Bunge Limited Finance 424B2Prospectus for primary offering

 Filed pursuant to Rule 424(b)(2)
 Registration No. 333-282003 and 333-282003-02​

The date of this prospectus supplement is September 10, 2024.

The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to, any retail investor in the European Economic Area (“EEA”). For these purposes, a “retail investor” means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (as amended, the “Prospectus Regulation”). Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation. This prospectus supplement has been prepared on the basis that any offer of the Notes in any member state of the EEA will be made pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of the Notes. This prospectus supplement is not a prospectus for the purposes of the Prospectus Regulation.

The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom (“UK”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No. 2017/565 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (as amended, the “FSMA”) and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No. 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA (the “UK Prospectus Regulation”). Consequently, no key information document required by Regulation (EU) No. 1286/2014 as it forms part of UK domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation. This prospectus supplement has been prepared on the basis that any offer of the Notes in the UK will be made pursuant to an exemption under the FSMA and the UK Prospectus Regulation from the requirement to publish a prospectus for offers of the Notes. This prospectus supplement is not a prospectus for the purposes of the FSMA and the UK Prospectus Regulation.

Unless the context otherwise requires, references to “Bunge,” “we,” “us” or “our” refer collectively to Bunge Global SA and its consolidated subsidiaries.

This prospectus supplement and the accompanying prospectus relate to part of a registration statement that we filed with the SEC using a shelf registration process. Both this prospectus supplement and the accompanying prospectus include or incorporate by reference important information about us and other information you should know before investing in the Notes. You should read both this prospectus supplement and the accompanying prospectus as well as additional information described under “Where You Can Find More Information” in the accompanying prospectus before making an investment decision.

The distribution of this prospectus supplement and the accompanying prospectus may be restricted by law in certain jurisdictions. You should inform yourself about and observe any of these restrictions. This prospectus supplement and the accompanying prospectus do not constitute, and may not be used in connection with, an offer or solicitation by anyone in any jurisdiction in which the offer or solicitation is not authorized, or in which the person making the offer or solicitation is not qualified to do so, or to any person to whom it is unlawful to make the offer or solicitation.

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward looking statements to encourage companies to provide prospective information to investors. This prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein or therein include forward looking statements that reflect our current expectations and projections about our future results, performance, prospects and opportunities. Forward looking statements include all statements that are not historical in nature. We have tried to identify these forward looking statements by using words including “may,” “will,” “should,” “could,” “expect,” “anticipate,” “believe,” “plan,” “intend,” “estimate,” “continue” and similar expressions. These forward looking statements are subject to a number of risks, uncertainties, assumptions and other factors that could cause our actual results, performance, prospects or opportunities to differ materially from those expressed in, or implied by, these forward looking statements. The following factors, among others, could cause actual results to differ from these forward looking statements:

the impact on our employees, operations, and facilities from the war in Ukraine and the resulting economic and other sanctions imposed on Russia, including the impact on us resulting from the continuation and/or escalation of the war and sanctions against Russia;

the effect of weather conditions and the impact of crop and animal disease on our business;

the impact of global and regional economic, agricultural, financial and commodities market, political, social and health conditions;

changes in government policies and laws affecting our business, including agricultural and trade policies, financial markets regulation and environmental, tax and biofuels regulation;

the impact of seasonality;

the impact of government policies and regulations;

the outcome of pending regulatory and legal proceedings;

our ability to complete, integrate and benefit from acquisitions, divestitures, joint ventures and strategic alliances, including without limitation, Bunge’s pending business combination with Viterra;

the impact of industry conditions, including fluctuations in supply, demand and prices for agricultural commodities and other raw materials and products that we sell and use in our business, fluctuations in energy and freight costs and competitive developments in our industries;

the effectiveness of our capital allocation plans, funding needs and financing sources;

the effectiveness of our risk management strategies;

operational risks, including industrial accidents, natural disasters, pandemics or epidemics and cybersecurity incidents;

changes in foreign exchange policy or rates;

the impact of our dependence on third parties;

our ability to attract and retain executive management and key personnel; and

other factors affecting our business generally.

In light of these risks, uncertainties and assumptions, you should not place undue reliance on any forward looking statements contained in this prospectus supplement, the accompanying prospectus, any other offering material or in any document incorporated by reference herein or therein. Additional risks that we may currently deem immaterial or that are not presently known to us could also cause the forward looking events discussed in this prospectus supplement, the accompanying prospectus, any other offering material or any document incorporated by reference herein or therein not to occur. Except as otherwise required by federal securities laws, we undertake no obligation to publicly update or revise any forward looking statements, whether as a result of new information, future events, changed circumstances or any other reason after the date of this prospectus supplement.

The Acquisition is subject to a number of conditions to Closing as specified in the Business Combination Agreement, including, (i) any applicable waiting period (or extension thereof) under the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended (the “HSR Act”), relating to the transaction shall have expired or been terminated, (ii) all required consents, clearances, authorizations and approvals pursuant to antitrust laws, foreign investments laws, and other laws, as applicable, having been obtained, (iii) all required regulatory clearances, authorizations and approvals having been obtained, (iv) no law, order, injunction or decree will be in effect that prevents, makes illegal or prohibits the Acquisition, and (v) the increase in Bunge’s share capital to effect the issuance of the Share Consideration and the related amendments to Bunge’s governing documents in connection therewith has been registered with the competent cantonal commercial register in Switzerland. No assurance can be given that the required approvals will be obtained or that the required conditions to Closing will be satisfied, and, if all required consents and approvals are obtained and the conditions are satisfied, no assurance can be given as to the terms, conditions and timing of the consents and approvals. Any delay in completing the Acquisition could cause the combined company not to realize, or to be delayed in realizing, some or all of the benefits that Bunge expects to achieve if the Acquisition is successfully completed within its expected time frame.

Either Bunge or Viterra may terminate the Business Combination Agreement under certain circumstances, including, among other reasons, if the Acquisition is not consummated by June 13, 2024, which may automatically be extended up to two times, each for a period of three months, due to failure to obtain certain regulatory clearances, as a result, such date was automatically extended to September 13, 2024, and may be automatically extended one more time in accordance with the terms of the Business Combination Agreement. Each of the Sellers, acting collectively, on the one hand, and Bunge, on the other hand, may further extend the termination date up to two additional times, each for a period of three months, due to failure to obtain these regulatory clearances. If the Business Combination Agreement is terminated in connection with certain circumstances relating to the failure to obtain certain antitrust and competition clearances that are conditions to Closing, Bunge would be obligated to pay to Viterra a fee of $400 million in the aggregate.

If the Acquisition is not completed for any reason, the ongoing business of Bunge may be adversely affected and, without realizing any of the benefits of having completed the Acquisition, Bunge could be subject to a number of risks, including the following:

Bunge may experience negative reactions from the financial markets and from its clients, staff and vendors;

Bunge may be required to pay Viterra or the Sellers, as applicable, a fee of up to approximately $400 million if the Acquisition is not consummated;

Bunge will be required to pay certain transaction expenses and other costs relating to the Acquisition, whether or not the Acquisition is completed;

matters relating to the Acquisition (including integration planning) will require substantial commitments of time and resources by Bunge’s management, which would otherwise have been devoted to day-to-day operations and other opportunities that may have been beneficial to Bunge as an independent company.

There can be no assurance that the risks described above will not materialize. If any of those risks materialize, they may materially and adversely affect our businesses, financial condition and financial results.

Uncertainty about the effect of the Acquisition on Bunge’s and Viterra’s employees, may have an adverse effect on each of Bunge and Viterra separately and consequently the combined business. This uncertainty may impair Bunge’s and Viterra’s ability to attract, retain and motivate key personnel until the Acquisition is completed. Employee retention may be particularly challenging during the pendency of the Acquisition, as Bunge’s and Viterra’s employees may experience uncertainty about their future roles with the combined business. Furthermore, if Bunge’s or Viterra’s key employees depart or are at risk of departing, including because of issues relating to the uncertainty and difficulty of integration, financial security or a desire not to become team members of the combined business, Bunge may have to incur significant costs in retaining such individuals or in identifying, hiring and retaining replacements for departing employees, and its ability to realize the anticipated benefits of the Acquisition may be adversely affected.

Shareholder lawsuits are often brought against companies that have entered into transactions like the Acquisition. Such a shareholder lawsuit was filed against us in connection with the Acquisition, which subsequently has been dismissed, but there is no assurance that there will not be additional shareholder lawsuits brought against us in connection with the Acquisition. Even if the lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on Bunge’s liquidity and financial condition. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting the Closing, then that injunction may delay or prevent the Acquisition from being completed.

As of June 30, 2024, Bunge had approximately $5.0 billion of total debt. Bunge expects to incur a substantial amount of additional debt pursuant to the Acquisition Financing Transactions in connection with the Acquisition. Bunge expects that upon completion of the proposed acquisition of Viterra and the related financing transactions, its total debt will increase to approximately $13.5 billion. In addition, Bunge expects to have capacity to incur significant additional debt to fund its working capital needs and for other corporate purposes. We have secured a total of $8.0 billion in acquisition debt financing in the form of a $7.7 billion financing commitment from a consortium of lenders and a $300 million five-year delayed draw term loan. The commitment is in the form of a three-tranche term loan maturing 364 days, two years and three years from the Closing. We expect to obtain long-term unsecured debt financing in lieu of all or a portion of the commitments provided under the $7.7 billion financing commitment. However, there can be no assurance we will be able to obtain such permanent debt financing or that it will be on acceptable terms, in which case, our debt portfolio may have a shorter maturity profile thus increasing our liquidity and refinancing risk.

Interest rates may rise to levels that are significantly higher than where they are today, thereby increasing our overall cost of capital. In addition, Bunge anticipates that as a result of the debt it expects to incur to

S&P upgraded Bunge’s credit rating to BBB+ on June 13, 2023 and further placed the rating on positive outlook for an upgrade to A-;

Moody’s upgraded Bunge’s credit rating to Baa1 on August 1, 2024 with stable outlook; and

Fitch upgraded Bunge’s credit rating to BBB+ on September 5, 2024 with stable outlook.

A federal withholding tax is levied in Switzerland on the interest payments of certain debt instruments. In such case, the rate would amount to 35% of the gross interest payment to the debtholders. No Swiss withholding tax would be due on interest payments on debt instruments issued by non-Swiss subsidiaries and guaranteed by Bunge so long as the proceeds from the issuance by the non-Swiss subsidiary are not used for financing activities in Switzerland in an amount exceeding the total equity of all non-Swiss subsidiaries of Bunge Group. Any such withholding tax may be fully or partially refundable to qualified debtholders either based on Swiss domestic tax law or based on existing double taxation treaties. Although Bunge intends to guarantee the debt of its subsidiary BLFC, none of the proceeds has been or is expected to be used for financing activities in Switzerland. Consequently, no Swiss withholding tax should be due with respect to such obligations. In the event of the imposition of any such withholding tax, subject to certain exceptions Bunge would be required to gross up the interest payments on the Notes to cover the tax.

Bunge requires significant amounts of capital to operate its business and fund capital expenditures. The expansion of Bunge’s business and pursuit of acquisitions or other business opportunities may require Bunge to make significant investments into its business. In addition, Bunge and BLFC expect to have capacity to incur significant additional debt to fund Bunge’s working capital needs and for other corporate purposes, including opportunities for Bunge and/or BLFC to refinance existing debt.

Each series of Notes is a new issue of securities with no established trading market. BLFC does not intend to apply to list the Notes on any securities exchange or any automated quotation system. Accordingly, there can be no assurance that trading markets for the Notes will ever develop or will be maintained. Further, there can be no assurance as to the liquidity of any markets that may develop for the Notes, your ability to sell your Notes or the prices at which you will be able to sell your Notes. Future trading prices of the Notes will depend on many factors, including prevailing interest rates, our financial condition and results of operations, the then-current ratings assigned to the Notes and the market for similar securities. Any trading markets that develop would be affected by many factors independent of, and in addition to, the foregoing, including:

the time remaining to the maturity of the Notes;

the outstanding amount of the Notes;

the terms related to optional redemption of the Notes; and

the level, direction and volatility of market interest rates generally.

BLFC may not be able to repurchase all of the Notes upon the occurrence of a Special Mandatory Redemption.

As described under “Description of the Notes — Special Mandatory Redemption,” BLFC (or Bunge, on behalf of BLFC) will be required to redeem the Notes if (i) the consummation of the Acquisition does not occur on or before the Special Mandatory Redemption End Date; (ii) BLFC notifies the trustee and the holders of the Notes that Bunge will not pursue the consummation of the Acquisition; or (iii) the Business Combination Agreement has been terminated without the consummation of the Acquisition, in each case, at the Special Mandatory Redemption Price. However, BLFC is not obligated to place the proceeds of the offering of the Notes in escrow prior to the Closing or to provide a security interest in those proceeds, and there are no other restrictions on the use of these proceeds during such time. Accordingly, BLFC will need to

If BLFC redeems the Notes pursuant to the Special Mandatory Redemption provisions, holders of the Notes may not obtain their expected return on such notes and may not be able to reinvest the proceeds from such Special Mandatory Redemption in an investment that results in a comparable return. In addition, as a result of the Special Mandatory Redemption provisions of the Notes, the trading prices of one or more series of the Notes may not reflect the financial results of our business or macroeconomic factors. Holders of the Notes will have no rights under the Special Mandatory Redemption provisions as long as the Acquisition closes, nor will they have any rights to require BLFC to repurchase their Notes if, between the closing of this offering and the Closing of the Acquisition, we experience any changes (including any material changes) in our business or financial condition.

Several of Bunge’s directors and officers are non-residents of the U.S., and a substantial portion of its assets and the assets of those directors and officers are located outside the U.S. As a result, it may be difficult to effect service of process on those persons in the U.S. or to enforce in the U.S. judgments obtained in U.S. courts against Bunge under it guarantee of the Notes or those persons based on civil liability provisions of the U.S. securities laws. It is uncertain whether Swiss courts would enforce judgments of U.S. courts obtained in actions against Bunge or other persons that are predicated upon the civil liability provisions of U.S. federal securities laws or original actions brought against Bunge or other persons predicated upon the U.S. Securities Act of 1933, as amended (the “Securities Act”). The enforceability in Switzerland of a foreign judgment rendered against Bunge or such other persons is subject to the limitations set forth in such international treaties by which Switzerland is bound and the Swiss Federal Private International Law Act. In particular, and without limitation to the foregoing, a judgment rendered by a foreign court may only be enforced in Switzerland if:

such foreign court had jurisdiction,

such judgment has become final and non-appealable,

the court procedures leading to such judgment followed the principles of due process of law, including proper service of process, and

such judgment does not violate Swiss law principles of public policy.

In addition, enforceability of a judgment by a non-Swiss court in Switzerland may be limited if Bunge can demonstrate that it or such other persons were not effectively served with process. BLFC has been advised that the U.S. and Switzerland currently do not have a treaty providing for the reciprocal recognition and enforcement of judgments in civil and commercial matters, including tax matters. Some remedies available under the laws of U.S. jurisdictions, including some remedies available under the U.S. federal securities laws, would not be allowed in Swiss courts as they are contrary to Switzerland’s public policy.

We estimate that we will receive net proceeds of approximately $1.98 billion from the offering of the Notes, after deducting the underwriting discount and the estimated offering expenses payable by us.

We intend to use the net proceeds from the offering to fund a portion of the Cash Consideration for the Acquisition and to repay a portion of certain Viterra debt to be assumed in connection with the Acquisition, including, in each case, related fees and expenses, and, with any remaining amounts, for general corporate purposes.

The completion of this offering is not contingent on the Closing. However, if the Special Mandatory Redemption occurs, we will redeem the Notes in whole at the Special Mandatory Redemption Price. See “Description of the Notes — Special Mandatory Redemption.” However, BLFC is not obligated to place the proceeds of the offering of the Notes in escrow prior to the Closing or to provide a security interest in those proceeds, and there are no other restrictions on the use of these proceeds during such time.

Certain of the underwriters and their affiliates have provided in the past to us and our affiliates and may provide from time to time in the future certain commercial banking, financial advisory, investment banking and other services for us and such affiliates in the ordinary course of their business, for which they have received and may continue to receive customary fees and commissions. Affiliates of certain of the underwriters are lenders under Bunge’s credit facilities. Accordingly, to the extent we use a portion of the net proceeds from this offering to repay outstanding Viterra debt owed to an affiliate of the underwriters, or to repay outstanding borrowings under our credit facilities and credit agreements, certain of the underwriters and/or their affiliates that are lenders under such agreements may receive more than 5% of the net proceeds of this offering (not including underwriting discounts and commissions). Accordingly, one or more of the underwriters or their affiliates may receive more than 5% of the net proceeds of the offering, not including underwriting compensation, and therefore the offering will be conducted in accordance with FINRA Rule 5121. See “Underwriting — Conflicts of Interest.”

The following table sets forth:

The Notes will:

each be issued as separate series and will constitute debt securities under the Indenture, and will be initially limited (subject in each case to the rights of BLFC to create and issue additional notes as described under “— Further Issuances”) to an aggregate principal amount of:

mature on January 7, 2028 for the 2028 Notes, on September 17, 2029 for the 2029 Notes and on September 17, 2034 for the 2034 Notes;

not be convertible into any other security or have the benefit of any sinking fund;

rank equally in right of payment with all other existing and future unsecured and unsubordinated indebtedness of BLFC;

be fully, unconditionally and irrevocably guaranteed by Bunge, which Guarantee will rank equally in right of payment with all other existing and future unsecured and unsubordinated indebtedness and obligations of Bunge;

be issued in minimum denominations of $2,000 and integral multiples of $1,000; and

be represented by one or more registered notes in global form, but in certain limited circumstances may be represented by notes in definitive form. See “— Book-Entry, Delivery and Form.”

Interest on the Notes will:

accrue at a rate of 4.100% per annum for the 2028 Notes, at a rate of 4.200% per annum for the 2029 Notes and at a rate of 4.650% per annum for the 2034 Notes;

accrue from the date of issuance or the most recent interest payment date;

be payable for the 2028 Notes in cash semi-annually in arrears on January 7 and July 7 of each year, commencing on January 7, 2025, and be payable for the 2029 Notes and the 2034 Notes in cash semi-annually in arrears on March 17 and September 17 of each year, commencing on March 17, 2025;

be computed on the basis of a 360-day year comprised of twelve 30-day months.

In the case of a partial redemption, selection of a series of notes for redemption will be made pro rata, by lot or by such other method as the trustee in its sole discretion deems appropriate and fair. No notes of a series of a principal amount of $2,000 or less will be redeemed in part. If any note of a series is to be redeemed in part only, the notice of redemption that relates to such note will state the portion of the principal amount of the note to be redeemed. A new note of the applicable series, in a principal amount equal to the unredeemed portion of the note, will be issued in the name of the holder of the note upon surrender for cancellation of the original note. For so long as the notes are held by DTC (or another depositary), the redemption of the notes shall be done in accordance with the policies and procedures of the depositary. Unless BLFC defaults in payment of the redemption price on and after the redemption date interest will cease to accrue on the notes on portions thereof called for redemption.

If (i) the consummation of the Acquisition does not occur on or before the later of (x) June 20, 2025 and (y) the date that is five business days after any later date to which the parties of the Business Combination Agreement may agree to extend the “Outside Date” in the Business Combination Agreement (the “Special Mandatory Redemption End Date”); (ii) BLFC notifies the trustee and the holders of the Notes that Bunge will not pursue the consummation of the Acquisition; or (iii) the Business Combination Agreement has been terminated without the consummation of the Acquisition (each of (i), (ii) and (iii), a “Special Mandatory Redemption Trigger”), BLFC shall be obligated to redeem all of the Notes in each series at a redemption price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date (the “Special Mandatory Redemption Price”). BLFC is not

the price that BLFC must pay for the Notes it is obligated to purchase;

the name and address of the trustee;

that any Notes not properly tendered will remain outstanding and continue to accrue interest;

that unless BLFC defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;

the procedures by which a holder may withdraw such a tender after it is given.

On the Change of Control Payment Date, BLFC will be obligated, to the extent lawful, to:

accept for payment Notes of each series or portions of Notes properly tendered (subject to minimum denomination requirements);

deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and

deliver or cause to be delivered to the trustee the Notes properly accepted together with an officers’ certificate stating the aggregate principal amount of Notes or portions of Notes being purchased.

engaging in any business or entering into, or being a party to, any transaction or agreement except for:

The Indenture will provide that Bunge will not, and will not permit any Restricted Subsidiary to, create, assume, incur or suffer to exist any Lien, other than Permitted Liens, upon any Restricted Property or upon any shares of stock or Indebtedness of any Restricted Subsidiary, to secure any Indebtedness incurred or guaranteed by Bunge or any Restricted Subsidiary (other than the Notes), unless all of the outstanding Notes and the Guarantee are secured equally and ratably with, or prior to, such Indebtedness so long as such Indebtedness shall be so secured.

The Indenture will provide that Bunge will not, and will not permit any Restricted Subsidiary to, engage in the sale or transfer by it of any Restricted Property to a person (other than Bunge or a Restricted Subsidiary) and the taking back by Bunge or any Restricted Subsidiary, as the case may be, of a lease of such Restricted Property (a “sale-leaseback transaction”), unless:

Notwithstanding the foregoing restrictions on Liens (other than a Permitted Lien) and sale-leaseback transactions, the Indenture will provide that Bunge may, and may permit any Restricted Subsidiary to, create, assume, incur or suffer to exist any Lien (other than a Permitted Lien) upon any Restricted Property or the shares of stock or Indebtedness of any Restricted Subsidiary to secure Indebtedness incurred or guaranteed by Bunge or any Restricted Subsidiary (other than the Notes) or effect any sale-leaseback transaction of a Restricted Property that is not excepted by clauses (1) through (5), inclusive, of the first paragraph under “— Restriction on Sale-Leasebacks,” without equally and ratably securing the Notes or the Guarantee; provided that, after giving effect thereto, the aggregate principal amount of outstanding Indebtedness (other than the Notes) secured by such Liens (other than Permitted Liens) upon Restricted Property and the shares of stock or Indebtedness of any Restricted Subsidiary plus the Attributable Indebtedness from sale-leaseback transactions of Restricted Property not so excepted do not exceed 20% of its Consolidated Net Tangible Assets.

In summary, and for the avoidance of doubt, BLFC is prohibited from creating, assuming, incurring or suffering to exist any Lien, except for Company Permitted Liens, upon any Property whatsoever. Otherwise, only Bunge and Restricted Subsidiaries are subject to any restrictions on Liens and sale-leaseback transactions.

The Indenture will provide that Bunge may consolidate with or merge or amalgamate with or into, engage in a series of transactions to redomesticate into a new jurisdiction, or sell, lease or convey all or substantially all of its assets to, another person only if:

If Bunge engages in one of the transactions described above and complies with the conditions listed above, the successor will be substituted for Bunge for the purposes of the Indenture with the same effect as if it and not Bunge had been an original party to the Indenture. Thereafter, the successor may exercise the rights and powers of Bunge under the Indenture. However, in the case of a lease of all or substantially all its assets, Bunge will not be released from the obligation to pay the principal of, premium, if any, and interest on the Notes (including additional amounts).

In the event that Bunge consolidates with or merges or amalgamates with or into, engages in a series of transaction to redomesticate into a new jurisdiction, or sells, leases or conveys all or substantially all of its assets to, another person and the successor is not a person organized under the laws of United States, any state thereof or the District of Columbia, Bunge and the successor or continuing or redomesticated company will, as a condition to such consolidation, merger, amalgamation or sale, lease or conveyance of assets, comply with the following additional requirements:

enter into a supplemental indenture with the trustee providing for full, unconditional and irrevocable indemnification of the holders and beneficial owners of the Notes and the trustee against any tax or duty (including, for the avoidance of doubt, any withholding tax) of whatever nature (other than any tax imposed by reason of the holder having a connection to any such jurisdiction other than as a holder of a Note) which is incurred or otherwise suffered by the trustee or such holders or beneficial

deliver to the trustee, for the benefit of the holders of the Notes, legal opinions of independent legal counsel of recognized standing in New York and the jurisdiction under whose laws the successor or continuing or redomesticated company is organized, to the effect that the obligations of the successor with respect to the Indenture or the Guarantee, as applicable, are legal, valid, binding and enforceable in accordance with their terms.

In addition, the Indenture will provide that Bunge will not permit any Subsidiary to consolidate with or merge or amalgamate with or into, or sell, lease or convey all or substantially all of its assets to, any person unless:

such transaction is a merger or amalgamation of a Subsidiary into, or a consolidation of a Subsidiary with, Bunge (so long as Bunge is the surviving or continuing entity) or another Subsidiary or the sale, lease or conveyance by a Subsidiary of all or substantially all of its property to Bunge or another Subsidiary; or

Notwithstanding the foregoing sentence, BLFC may not be party to, or the subject of, any consolidation, merger, amalgamation or sale of assets.

BLFC will covenant to deliver to the trustee, within 15 days after we are required to file the same with the SEC, copies of the annual reports and of the information, documents, and other reports which we may be required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. In addition, BLFC agrees that, for so long as any notes of a series remain outstanding, at any time they are not required to file the reports required by the preceding paragraphs with the SEC, they will furnish to the holders of the notes of such series and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Each of the following will be an event of default under the Indenture:

If an event of default (other than an event of default described in clause (5) above) occurs and is continuing, the trustee by written notice to BLFC, or the holders of at least 25% in principal amount of the outstanding Notes by written notice to BLFC and the trustee, may, and the trustee at the request of such holders shall, declare the principal of, premium, if any, and accrued and unpaid interest, if any, on all the Notes to be due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest will be due and payable immediately. If an event of default described in clause (5) above occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Notes will become and be immediately due and payable without any declaration or other act on the part of the trustee or any holders. The holders of a majority in aggregate principal amount of the outstanding Notes under the Indenture may waive all past defaults (except with respect to nonpayment of principal, premium or interest) and rescind any such acceleration with respect to the Notes and the consequences if rescission would not conflict with any judgment or decree of a court of competent jurisdiction and all existing events of default, other than the nonpayment of the principal of, premium, if any, and interest on the Notes that have become due solely by such declaration of acceleration, have been cured or waived.

Subject to the provisions of the Indenture relating to the duties of the trustee, if an event of default occurs and is continuing, the trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the holders unless such holders have offered to the trustee indemnity or security reasonably satisfactory to it against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium, if any, or interest when due, no holder of a Note of any series may pursue any remedy with respect to the Indenture or the Notes of such series unless:

such holder has previously given the trustee written notice of a continuing event of default under the Indenture;

holders of at least 25% in aggregate principal amount of the then outstanding Notes of such series have requested in writing that the trustee pursue the remedy;

such holders have offered, and, if requested, provide to the trustee security or indemnity reasonably satisfactory to it against any loss, liability or expense;

the trustee has not complied with such request within 60 days after the receipt of the request and the offer, and, if requested, the provision of security or indemnity; and

during such 60-day period the holders of a majority in aggregate principal amount of the then outstanding Notes of a series do not give the trustee a direction inconsistent with the request.

Subject to certain restrictions, the holders of a majority in principal amount of the outstanding Notes of any series are given the right to, in writing, direct the time, method and place of conducting any proceeding for exercising any remedy available to the trustee or exercising any trust or power conferred on the trustee. The trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the trustee determines may be unduly prejudicial to the rights of any other holder or that would involve the trustee in personal liability.

The Indenture provides that if a default occurs and is continuing and is actually known to the trustee, the trustee must send to each holder notice of the default or event of default within 90 days after it occurs. Except in the case of a default or event of default in the payment of principal of, premium, if any, or interest on any Note, the trustee may withhold notice if and so long as a committee of its Responsible Officers in good faith determines that withholding notice is in the interests of the holders. In addition, BLFC and Bunge

The holders of a majority in aggregate principal amount of the Notes of any series then outstanding (including consents obtained in connection with the purchase of, or tender of or exchange offer for, such Notes) by notice to the trustee may on behalf of the holders of all of the Notes waive any existing default or event of default and its consequences under the Indenture except a continuing default or event of default in the payment of premium or interest on, or the principal of, the Notes (including in connection with an offer to purchase); provided, however, that the holders of a majority in aggregate principal amount of the then outstanding Notes of any series may rescind an acceleration of such Notes and its consequences, including any related payment default that resulted from such acceleration. Upon any such waiver, such default or event of default shall cease to exist, and any event of default arising therefrom shall be deemed to have been cured for every purpose of the Indenture, but no such waiver shall extend to any subsequent or other default or event of default or impair any right consequent thereon.

Without the consent of any holder, BLFC, Bunge and the trustee may modify or amend the Indenture to:

“Change of Control Triggering Event” means the occurrence of a Change of Control that results in a Below Investment Grade Rating Event.

“Company Permitted Lien” means:

“Consolidated Net Tangible Assets” means, at any date of determination, the total amount of assets of Bunge and its consolidated subsidiaries after deducting therefrom:

“Fitch” means Fitch Ratings Limited.

“Hedge Agreements” means all swaps, caps or collar agreements or similar arrangements dealing with interest rates or currency exchange rates or the exchange of nominal interest obligations, either generally or under specific contingencies.

“Indebtedness” means, as to any person, without duplication:

“Lien” means any mortgage, lien, security interest, pledge, charge or other encumbrance.

“Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating agency business.

“Permitted Liens” means:

“Restricted Subsidiary” means any Material Subsidiary.

“U.S. GAAP” means generally accepted accounting principles in the United States, as in effect on the date the Indenture is entered into.

BLFC will issue the Notes in the form of one or more permanent global securities. The global securities will be deposited with, or on behalf of, the Depositary and issued to and registered in the name of the Depositary or its nominee. Except as set forth below, the global securities may be transferred, in whole and not in part, only to the Depositary or another nominee of the Depositary. Investors may hold their beneficial interests in the global securities directly through the Depositary if they have an account with the Depositary or indirectly through organizations which have accounts with the Depositary.

The Depositary has advised BLFC that it is a limited-purpose trust company organized under the laws of the State of New York, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. The Depositary was created to hold securities of institutions that have accounts with the Depositary (“participants”) and to facilitate the clearance and settlement of securities transactions among its participants in such securities through electronic book-entry changes in accounts of the participants, thereby eliminating the need for physical movement of securities certificates. The

If:

At the present time, a Swiss resident company is subject to corporate income tax at federal, cantonal, and communal levels on its worldwide income. However, qualifying net dividend income and net capital gains on the sale of qualifying investments in subsidiaries are effectively exempt from federal, cantonal, and communal corporate income tax. Consequently, Bunge expects dividends from its subsidiaries and capital gains from sales of investments in its subsidiaries to be exempt from Swiss corporate income tax.

Swiss issuance stamp tax is a federal tax levied on the issuance of shares and increases in or contributions to the equity of Swiss corporations. The applicable tax rate is 1% of the contribution value of the assets contributed to equity. Exemptions are available in tax neutral restructuring transactions. As a result, any future issuance of shares by Bunge or any other increase in its equity may be subject to the issuance stamp tax unless the equity is increased in the context of a merger or other qualifying restructuring transaction.

The transfer of taxable Swiss and foreign securities (e.g., shares) in which a Swiss bank or other Swiss securities dealers (as defined in the Swiss Federal Stamp Tax Act) participate as contracting parties or as intermediaries is typically subject to Swiss transfer tax at the rate of 0.15% (for securities issued by a resident of Switzerland) and 0.3% (for securities issued by a resident of a foreign country). However, the transfer of taxable securities within qualifying restructuring transactions is exempt from transfer stamp tax.

A federal withholding tax is levied on the interest payments of certain debt instruments. The statutory rate is 35% of the gross interest payment to debtholders. No Swiss withholding tax would be due on interest payments on debt instruments issued by non-Swiss subsidiaries of Bunge, provided the Bunge does not guarantee the debt instruments, or if such a guarantee is provided, the proceeds from the issuance by the non-Swiss subsidiary are not used for financing activities in Switzerland in an amount exceeding the total equity of all non-Swiss subsidiaries of the Bunge Group. Any such withholding tax may be fully or partially refundable to qualified debtholders either based on Swiss domestic tax law or based on existing double taxation treaties.

The following discussion is a summary of the material U.S. federal income tax consequences of the purchase, ownership and disposition of the Notes by beneficial owners that purchase the Notes at the initial issue price in the offering of the Notes (which will equal the first price at which a substantial amount of the Notes is sold to the public), and hold the Notes as capital assets (generally, property held for investment purposes). This summary is based on the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), the Treasury regulations promulgated thereunder and administrative and judicial interpretations thereof, all as in effect as of the date hereof, and all of which are subject to change (possibly on a retroactive basis) and different interpretations. This summary is intended for general information purposes only, and does not purport to be a complete analysis of all of the potential U.S. federal income tax considerations that may be relevant to the particular circumstances of investors, or to investors that are subject to special U.S. federal income tax rules (such as dealers in securities and other taxpayers that hold Notes other than as capital assets for U.S. federal income tax purposes, insurance companies, real estate investment trusts, regulated investment companies, banks or financial institutions, partnerships and other pass-through or hybrid entities, U.S. expatriates, tax-exempt organizations, United States Holders (as defined below) whose functional currency is not the U.S. dollar, persons subject to the alternative minimum tax and persons who hold the Notes as part of a conduit, hedge, straddle, conversion or other integrated transaction). Furthermore, this

In the case of a Non-U.S. Holder of Notes described in the first bullet point above, any gain realized upon a sale or other taxable disposition of the Notes held by such Non-U.S. Holder will be subject to U.S. federal income tax at a statutory rate of 30% (or, if applicable, a lower treaty rate) which gain may be offset by certain losses. In the case of a Non-U.S. Holder of Notes described in the second bullet point above, any gain realized upon a sale or other taxable disposition of the Notes held by such Non-U.S. Holder will be subject to U.S. federal income tax on a net-income basis at the regular graduated tax rates applicable to United States Holders. In addition, a Non-U.S. Holder of Notes described in the second bullet point above that is a corporation also may be subject to an additional “branch profits tax” at a 30% rate (or, if applicable, a lower treaty rate).

Under current U.S. federal income tax law, backup withholding at specified rates (currently 24%) and information reporting requirements apply to certain payments of principal and interest made to, and to the proceeds of sale before maturity by, certain owners of Notes. In the case of a United States Holder that is not an exempt recipient, information reporting requirements generally will apply to payments of principal or interest on a Note. Backup withholding will apply to such a United States Holder if:

the United States Holder fails to furnish its Taxpayer Identification Number (“TIN”) (which, for an individual, is his or her Social Security Number) to the payor in the manner required;

Backup withholding and information reporting do not apply with respect to payments made to certain exempt recipients. United States Holders should consult their tax advisors regarding their qualification for exemption from backup withholding and information reporting, and the procedure for obtaining such an exemption, if available.

Information reports generally must be made annually to the IRS and to each Non-U.S. Holder for the amount of interest paid on a Note and the amount of tax withheld with respect to those payments. Copies of the information returns reporting those interest payments and withholding also may be made available to the tax authorities in the country in which the Non-U.S. Holder resides under the provisions of an applicable income tax treaty. In the case of a Non-U.S. Holder, backup withholding will not apply to payments of principal or interest on a Note if the certification requirements described under “— Non-U.S. Holders — Payments of Stated Interest” above are satisfied and the payor does not have actual knowledge or reason to know that the Non-U.S. Holder is actually a United States person or the Non-U.S. Holder has otherwise established an exemption. Backup withholding and information reporting may apply to the proceeds of the sale of a Note within the United States or conducted through certain U.S. related financial intermediaries unless the requirements in the immediately preceding sentence are satisfied. Non-U.S. Holders of Notes should consult their tax advisors regarding the application of information reporting and backup withholding in their particular situations, the availability of an exemption therefrom, and the procedure for obtaining such an exemption, if available.

The underwriters initially propose to offer each series of the Notes to the public at the public offering prices that appear on the cover page of this prospectus supplement. The underwriters may offer the Notes to selected dealers at the public offering price minus a concession of up to 0.25%, 0.35% and 0.40% of the principal amount of the 2028 Notes, the 2029 Notes and the 2034 Notes, respectively. In addition, the underwriters may allow, and those selected dealers may re-allow, a concession of up to 0.20%, 0.25% and 0.25% of the principal amount of the 2028 Notes, the 2029 Notes and the 2034 Notes, respectively, to certain other dealers. After the initial offering, the underwriters may from time to time change the public offering price and any other selling terms. The underwriters may offer and sell the Notes through certain of their affiliates. We estimate that our out-of-pocket expenses for the offering of the Notes, other than the underwriting discounts will be approximately $1 million.

The Notes are each a new issue of securities with no established trading market. We do not intend to apply for the Notes to be listed on any securities exchange or to arrange for the Notes to be quoted on any quotation system. One or more of the underwriters have advised us that they intend to make a secondary market for the Notes. However, they are not obligated to do so and may discontinue making a secondary market for the Notes at any time in their sole discretion and without notice. No assurance can be given that a liquid trading market for the Notes will develop for the Notes, that you will be able to sell your Notes at a particular time or that the prices you receive when you sell will be favorable. BLFC and Bunge have agreed to indemnify the underwriters against certain liabilities, including certain liabilities under the Securities Act, or to contribute to payments the underwriters may be required to make in respect of those liabilities.

In connection with this offering of the notes, the underwriters may engage in overallotments, stabilizing transactions and syndicate covering transactions in accordance with Regulation M under the Exchange Act.

Overallotment involves sales in excess of the aggregate principal amount of the notes to be purchased by the underwriters in this offering, which creates a syndicate short position for the underwriters.

Stabilizing transactions involve notes for the purpose of pegging, fixing or maintaining the price of the notes.

Syndicate covering transactions involve purchases of the notes in the open market after the distribution has been completed in order to cover short positions.

Stabilizing transactions and syndicate covering transactions may cause notes to be higher than they would otherwise be in the absence of those transactions. If the underwriters engage in stabilizing or syndicate covering transactions, they may discontinue them at any time.

Certain of the underwriters and their affiliates have provided in the past to us and our affiliates and may provide from time to time in the future certain commercial banking, financial advisory, investment banking and other services for us and such affiliates in the ordinary course of their business, for which they have received and may continue to receive customary fees and commissions. Affiliates of certain of the underwriters are lenders under Bunge’s credit facilities. As described in “Use of Proceeds,” we intend to use the net proceeds from the offering to fund a portion of the purchase price for the Acquisition and the repayment of certain Viterra debt, including, in each case, related fees and expenses, and, with any remaining amounts, for general corporate purposes. We may temporarily repay outstanding borrowings under our credit facilities and credit agreement and invest funds that are not immediately needed for these purposes in short-term investments, including marketable securities. Accordingly, one or more of the underwriters or

This document is for distribution only to, and is directed only at, and any offer, subsequently made may only be directed at, persons who are “qualified investors” ​(as defined in the UK Prospectus Regulation) (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Financial Promotion Order”), and/or (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Financial Promotion Order, and/or (iii) are outside the UK, and/or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). This document is directed only at relevant persons and must not be acted on or relied on in the UK by persons who are not relevant persons. In the UK, any investment or investment activity in the UK to which this document relates is available only to relevant persons and will be engaged in only with relevant persons.

Any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) in connection with the issue or sale of the Notes may only be communicated or caused to be communicated in circumstances in which Section 21(1) of the FSMA does not apply to us. All applicable provisions of the FSMA must be complied with in respect to anything done by any person in relation to the Notes in, from or otherwise involving the UK.

The Notes have not been offered or sold and will not be offered or sold in Hong Kong, by means of any document, other than (i) in circumstances that do not constitute an offer to the public within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32 of the Laws of Hong Kong (the “C(WUMP)O”), (ii) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong (the “SFO”)) and any rules made thereunder, or (iii) in other circumstances that do not result in the document being a “prospectus” within the meaning of

Bunge Global SA may offer from time to time registered shares, par value $0.01 per share (“Registered Shares”).

Bunge Limited Finance Corp. and Bunge Finance Europe B.V. may offer from time to time debt securities, which will be fully, unconditionally and irrevocably guaranteed by Bunge Global SA.

This prospectus provides you with a general description of the Registered Shares of Bunge Global SA and the debt securities of each of Bunge Limited Finance Corp. and Bunge Finance Europe B.V. The Registered Shares of Bunge Global SA and the debt securities of Bunge Limited Finance Corp. and Bunge Finance Europe B.V. are collectively referred to as “offered securities” and each of Bunge Global SA, Bunge Limited Finance Corp. and Bunge Finance Europe B.V. is referred to as a “Registrant,” and collectively as “Registrants,” in this prospectus. The specific terms of the offered securities will be described in a prospectus supplement or other offering material, which may add to or update the information in this prospectus.

The Registered Shares are listed on the New York Stock Exchange (“NYSE”) under the symbol “BG.” On September 6, 2024, the last reported sale price of the Registered Shares on the NYSE was $98.44 per Registered Share. None of the other offered securities are currently listed on a national securities exchange.

You should read this prospectus and the applicable prospectus supplement or other offering material carefully before you invest in the offered securities. We will not use this prospectus to confirm sales of any offered securities unless it is attached to a prospectus supplement.

The offered securities may be offered in amounts, at prices and on terms determined by market conditions at the time of the relevant offering. The Registrant may sell the offered securities through agents, underwriters or dealers that it selects. If the Registrant uses agents, underwriters or dealers to sell the offered securities, it will name them and describe their compensation in a prospectus supplement or other offering material.

the effect of weather conditions and the impact of crop and animal disease on our business;

the impact of global and regional economic, agricultural, financial and commodities market, political, social and health conditions;

changes in government policies and laws affecting our business, including agricultural and trade policies, financial markets regulation and environmental, tax and biofuels regulation;

the impact of seasonality;

the impact of government policies and regulations;

the outcome of pending regulatory and legal proceedings;

our ability to complete, integrate and benefit from acquisitions, divestitures, joint ventures and strategic alliances, including without limitation Bunge’s pending business combination with Viterra Limited (“Viterra”);

the impact of industry conditions, including fluctuations in supply, demand and prices for agricultural commodities and other raw materials and products that we sell and use in our business, fluctuations in energy and freight costs and competitive developments in our industries;

the effectiveness of our capital allocation plans, funding needs and financing sources;

the effectiveness of our risk management strategies;

operational risks, including industrial accidents, natural disasters, pandemics or epidemics and cybersecurity incidents;

changes in foreign exchange policy or rates;

the impact of our dependence on third parties;

In light of these risks, uncertainties and assumptions, you should not place undue reliance on any forward looking statements contained in this prospectus, any prospectus supplement, any other offering material or in any document incorporated by reference herein or therein. Additional risks that we may currently deem immaterial or that are not presently known to us could also cause the forward looking events discussed in this prospectus, any accompanying prospectus supplement, any other offering material or any document incorporated by reference herein or therein not to occur. Except as otherwise required by federal securities laws, we undertake no obligation to publicly update or revise any forward looking statements, whether as a result of new information, future events, changed circumstances or any other reason after the date of this prospectus.

This prospectus is part of a registration statement that Bunge Global SA, Bunge Limited Finance Corp. and Bunge Finance Europe B.V. have filed with the SEC using a “shelf” registration process. Under this shelf registration process, Bunge Global SA may, from time to time, sell the Registered Shares described in the prospectus, in one or more offerings, and Bunge Limited Finance Corp. or Bunge Finance Europe B.V. may, from time to time, separately or jointly, sell debt securities guaranteed by Bunge Global SA as described in the prospectus, in one or more offerings. This prospectus provides you with a general description of the securities the Registrants may offer. Each time a Registrant sells offered securities, it may provide a prospectus supplement, or more than one prospectus supplement, that will contain specific information about the terms of the offered securities. Each prospectus supplement may also add to, update or change the information contained or incorporated by reference in this prospectus. To the extent that any statement a Registrant makes in a prospectus supplement is inconsistent with statements made in this prospectus, the statements made in this prospectus will be deemed modified or superseded by those made in the prospectus supplement. You should read both this prospectus and any applicable prospectus supplement or other offering material together with the information described under the heading “Where You Can Find More Information.”

We are subject to the informational reporting requirements of the Exchange Act and accordingly, we file annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy and information statements and other information with the SEC.

Neither Bunge Limited Finance Corp. nor Bunge Finance Europe B.V. is required under the Exchange Act to file annual, quarterly and current reports, proxy statements and other information with the SEC. Accordingly, Bunge Limited Finance Corp. and Bunge Finance Europe B.V. do not, and will not, file separate financial statements with the SEC. The financial condition, results of operations and cash flows of Bunge Limited Finance Corp. and Bunge Finance Europe B.V. are consolidated into our financial statements.

You may read any document we file with the SEC, including the documents incorporated by reference into this prospectus, at the SEC’s website at www.sec.gov. In addition, you may access our SEC filings through the SEC’s website at www.sec.gov, and at our website, www.bunge.com. Information contained in or connected to our website is not part of this prospectus.

We are incorporating by reference into this prospectus certain documents we file with the SEC, which means that we can disclose important information to you by referring you to those documents. Any information incorporated by reference is considered part of this prospectus, and information that we

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