On July 2, 2025, Bunge completed its previously announced Acquisition of 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 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 was financed through a combination of cash on hand and Bunge's existing debt instruments. See Note 13 - Debt for further information.


(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

(2) Represents the base amount of cash consideration transferred to the Sellers, adjusted for certain items per the terms of the Business Combination Agreement. Amount is subject to purchase price adjustments targeted to be finalized within approximately six months of the Acquisition date per the terms of the Business Combination Agreement.

The Acquisition of Viterra is accounted for as a business combination using the acquisition method of accounting. 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, the 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 following table summarizes the preliminary allocation of the fair value of assets acquired and liabilities assumed as of the Acquisition date, as included in Bunge's condensed consolidated balance sheet.



(US$ in millions)	July 2, 2025
Cash and cash equivalents	$	1,143
Time deposits under trade structured finance program	481
Trade accounts receivable	1,307
Inventories	5,725
Assets held for sale	700
Other current assets	2,603
Property, plant and equipment	5,472
Operating lease assets	785
Other intangible assets (1)	24
Investments in affiliates	577
Deferred income taxes	143
Other non-current assets	260
Total assets acquired	19,220
Liabilities
Short-term debt	1,131
Current portion of long-term debt (2)	1,220
Letter of credit obligations under trade structured finance program	481
Trade accounts payable	1,520
Current operating lease obligations	248
Liabilities held for sale	227
Other current liabilities	2,076
Long-term debt (2)	2,158
Deferred income taxes	698
Non-current operating lease obligations	482
Other non-current liabilities	227
Net assets acquired	8,752
Less: Noncontrolling interests	(441)
Goodwill (3)	2,306
Fair value of consideration transferred	$	10,617

(2) Debt is required to be measured at fair value under the acquisition method of accounting. The fair value of Viterra's aggregate principal of $1.95 billion notes and 1.2 billion Euro notes assumed in the Acquisition was $3.3 billion. The $97 million discount to par value will accrete to interest expense over the remaining term of the notes. See Note 13 - Debt for further information.

(3) Goodwill was assigned to reportable segments as follows, $1,007 million to Softseed Processing and Refining, $761 million to Soybean Processing and Refining, and $538 million to Grain Merchandising and Milling. The

goodwill is primarily attributable to expected synergies and the assembled workforce of Viterra. None of the goodwill is expected to be deductible for income tax purposes. Goodwill is not amortized to earnings but instead will be reviewed at least annually for impairment.

The condensed consolidated statement of income includes results attributable to Viterra from the date of Acquisition, July 2, 2025, to September 30, 2025. Net sales include $8.2 billion attributable to Viterra for the three and nine months ended September 30, 2025. It is impracticable for the Company to determine the effect on Net income (loss) attributable to Viterra as upon close of the Acquisition, the Company immediately began integrating Viterra into its ongoing operations.


	Three Months Ended September 30,				Nine Months Ended September 30,
(US$ in millions)	2025		2024		2025		2024
Net sales	$	22,155	$	22,622	$	65,745	$	70,268
Income (loss) from continuing operations	218		259		699		544
Income (loss) from discontinued operations	(3)		—		(3)		—
Net income (loss)	215		259		696		544

•Additional depreciation and amortization that would have been charged assuming the fair value adjustments to Property, plant and equipment and Other intangible assets had been applied on January 1, 2024.

•Additional interest expense on the additional financing, including the issuance of senior notes, in connection with the Acquisition, as if such issuance occurred on January 1, 2024. See Note 13 - Debt for further information.

•Acquisition costs incurred and recognized in 2025 are removed from 2025 supplemental pro forma income from continuing operations. 2024 supplemental pro forma income from continuing operations has been adjusted to include these charges, reflecting the assumed Viterra acquisition date of January 1, 2024.

The unaudited supplemental pro forma results do not reflect any anticipated synergies, efficiencies, or other cost savings of the Acquisition. Accordingly, the unaudited supplemental pro forma financial information is not indicative of the Company's actual results of operations if the Acquisition had been completed on January 1, 2024, nor is it necessarily an indication of future operating results.

During 2024, the European Commission (the "Commission") approved, under the EU Merger Regulation, the proposed Acquisition of Viterra subject to the EU Oilseeds Divestment. The approval was conditional upon full compliance with the commitments offered by the parties. To address the Commission's competition concerns, it was agreed that Viterra’s business in Hungary, as well as part of Viterra's business in Poland, would be sold to Louis Dreyfus Company Suisse S.A. The sale in Poland includes Viterra’s Bodaczow processing facility, including commercial oilseeds origination activities to supply such facility, and the Trawniki, Kętrzyn, Szamotuły, and Werbkowice storage facilities. On September 1, 2025, Bunge completed the EU Oilseeds Divestment, fully complying with the Commission commitments.

Upon closing, Bunge received cash proceeds of $483 million in consideration recorded as a cash inflow within Proceeds from disposal of business and property, plant and equipment on the condensed consolidated statement of cash flows. The following table presents the disposal group's major classes of assets and liabilities at the closing date and includes the application of business combination accounting to the assets and liabilities assumed in the Acquisition of Viterra. Intercompany


(US$ in millions)
Cash and cash equivalents	$	26
Trade accounts receivable	62
Inventories	148

Other current assets	64
Property, plant and equipment	413
Operating lease assets	2


Other non-current assets	2

Total assets	$	717

Short-term debt	$	52
Trade accounts payable and accrued liabilities	80

Other current liabilities	29

Long-term debt	62
Deferred income taxes	6
Non-current operating lease obligations	2

Total liabilities	$	231

On August 5, 2025, Bunge entered into an asset purchase agreement with Solae, L.L.C. to acquire substantially all assets related to the lecithin, soy protein concentrate and crush businesses of International Flavors and Fragrances, Inc. The asset purchase, which Bunge expects to account for as a business combination, is in exchange for total cash consideration of approximately $110 million, subject to certain consideration adjustments. The transaction is expected to close in 2026, subject to customary closing conditions.

In January 2024, Bunge and Varthomio entered into a share purchase agreement whereby Bunge acquired a 15% equity interest and a fixed price call option to acquire the remaining 85% equity interest in an oilseed crush operation in western Ukraine ("ViOil"). On June 20, 2025, Bunge formally exercised the call option to acquire the remaining interest in ViOil; and early in the fourth quarter of 2025, the transaction closed in accordance with the terms of the agreement. The following table summarizes the total preliminary purchase consideration to acquire the remaining 85% equity interest:

(1) Represents the fair value of the contingent and deferred cash consideration as set forth in the share purchase agreement to be settled within one year from the date of the close of the transaction.

ViOil is accounted for as a business combination using the acquisition method of accounting that requires assets and liabilities assumed to be recognized at fair value as of the date of the transaction close. Due to the timing of the close of ViOil, the initial accounting for the transaction is incomplete at this time. As a result, the preliminary purchase price allocation for the acquisition of ViOil has not been completed. Therefore, the preliminary purchase price allocation will be provided in future filings.

On October 10, 2023, Bunge entered into a definitive share purchase agreement with CJ CheilJedang Corporation and STIC CJ Global Investment Corporate Partnership Private Equity Fund (collectively, "CJ") to acquire 100% of outstanding equity of CJ Latam Participações Ltda. and CJ Selecta S.A. (collectively, “CJ Selecta”). Operations of CJ Selecta primarily consist of an oilseed processing facility located in Brazil.

In April 2025, the definitive share purchase agreement between Bunge and CJ with respect to the acquisition of CJ Selecta was formally terminated. Bunge exercised its right to terminate the definitive share purchase agreement pursuant to the agreement's terms. Subsequently, CJ has also communicated its intent to terminate the agreement, and the parties have exchanged communications regarding certain rights and obligations under the agreement.

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 recorded as a cash inflow within Proceeds from disposal of business and property, plant and equipment on the condensed consolidated statement of cash flows. The transaction close resulted in a gain on sale of $155 million recognized in Other income (expense) - net.

The following table presents the disposal group's major classes of assets and liabilities at the closing date. Intercompany balances between the disposal group and other Bunge consolidated entities have been omitted. Assets and liabilities were reported within the Milling segment.


(US$ in millions)

Trade accounts receivable	$	128
Inventories	36

Other current assets	4
Property, plant and equipment, net	137
Operating lease assets	17
Goodwill & Other intangible assets, net	37

Other non-current assets	5

Total assets	$	364

Trade accounts payable and accrued liabilities	$	40

Current operating lease obligations	6

Deferred income taxes	27
Non-current operating lease obligations	10

Total liabilities	$	83

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.

The following table presents the disposal group's major classes of assets and liabilities included in Assets held for sale and Liabilities held for sale, respectively, on the condensed consolidated balance sheet as of September 30, 2025. Intercompany balances between the disposal group and other Bunge consolidated entities have been omitted. Assets held for sale comprise $179 million and $3 million under the Refined and Specialty Oils segment and Corporate and Other, respectively. Liabilities held for sale comprise $70 million and $2 million under the Refined and Specialty Oils segment and Corporate and Other, respectively.


(US$ in millions)	September 30, 2025

Trade accounts receivable	$	40
Inventories	36

Other current assets	6
Property, plant and equipment, net	83
Operating lease assets	2
Goodwill & Other intangible assets, net	12
Deferred income taxes	3


Total assets held for sale	$	182

Trade accounts payable and accrued liabilities	$	48


Other current liabilities	9
Deferred income taxes	2
Non-current operating lease obligations	1
Other non-current liabilities	12
Total liabilities held for sale	$	72

On June 19, 2024, Bunge entered into a definitive share purchase agreement with BP Biofuels Brazil Investment Limited ("BP") to sell its 50% ownership share in BP Bunge Bioenergia. On October 1, 2024, the transaction closed in accordance with the terms of the share purchase agreement for a total net amount of $828 million in consideration inclusive of certain closing adjustments for the value of net working capital and net debt, among other items. As of December 31, 2024, $728 million in cash consideration had been received. Also, per the terms of the agreement, a $100 million deferred payment was received in early 2025 and recorded as a cash inflow within Proceeds from sale of investments in affiliates on the 2025 condensed consolidated statement of cash flows.

In connection with the transaction, Bunge has agreed to indemnify BP against future losses associated with certain legal claims as defined in the share purchase agreement. As a consequence, Bunge recognized a liability of $95 million upon transaction close in accordance with ASC 460, Guarantees and ASC 450, Contingencies. See Note 15 - Commitments and Contingencies for more information.