Spruce Point Capital Management Announces Investment Opinion: Releases Report and Strong Sell Research Opinion on Bunge Global, SA (NYSE: BG)

NOTE TO EDITORS: The Following Is an Investment Opinion Issued by Spruce Point Capital Management

Provides Analysis That Suggests Bunge Is a Non-Economic Agribusiness Roll-Up That Has Generated a Capital Deficit of $1.6 Billion After Capex, Business Investment and Asset-Shuffling, Making Its $4.7 and $3.9 Billion of Dividends and Share Repurchases Effectively Debt Financed

Believes That Bunge Is Suffering Core Challenges In Its Oilseeds Business as Its Food Products and Alcoholic Beverage Clients Grapple With Changing Consumer Demand and The Effects of GLP-1 Weight Loss Drugs

Presents Evidence That Bunge, Pro Forma For the Viterra Acquisition, Wildly Missed 2025 EBITDA Projections By an Estimated -24%, and That Viterra’s Revenue Declined Approximately -16.7% In 2025 When Public Agribusiness Peers On Average Grew Revenue +6.3%

Calls On The Board to Hold Management Accountable For Failed Mid-Cycle Goals Starting In 2022 and the Botched Viterra Deal. Also Calls On The Audit Committee to Evaluate Revisions That Lowered Viterra’s PP&E Accounts By -10% Post Deal Closing, and to Explain How Much Cash Liquidity Bunge Truly Has Available and What Is Its Real Financial Leverage

We Believe That Bunge’s Shares Face 55% – 80% Downside Risk Potential From Its Leverage Being Closer To 5.7x Net Debt / EBITDA vs. 1.9x Promoted By Management and From Its Inexplicable Valuation Expansion In The Face of Viterra Integration Struggles

NEW YORK--(BUSINESS WIRE)--Spruce Point Capital Management, LLC (“Spruce Point” or “we” or “us”), a New York-based investment management firm that focuses on forensic research and short-selling, today issued a detailed report entitled “Slimming Down A Fat Share Price” that outlines why we believe and estimate that shares of Bunge Global SA (NYSE: BG) (“Bunge” or the “Company”) face up to 55% – 80% potential long-term downside to approximately $24.50 – $55.85 per share, representing material risk of market underperformance. Download and view the report, disclaimers, additional information, and exclusive updates by visiting www.SprucePointCap.com.

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Spruce Point Report Overview

Headquartered in Geneva Switzerland, Bunge is an agribusiness and food company that produces and supplies plant-based oils, fats and proteins. The Company’s products are used in a wide range of applications such as animal feed, cooking oils, flours, baked goods and confectionary, plant-based meats, and alcoholic beverages. On July 2, 2025, Bunge closed the $10.6 billion acquisition of Viterra from Glencore which it says, “creates a premier global agribusiness solutions company for food, feed and fuel, that is well positioned to meet the demands of increasingly complex markets and better serve farmers and end-customers.” For the year December 31, 2025, Bunge reported $70,329 million of revenue and LTM Adjusted EBITDA of $2,726 million, respectively.

The issues we analyze in our report include the following:

• In our opinion, Bunge is a complex and troubled roll-up facing growing core challenges that has demonstrated an inability to deliver value to shareholders absent external financing.
  • We provide evidence that since 1999, the Company has generated a cash flow deficit of -$1.6 billion after capital expenditures, business investment, and asset-shuffling and repositioning, while making $4.7 billion and $3.9 billion of dividends and share repurchases effectively through debt-financing.
  • Our belief is that Bunge is under core pressure in oilseeds, once its highest EBIT contributor and which it once claimed was a global leading business and difficult to replicate. The new Annual Report added a sentence under competition risk that states “Over the past few years, certain of our competitors have added oilseed processing and refining capacity in response to growing demand.” This admission indicates to us that Bunge is finally telegraphing growing pressures.
  • Bunge competes against heavyweights such as Cargill, Archer Daniels Midland (“ADM”), Louis Dreyfus, Wilmar International, and China Oil and Foodstuffs Corp (“COFCO”). We believe COFCO is a particular pressure point for Bunge as it is effectively a Chinese state-owned corporation with deep access to capital and has made aggressive expansionary inroads into South America through large infrastructure investments. Bunge is heavily exposed to Latin America with more than 25% of its long-lived assets there. We also believe it is feeling pressure in China and in its animal feed business given changing policies and excess capacity.
  • Bunge also says nothing about the growing impact of GLP-1 weight loss drugs in its SEC filings or conference calls, but with customers in the food products industry, we believe it is likely feeling the effects in areas such as oilseed products, wheats, corns, and barleys which are core to snacks, packaged goods, condiments and alcohols such as beer and whiskies. Food trends are also moving towards fibers where Bunge recently retracted claims about a proprietary fiber process for customers.
  • Bunge says customers depend on it to “develop tailored, innovative solutions that address consumer needs”. However, Bunge shifted its research and development (“R&D”) tone dramatically in the new Annual Report calling it “very minimal”. Bunge’s R&D spending and margin pales in comparison to peers and has contracted by -10.6% over the past three years. Bunge also started a venture arm that invested in Beyond Meat and Benson Hill while expanding capacity in plant-based proteins. Both companies have largely failed.
  • In 2022, Bunge provided a mid-cycle update and outlined its growth framework for base EPS to be ~$11 per share by 2026. Now in 2026, after having spent $10.6 billion to acquire Viterra and assume $34 billion of revenue along with acquiring IFF’s soy protein concentrate, lecithin, and soy crush businesses with $240 million of revenue, Bunge guided 2026 EPS to be $7.50 – $8.00 per share or ~30% below the previous target.
    
    
• Given mounting financial pressures, we view Bunge’s $10.6 billion Viterra acquisition from Glencore (LSE: GLEN) announced in June 2023 as a deal borne out of necessity to deflect from its core challenges and a transaction, and we believe that it has wildly disappointed.
  • Bunge says the acquisition, “mitigates risk because it adds more balance to our oilseed processing footprint” and provides “Enhanced ability to meet the demands of increasingly complex markets”. We interpret such carefully worded language as resoundingly bearish and defensive.
  • Based on our forensic analysis, we believe Viterra has wildly underperformed expectations with a -16.6% decline in revenue last year which is worse than ADM’s -6.2% revenue decline while ADM is also reeling from a financial accounting scandal and SEC fraud charges. Bunge’s core revenue growth excluding Viterra is estimated at ~4% making it a substantial underperformer relative to industry peer growth of ~6.3%. Bunge has also not been transparent with Viterra’s quantitative contribution by segment.
  • We see the possibility that Bunge was bamboozled by Glencore, which is a sophisticated and controversial counterparty that owned Viterra since 2012, and which pled guilty to bribery and market manipulation charges with the U.S. Dept. of Justice in 2022 for $1.1 billion. Bunge should have been on red alert given that Viterra restated revenue in 2021 for essentially booking financing transactions as revenue. Moreover, Bunge says nothing about being reunited with Gavilon, which Viterra purchased in 2022 for $2.9 billion. This is surprising given that Bunge’s CEO, CFO and Chief Risk Officer were previously top executives at Gavilon.
  • Bunge’s proxy statement makes a startling admission that Viterra, a business with ~$40 billion of revenue, either had no long-range planning or projections or did not want to provide them in writing to Bunge’s management as part of the due diligence process. Bunge also qualified its projections claiming it does not provide detailed long-term public forecasts despite issuing 4-year EPS guidance the year prior. Bunge failed to provide revenue projections for Viterra in its proxy statement which it likely formulated because it was able to provide Adjusted EBIT, EBITDA and Unlevered Free Cash Flow estimates.
  • Bunge’s 2025E Adjusted EBITDA forecasts contained in the proxy statement allow us to evaluate management’s execution and understanding of its business. The projections were standalone, so we combine and then adjust the estimates for the disclosed deal costs and synergies achieved. By our estimate, Bunge’s 2025 Adjusted EBITDA fell -24% below plan.
  • There is additional evidence that Viterra brought unplanned financial strain to Bunge post-closing. Bunge increased its committed revolving credit facilities by $1.0 billion (+11%) and disclosed that it had tapped the revolver for $600 million at year end. In our experience, tapping the revolver only occurs in situations where it is absolutely necessary and when alternative liquidity is strained.
  • We take issue with Bunge’s recent claims during its March 2026 Investor Day that it has a “Track Record of Generating Strong Free Cash Flow Through the Cycle”. When it announced the acquisition of Viterra in mid-2023, it promoted a combined Adjusted FFO of $3.9 billion that had been growing 18% p.a. Almost three years later, Bunge is now guiding to a “mid-cycle run-rate baseline” through 2030 of $3.5 billion of Adjusted FFO, or $0.4 billion lower. While management may consider this a strong track record, we characterize it as a disappointing track record. Perhaps, the “mid-cycle” that Bunge refers to has just changed and become structurally lower.
    
    
• Bunge claims to be committed to transparency so we believe the Board should investigate the following matters and provide more clarity around its financial reporting.
  • Viterra PP&E Valuation Revisions: Of particular concern, Bunge has revised Viterra’s property, plant and equipment (“PP&E”) valuation twice by -$596 million (-10%). A revision lower could indicate that Viterra was overstating its PP&E or that the assets were obsolete or less useful than assumed. The practical implication is that subsequent depreciation falls and earnings rise because goodwill is not depreciated. Moreover, if Viterra’s assets were inflated, there is a strong possibility its historical earnings were also inflated. Bunge’s EPS projections may have benefited by up to $0.44 per share by lowering its depreciation expense.
  • Revenue Reporting: Bunge’s new geographic revenue reporting is a step backwards and dramatically reduces details about external revenues. Investors can no longer ascertain how much revenue comes from Argentina or Brazil which are two notoriously volatile and difficult places to do business. This is problematic because Bunge has struggled for at least a decade in Argentina but claims that Viterra will improve operations. Instead, investors see revenue from Switzerland and the Netherlands which are notoriously secretive tax havens.
  • Cash Flow: Bunge terms its cash flow as Funds From Operations (“FFO”) which is characteristic of a REIT despite it not being one and projects ample discretionary cash flow of $1,248 million. However, we believe the Company has an overly liberal interpretation. Based on our more conservative estimate, we believe Bunge’s discretionary cash flow of -$993 million is troubling and not covering the annual dividend burden.
  • Working Capital: Bunge projects an image of improving working capital to revenue from 2023-2025 from 14.5% to 13.2% by its definition of working capital as Total Current Assets – Total Current Liabilities. We adjust Bunge’s definition to remove cash, marketable investments and financial debts to focus on core payables, receivables and operating accounts. Viewed with this framework, we find that Bunge’s working capital to revenue ratio has worsened to 17.8%. Movements in inventories present a particular strain. Inventory to LTM revenue has increased from 11.9% to 18.8% from 2023-2025. We overlay Viterra’s standalone metrics (pre-acquisition) which indicate that its working capital position was worse than Bunge’s and may have deteriorated even further post-acquisition.
  • Cash Liquidity: Bunge’s cash liquidity is a serious concern in our opinion and should be clarified. We believe it is customary for large and global U.S. public companies to disclose how much cash and equivalents are held outside of the U.S. in foreign subsidiaries or permanently invested abroad. In fact, Bunge’s agribusiness peers provide these essential disclosures. Meanwhile, Bunge fails to provide this crucial information and does not even estimate the tax effect if it were to repatriate foreign earnings. Bunge increased its liquidity by $1.0 billion after closing the Viterra acquisition and drew upon its revolver for $600 million in Q4’25 despite reporting $3.1 billion of cash, equivalents, marketable securities and other investments in Q3’25.
  • Financial Leverage: Bunge tells investors its Net Debt / LTM Adjusted EBITDA is 1.9x but we believe this is an overly permissive interpretation. In fact, when capital leases, postretirement liabilities, lingering tax assessments and penalties in Brazil, financial guarantees, LOCs, and surety bonds are considered, Net Debt balloons from $12 billion to $19.4 billion. Bunge also generously gives itself 70% credit for readily marketable inventories (“RMI”) to lower its Net Debt further. However, we also think this is too generous as ADM applies a 40% factor. Our estimate also generously increases Bunge’s 2025 Adjusted EBITDA for deal and integration costs, and Viterra’s H2’25 contribution despite performance being notably weak. Overall, we believe Bunge’s leverage is closer to 5.7x.
    
    
• Bunge’s share price is a poor risk / reward, new 2030 EPS guidance should be discounted and extreme insider selling of up to 30% of the stock may be on the near-term horizon.
  • Despite previous failures in meeting its “mid-cycle” EPS target of $11 per share by 2026 issued in 2022, Bunge now outlines a $15+ per share mid-cycle EPS target by 2030. There are many steps in the EPS bridge that Bunge must execute perfectly to achieve this target. Notably, over $1.50 per share is tied to Viterra cost, network, and commercial synergies but our analysis indicates they are considerably lower and large agribusiness acquisition synergies often fail to materialize. Employee retention is critically important, and we cannot reconcile over 3,000 employees that have seemingly vanished six months post-closing despite Bunge’s claim that headcount reduction was not a critical aspect of the transaction.
  • Bunge insiders have increasingly little equity at risk and have diluted their ownership from 3.7% to 0.6% since March 2020. Meanwhile, Glencore and Canada Pension Plan (“CPP”) who were Viterra’s largest shareholders can start selling 59 million or 30% of Bunge’s shares on July 3, 2026. Analysts are already pressing Glencore how it will “get rid” of Bunge stock. British Columbia Investment Management received 6.5 million Bunge shares in the transaction, but according to SEC filings, has already liquidated.
  • Analysts take Bunge’s bait and believe in its ability to execute on its 2030 goals despite previous failures and our mounting evidence that suggests Viterra is an injured business while Bunge’s core business also struggles. Sell-side consensus target is $132.25 per share (6.6% upside) and we believe most of the upside from commodity price increases from war disruption and optimism over biodiesel is already priced in. We see little rationale for Bunge’s multiple expansion to a 3-year high from Viterra’s business which is lower margin, with more volatile and/or impaired results. Given Bunge’s immense debt load, its equity value is highly sensitive to changes in perception of its valuation multiple. Prior the Viterra deal, Bunge’s EV / Revenue multiple averaged 0.35x and compressed to a low 0.25x in the preceding six years. We believe that growing competition, negative food consumption trends, and challenges faced by Viterra do not merit its recent multiple expansion. We see approximately 55% – 80% downside risk ($24.50 to $55.85) per share to BG’s share price and expect it to underperform the agribusiness industry and equity market.

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Please note that the items summarized in this press release are expanded upon and supported with data, public filings and records, and images in Spruce Point’s full report. As a reminder, our full report, along with its investment disclaimers, can be downloaded and viewed at www.SprucePointCap.com.

As disclosed, Spruce Point and/or its clients have a short position in Bunge Global SA (NYSE: BG) and owns derivative securities that stand to net benefit if its share price falls. Following publication of the report, we intend to continue transacting in the securities covered therein, and we may be long, short, or neutral at any time hereafter regardless of our initial opinion. For additional important information, please review the “Full Legal Disclaimer” contained in the report.

About Spruce Point

Spruce Point Capital Management, LLC is a forensic fundamentally-oriented investment manager that focuses on short-selling, value, and special situation investment opportunities.