STOCKHOLDERS’ EQUITY | STOCKHOLDERS’ EQUITY Common Stock As of September 30, 2023, the Company was authorized to issue 600.0 million total shares of capital stock, consisting of 300.0 million shares of common stock and 300.0 million shares of preferred stock. As of September 30, 2023 and December 31, 2022, there were 94.9 million shares of common stock outstanding and no shares of preferred stock outstanding. Stock-Based Compensation The Company’s primary stock-based compensation plan is the 2021 Omnibus Incentive Compensation Plan (“the Plan”), under which to date, share options and two different types of restricted stock units (“RSUs”) have been issued. The purpose of the Plan is to benefit and advance the interests of Dole by attracting, retaining and motivating participants and to compensate participants for contributions to the success of the Company. Upon exercise of share options or vesting of RSUs, new shares are issued from existing authorization. A total of 7.4 million shares of the Company’s common stock were initially reserved for issuance pursuant to the Omnibus Plan. Upon the exercise of any option or vesting of any RSU, the related award is cancelled to the extent of the number of shares exercised or vested, and that number of shares is no longer available under the Plan. If any part of the award terminates without delivery of the related shares, the extent of the award will then be available for future grant under the Plan. As of September 30, 2023, there were 5.7 million shares available for future grant under the Plan and 1.6 million shares available for future issue under awards granted. In the nine months ended September 30, 2023, additional RSU awards were issued under the Plan that vest over a one Dividends Declared The following table summarizes dividends per share declared for the nine months ended September 30, 2023 and September 30, 2022: Date Declared Amount (U.S. Dollars) 8/17/2023 $ 0.08 5/17/2023 $ 0.08 3/6/2023 $ 0.08 8/22/2022 $ 0.08 5/24/2022 $ 0.08 3/14/2022 $ 0.08 The following table summarizes total dividends declared for the three and nine months ended September 30, 2023 and September 30, 2022: Three Months Ended Nine Months Ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 (U.S. Dollars in thousands) Dividends $ (7,686) $ (7,695) $ (23,063) $ (22,925) In January and April of 2023, Dole paid cash dividends of $0.08 per share, totaling $15.4 million, to shareholders for the third quarter dividend declared on November 16, 2022 and for the fourth quarter dividend declared on March 6, 2023. In July of 2023, Dole paid cash dividends of $0.08 per share, totaling $7.8 million to shareholders for the first quarter dividend declared on May 17, 2023. Dole’s ability to declare and pay dividends is subject to limitations contained in its various debt agreements. As of September 30, 2023, Dole had the ability to make dividend payments of $330.9 million before these limitations would come into effect. See Note 20 “Subsequent Events” for additional detail on dividends declared and paid. Accumulated Other Comprehensive Loss Dole’s accumulated other comprehensive loss primarily consists of unrealized foreign currency translation gains and losses, unrealized derivative gains and losses and pension and postretirement obligation adjustments. A rollforward of the changes in accumulated other comprehensive loss, disaggregated by component, was as follows for the three and nine months ended September 30, 2023 and September 30, 2022 : Changes in Accumulated Other Comprehensive Loss by Component Fair Value of Derivatives Pension & Other Postretirement Benefits Foreign Currency Translation Total (U.S. Dollars in thousands) Balance as of December 31, 2022 $ 40,417 $ (36,938) $ (107,612) $ (104,133) Other comprehensive income attributable to Dole plc before reclassifications, net of income taxes 3,432 — 9,604 13,036 Amounts reclassified from accumulated other comprehensive loss (4,223) — — (4,223) Tax reclassified from accumulated other comprehensive loss (5,591) — — (5,591) Net other comprehensive income (loss) attributable to Dole plc (6,382) — 9,604 3,222 Balance as of March 31, 2023 $ 34,035 $ (36,938) $ (98,008) $ (100,911) Other comprehensive (loss) income attributable to Dole plc before reclassifications, net of income taxes (1,237) — 960 (277) Amounts reclassified from accumulated other comprehensive loss (4,148) — — (4,148) Tax reclassified from accumulated other comprehensive loss 7,723 — — 7,723 Net other comprehensive income attributable to Dole plc 2,338 — 960 3,298 Balance as of June 30, 2023 $ 36,373 $ (36,938) $ (97,048) $ (97,613) Other comprehensive income (loss) attributable to Dole plc before reclassifications, net of income taxes 6,911 — (18,274) (11,363) Amounts reclassified from accumulated other comprehensive loss (5,831) — — (5,831) Tax reclassified from accumulated other comprehensive loss 1,840 — — 1,840 Net other comprehensive income (loss) attributable to Dole plc 2,920 — (18,274) (15,354) Balance as of September 30, 2023 $ 39,293 $ (36,938) $ (115,322) $ (112,967) Changes in Accumulated Other Comprehensive Loss by Component Fair Value of Derivatives Pension & Other Postretirement Benefits Foreign Currency Translation Total (U.S. Dollars in thousands) Balance as of December 31, 2021 $ 8,631 $ (59,822) $ (74,728) $ (125,919) Other comprehensive income (loss) attributable to Dole plc before reclassifications, net of income taxes 25,801 — (5,686) 20,115 Amounts reclassified from accumulated other comprehensive loss (373) — 5,445 5,072 Tax reclassified from accumulated other comprehensive loss (230) — — (230) Net other comprehensive income (loss) attributable to Dole plc 25,198 — (241) 24,957 Balance as of March 31, 2022 $ 33,829 $ (59,822) $ (74,969) $ (100,962) Other comprehensive income (loss) attributable to Dole plc before reclassifications, net of income taxes 12,574 — (38,882) (26,308) Amounts reclassified from accumulated other comprehensive loss (5,798) — — (5,798) Tax reclassified from accumulated other comprehensive loss 2,369 — — 2,369 Net other comprehensive income (loss) attributable to Dole plc 9,145 — (38,882) (29,737) Balance as of June 30, 2022 $ 42,974 $ (59,822) $ (113,851) $ (130,699) Other comprehensive income (loss) attributable to Dole plc before reclassifications, net of income taxes 19,880 — (35,696) (15,816) Amounts reclassified from accumulated other comprehensive loss (9,157) — — (9,157) Tax reclassified from accumulated other comprehensive loss 1,535 — — 1,535 Net other comprehensive income (loss) attributable to Dole plc 12,258 — (35,696) (23,438) Balance as of September 30, 2022 $ 55,232 $ (59,822) $ (149,547) $ (154,137) The following table includes details about (gains) losses reclassified from accumulated other comprehensive loss by component of accumulated other comprehensive loss: (Gains) losses reclassified out of Accumulated Other Comprehensive Loss Three Months Ended Nine Months Ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Affected line item in the Statement of Operations (U.S. Dollars in thousands) Fair Value of Derivatives: Interest rate swap contracts $ (7,794) $ (2,208) $ (21,194) $ (1,190) Interest expense Cash flow hedges 1,963 (6,949) 6,992 (14,138) Cost of sales Foreign currency translation — — — 5,445 Other income, net Total $ (5,831) $ (9,157) $ (14,202) $ (9,883) |