bg-20251216
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
December 16, 2025
Date of Report (date of earliest event reported)
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BUNGE GLOBAL SA
(Exact name of registrant as specified in its charter)
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Switzerland (State of Incorporation) | ||
000-56607 (Commission File Number) | 98-1743397 (IRS Employer Identification Number) | |||||||
Route de Florissant 13, 1206 Geneva, Switzerland | N.A | |||||||
(Address of principal executive offices and zip code) | (Zip Code) | |||||||
1391 Timberlake Manor Parkway Chesterfield, MO | 63017 | |||||||
(Address of corporate headquarters ) | (Zip Code) | |||||||
(314) 292-2000 | ||||||||
(Registrant's telephone number, including area code) | ||||||||
| N/A | ||||||||
| (Former name or former address, if changed since last report) | ||||||||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||
Securities registered pursuant to Section 12(b) of the Act: | ||||||||
Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
| Registered Shares, $0.01 par value per share | BG | New York Stock Exchange | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective December 16, 2025, Bunge Global SA (the “Company”) amended Article 4 of the Company’s Articles of Association to reflect a USD 123,826.10 reduction in the share capital of the Company from USD 2,208,943.73 to USD 2,085,117.63 following the cancellation of 12,382,610 of the Company’s registered shares, nominal value of $0.01 per share, that were repurchased under the Company’s share repurchase program. As a result of this amendment to Article 4, the Company also amended Article 4a of its Articles of Association to update the Swiss “capital band” provision.
A copy of the Company’s amended Articles of Association is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits | ||||
(d) | Exhibits | |||||||
Exhibit No. | Description | |||||||
| Articles of Association of Bunge Global SA, as amended, effective December 16, 2025 | ||||||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: December 19, 2025
| BUNGE GLOBAL SA | |||||
By: | /s/Lisa Ware-Alexander | ||||
Name: | Lisa Ware-Alexander | ||||
Title: | Secretary | ||||