of the Viterra Shareholder Group, acting collectively, on the one hand, and Bunge, on the other hand, have further extended the termination date to March 13, 2025 and may extend the termination date again to June 13, 2025, due to failure to obtain these regulatory clearances. If the Business Combination Agreement is terminated in connection with certain circumstances relating to the failure to obtain certain antitrust and competition clearances that are conditions to closing, we would be obligated to pay to Viterra a fee of $400 million in the aggregate. --- ## No Match in Current: Failure to complete the Acquisition could negatively impact our stock price and our future business and financial results. *This section from the 2025 filing does not have a high-confidence textual match in 2026. It may have been removed, merged, or substantially reworded.* If the Acquisition is not completed for any reason, our ongoing business may be adversely affected and, without realizing any of the benefits of having completed the Acquisition, we could be subject to a number of risks, including the following: •We may experience negative reactions from the financial markets, including negative impacts on our stock price, and from our clients, staff and vendors; •We may be required to pay Viterra or the Viterra Shareholder Group, as applicable, a fee of up to approximately $400 million if the Acquisition is not consummated; •We will be required to pay certain transaction expenses and other costs relating to the Acquisition, whether or not the Acquisition is completed; •The Business Combination Agreement places certain restrictions on the conduct of our business prior to completion of the Acquisition; and •Matters relating to the Acquisition (including integration planning) will require substantial commitments of time and resources by our management, which would otherwise have been devoted to day-to-day operations and other opportunities that may have been beneficial to us as an independent company. There can be no assurance that the risks described above will not materialize. If any of those risks materialize, they may materially and adversely affect our businesses, financial condition, financial results and stock price. --- ## No Match in Current: We and Viterra may have difficulty attracting, motivating and retaining executives and other key employees in light of the Acquisition. *This section from the 2025 filing does not have a high-confidence textual match in 2026. It may have been removed, merged, or substantially reworded.* Uncertainty about whether the Acquisition will close and, if it closes, the effect of the Acquisition will have on our employees and Viterra's employees may have an adverse effect on each of us and Viterra separately and consequently the combined business, following the closing. This uncertainty may impair our and Viterra's ability to attract, retain and motivate key personnel until the Acquisition is completed. Employee retention may be particularly challenging during the pendency of the Acquisition, as our employees and Viterra's employees may experience uncertainty about their future roles with the combined business. Furthermore, if our key employees or Viterra's key employees depart or are at risk of departing, including because of issues relating to the uncertainty and difficulty of integration, financial security or a desire not to become team members of the combined business, we may have to incur significant costs in retaining such individuals or in identifying, hiring and retaining replacements for departing employees, and our ability to realize the anticipated benefits of the Acquisition may be adversely affected. --- ## No Match in Current: Shareholder lawsuits relating to the Acquisition have been, and may in the future be filed against us, which could result in substantial costs and may delay or prevent the Acquisition from being completed. *This section from the 2025 filing does not have a high-confidence textual match in 2026. It may have been removed, merged, or substantially reworded.* Shareholder lawsuits are often brought against companies that have entered into transactions like the Acquisition. Such a shareholder lawsuit was filed against us in connection with the Acquisition, which subsequently has been dismissed, but there is no assurance that there will not be additional shareholder lawsuits brought against us in connection with the Acquisition. Even if the lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on our liquidity and financial condition. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting consummation of the Acquisition, then that injunction may delay or prevent the Acquisition from being completed. --- ## No Match in Current: The incurrence of debt to fund the pending acquisition of Viterra may impact our financial position and subject us to additional financial and operating restrictions. *This section from the 2025 filing does not have a high-confidence textual match in 2026. It may have been removed, merged, or substantially reworded.* As of December 31, 2024, we had approximately $6.2 billion of total debt. Our total debt is expected to increase to $13 billion upon completion of the Acquisition and the related financing transactions. In connection with the execution of the 29 29 29 Table of Contents Table of Contents Business Combination Agreement, we secured a total of $8.0 billion in acquisition debt financing ("Acquisition Financing"). On September 17, 2024, we issued an aggregate principal amount of $2.0 billion of unsecured senior notes (collectively, the "September 2024 Senior Notes") of Bunge Limited Finance Corp. ("BLFC"), an indirect, 100%-owned subsidiary of Bunge, which are guaranteed by Bunge, to, among other things, fund a portion of the cash consideration for the Acquisition and to repay a portion of certain Viterra debt that we expect to assume in connection with the Acquisition, including, in each case, related fees and expenses, and, with any remaining amounts, for general corporate purposes. The indenture governing the notes requires BLFC to redeem the notes if the consummation of the Acquisition does not occur on or before certain dates or if the Acquisition is terminated at 101% principal amount of the notes. As a result of the September 2024 Senior Notes issuance, and in accordance with its terms, the Acquisition Financing commitment was reduced by $2.0 billion to $6.0 billion as of December 31, 2024. In addition, certain notes of Viterra totaling approximately $3.3 billion will remain outstanding following the closing of the Acquisition and we will take the required actions in order to have such notes be pari passu with existing senior unsecured indebtedness of Bunge. In the third quarter of 2024, BLFC commenced offers (the "US Exchange Offers") to exchange all outstanding notes of certain series issued by Viterra Finance B.V. ("VFBV") and guaranteed by Viterra and Viterra B.V., for up to $1.95 billion aggregate principal amount of new notes issued by BLFC and guaranteed by Bunge. In addition, in the third quarter of 2024, Viterra commenced a consent solicitation (the "European Consent Solicitation") to amend the indenture governing VFBV's outstanding 500 million Euro aggregate principal amount of 0.375% senior unsecured notes due 2025 and outstanding 700 million Euro aggregate principal amount of 1.000% senior unsecured notes due 2028 to, among other things, substitute the issuer and guarantors of such notes with Bunge Finance Europe B.V. ("BFE"), a wholly owned finance subsidiary of Bunge, as issuer, and Bunge as guarantor. The US Exchange Offers and European Consent Solicitation are conditioned upon, among other things, the consummation of the Acquisition. This Annual Report is not intended to and does not constitute an offer to sell or purchase, or the solicitation of an offer to sell or purchase, or the solicitation of any vote of approval or the solicitation of tenders or consents with respect to any security. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Interest rate fluctuations may increase our overall cost of capital. In addition, we anticipate that as a result of the debt we expect to incur and have already incurred to finance the Acquisition, credit rating agencies will review our credit ratings. As part of their ratings review and subsequent credit opinions related to the Acquisition, Standard & Poor's ("S&P"), Moody's and Fitch have taken the following actions: •S&P upgraded our long-term debt credit rating to BBB+ on June 13, 2023 and further placed the outlook on CreditWatch Positive for an upgrade to A- on September 9, 2024. •S&P also assigned a preliminary A- issue-level rating to the September 2024 Senior Notes on September 10, 2024; • Moody's upgraded our long-term debt credit rating to Baa1 on August 1, 2024 with stable outlook; and • Fitch upgraded our long-term debt credit rating to BBB+ on September 5, 2024 with stable outlook. However, there is no assurance that any positive outlook on our ratings will materialize. Any potential future negative change in our credit ratings may make it more expensive for us to raise long-term financing or additional capital, and may negatively impact the price of registered shares, increase our overall cost of capital, and have other negative implications on our business, many of which are beyond our control. --- ## No Match in Current: We have incurred and will continue to incur significant expenses in connection with the Acquisition, regardless of whether the Acquisition is completed. *This section from the 2025 filing does not have a high-confidence textual match in 2026. It may have been removed, merged, or substantially reworded.* We have incurred and will continue to incur significant expenses related to the Acquisition. These expenses include, but are not limited to, fees related to arranging debt financing, financial advisory and opinion fees and expenses, legal fees, accounting fees and expenses, certain employee expenses, consulting fees, filing fees, printing expenses and other related fees and expenses. Many of these expenses will be payable by us regardless of whether the Acquisition is completed. --- ## No Match in Current: If our due diligence investigation of Viterra was inadequate or if risks related to Viterra's business materialize, it could have a material adverse effect on our shareholders' investment. *This section from the 2025 filing does not have a high-confidence textual match in 2026. It may have been removed, merged, or substantially reworded.* Even though we conducted a customary due diligence investigation of Viterra, we cannot be sure that our diligence surfaced all material issues that may be present inside Viterra or its business, or that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of Viterra and its business and outside of its control will not arise later. If any such material issues arise or if known risks prove to be more significant than expected, the ongoing business of the combined company and our shareholders' investment may be materially and adversely impacted. The outstanding capital stock of Viterra is privately held and is not traded in any public market. The lack of a public market makes it difficult to determine the fair market value of Viterra. The aggregate consideration for the Viterra is set forth in 30 30 30 Table of Contents Table of Contents the Business Combination Agreement as a result of negotiations and because these share amounts are fixed, they will not adjust to factor in any change in the value of Viterra before closing. As a result, there is no guarantee that the value of the aggregate consideration in the Acquisition will align with the actual value of the Viterra at closing. --- ## No Match in Current: Risks Relating to the Combined Company *This section from the 2025 filing does not have a high-confidence textual match in 2026. It may have been removed, merged, or substantially reworded.* Because we and Viterra operate similar businesses in similar industries, the risks relating to us and our business are generally the same as the risks relating to the combined company. This section should be read in conjunction with the other risk factors discussed under this Item 1A. --- ## Modified: We may fail to realize the anticipated benefits of the Acquisition, which could adversely affect the value of the registered shares. **Key changes:** - Reworded sentence: "The success of the Acquisition will depend, in part, on our ability to realize the anticipated benefits from combining the legacy businesses of Bunge and Viterra." - Reworded sentence: "Specifically, issues that must be addressed to realize the anticipated benefits of the Acquisition so the combined business performs as expected include, among other things: •challenges and difficulties associated with managing the large, more complex, combined company and coordinating geographically dispersed organizations; •identifying and adopting the best practices of the two organizations to position the combined business for future growth; 23 23 23 Table of Contents Table of Contents •harmonizing the companies' operating practices, reporting structure, staff development and compensation programs, internal controls and other policies, procedures and processes, including compliance by the acquired operations with generally accepted accounting principles in the United States and the documentation and testing of internal control procedures under Section 404 of the Sarbanes-Oxley Act; •rebranding operations and addressing possible differences in business backgrounds, corporate cultures and management philosophies; •consolidating and integrating the companies' corporate, administrative and information technology infrastructure, including technologies, systems, and services; •attracting, motivating, and retaining talent, including due to issues relating to the uncertainty and difficulty of integration, financial security, or a desire not to become team members of the combined business; •diversion of management's attention or resources away from our operations or growth initiatives to integration; •maintaining existing business relationships, building new relationships, and avoiding delays in entering into new relationships with prospective business partners; and •identifying and eliminating redundant assets and expenses and consolidating locations of us and Viterra that are currently in close proximity to each other." **Prior (2025):** The success of the Acquisition will depend, in part, on our ability to realize the anticipated benefits from combining the businesses of Bunge and Viterra. Our ability to realize these anticipated benefits and cost savings is subject to certain risks including: •Our ability to successfully combine the businesses of Bunge and Viterra; •Whether the combined businesses will perform as expected; •The incurrence of indebtedness to finance the Acquisition and the need to dedicate a greater amount of cash flow from operations to make payments on our indebtedness; and •The assumption of known and unknown liabilities of Viterra. If we are not able to successfully integrate and combine the business of Bunge and Viterra within the anticipated time frame, or at all, the anticipated cost savings and other benefits of the Acquisition may not be realized fully or at all or may take longer to realize than expected, the combined businesses may not perform as expected, and the value of Bunge shares may be adversely affected. It is possible that the integration process could result in the loss of our key staff or Viterra's key staff, the disruption of either or both company's ongoing businesses, higher than expected integration costs and an overall post-completion integration process that takes longer than originally anticipated. Specifically, issues that must be addressed to realize the anticipated benefits of the Acquisition so the combined business performs as expected include, among other things: •challenges and difficulties associated with managing the large, more complex, combined company and coordinating geographically dispersed organizations; •identifying and adopting the best practices of the two organizations to position the combined business for future growth; •harmonizing the companies' operating practices, reporting structure, staff development and compensation programs, internal controls and other policies, procedures and processes, including compliance by the acquired operations with generally accepted accounting principles in the United States and the documentation and testing of internal control procedures under Section 404 of the Sarbanes-Oxley Act, which includes remediating certain deficiencies in internal controls over financial reporting of Viterra identified in connection with the audit of its consolidated financial statements as of December 31, 2022 and 2021 and for each of the years ended December 31, 2022, 2021, and 2020 that constituted a material weakness and resulted in financial statement restatements; •rebranding operations and addressing possible differences in business backgrounds, corporate cultures and management philosophies; •consolidating and integrating the companies' corporate, administrative and information technology infrastructure, including technologies, systems, and services; •attracting, motivating, and retaining talent, including due to issues relating to the uncertainty and difficulty of integration, financial security, or a desire not to become team members of the combined business; •diversion of management's attention or resources away from our operations or growth initiatives to integration; •maintaining existing business relationships, building new relationships, and avoiding delays in entering into new relationships with prospective business partners; and •identifying and eliminating redundant assets and expenses and consolidating locations of us and Viterra that are currently in close proximity to each other. **Current (2026):** The success of the Acquisition will depend, in part, on our ability to realize the anticipated benefits from combining the legacy businesses of Bunge and Viterra. Our ability to realize these anticipated benefits and cost savings is subject to certain risks including: •Our ability to successfully combine the legacy businesses of Bunge and Viterra; •Whether the combined businesses will perform as expected; •The incurrence of indebtedness to finance the Acquisition and the need to dedicate a greater amount of cash flow from operations to make payments on our indebtedness; and •The assumption of liabilities of Viterra. If we are not able to successfully integrate and combine the legacy businesses of Bunge and Viterra within the anticipated time frame, or at all, the anticipated cost savings and other benefits of the Acquisition may not be realized fully or may take longer to realize than expected, the combined businesses may not perform as expected, and the value of Bunge shares may be adversely affected. It is possible that the integration process could result in the loss of our key staff or Viterra's key staff, the disruption of either or both company's ongoing businesses, higher than expected integration costs and an overall post-completion integration process that takes longer than originally anticipated. Specifically, issues that must be addressed to realize the anticipated benefits of the Acquisition so the combined business performs as expected include, among other things: •challenges and difficulties associated with managing the large, more complex, combined company and coordinating geographically dispersed organizations; •identifying and adopting the best practices of the two organizations to position the combined business for future growth; 23 23 23 Table of Contents Table of Contents •harmonizing the companies' operating practices, reporting structure, staff development and compensation programs, internal controls and other policies, procedures and processes, including compliance by the acquired operations with generally accepted accounting principles in the United States and the documentation and testing of internal control procedures under Section 404 of the Sarbanes-Oxley Act; •rebranding operations and addressing possible differences in business backgrounds, corporate cultures and management philosophies; •consolidating and integrating the companies' corporate, administrative and information technology infrastructure, including technologies, systems, and services; •attracting, motivating, and retaining talent, including due to issues relating to the uncertainty and difficulty of integration, financial security, or a desire not to become team members of the combined business; •diversion of management's attention or resources away from our operations or growth initiatives to integration; •maintaining existing business relationships, building new relationships, and avoiding delays in entering into new relationships with prospective business partners; and •identifying and eliminating redundant assets and expenses and consolidating locations of us and Viterra that are currently in close proximity to each other. --- ## Modified: We are subject to global and regional economic downturns and related risks. **Key changes:** - Reworded sentence: "Additionally, weak global economic conditions and adverse conditions in global financial and capital markets, including fluctuating interest rates and constraints on the availability of credit, have in the past adversely affected, and may in the future adversely affect, the financial condition and creditworthiness of the financial institutions that serve as our lenders and as counterparties to the over-the-counter derivative instruments we use to manage risks and some of our customers, suppliers, and other counterparties, which in turn may negatively impact our financial condition and results of operations." - Reworded sentence: "Additionally, a slowdown in China's economy over a prolonged period, including as a result of tensions with the United States, or other western countries, population decline, the ongoing real estate crisis and other factors, could lead to reduced global demand for agricultural commodities." **Prior (2025):** The level of demand for our products is affected by global and regional demographic and macroeconomic conditions, including population growth rates and changes in standards of living. A significant downturn in global economic growth, or recessionary conditions in major geographic regions, may lead to reduced demand for agricultural commodities and food products, which could adversely affect our business and results of operations. Further, deteriorating economic and political conditions in our major markets, such as inflation, increased unemployment, decreases in disposable income, declines in consumer confidence, uncertainty about economic stability, political unrest, wars or other armed conflicts, or economic slowdowns or recessions, could cause a decrease in demand for our products. 18 18 18 Table of Contents Table of Contents Additionally, weak global economic conditions and adverse conditions in global financial and capital markets, including fluctuating interest rates and constraints on the availability of credit, have in the past adversely affected, and may in the future adversely affect, the financial condition and creditworthiness of the financial institutions that serve as our lenders and as counterparties to the over-the-counter derivative instruments we use to manage risks and some of our customers, suppliers, and other counterparties, which in turn may negatively impact our financial condition and results of operations. See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Item 7A. Quantitative and Qualitative Disclosures About Market Risk" for more information. Many of the raw materials that we use can be subject to periods of rapid and significant cost instability. In 2024, we experienced fluctuations, both increases and decreases, in our raw material input costs and we expect the pressures of input cost instability to continue. While the Brazilian economy performed more strongly than expected in 2024, interest rates and government deficit levels remain high, which may restrain further economic growth. Argentina has significantly reduced public spending and showed a slowing in inflation under the current President of Argentina's austerity measures, but the sustainability of these measures and the prospect of economic recovery remains uncertain. Additionally, a slowdown in China's economy over a prolonged period, including as a result of tensions with the west, population decline, real estate crisis and other factors, could lead to reduced global demand for agricultural commodities. To the extent that such economic and political conditions negatively impact consumer and business confidence and consumption patterns or volumes, our business and results of operations could be significantly and adversely affected. **Current (2026):** The level of demand for our products is affected by global and regional demographic and macroeconomic conditions, including population growth rates and changes in standards of living. A significant downturn in global economic growth, or recessionary conditions in major geographic regions, may lead to reduced demand for agricultural commodities and food products, which could adversely affect our business and results of operations. Further, deteriorating economic and political conditions in our major markets, such as inflation, increased unemployment, decreases in disposable income, declines in consumer confidence, uncertainty about economic stability, political unrest, wars or other armed conflicts, or economic slowdowns or recessions, could cause a decrease in demand for our products. Additionally, weak global economic conditions and adverse conditions in global financial and capital markets, including fluctuating interest rates and constraints on the availability of credit, have in the past adversely affected, and may in the future adversely affect, the financial condition and creditworthiness of the financial institutions that serve as our lenders and as counterparties to the over-the-counter derivative instruments we use to manage risks and some of our customers, suppliers, and other counterparties, which in turn may negatively impact our financial condition and results of operations. See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Item 7A. Quantitative and Qualitative Disclosures About Market Risk" for more information. Many of the raw materials that we use can be subject to periods of rapid and significant cost instability. Additionally, a slowdown in China's economy over a prolonged period, including as a result of tensions with the United States, or other western countries, population decline, the ongoing real estate crisis and other factors, could lead to reduced global demand for agricultural commodities. To the extent that such economic and political conditions negatively impact consumer and business confidence and consumption patterns or volumes, our business and results of operations could be significantly and adversely affected. --- ## Modified: Risk Factors **Key changes:** - Reworded sentence: "See "Cautionary Statement Regarding Forward Looking Statements." 13 13 13 Table of Contents Table of Contents" **Prior (2025):** Our business, results of operations, cash flow, financial condition or prospects could be materially adversely affected by any of the risks and uncertainties described below. Additional risks not presently known to us, or that we currently deem immaterial, may also impair our financial condition and business operations. See "Cautionary Statement Regarding Forward Looking Statements." **Current (2026):** Our business, results of operations, cash flow, financial condition or prospects could be materially adversely affected by any of the risks and uncertainties described below. Additional risks not presently known to us, or that we currently deem immaterial, may also impair our financial condition and business operations. See "Cautionary Statement Regarding Forward Looking Statements." 13 13 13 Table of Contents Table of Contents --- ## Modified: Our business is seasonal, and our results may fluctuate depending on the harvest cycle of the crops upon which we rely and seasonal fluctuations related to the sale of our consumer products. **Key changes:** - Reworded sentence: "For example, there is a degree of seasonality in the growing season and procurement of our principal raw materials, such as soybeans, softseeds, and grains, however we typically do not experience material fluctuations in volume between the first and second half of the year since we are geographically diversified between the northern and southern hemispheres." - Reworded sentence: "In addition, our quarterly results may vary as a result of the effects of fluctuations in commodities prices, production yields, and costs." **Prior (2025):** As with any agricultural business enterprise, our business operations are seasonal in nature. For example, in our Agribusiness segment, while there is a degree of seasonality in the growing season and procurement of our principal raw materials, such as oilseeds and grains, we typically do not experience material fluctuations in volume between the first and second half of the year since we are geographically diversified between the northern and southern hemispheres. However, the first quarter of the year has generally been our weakest in terms of financial results due to the timing of the North and South American oilseed harvests, as the North American oilseed harvest peaks in the third and fourth quarters, while the South American harvest peaks in the second quarter. This creates price fluctuations, which result in fluctuations in our inventories and a degree of seasonality in our gross profit. In addition, certain of our consumer food products are influenced by holidays and other annual events. Seasonality could have a material adverse effect on our business and financial performance. In addition, our quarterly results may vary as a result of the effects of fluctuations in commodities prices, production yields and costs. **Current (2026):** As with any agricultural business enterprise, our business operations are seasonal in nature. For example, there is a degree of seasonality in the growing season and procurement of our principal raw materials, such as soybeans, softseeds, and grains, however we typically do not experience material fluctuations in volume between the first and second half of the year since we are geographically diversified between the northern and southern hemispheres. In addition, certain of our consumer food products are influenced by holidays and other annual events. Seasonality could have a material adverse effect on our business and financial performance. In addition, our quarterly results may vary as a result of the effects of fluctuations in commodities prices, production yields, and costs. --- ## Modified: With the completion of the Acquisition, the market price for registered shares of the company may be affected by factors different from, or in addition to, those that historically have affected or currently affect the market prices of the registered shares. **Key changes:** - Reworded sentence: "The results of operations of the company may be affected by factors that are different from those currently affecting our results of operations." **Prior (2025):** The results of operations of the combined company will be affected by some factors that are different from those currently or historically affecting our results of operations and those currently or historically affecting the results of operations of Viterra. The results of operations of the combined company may also be affected by factors different from those that currently affect or have historically affected either Bunge or Viterra. **Current (2026):** The results of operations of the company may be affected by factors that are different from those currently affecting our results of operations. Additionally, our results of operations may also be affected by factors that are different from those historically affecting our or Viterra's results of operations prior to the closing of the Acquisition. --- ## Modified: We face intense competition in each of our businesses. **Key changes:** - Reworded sentence: "We participate in an intensely competitive industry with numerous global and regional competitors." - Added sentence: "15 15 15 Table of Contents Table of Contents" **Prior (2025):** We face significant competition in each of our businesses and we have numerous competitors, some of which are larger, more diversified and have greater financial resources than we have. Additionally, in recent years we have experienced regional Agribusiness competitors entering new geographies where previously they did not compete with us, and certain customers seeking to procure certain commodities directly rather than through historical suppliers such as us. Furthermore, in conjunction with the recent increase in demand for renewable biodiesel feedstocks, we have experienced added competition for refining capacity from traditional petroleum companies. As many of the products we sell are global commodities, the markets for our products are highly price competitive, and in many cases also sensitive to product substitution. Additionally, the geographic location of assets can competitively advantage or disadvantage us with respect to our competitors in certain regions. We also face competition from changing technologies and shifting industry practices, such as increased on-farm crop storage in several regions, which allows producers to retain commodities for extended periods and increase price pressure on purchasers such as us. To compete effectively, we must continuously focus on improving efficiency in our production and distribution operations, including through business optimization initiatives, developing and offering products that meet customer needs, optimizing our geographic presence in key markets, developing and maintaining appropriate market share and customer relationships, supporting socially responsible and sustainable corporate and business practices, and promoting our environmental stewardship. We also compete for talent in our industries, particularly commercial personnel. Competition could cause us to lose market share and talented employees, exit certain lines of business, increase marketing or other expenditures, increase our raw material costs or reduce pricing, each of which could have an adverse effect on our business and profitability. **Current (2026):** We participate in an intensely competitive industry with numerous global and regional competitors. Over the past few years, certain of our competitors have added oilseed processing and refining capacity in response to growing demand. Additionally, in conjunction with the recent increase in demand for renewable biodiesel feedstocks, we have experienced additional competition for refining capacity from traditional petroleum companies, particularly in the United States. As many of the products we sell are global commodities, the markets for our products are highly price competitive, and in many cases also sensitive to product substitution. Additionally, the geographic location of assets can competitively advantage or disadvantage us with respect to our competitors in certain regions. We also face competition from changing technologies and shifting industry practices, such as increased on-farm crop storage in several regions, which allows producers to retain commodities for extended periods and increase price pressure on purchasers such as us. To compete effectively, we must continuously focus on improving efficiency in our production and distribution operations, including through business optimization initiatives, developing and offering products that meet customer needs, optimizing our geographic presence in key markets, developing and maintaining appropriate market share and customer relationships, supporting socially responsible and sustainable corporate and business practices, and promoting our environmental stewardship. We also compete for talent in our industries, particularly commercial personnel. Competition could cause us to lose market share and talented employees, exit certain lines of business, increase marketing or other expenditures, increase our raw material costs or reduce pricing, each of which could have an adverse effect on our business and profitability. 15 15 15 Table of Contents Table of Contents --- ## Modified: Certain Shareholders are able to exercise influence over the composition of the Board, matters subject to shareholder approval and/or our operations. **Key changes:** - Reworded sentence: "Glencore PLC ("Glencore"), Canada Pension Plan Investment Board ("CPP Investments"), and British Columbia Investment Management Corporation, shareholders of Viterra at the time of the acquisition, represent approximately 17%, 14% and 3%, respectively, of our outstanding registered shares, or in the aggregate approximately 34% of Bunge's outstanding registered shares as of December 31, 2025." **Prior (2025):** Upon the completion of the Acquisition, the number of registered shares expected to be issued to Glencore, CPP Investments and BCI will represent approximately 15%, 12% and 3% of our outstanding registered shares, or in the aggregate approximately 30% of the combined company on a fully diluted basis before giving effect to any share repurchases by Bunge occurring after June 13, 2023. As further discussed in "Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities - (f) Purchases of Equity Securities by Registrant and Affiliated Purchasers," Bunge has a share repurchase program with a total authorization since inception of $2.7 billion, with an aggregate purchase authorization of approximately $800 million remaining for repurchase as of December 31, 2024. Bunge has repurchased, and may continue to repurchase its registered shares from time to time under the share repurchase program, which may occur before the completion of the Acquisition. Repurchases under the program may increase the Viterra Shareholder Group's aggregate ownership percentage in the combined company up to approximately 35% if all remaining registered shares authorized for repurchase under the share repurchase program are repurchased. Subject to and effective upon the completion of the pending Acquisition, Bunge and each of Glencore and CPP Investments are expected to execute the Shareholder Agreements. Each Shareholder's Agreement is expected to provide each of Glencore and CPP Investments the right to designate (a) two persons to be nominated for election to the Board, as long as each maintains beneficial ownership of at least 10% of the registered shares; and (b) one person to be nominated for election to the Board, as long as each maintains beneficial ownership of at least 5% of the registered shares. In contemplation of these Shareholder Agreements, each of Glencore and CCP Investments has nominated candidates to serve as directors on the Board subject to and contingent upon the Acquisition closing. These director nominees were included in the Company's 2024 definitive proxy statement, and the Company's shareholders approved these director nominees to serve on the Board following the Acquisition. As a result, following the completion of the Acquisition, Glencore and CPP Investments will be able to influence the composition of the Board and thus, potentially, the outcome of corporate actions requiring shareholder approval, such as statutory mergers or the issuance of new shares where preemptive rights of shareholders are to be withdrawn, which require the affirmative vote of a majority of two-thirds of the voting rights represented at the general meeting of shareholders. This concentration of investment and voting power, in addition to our current concentration of investment and voting power among certain large shareholders, could discourage others from initiating a potential merger, takeover or other change of control transaction that may otherwise be beneficial to Bunge and its shareholders, which could adversely affect the market price of registered shares. **Current (2026):** Glencore PLC ("Glencore"), Canada Pension Plan Investment Board ("CPP Investments"), and British Columbia Investment Management Corporation, shareholders of Viterra at the time of the acquisition, represent approximately 17%, 14% and 3%, respectively, of our outstanding registered shares, or in the aggregate approximately 34% of Bunge's outstanding registered shares as of December 31, 2025. At the closing of the Acquisition, we entered into shareholder's agreements with each of Glencore and CPP Investments, pursuant to which, among other things, each of Glencore and CPP Investments will have the right to designate: •two individuals for nomination to the Board of Bunge so long as such shareholder continues to own at least 10% of the total outstanding registered shares; and •one individual for nomination to the Board so long as such shareholder continues to own at least 5% but less than 10% of the outstanding registered shares. As a result, Glencore and CPP Investments are able to influence the composition of our Board and thus, potentially, the outcome of corporate actions requiring shareholder approval, such as statutory mergers or the issuance of new shares where preemptive rights of shareholders are to be withdrawn, which require the affirmative vote of a majority of two-thirds of the voting rights represented at the general meeting of shareholders. This concentration of investment and voting power, in addition to our existing concentration of investment and voting power among certain large shareholders, could discourage others from initiating a potential merger, takeover or other change of control transaction that may otherwise be beneficial to Bunge and its shareholders, which could adversely affect the market price of registered shares. 24 24 24 Table of Contents Table of Contents --- *Data sourced from SEC EDGAR. Last updated 2026-06-01.*