Bunge Global SA (NYSE: BG) cuts share capital after cancelling 12.38M shares

Rhea-AI Filing Summary

Bunge Global SA reported a change to its share capital structure following activity under its share repurchase program. Effective December 16, 2025, the company amended Article 4 of its Articles of Association to reflect a USD 123,826.10 reduction in share capital, from USD 2,208,943.73 to USD 2,085,117.63. This reduction results from the cancellation of 12,382,610 registered shares with a nominal value of $0.01 per share that had been repurchased.

The company also amended Article 4a of its Articles of Association to update the Swiss "capital band" provision so that it aligns with the new, lower share capital amount. Updated Articles of Association reflecting these changes are provided as an exhibit to the report.

0001996862false12/3100019968622025-12-162025-12-19

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

FORM 8-K

___________________________________

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)

___________________________________

BUNGE GLOBAL SA

(Exact name of registrant as specified in its charter)

___________________________________

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
			3.1			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

FAQ

What change did Bunge Global SA (BG) make to its share capital?

Bunge Global SA reduced its share capital by USD 123,826.10, changing it from USD 2,208,943.73 to USD 2,085,117.63, to reflect the cancellation of repurchased shares.

How many Bunge Global SA (BG) shares were cancelled?

The company cancelled 12,382,610 registered shares, each with a nominal value of $0.01 per share, that had been repurchased under its share repurchase program.

Why did Bunge Global SA amend its Articles of Association?

The company amended Article 4 to reflect the reduced share capital after share cancellations and amended Article 4a to update the Swiss "capital band" provision to match the new capital level.

When did Bunge Global SA’s capital reduction become effective?

The reduction in share capital and related amendments to the Articles of Association became effective on December 16, 2025.

Where can investors find the updated Bunge Global SA Articles of Association?

The updated Articles of Association, reflecting the capital reduction and capital band changes, are included as Exhibit 3.1 to the report.

What type of Bunge Global SA shares are listed on the NYSE?

Bunge Global SA has Registered Shares, $0.01 par value per share, listed on the New York Stock Exchange under the trading symbol BG.