UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2025
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to ____________________
Commission file number: 1-3390
SEABOARD CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware
04-2260388
(State or Other Jurisdiction of Incorporation or Organization)
(I.R.S. Employer Identification No.)
9000 West 67th Street, Merriam, Kansas
66202
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s telephone number, including area code (913) 676-8928
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock $1.00 Par Value
SEB
NYSE American
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ⌧ No ◻
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ◻ No ⌧
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧ No ◻
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ⌧ No ◻
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ⌧
Accelerated filer ◻
Non-accelerated filer ◻
Smaller reporting company☐
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. ◻
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
The aggregate market value of the 248,274 shares of Seaboard common stock held by nonaffiliates was $705,914,981 based on the closing price of $2,843.29 per share on June 28, 2025, the end of Seaboard’s most recently completed second fiscal quarter. As of January 31, 2026, the number of shares of common stock outstanding was 957,794.
DOCUMENTS INCORPORATED BY REFERENCE
Part III incorporates information by reference to the registrant’s definitive proxy statement, to be filed with the Securities and Exchange Commission within 120 days after the close of the fiscal year ended December 31, 2025.
YEAR ENDED DECEMBER 31, 2025
TABLE OF CONTENTS
Part I
Page
Item 1
Business
2
Item 1A
Risk Factors
6
Item 1B
Unresolved Staff Comments
14
Item 1C
Cybersecurity
Item 2
Properties
15
Item 3
Legal Proceedings
16
Item 4
Mine Safety Disclosures
Part II
Item 5
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Item 6
[Reserved]
17
Item 7
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A
Quantitative and Qualitative Disclosures About Market Risk
24
Item 8
Financial Statements and Supplementary Data
25
Report of Independent Registered Public Accounting Firm
Consolidated Statements of Comprehensive Income
27
Consolidated Balance Sheets
28
Consolidated Statements of Changes in Equity
29
Consolidated Statements of Cash Flows
30
Notes to Consolidated Financial Statements
31
Item 9
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
57
Item 9A
Controls and Procedures
Item 9B
Other Information
Item 9C
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Part III
Item 10
Directors, Executive Officers and Corporate Governance
Item 11
Executive Compensation
58
Item 12
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13
Certain Relationships and Related Transactions, and Director Independence
Item 14
Principal Accountant Fees and Services
Part IV
Item 15
Exhibits and Financial Statement Schedules
59
Item 16
Form 10-K Summary
61
Signatures
62
PART I
Forward-looking Statements
This report, including information included or incorporated by reference in this report, contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, including with respect to the financial condition, results of operations, plans, objectives, future performance and business of Seaboard Corporation and its subsidiaries (“Seaboard”). Forward-looking statements generally may be identified as statements that are not historical in nature and statements preceded by, followed by or that include the words “believes,” “expects,” “plans,” “may,” “will,” “should,” “could,” “anticipates,” “estimates,” “intends” or similar expressions.
In more specific terms, forward-looking statements include, without limitation:
This list of forward-looking statements is not exclusive. Forward-looking statements are based only on Seaboard’s current beliefs, expectations and assumptions regarding its future financial condition, results of operations, plans, objectives, performance and business. Seaboard undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changes in assumptions or otherwise, except as required by law. Forward-looking statements are not guarantees of future performance or results. They involve risks, uncertainties and assumptions. Actual results may differ materially from those contemplated by the forward-looking statements due to a variety of factors. The information contained in this Form 10-K and in other filings Seaboard makes with the Securities and Exchange Commission (the “SEC”), including without limitation, the information under the items “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Form 10-K, identifies important factors which could cause such differences.
1
Item 1. Business
Company Overview
Seaboard Corporation and its subsidiaries (collectively, “Seaboard”) together comprise a diversified group of companies that operate worldwide in agricultural, energy and ocean transport businesses. Seaboard is primarily engaged in hog production, pork processing and biofuel production in the United States (“U.S.”); commodity trading and grain processing in Africa and South America; cargo shipping services in the U.S., Caribbean and Central and South America; and electric power generation in the Dominican Republic. Seaboard also has an equity method investment in Butterball, LLC (“Butterball”), a producer and processor of turkey products. Seaboard’s diverse operations are relatively decentralized, with each segment having a management team that operates independently of the others.
Seaboard was originally founded in 1918 as a flour brokerage business and was organized as a Delaware corporation in 1946. In its over 100-year history, Seaboard has grown under generations of family leadership and broadened its portfolio of industries. Approximately 74% of the outstanding common stock of Seaboard is collectively owned by Seaboard Flour LLC and SFC Preferred, LLC, which are Delaware limited liability companies. Ellen Bresky, the Chairwoman of Seaboard’s Board of Directors (the “Board”), and other members of the Bresky family, including trusts created for their benefit, own the equity interests of Seaboard Flour LLC and SFC Preferred, LLC.
All of Seaboard’s segments provide essential products or services, including food, energy and transportation. Accordingly, most of Seaboard’s operations are heavily commodity-driven, resulting in high volatility due to market prices and a cyclical nature of financial performance. With operations in over 45 countries, Seaboard is impacted by geopolitical and global economic conditions. Seaboard has continued to invest in its businesses to increase reliability and efficiencies, vertically integrate its operations, innovate and promote sustainability.
Seaboard has six reportable segments: Pork, CT&M, Marine, Liquid Fuels, Power and Turkey. All Other represents primarily a sugar and alcohol production and processing operation in Argentina. See Note 13 to the consolidated financial statements for each segment’s contribution to net sales and operating income (loss), and its respective assets and capital expenditures. Additional information regarding sales and property, plant and equipment located in foreign locations is also included in Note 13 to the consolidated financial statements.
Description of Segments
Pork Segment - Seaboard, through its subsidiary Seaboard Foods LLC (“Seaboard Foods”), is a vertically integrated pork producer. This segment’s operations consist of hog production facilities for internal genetic and commercial breeding, farrowing, nursery and finishing, and a pork processing plant in Oklahoma. Seaboard Foods primarily sells pork products to further processors, foodservice operators, distributors and grocery stores in the U.S. and internationally, with approximately 25% of sales to Mexico, Japan, China and numerous other foreign markets. This segment also sells swine-derived renewable natural gas, produced from its integrated model of hog operations, covered anaerobic digester lagoons and biomethane upgrading facilities at certain of its hog farms in Texas, Oklahoma and Kansas. Environmental credits are generated based on gas production and then sold to third parties. Production tax credits are generated based on the greenhouse gas emissions factor of gas produced. Most sites are still in the early stages of operation, and sales of renewable natural gas and related credits are not material.
Seaboard has a 50% investment in Seaboard Triumph Foods, LLC (“STF”), which operates a pork processing plant in Iowa. Seaboard and Triumph Foods, LLC (“Triumph”), an independent pork processor and partner in this joint venture, supply a portion of the hogs processed at the STF plant. Seaboard also has a 50% investment in Daily’s Premium Meats, LLC (“Daily’s”), which produces and markets raw and pre-cooked bacon, using pork bellies primarily sourced from Seaboard, Triumph and STF, at Daily’s locations in Utah, Montana and Missouri. Seaboard accounts for these investments under the equity method of accounting. Seaboard has marketing agreements with STF, Daily’s and Triumph to market their products and has a margin-sharing arrangement with Triumph that considers the average sales price, standard costs and the mix of products sold from the Seaboard and Triumph plants. Seaboard and Triumph also own a 50% interest in Seaboard de Mexico USA LLC, which operates a ham-boning and processing plant in Mexico.
CT&M Segment - Seaboard’s CT&M segment, which is managed under the name Seaboard Overseas and Trading Group (“SOTG”), is an integrated agricultural commodity trading, processing and logistics company. This segment’s operations include trading offices for sale of grains and oilseeds, milling facilities for processing flour, animal feed and other products including animal-based proteins, and a fleet of chartered and owned vessels that transport the majority of commodities purchased and sold. Seaboard’s CT&M segment also has ownership interests in several non-consolidated affiliates to further its business strategies. Overall, the CT&M segment, including its affiliates, has facilities in 26 countries, primarily in Africa and South America.
Marine Segment - Seaboard, through its subsidiary Seaboard Marine Ltd. and third-party agents, provides dry, refrigerated and other cargo shipping services between the U.S. and 27 countries in the Caribbean and Central and South America. This segment’s primary commercial operations are in Miami, Florida, with strategic operations in The Bahamas, and scheduled port calls are made in Houston, Texas; New Orleans, Louisiana; various domestic ports on the East Coast; and various foreign ports. A network of offices and agents are used to sell freight services, including intermodal transport of import and export cargo by truck or rail to and from various U.S. and foreign ports. This segment’s fleet consists of time chartered and owned vessels, including eight new dual-fueled vessels, primarily fueled by liquefied natural gas. Additionally, this segment owns or leases dry, refrigerated and specialized containers and other related equipment.
Liquid Fuels Segment - Seaboard, through its subsidiary Seaboard Energy, LLC, produces biodiesel at facilities in Oklahoma and Missouri and renewable diesel at a facility in Kansas. Environmental credits, specifically renewable identification numbers (“RINs”) and Low Carbon Fuel Standard (“LCFS”) credits, are generated per federal and California, respectively, government biofuel initiatives. RINs are generated based on gallons produced, and LCFS credits are generated based on the specific carbon-reducing initiatives throughout the production process and the number of gallons sold in California. These credits are then sold to third parties. This segment also generates transferable production tax credits based on the greenhouse gas emissions factor of fuel produced, and Seaboard intends to sell these credits to third parties.
Power Segment - Seaboard, through its subsidiary Transcontinental Capital Corp. (Bermuda) Ltd. (“TCCB”), is an independent power producer generating electricity for the Dominican Republic power grid using its two barges. The two barges are commonly referred to as Estrella Del Mar II (“EDM II”), placed in service in 2012, and Estrella Del Mar III (“EDM III”), which began operations in 2022. During 2025, TCCB entered into an agreement to construct a new power-generating barge, Estrella Del Mar IV (“EDM IV”), which is expected to commence operations in the Dominican Republic in 2028. The newer barges have gas and steam turbines instead of reciprocating engines and are more energy efficient than EDM II. While EDM II remains in operation, Seaboard continues to explore strategic alternatives for this barge, including a sale or relocation. This segment is not directly involved in the transmission or distribution of electricity.
Turkey Segment - Seaboard has a non-controlling 52.5% investment in Butterball, a producer and processor of turkey products. Butterball is a national supplier to retail stores, foodservice outlets and industrial entities and, to a lesser extent, exports products to foreign markets. Seaboard accounts for this investment under the equity method of accounting.
Other Business
Seaboard, through its subsidiary Seaboard Energías Renovables y Alimentos S.R.L. (“SERA”), operates a vertically integrated sugar and alcohol production facility in Argentina. SERA owns nearly 70,000 acres of cultivated land to grow sugarcane and a processing mill with an annual capacity to crush approximately three million metric tons of sugarcane. The facility has an annual production capacity of approximately 250,000 metric tons of sugar if maximizing sugar production and approximately 33 million gallons of alcohol if maximizing alcohol production. Depending on the local market conditions, this facility can produce more sugar and less alcohol, or vice versa.
Customers
Seaboard does not have sales to any one customer equal to 10% or more of its consolidated revenues. The Power segment sells power in the Dominican Republic primarily to government-owned distribution companies. The Turkey segment had two retail customers that collectively represented approximately 28%, 30%, and 27% of its total 2025, 2024, and 2023 sales, respectively.
Competitive Conditions
Seaboard’s Pork segment faces competition from a variety of regional, national and international pork and other protein producers and processors and is based primarily on product quality, customer service and price. According to S&P Global in 2025, Seaboard Foods was ranked number three in hog production in the U.S. based on its sows in production and number four in pork processing in the U.S. based on daily processing capacity, including Triumph’s and STF’s capacity.
Competition in the CT&M segment comes from numerous traders around the world and imported grain-processed products or other local producers in the same industries and geographical regions.
Seaboard’s Marine segment faces competition based on price, reliable sailing frequencies and customer service.
Seaboard’s Liquid Fuels segment faces competition from other biofuel producers that compete primarily based on price.
For Seaboard’s Power segment, the Dominican government sets a cap on the electricity spot market prices and establishes the dispatch order of who sells into the power grid according to a merit list of producers based on energy efficiency. To sell to the power grid, Seaboard competes with producers utilizing various types of fuel and generation technologies,
3
including hydro, solar, wind, natural gas, heavy fuel oil, diesel and coal. Renewable energy producers and producers who have lower variable operating costs may receive dispatch preference from the Dominican government.
Competition in the Turkey segment comes from a variety of regional and national producers and processors within specific product categories and sales channels and is based primarily on brand, product quality, customer service and price.
Seasonal Business
The Turkey segment’s business is seasonal for fresh and frozen whole birds and related products, with the holiday season driving the majority of those sales. Seaboard’s other segments are not seasonally dependent to any material extent.
Research and Development
The majority of Seaboard’s research and development (“R&D”) has historically occurred in the Pork and Liquid Fuels segments. Within hog production operations, R&D activities are primarily directed at improving the genetics, health and feed efficiency of Seaboard’s hogs. The processing plant activities focus on increasing meat quality and manufacturing process improvements. Recently, the Pork segment has invested in R&D related to its renewable biogas recovery facilities. The Liquid Fuels segment’s R&D investments have historically related to biodiesel and renewable diesel plants’ production process improvements.
Raw Materials and Sources of Supply
During 2025, Seaboard raised 94% of the hogs processed at its Oklahoma processing plant, with the remaining hog requirements purchased primarily under a contract with an independent producer.
The CT&M segment sources, transports and markets approximately 15 million metric tons per year of wheat, corn, soybeans, soybean meal and other commodities, generally purchased from farmers, grain elevators and wholesale merchants. Changes in origination sources, weather patterns, planting forecasts and consumption patterns may impact supply and demand and related commodity prices in this segment.
The Marine segment has a fleet of chartered and owned vessels with diverse fuel requirements. Fuel is supplied by a combination of long-term supply and spot-price purchasing agreements.
The Liquid Fuels segment’s biodiesel and renewable diesel are produced from pork fat supplied by the pork processing plants and other animal fats and vegetable oils purchased from many third-party suppliers.
Fuel is a significant raw material for the Power segment. EDM III only operates on natural gas and there is only one supplier of natural gas in the Dominican Republic. The dispatch of EDM II is dependent on the effective sourcing of heavy fuel oil or natural gas at competitive prices. The Power segment has entered into long-term fuel supply agreements to ensure natural gas is available for EDM III’s current operations and EDM IV’s future operations, as this new barge will also only operate on natural gas.
The Turkey segment purchases a significant portion of its grain used in the manufacturing of feed for its turkeys in North Carolina from Seaboard’s partner in Butterball. Also, Butterball purchases poults for its operations from one supplier with multiple locations.
Intellectual Property
Seaboard believes there is recognition of its registered trademarks in the various industries Seaboard serves. While Seaboard considers all of its intellectual and proprietary rights important, Seaboard believes its business as a whole is not materially dependent on any particular patent, trademark, license or other intellectual property right. Some of the more significantly used trademarks are as follows: The Pork segment uses trademarks, including Seaboard Foods®, Prairie Fresh®, Prairie Fresh USA Prime® and Our Farms, Our Commitment®. The CT&M segment uses trademarks, including Mothers Pride® and Zambia’s Pride® in Zambia, GMA® and Top Pain® in Ivory Coast, and GMD® and Jarga® in Senegal. The Marine segment uses trademarks, including Seaboard Marine® and Seaboard Solutions®. The Liquid Fuels segment uses the trademark Seaboard Energy®. The Turkey segment uses trademarks, including Butterball®, Carolina Turkey® and Farm to Family® by Butterball®.
Human Capital Resources
As of December 31, 2025, Seaboard had approximately 14,000 total employees, of whom approximately 52% were in the U.S., 30% were in the Caribbean, Central and South America, and 18% were in Africa. Approximately 42% were in the Pork segment, 23% were in the CT&M segment, 18% were in the Marine segment, 2% were in the Liquid Fuels segment, 2% were in the Power segment, and the remaining 13% were in Seaboard’s other operations and corporate office.
Substantially all of the Pork segment’s hourly employees at its processing plant are covered by a collective bargaining agreement that expires in July 2026. In the CT&M segment, approximately 53% of employees at the mills, primarily in
4
Africa and South America, are subject to collective bargaining agreements with various unions that expire between 2026 and 2027. Seaboard believes it has good relationships with its employees and their representative labor organizations.
Generally, Seaboard’s segments operate independently to implement the human capital strategies that best meet the diverse needs of the workforce, industry, competitive environment and legal requirements of the respective countries in which the segment operates. This often includes developing location-specific employee benefits, policies, programs and practices. Although individual programs and benefits vary by location, all segments align with Seaboard’s core principles that emphasize health and safety, financial wellness, learning and development and global diversity and acceptance.
Seaboard’s employees are critical to operational success, and their health and safety is a top priority. All full-time domestic employees are eligible to receive medical and dental benefits and participate in wellness programs. Almost all employees at foreign locations have either company-subsidized private health coverage or public health coverage as mandated by their local governments. The Pork and Power segments have onsite health clinics at their respective principal locations. Seaboard has various initiatives to protect the safety of its workforce, including training, employing several full-time, dedicated, safety professionals and monitoring safety performance closely.
At times, recruitment and retention can be a challenge for certain Seaboard businesses. In 2025, approximately 26% of the Pork segment’s workforce was dependent upon employment visas. Flexible compensation and benefit strategies are developed by Seaboard’s segments to attract and retain employees and reduce turnover and associated costs. Seaboard provides competitive pay, paid time off, holidays and other benefits depending on location. All domestic employees who have completed at least one year of service are eligible to participate in the company-sponsored 401(k) retirement savings plan. At many of the foreign locations, Seaboard participates in government-required pension funds on behalf of its employees.
Seaboard’s segments also provide on-the-job training and various professional development opportunities. For example, full-time employees with a minimum length of service in the Pork segment are eligible for tuition reimbursement, and the segment has developed a comprehensive training program to promote internal employees to management positions which includes a variety of online training courses, that emphasize business, technology and leadership available to 67% of its employees. In the Marine segment, employees are provided training courses through an online platform, including industry-specific, job-specific and general skills courses, and heavy equipment operators have a formal training program with a certain number of hours that must be met before promotion.
Governmental Regulations
Environmental Matters
Seaboard’s Pork, Liquid Fuels and Turkey segments are subject to numerous federal, state and local laws and regulations relating to the environment, such as treatment of wastewater and air emissions, that require the expenditure of funds in the ordinary course of business. Seaboard’s Marine and CT&M segments’ vessels are subject to environmental regulations related to fuel emissions and have made, or plan to make, changes to their fleet to comply with these requirements. Seaboard’s Power segment must receive permits from local authorities to operate, including environmental licenses, among others, and these permits may be canceled or not renewed. The environmental permits for EDM II and EDM III are effective through October 2026 and August 2029, respectively. These segments do not anticipate making expenditures for environmental licenses and regulation purposes that, in the aggregate, would have a material effect on Seaboard’s financial condition or results of operations.
Other Regulations
As a company with global operations, Seaboard is subject to complex foreign and U.S. laws and regulations, including food safety, labor and immigration laws, trade regulations, tariffs, import and export regulations, foreign exchange regulations and anti-bribery and corruption laws. Seaboard has policies and procedures in place to require compliance with these laws and regulations. To date, Seaboard’s compliance actions and costs relating to these laws, rules and regulations have not resulted in a material effect on Seaboard’s financial condition or results of operations. Governmental regulations are subject to change, and accordingly, Seaboard is unable to assess the possible effect of compliance with future requirements or whether compliance with such regulations will materially impact Seaboard’s business in the future.
Available Information
Access to all of Seaboard’s SEC filings, including its annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports, is available, free of charge, on its website at www.seaboardcorp.com/investors as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. Seaboard does not intend for information contained in its website to be part of this Form 10-K. The SEC also maintains an Internet site at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.
5
Information About Seaboard’s Executive Officers
The following table lists the executive officers of Seaboard and their previous five years of experience. Generally, officers are elected at the Board meeting following the Annual Meeting of Stockholders and hold office until the next such annual meeting or until their respective successors are duly chosen and qualified. There are no arrangements or understandings pursuant to which any executive officer was elected.
Name (Age)
Positions and Offices
Position Held Since
Robert L. Steer (66)
President and Chief Executive Officer
July 2020
David H. Rankin (54)
Executive Vice President, Chief Financial Officer
December 2020
David M. Becker (64)
Executive Vice President, General Counsel
Chad M. Groves (42)
President and Chief Executive Officer, Seaboard Foods LLC
July 2024(a)
Jacob A. Bresky (38)
President and Chief Executive Officer, Seaboard Overseas and Trading Group
January 2023(b)
Edward A. Gonzalez (60)
President and Chief Executive Officer, Seaboard Marine Ltd.
January 2005
Peter P. Ostenfeld-Rosenthal (63)
President and Chief Executive Officer, Seaboard Energy, LLC
April 2024(c)
Item 1A. Risk Factors
Operational Risks
Accordingly, revenues, operating income and cash flows from international operations could fluctuate significantly from year to year.
7
Commodity Risks
These fluctuating market conditions have had and could have a significant impact on Seaboard’s sales, value of commodities held in inventory and operating income.
Industry Risks
8
Pathogens that may cause food contamination are found generally in livestock and in the environment and therefore may be present in Seaboard’s products. These pathogens also can be introduced to Seaboard’s products as a result of improper handling by customers or consumers. Seaboard does not have control over handling procedures once products have been shipped for distribution. If one or more of these risks were to materialize, Seaboard’s brand reputation could be harmed, revenues could decrease, costs of doing business could increase, and Seaboard’s operating results could be adversely affected.
Any of these hazards could result in death or injury to persons, loss of property, environmental damages, delays or rerouting and could have a material adverse effect on Seaboard’s business, financial condition and results of operations.
The inability to acquire and retain the services of such personnel, or increased costs associated with the acquisition and retention of such personnel, could have a material adverse effect on Seaboard’s operations.
9
Organizational Risks
Legal and Regulatory Risks
10
Failure to comply with these laws and regulations and any future changes to them could result in significant consequences to Seaboard, including civil and criminal penalties, liability for damages, negative publicity and the inability to do business in certain locales. In addition, future changes in laws, regulations and standards may result in additional costs or a reduction in revenues.
Specific Pork Segment Risks
11
Specific Commodity Trading and Milling Segment Risks
Specific Marine Segment Risks
Specific Liquid Fuels Segment Risks
12
Specific Power Segment Risks
Specific Turkey Segment Risks
13
Item 1B. Unresolved Staff Comments
None.
Item 1C. Cybersecurity
Cybersecurity Risk Management and Strategy
Seaboard recognizes the importance of maintaining the trust and confidence of its customers, business partners, employees and other stakeholders with the security of its data and information systems. Management is ultimately responsible for identifying, assessing and managing Seaboard’s exposure to cybersecurity risk. Cybersecurity risk management is evaluated at least on an annual basis as a component of Seaboard’s broader enterprise risk assessment. Seaboard’s information security program maintains a team responsible for managing the cybersecurity risk assessment process across all segments (the “Information Security Team”). Seaboard’s Information Security Team further supports management with a quarterly evaluation of changes in risks and vulnerabilities identified in the various segments, distributing internal and external advisory notices, and serving as threat intelligence resources. The Board is involved in the oversight of Seaboard’s enterprise risk assessment.
Seaboard’s information security program includes cybersecurity policies, standards, processes and practices that are based on the recognized framework established by the Center for Internet Security (“CIS”) and other applicable industry standards. This framework and these standards serve as guides and references, and Seaboard adapts them to its specific environment, needs and industries. Seaboard seeks to address cybersecurity risks through a comprehensive, company-wide information security program that is focused on preserving the confidentiality, integrity and availability of the information that Seaboard collects and stores, supporting legal and regulatory compliance and preventing disruptions to business operations. Seaboard’s information security program monitors the systems and networks Seaboard relies upon for threats, breaches, intrusions and potential other weaknesses; assesses the security of company-wide software, applications and systems; responds to cybersecurity incidents; and facilitates training for employees. Also, Seaboard’s information security program addresses risks to the operational technology environment, which is critical for the reliable operation of its plants, power barges and port facilities.
Seaboard maintains a risk-based approach to information security. The Information Security Team routinely performs various reviews and generates reports throughout the year to assess risks, threats and compliance with information security policies, standards and the framework of controls. This Information Security Team partners with each of the segments to identify key areas of cybersecurity risk based on the frameworks and develop action plans tailored to address those risks.
Other cybersecurity risk management measures Seaboard takes include:
As of the date of this report, Seaboard is not aware of any cybersecurity threats that have materially affected or are reasonably likely to materially affect Seaboard’s business strategy, results of operations or financial condition. However, cybersecurity threats and cyber-attacks continue to increase in sophistication and volume. As a result, Seaboard frequently updates its information security plan to address new threats, and Seaboard continues to make investments to protect its information technology infrastructure. Cybersecurity risks that may materially impact Seaboard are discussed in more detail in Item 1A “Risk Factors,” under the heading “Operational Risks,” which should be read in conjunction with this Item 1C.
Cybersecurity Governance
Seaboard acknowledges the importance of effectively managing risks linked to cybersecurity threats. Seaboard’s information security program and the Information Security Team is led and managed by a dedicated Senior Director of Information Security (the “IS Senior Director”). The IS Senior Director, whose experience includes over nine years in information security leadership roles and relevant certifications, brings appropriate expertise to Seaboard’s information security program. The IS Senior Director’s experience and knowledge are crucial to the ongoing development and execution of Seaboard’s information security program.
The IS Senior Director and the Information Security Team communicate guidance, including various alerts to monitor and assess threats, to information security personnel in all segments to ensure consistent execution of cybersecurity risk
management activities. Updates on segment-level cybersecurity risks, compliance and implementation status are provided on at least a quarterly basis to Seaboard’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) for purposes of risk monitoring, updates to policies, allocation of resources, progress on action plans and discussions on other topics as necessary.
On at least a quarterly basis, the IS Senior Director and other members of management inform Seaboard’s full Board of Directors of new risks or changes to risks, the status of projects supporting Seaboard’s information security systems, assessments of Seaboard’s information security program and the emerging threat landscape. The Board provides feedback on management’s plans and allocates resources for plan improvement expenditures.
Seaboard also maintains disclosure controls and procedures to ensure that executive management and the Board receive prompt and timely information regarding any material cybersecurity incidents. Upon confirmation of a cybersecurity incident, the impacted segment invokes their response plan and notifies the IS Senior Director, who then communicates the details of the incident to management’s Cybersecurity Committee, consisting of cross-functional leadership representation, for determination of materiality.
Item 2. Properties
Management believes that Seaboard’s present facilities are adequate and suitable for its current purposes. Seaboard’s principal properties by segment are described below:
Item 3. Legal Proceedings
The information required by this item is included in Note 8 to the consolidated financial statements.
Item 4. Mine Safety Disclosures
Not applicable.
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Seaboard’s common stock is traded on the NYSE American under the symbol SEB. Seaboard had 6,004 stockholders of record of its common stock as of January 31, 2026.
Stock Performance Graph
The SEC requires a five-year comparison of Seaboard’s stock performance with that of an appropriate broad equity market index and similar industry index. The companies comprising the Dow Jones U.S. Food Products and Dow Jones U.S. Marine Transportation Industry indices (the “Peer Group”) were chosen as the comparison because there is no single industry index to compare stock performance.
The following line graph shows a five-year comparison of cumulative total return for Seaboard Corporation, the NYSE American Index and the companies comprising the Peer Group, weighted by market capitalization for the five fiscal years commencing December 31, 2020, and ending December 31, 2025.
The comparison of cumulative total returns presented in the graph was plotted using the following index values and common stock price values:
12/31/20
12/31/21
12/31/22
12/31/23
12/31/24
12/31/25
Seaboard Corporation
$
100.00
130.14
125.14
118.63
80.97
148.56
128.34
123.38
125.53
126.17
181.16
Peer Group
115.94
128.57
118.70
112.05
104.89
During each quarter in 2025, 2024 and 2023, Seaboard declared and paid quarterly dividends of $2.25 per share of common stock. Seaboard’s Board intends that Seaboard will continue to pay quarterly dividends for the reasonably foreseeable future, with such future dividends and the amount of any such dividends being subject to the determination, declaration and discretion of Seaboard’s Board and dependent upon factors such as Seaboard’s financial condition, results of operations, and current and anticipated cash needs, including capital requirements.
Seaboard has not established any equity compensation plans or individual agreements for its employees under which Seaboard common stock or options, rights or warrants with respect to Seaboard common stock may be granted.
The following table sets forth information concerning any purchases made by or on behalf of Seaboard or any “affiliated purchase” (as defined by applicable rules of the SEC) of Seaboard’s outstanding shares of common stock (“Shares”) during the fourth quarter of the fiscal year covered by this report.
Issuer Purchases of Equity Securities
Approximate
Total Number
Dollar Value
Of Shares
of Shares that May
Purchased as Part
Yet Be Purchased
Of Publicly
Under the Plans
of Shares
Average Price
Announced Plans
or Programs (a)
Period
Purchased (a)
Paid per Share (b)
Or Programs (a)
(in millions)
September 28, 2025 to October 31, 2025
—
November 1, 2025 to November 30, 2025
157
3,466
December 1, 2025 to December 31, 2025
Total
Item 6. Reserved
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This Management’s Discussion and Analysis is provided as a supplement to, and should be read in conjunction with, Seaboard’s consolidated financial statements and the accompanying notes in Item 8. Certain statements in this report contain forward-looking statements. See the introduction in Item 1 for more information on these forward-looking statements, including a discussion of the most significant factors that could cause actual results to differ materially from those in the forward-looking statements. For discussion related to the results of operations for 2024 compared to 2023 refer to Part II Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in Seaboard’s Form 10-K for the year ended December 31, 2024.
OVERVIEW
Seaboard’s operations are heavily commodity-driven and financial performance for certain segments is cyclical based on respective global commodity markets and trends in economic activity. During 2025, the U.S. government imposed tariffs and trade restrictions on certain products from some foreign jurisdictions, and in response to these actions, some countries imposed retaliatory tariffs on certain products produced in the U.S. The impact of tariffs was not material to Seaboard’s 2025 results; however, Seaboard continues to monitor the current uncertainties with tariffs and other geopolitical conditions. Seaboard cannot be certain of the outcome, which could indirectly or directly adversely impact its future
financial condition and results of operations. See Item 1A. Risk Factors for further discussion of risks associated with tariffs and other geopolitical conditions.
Pork Segment
The Pork segment primarily produces hogs to process and sells pork products throughout the U.S. and to foreign markets. Sales prices are directly affected by both domestic and worldwide supply and demand for pork products and other proteins. Feed accounts for the largest input cost of raising hogs and is materially affected by price changes for corn and soybean meal. Market prices for hogs purchased from third parties for processing at the plant also represent a significant cost factor. As a result, commodity price fluctuations can affect profitability and cash flows. This segment is Seaboard’s most capital-intensive segment, representing approximately 41% of Seaboard’s total fixed assets and approximately 37% of total inventories as of December 31, 2025. With the plant generally operating near capacity, Seaboard is continually looking for ways to enhance the plant’s operational efficiency, while also looking to increase margins by introducing new, higher margin value-added products. This segment also produces swine-derived renewable natural gas, but sales are not significant as most facilities are in the early stages of operation. Consistent production at each facility may take longer than expected as it is dependent upon a number of variables, including the maturity and volatile solid concentration of the lagoon, weather, hog health and methanogen health.
CT&M Segment
The CT&M segment provides integrated agricultural commodity trading, processing and logistics services. The majority of its sales are derived from sourcing agricultural commodities from multiple origins and delivering them to third-party and affiliate customers in various international locations. This segment’s sales are significantly affected by fluctuating prices of various commodities, such as wheat, corn and soybean meal. Exports from various countries can exacerbate volatile market conditions. Profit margins are sometimes protected through commodity derivatives and other risk management practices, but the execution of these purchase and delivery transactions have long cycles of completion, which may extend for several months with a high degree of price volatility. As a result, these factors can significantly affect sales volumes, operating income, working capital and related cash flows from period to period. Consolidated subsidiaries and non-consolidated affiliates operate the grain milling facilities in foreign countries that are, in most cases, lesser developed and are more likely to be significantly impacted by changes in local crop production, political instability and local government policies, as well as fluctuations in economic and industry conditions and foreign currency exchange rates. This segment represents approximately 37% of Seaboard’s total inventories as of December 31, 2025.
Marine Segment
The Marine segment provides cargo shipping services in the U.S., the Caribbean and Central and South America. Fluctuations in economic conditions and political instability in the regions or countries in which this segment operates may affect trade volumes and operating profits. In addition, freight rates can fluctuate depending on regional supply and demand for shipping services. Since this segment time-charters ocean cargo vessels, it is affected by fluctuations in charter hire rates.
Liquid Fuels Segment
The Liquid Fuels segment produces biodiesel and renewable diesel and generates related environmental credits, specifically LCFS credits and RINs, and production tax credits. The profitability of this segment is impacted by world diesel prices, the market prices of pork fat, other animal fats and vegetable oils, all of which are utilized to produce biodiesel and renewable diesel, government mandates and incentives to use biofuels and the market price of environmental credits.
Power Segment
The Power segment is an independent power producer in the Dominican Republic. Spot market rates are impacted by fuel prices and the various producers supplying power to the grid. While fuel is this segment’s largest cost component and is subject to price fluctuations, higher fuel costs generally have been passed on to customers.
Turkey Segment
The Turkey segment represents Seaboard’s 52.5% non-controlling investment in Butterball, which is accounted for using the equity method of accounting. Butterball produces turkeys to process and sells turkey products. Sales prices are directly affected by both domestic and worldwide supply and demand for turkey products and other proteins. Feed accounts for the largest input cost of raising turkeys and is materially affected by price changes for corn and soybean meal. As a result, price fluctuations for corn and soybean meal affect profitability and cash flows.
LIQUIDITY AND CAPITAL RESOURCES
The primary objectives of Seaboard’s financing strategy are to effectively manage financial risks, ensure efficient liquidity for daily global operations and maintain balance sheet strength. Seaboard’s principal funding sources are generated from operating activities, short-term investments and borrowings from lines of credit and term loans. Seaboard’s cash
18
requirements primarily include funding for working capital, capital expenditures, strategic investments and other needs. Management evaluates overall liquidity at least on a quarterly basis, and management believes Seaboard’s combination of internally-generated cash, liquidity and borrowing capabilities will be adequate to meet all short-term and long-term commitments.
As of December 31, 2025, Seaboard had cash and short-term investments of $1.2 billion and additional total working capital of $890 million. As of December 31, 2025, $161 million of the $1.2 billion of cash and short-term investments were held by Seaboard’s foreign subsidiaries. Seaboard considers substantially all foreign profits permanently reinvested in its foreign operations, except for previously-taxed undistributed earnings of Seaboard Marine and earnings of certain other foreign subsidiaries.
The following table presents a summary of Seaboard’s available borrowing capacity under lines of credit.
Total amount
(Millions of dollars)
available
Short-term uncommitted and committed lines
1,417
Amounts drawn against lines
(458)
Available borrowing capacity as of December 31, 2025
959
Available borrowing capacity fluctuates based on changes to the terms of line of credit agreements and draws needed to fund operations. During 2025, Seaboard reduced its borrowing capacity under the committed line of credit from $450 million to $300 million.
As of December 31, 2025, Seaboard had long-term debt of $991 million, which included the Term Loan due 2033 of $953 million. Current maturities of long-term debt were $11 million as of December 31, 2025. See Note 7 to the consolidated financial statements for more discussion on lines of credit and long-term debt. Seaboard will continue to evaluate opportunities to access efficient financing in the markets where it operates, leveraging low-cost funding to support its operations.
Cash Flows
Cash generated from operating activities was $568 million for the year ended December 31, 2025, compared to $519 million for 2024. The increase in operating cash flows was due to an increase in earnings, adjusted for non-cash items of $57 million, larger proceeds from investment tax credit sales of $53 million and increased dividend payments received of $27 million from equity method investments, partially offset by an increase in cash used for working capital of $88 million. The working capital fluctuation was primarily inventory-related due to production tax credits in Seaboard’s Liquid Fuels segment, and to a lesser extent, timing of sales and related cash receipts and inventory purchases in Seaboard’s Pork segment. There have been no sales of production tax credits to monetize this inventory during 2025.
Cash used in investing activities was $543 million for the year ended December 31, 2025, compared to $484 million for 2024. During 2025, Seaboard invested $562 million in property, plant and equipment, an increase of $51 million from the same period in the prior year. Of the 2025 total investment, $302 million was in the Marine segment, consisting primarily of installment payments on vessels under construction. Six new dual-fueled vessels were completed and delivered during 2025, the last of the original eight ordered vessels. In 2025, Seaboard Marine entered into an agreement to build a ninth new vessel at a cost of approximately $75 million. The new dual-fueled vessels bring greater fuel efficiency, increased twenty-foot equivalent unit (“TEU”) capacity and a host of other advantages to the Marine segment’s fleet and create a better overall fleet balance of owned and chartered vessels. Cash flows from investing activities for short-term investments are part of Seaboard’s overall liquidity management strategy. Short-term investment purchases are a result of the investment of excess cash, asset allocation from the active management of the portfolio and re-investment of matured securities. Also, during 2025, Seaboard rebalanced its short-term investments portfolio using different investment vehicles in some cases, such as private funds. See Note 2 to the consolidated financial statements for further discussion. Additionally, during 2025, Seaboard continued to invest in long-term investments with a $50 million purchase of equity interests in a fund that owns corporate debt securities.
Cash provided by financing activities was $44 million for the year ended December 31, 2025, compared to $12 million for 2024. Cash flows from financing activities primarily include draws and repayments under committed and uncommitted lines of credit held with financial institutions across multiple jurisdictions and currencies. The daily needs for working capital primarily influence changes in Seaboard’s borrowing balances. During 2025, Seaboard’s Board of Directors approved a share repurchase program and Seaboard repurchased 13,261 Shares for $39 million, including excise taxes for the year ended December 31, 2025. The timing and volume of share repurchases will be determined by management at its discretion and will depend on a number of factors, including constraints specified in any applicable trading plans, the market price of the Shares, general business and market conditions, alternative investment opportunities, Seaboard’s
19
financial condition and applicable legal requirements. The share repurchase program does not obligate Seaboard to acquire a minimum amount of Shares, and Seaboard cannot predict when, or if, it will repurchase any Shares or the amount of any such repurchases.
Capital Expenditures and Other Investments
Seaboard continues to make investments in its operations. The total budget for 2026 capital expenditures is approximately $625 million, and includes $150 million for the Power segment’s expenditures related to the construction of EDM IV, which is expected to commence operations in 2028, along with several projects individually immaterial across the remaining segments. The total estimated cost of the EDM IV barge project is approximately $315 million, with installment payments due based on milestones achieved. Management anticipates funding these capital expenditures from a combination of available cash, the use of available short-term investments and Seaboard’s available borrowing capacity.
Based on specific facts and circumstances, Seaboard may also fund capital calls and issue borrowings for its equity method investments. Seaboard continues to look for opportunities to further grow and diversify its operations. Management intends to utilize existing liquidity, available borrowing capacity and other financing alternatives to fund these opportunities. The terms and availability of such financing may be impacted by economic and financial market conditions, as well as Seaboard’s financial condition and results of operations at the time Seaboard seeks such financing, and there can be no assurances that Seaboard will be able to obtain such financing on terms that will be acceptable or advantageous.
Future Contractual Obligations
Other than those obligations discussed above, future obligations mostly include normal operating expenses. For operating and finance leases, Seaboard had a current and noncurrent undiscounted obligation of $177 million and $396 million, respectively, as of December 31, 2025; see Note 5 to the consolidated financial statements for further discussion on leases. The majority of Seaboard’s purchase commitments for materials or supplies are related to grain, freight, fuel and hog procurement contracts with a current obligation of approximately $1.2 billion and a long-term obligation of approximately $1.8 billion as of December 31, 2025; see Note 8 to the consolidated financial statements for further discussion on commitments. These purchase commitments are of a normal, recurring nature with our commodity businesses and as agreements expire throughout the year they are renewed. Also, Seaboard is subject to obligations under its existing pension plans. As of December 31, 2025, the unfunded status of the non-qualified plans was $56 million. For additional information about Seaboard’s pension plans, see Note 9 to the consolidated financial statements.
RESULTS OF OPERATIONS
Net sales for the years ended December 31, 2025, 2024 and 2023 were $9.8 billion, $9.1 billion and $9.6 billion, respectively. The increase in sales of $646 million for 2025 compared to 2024 primarily reflected a $456 million increase in CT&M segment sales due to higher volumes of commodities and a $217 million increase in Marine segment sales due to increased voyage revenue. See the net sales discussion by reportable segment below for more details.
Operating income (loss) for the years ended December 31, 2025, 2024 and 2023 was $239 million, $156 million and ($87) million, respectively. The increase in operating income of $83 million for 2025 compared to 2024 primarily reflected an $83 million increase in Marine segment operating income due to higher voyage revenue, partially offset by higher voyage-related costs. See the operating income discussion by reportable segment below for more details.
Selling, General and Administrative Expenses
Selling, general and administrative expenses increased $34 million for the year ended December 31, 2025, compared to 2024 primarily due to higher personnel costs and bad debt expense of $8 million.
Interest Expense
Interest expense decreased $2 million for the year ended December 31, 2025, compared to 2024 primarily due to lower interest rates on outstanding debt, partially offset by a decrease of $18 million in capitalized interest on construction in progress.
Income Tax Benefit (Expense)
The 2025 effective tax rate decreased compared to 2024 primarily due to the reversal of the valuation allowance recorded on certain U.S. deferred tax assets in the prior year. During 2024, Seaboard established a valuation allowance against its U.S. deferred tax asset balances of $212 million as Seaboard’s U.S. operations were in a historical three-year cumulative loss position and, based on the weight of available evidence, Seaboard determined that it was more likely than not that the benefit of the deferred tax assets would not be realized. However, as of December 31, 2025, Seaboard’s U.S. operations were in a three-year cumulative income position and, based on the weight of available evidence, Seaboard has determined that it is more likely than not that the deferred tax assets will be utilized. Seaboard released substantially all of its U.S. valuation allowance, resulting in an income tax benefit of $170 million for the year ended
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December 31, 2025. A valuation allowance remains recorded on certain U.S. and foreign deferred tax attributes that are not more likely than not to be realized. See Note 12 to the consolidated financial statements for further discussion.
Segment Results
See Note 13 to the consolidated financial statements for a reconciliation of net sales and operating income by reportable segment to consolidated net sales and consolidated operating income, respectively.
2025 vs. 2024
2024 vs. 2023
2025
2024
2023
Net sales
2,018
2,055
1,818
(37)
237
Operating income (loss)
67
(455)
47
475
Income from affiliates
34
26
33
(7)
The decrease in net sales for the year ended December 31, 2025, compared to 2024 was due to lower volumes of pork products, and to a lesser extent, market hogs sold, which decreased sales $106 million and $37 million, respectively, partially offset by higher sales prices which increased sales $108 million. Lower sales volumes were primarily due to the availability of hogs related to diseases and timing of deliveries to the processing plants.
The increase in operating income for the year ended December 31, 2025, compared to 2024 reflected higher margins on pork products and market hogs sold, primarily due to higher sales prices and lower hog production costs, including lower feed costs of $160 million. Higher margins were partially offset by favorable adjustments to the lower of cost and net realizable value (“LCNRV”) inventory reserve in 2024 with no adjustments in 2025, an increase in legal claims expense and lower sales volumes. With improved pork prices and lower grain commodity costs, the LCNRV inventory reserve decreased $42 million during the first half of 2024 and has not been needed since. While management anticipates the Pork segment will be profitable in 2026, no assurances can be made as it is difficult to predict market prices for pork products, the cost of production or third-party hogs and the impact of tariffs for future periods.
5,173
4,717
5,139
456
(422)
Operating income
143
132
145
(13)
Income (loss) from affiliates
(18)
35
Net sales increased for the year ended December 31, 2025, compared to 2024 primarily due to higher volumes of certain commodities sold, which increased sales $743 million, partially offset by 5% lower average sales prices, which decreased sales $287 million. Sales prices for Seaboard’s products are directly affected by both domestic and worldwide supply and demand for commodities and competing products, all of which are determined by constantly changing market forces.
Operating income increased for the year ended December 31, 2025, compared to 2024 primarily due to an increase of $31 million in mark-to-market gains on derivative contracts, which continue to fluctuate until final delivery of product, and higher margins on certain commodities sold at trading offices, partially offset by lower margins at certain mills driven by government price controls and higher selling, general and administrative expenses of $19 million due to bad debt expense and salaries and benefits. While management anticipates positive operating income, excluding the effects of mark-to-market adjustments, for this segment in 2026, no assurances can be made as it is difficult to predict worldwide commodity price fluctuations and the uncertain political and economic conditions in the countries in which this segment operates.
1,605
1,388
1,499
217
(111)
165
82
228
83
(146)
The increase in net sales for the year ended December 31, 2025, compared to 2024 was due to higher freight rates and cargo volumes. The increase in average freight rates was driven by various freight rate increases and a more favorable mix of cargo types. Cargo volumes in 2025 increased 7% compared to 2024.
21
The increase in operating income for the year ended December 31, 2025, compared to 2024 was primarily the result of higher voyage revenue, partially offset by higher voyage-related costs, such as stevedoring, terminal services, trucking costs and slot costs, which are primarily driven by higher cargo volumes. Many of this segment’s costs are variable in nature and the overall expense amounts will fluctuate as volumes increase or decrease. While management anticipates this segment will be profitable in 2026, no assurances can be made as it is difficult to predict changes in cargo volumes, cargo rates, fuel costs or other voyage costs for future periods.
605
556
698
49
(142)
Operating loss
(127)
(100)
(73)
(27)
The increase in net sales for the year ended December 31, 2025, compared to 2024 was driven by higher environmental credit and fuel sales, partially offset by the expiration of the federal blender’s tax credit, as $125 million of credits were recognized during 2024 compared to none in 2025. The expired federal blender’s tax credit was replaced by a new clean fuel production tax credit effective January 1, 2025, that is recorded as a reduction to cost of sales. Higher prices and volumes of environmental credits sold increased sales $69 million and $28 million, respectively, and higher prices and volumes of fuel sold increased sales $66 million and $10 million, respectively, as compared to 2024. The increase in volume of fuel and credits sold primarily related to renewable diesel sales as the plant was not operational for four months during the first half of 2024 due to repairs as compared to regularly scheduled maintenance performed during 2025.
The increase in operating loss for the year ended December 31, 2025, compared to 2024 was primarily due to 19% higher feedstock costs and lower income recognized from the production tax credits as compared to the federal blender’s tax credits, partially offset by higher environmental credit and fuel revenue. The 2025 income from production tax credits accounted for 52% of the total income generated by federal blender’s tax credits in 2024, inclusive of volume fluctuations. The production tax credit value varies based on the greenhouse gas emissions factor of fuel produced. Based on current market conditions, management anticipates near break-even results in 2026, but no assurances can be made as it is difficult to predict market prices for biodiesel, renewable diesel and credits, the cost of feedstock or production levels for future periods.
232
239
46
71
(15)
(10)
The decrease in net sales for the year ended December 31, 2025, compared to 2024 reflected a decrease in power generation from EDM III primarily due to more power generation from lower variable-cost producers and timing of maintenance performed that more than offset EDM II’s increased power generation.
The decrease in operating income for the year ended December 31, 2025, compared to 2024 was primarily driven by the decrease in net sales and higher fuel costs, primarily heavy fuel oil, due to increased consumption for EDM II. Generally, heavy fuel oil is more expensive than natural gas. While management anticipates this segment will be profitable in 2026, no assurances can be made as it is difficult to predict fuel costs or the extent that spot market rates will fluctuate due to fuel costs or other power producers for future periods.
Income from affiliate
37
87
45
(50)
The Turkey segment represents Seaboard’s non-controlling 52.5% investment in Butterball, which is accounted for using the equity method. The increase in Butterball’s net income of $84 million for the year ended December 31, 2025, compared to 2024 was the result of increased sales attributable to 10% higher volumes of turkey products sold and 2% higher prices, partially offset primarily by 16% higher plant costs due to more volumes sold. While management anticipates this segment will be profitable for 2026, no assurances can be made as it is difficult to predict market prices for turkey products, the cost of production for future periods and impacts from diseases.
22
CRITICAL ACCOUNTING ESTIMATES
The preparation of Seaboard’s consolidated financial statements requires management to make estimates, judgments and assumptions. See Note 1 to the consolidated financial statements for a discussion of significant accounting policies. Management has identified the accounting estimates believed to be the most important to the portrayal of Seaboard’s financial condition and results of operations and that require management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of inherently uncertain matters. Management has reviewed these critical accounting estimates with the Audit Committee of the Board of Directors.
Income Taxes
Seaboard must make estimates and apply judgment in determining the provision for income taxes for financial reporting purposes. As of each reporting date, management considers new information that could affect its conclusions regarding the future realization of Seaboard’s deferred tax assets. In evaluating Seaboard’s ability to recover deferred tax assets within the jurisdiction from which they arise, management considers all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax-planning strategies and results of recent operations. Circumstances may change over time such that previous negative evidence no longer exists, and new conditions should be evaluated as positive or negative evidence that could affect the realization of the deferred tax assets. Seaboard might rely more on forecasts in the future for certain evidence and given the inherent uncertainty involved, there can be significant differences between anticipated and actual results. Unforeseen events may significantly impact forecasts or actual results, and these changes could have a material impact on Seaboard’s income taxes. Changes in estimates and judgments may result in a material increase or decrease to the tax provision, which would be recorded in the period in which the change occurs.
During the third quarter of 2024, after considering U.S. pre-tax book income and the effects of permanent differences, Seaboard’s U.S. operations were in a historical three-year cumulative loss position, which is significant objective negative evidence in considering whether deferred tax assets are realizable. Under U.S. GAAP, the presence of a three-year cumulative loss limits Seaboard’s ability to consider other subjective evidence, such as its expectations of future taxable income and projections of growth. As a result, Seaboard recorded a valuation allowance and related charge to income tax expense of $212 million for the year ended December 31, 2024. During the fourth quarter of 2025, Seaboard’s U.S. operations were in a historical three-year cumulative income position. After evaluating both positive and negative evidence, Seaboard reversed its valuation allowance on certain domestic deferred tax assets. Seaboard recognized $170 million of income tax benefit during 2025 as a result of changes in the valuation allowance in the U.S. As of December 31, 2025, Seaboard had a valuation allowance of $72 million, of which $46 million relates to domestic deferred tax assets.
Impairment of Long-Lived Assets
Seaboard tests its long-lived asset groups for impairment when changes in circumstances indicate their carrying value may not be recoverable. Events that trigger a test for recoverability include;
• Material adverse changes in projected revenues or expenses, present negative cash flows combined with a history of negative cash flows and a forecast that demonstrates significant continuing losses;
• Adverse change in legal factors or significant negative industry or regulatory trends (such as overcrowding of market offerings or changes in regulations, resulting in excess capacity relative to market demand);
• Current expectation that a long-lived asset group will be disposed of significantly before the end of its useful life;
• Significant adverse change in the manner in which an asset group is used or in its physical condition; and
• Significant change in the asset grouping
When a triggering event occurs, a test for recoverability is performed, comparing projected undiscounted future cash flows to the carrying value of the asset group. Asset groups are tested at the level of the smallest identifiable group of assets that generate cash flows that are largely independent of the cash flows from other assets or groups of assets. Inherent in management’s development of cash flow projections are assumptions and estimates derived from a review of Seaboard’s operating results, business plan forecasts, expected growth rates and cost of capital, similar to those a market participant would use to assess fair value. Management also makes certain assumptions about future economic conditions and other data. Many of the factors used in assessing fair value are outside the control of management, and these assumptions and estimates may change in future periods. During 2025, continued operating losses in Seaboard’s Liquid Fuels’ segment were identified as a triggering event requiring an impairment analysis. Management subsequently performed a recoverability test on this asset group, which has a carrying value of approximately $345 million as of December 31, 2025. The test indicated that the sum of the estimated undiscounted future cash flows, based on the remaining useful life of the primary asset, the renewable diesel plant, exceeded the asset group's carrying value by greater than 100%. Accordingly,
23
no impairment charge was recorded. These cash flow projections are highly dependent on certain significant assumptions, most notably forecasts of fuels and environmental credit sales prices and feedstock costs. Management continues to monitor the performance of this segment and these key assumptions closely.
NEW ACCOUNTING PRONOUNCEMENTS
See Note 1 to the consolidated financial statements for a discussion of recently issued accounting standards.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Seaboard is exposed to various types of market risks in its day-to-day operations. Primary market risk exposures result from changing commodity prices, foreign currency exchange rates, interest rates and equity prices. Occasionally derivatives are used to manage these overall market risks; however, Seaboard does not perform the extensive record-keeping required to account for derivative transactions as hedges. As a result, fluctuations in the related prices could have a material impact on earnings in any given year. From time to time, Seaboard also enters into speculative derivative transactions related to its market risks.
Commodity price changes affect the cost of necessary raw materials and other inventories, finished product sales and firm sales commitments. Seaboard uses various grain, hog, oilseed and other commodity futures and options purchase contracts to manage certain risks of increasing prices of inventories and firm sales commitments or anticipated sales contracts. Short sales contracts are used to offset the open purchase derivatives when the related commodity inventory is purchased in advance of the derivative maturity, effectively offsetting the initial futures or option purchase contract.
Volatility in foreign currency exchange rates, caused by political and economic conditions of the countries in which Seaboard does business, along with fluctuations in the value of the U.S. dollar, exposes Seaboard to fluctuating foreign currency gains and losses that cannot be predicted. Since changes in foreign currency exchange rates affect the cash paid or received on foreign currency-denominated receivables and payables, Seaboard manages certain of these risks through the use of foreign currency exchange agreements.
The following table presents the sensitivity of the fair value of Seaboard’s derivatives to a hypothetical 10% change in market prices and foreign exchange rates as of December 31, 2025 and 2024. The fair value is calculated for each item by valuing each net position at quoted market prices as of the applicable date.
December 31, 2025
December 31, 2024
Grains and oilseeds
Vegetable oils
Hogs and pork products
Foreign currencies
36
Equity price risk is the risk that Seaboard may incur losses due to adverse changes in the market prices of the equity securities it holds in its short-term investment portfolio. Market prices for equity securities are subject to fluctuation and may result from perceived changes in the underlying economic characteristics of the investee, the relative price of alternative investments and general market conditions. As of December 31, 2025 and 2024, a hypothetical 10% change in market prices of Seaboard’s equity securities would have impacted results of operations by $86 million and $30 million, respectively. As of December 31, 2025, the underlying investments of several equity securities are debt securities, and accordingly, will not have as much exposure to equity price risk in general.
As changes in interest rates affect the cash required to service variable-rate debt, Seaboard may use interest rate exchange agreements to manage risks of increasing interest rates. At December 31, 2025, Seaboard had variable-rate long-term debt outstanding of $953 million with an interest rate of 5.39%. A hypothetical 10% change in interest rates effective at December 31, 2025, would have had an immaterial impact on interest expense. Long-term debt sensitive to changes in interest rates as of December 31, 2024 totaled $963 million with an interest rate of 6.08%.
Item 8. Financial Statements and Supplementary Data
To the Stockholders and Board of Directors
Seaboard Corporation:
Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting
We have audited the accompanying consolidated balance sheets of Seaboard Corporation and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of comprehensive income, changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
As described in Note 13 to the consolidated financial statements, the Company earned $9.7 billion of net sales in 2025. Net sales were primarily generated by the Company’s Pork, Commodity Trading and Milling, Marine, Liquid Fuels, and Power operations, which were dispersed over numerous countries. We identified the evaluation of the sufficiency of audit evidence over net sales as a critical audit matter. Evaluating the sufficiency of audit evidence obtained required auditor judgment due to the geographical dispersion of net sales. Furthermore, given the disaggregation of local management and language differences between locations, our audit team consisted of auditors located in multiple countries around the world. The following are the primary procedures we performed to address this critical audit matter. We evaluated the nature and amounts of the Company’s net sales at its various locations and applied auditor judgment to determine the locations at which procedures were to be performed. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s net sales process, including controls related to the recognition of global net sales amounts. We tested samples of individual net sales transactions by comparing the amounts recognized by the Company to relevant underlying documentation such as purchase orders, contractual arrangements, and delivery documents, as applicable. We also performed a software-assisted data analysis to test relationships among certain revenue transactions. In addition, we evaluated the sufficiency of audit evidence obtained over net sales by assessing the results of procedures performed, including the appropriateness of the nature and extent of audit effort.
We have served as the Company’s auditor since 1959.
Kansas City, Missouri
February 12, 2026
Years ended December 31,
(Millions of dollars except share and per share amounts)
Net sales:
Products (includes sales to affiliates of $1,157, $1,168 and $1,119)
7,803
7,381
7,754
Services (includes sales to affiliates of $39, $38 and $27)
1,706
1,473
1,566
Other
246
242
Total net sales
9,746
9,100
9,562
Cost of sales and operating expenses:
Products
7,510
7,129
7,893
Services
1,370
1,227
1,194
173
168
159
Total cost of sales and operating expenses
9,053
8,524
9,246
Gross income
693
576
316
Selling, general and administrative expenses
454
420
403
156
(87)
Interest expense (includes $1, $1 and $0 from affiliates)
(70)
(72)
(58)
138
85
105
Other income, net
103
77
147
Earnings before income taxes
410
107
Income tax benefit (expense)
91
(156)
120
Net earnings
501
90
227
Less: Net earnings attributable to noncontrolling interests
(5)
(2)
(1)
Net earnings attributable to Seaboard
496
88
226
Earnings per common share
514.46
90.62
202.21
Average number of shares outstanding
964,113
971,055
1,117,636
Other comprehensive income, net of income tax expense of $0, $0 and $(4):
Foreign currency translation adjustment
(3)
Unrecognized pension benefit
Other comprehensive income, net of tax
Comprehensive income
536
124
Less: Comprehensive income attributable to noncontrolling interests
Comprehensive income attributable to Seaboard
531
122
238
See accompanying notes to consolidated financial statements.
December 31,
Assets
Current assets:
Cash and cash equivalents
178
98
Short-term investments
1,052
1,075
Receivables:
Trade
589
569
Due from affiliates
97
Other (includes $1 and $5 due from affiliates)
111
166
Total receivables
797
822
Allowance for credit losses
(42)
(31)
Receivables, net
756
791
Inventories
1,513
1,408
Other current assets
131
146
Total current assets
3,630
3,518
Property, plant and equipment, net of accumulated depreciation of $2,379 and $2,162
2,820
2,560
Operating lease right-of-use assets, net
362
382
Investments in and advances to affiliates
795
738
Goodwill
164
Long-term investments
208
141
Deferred tax asset
69
Other non-current assets (includes $6 and $1 due from affiliates)
118
93
Total assets
8,246
7,665
Liabilities and Stockholders’ Equity
Current liabilities:
Lines of credit
458
314
Accounts payable (includes $32 and $31 due to affiliates)
397
418
Accrued compensation and benefits
128
Deferred revenue (includes $18 and $17 due to affiliates)
Operating lease liabilities
113
134
Accrued voyage costs
78
74
Other current liabilities
265
256
Total current liabilities
1,510
1,407
Long-term debt, less current maturities
977
987
Long-term operating lease liabilities
275
276
Accrued pension liability
Deferred tax liability
32
Other non-current liabilities
Total liabilities
3,011
2,916
Commitments and contingent liabilities
Stockholders’ equity:
Common stock of $1 par value. 1,250,000 shares authorized; 957,794 and 971,055 shares issued and outstanding, respectively
Accumulated other comprehensive loss
(341)
(376)
Retained earnings
5,552
5,104
Total Seaboard stockholders’ equity
5,212
4,729
Noncontrolling interests
Total equity
5,235
4,749
Total liabilities and equity
Accumulated
Common
Comprehensive
Retained
Noncontrolling
(Millions of dollars except per share amounts)
Stock
Loss
Earnings
Interests
Balances, January 1, 2023
5,417
5,014
Comprehensive income:
Repurchase of common stock from affiliates
(608)
Distributions to noncontrolling interests
Dividends on common stock, $9.00/share
Balances, December 31, 2023
(410)
5,025
4,634
(9)
Balances, December 31, 2024
Repurchase of common stock
(39)
Balances, December 31, 2025
Operating activities:
Adjustments to reconcile net earnings to cash from operating activities:
Depreciation and amortization
318
311
283
Deferred income taxes
(76)
130
(154)
(138)
(85)
(105)
Investment gains, net
(19)
Dividends received from affiliates
64
117
Other, net
40
Changes in assets and liabilities:
Receivables, net of allowance
(46)
176
(93)
200
Other assets
(12)
Accounts payable
(32)
Other liabilities, exclusive of debt
(4)
73
Net cash from operating activities
568
519
710
Investing activities:
Purchase of short-term investments
(2,851)
(1,366)
(2,519)
Proceeds from sale and maturity of short-term investments
2,912
1,368
2,746
Capital expenditures
(562)
(511)
(506)
Proceeds from sale of property, plant and equipment
Purchase of long-term investments
(80)
(16)
Net cash used in investing activities
(543)
(484)
(273)
Financing activities:
Uncommitted lines of credit, net
133
(172)
Draws under committed line of credit
818
1,440
1,173
Repayments of committed line of credit
(809)
(1,370)
(1,199)
Proceeds from long-term debt
310
Principal payments of long-term debt
(11)
(8)
Proceeds from payable to affiliate
Finance lease payments
(38)
(49)
(57)
Repurchase of common stock (includes $600 from affiliates)
(600)
Dividends paid
Net cash from (used in) financing activities
44
(581)
Effect of exchange rate changes on cash and cash equivalents
Net change in cash and cash equivalents
80
42
(143)
Cash and cash equivalents at beginning of year
56
199
Cash and cash equivalents at end of year
Supplemental cash flow information
Amounts paid during the year for:
Interest, net of interest capitalized
75
Income taxes, net of tax credit sales proceeds of $81, $28, $0 and refunds
(6)
Non-cash additions to property, plant and equipment
Note 1 − Summary of Significant Accounting Policies
Operations of Seaboard Corporation and its Subsidiaries
Seaboard Corporation and its subsidiaries (collectively, “Seaboard”) together comprise a diversified group of companies that operate worldwide in agricultural, energy and ocean transport businesses. Seaboard is primarily engaged in hog production, pork processing and biofuel production in the United States (“U.S.”); commodity trading and grain processing in Africa and South America; cargo shipping services in the U.S., Caribbean and Central and South America; and electric power generation in the Dominican Republic. Seaboard also has an equity method investment in Butterball, LLC (“Butterball”), a producer and processor of turkey products. Seaboard’s outstanding common stock is closely held, with approximately 74% collectively owned by Seaboard Flour LLC and SFC Preferred, LLC.
Principles of Consolidation
The consolidated financial statements include the accounts of Seaboard Corporation and its domestic and foreign subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Financial information from certain foreign subsidiaries is reported on a one- to three-month lag, depending on the specific entity.
Investments in Affiliates
Investments in non-consolidated affiliates, where Seaboard has significant influence but does not have a controlling interest, are accounted for by the equity method. Under the equity method of accounting, the initial investment is recorded at cost and the investment is subsequently adjusted for its proportionate share of earnings or losses and dividends, including consideration of basis differences resulting from the difference between the initial carrying amount of the investment and the underlying equity in net assets. Seaboard reviews its investments in affiliates for impairment whenever events or changes in business circumstances indicate that the carrying amount of the investments may not be fully recoverable. For the Commodity Trading & Milling (“CT&M”) segment, investments in affiliates are primarily in foreign countries, which are less developed than the U.S. and therefore expose Seaboard to greater financial risks. At certain times when there are ongoing losses, local economies are depressed, commodity-based markets are less stable or foreign governments cause challenging business conditions, management evaluates the fair value of the equity method investments for impairment. As the fair value of these investments is not readily determinable, management uses other methods to determine fair value such as estimated future cash flows, including assumptions on growth rates and consideration of other local business conditions as applicable.
Use of Estimates
These financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”), which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Foreign Currency Transactions and Translation
Seaboard has operations in several foreign countries, and the currencies of the countries fluctuate in relation to the U.S. dollar, resulting in foreign currency gains and losses. Certain CT&M segment subsidiaries located in Ivory Coast, Senegal and Zambia use local currency as their functional currency. Assets and liabilities of these subsidiaries are translated to U.S. dollars at period-end exchange rates, and income and expenses are translated at average exchange rates. Translation gains and losses are recorded as components of other comprehensive income. Also, certain non-consolidated affiliates, primarily in the CT&M segment, use local currency as their functional currency.
Cash and Cash Equivalents
Cash equivalents include all demand deposits, overnight investments and other highly liquid investments with original maturities of three months or less.
Short-Term Investments
Short-term investments are carried at fair value and categorized as trading securities as Seaboard has the intent and ability to sell for business needs as they arise. For investments that do not have a readily determinable fair value, Seaboard has elected to use the net asset value (“NAV”) of the investment as a practical expedient to estimate fair value. Changes in the fair value of short-term investments are recorded as unrealized gains and losses included in other income, net in the consolidated statements of comprehensive income, with any purchases and sales recorded on a settlement date basis.
Accounts Receivable
Accounts receivable are recorded at the invoiced amount and generally do not bear interest.
The allowance for credit losses is Seaboard’s best estimate of the amount of probable credit losses using the current expected credit loss model. This model estimates the lifetime of expected credit loss based on historical experience, current conditions and reasonable supportable forecasts. Changes in estimates and other new information can have a material effect on future evaluations. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.
The activity within the allowance for credit losses was as follows:
Balance at
beginning of year
Provision(a)
Net deductions(b)
end of year
Allowance for Credit Losses:
Year ended December 31, 2025
Year ended December 31, 2024
Year ended December 31, 2023
Notes Receivable
Notes receivable are included in other receivables, if current, and other non-current assets, if long-term. Seaboard’s notes receivable balances, net of reserves, were $43 million and $40 million as of December 31, 2025 and 2024, respectively. Seaboard monitors the credit quality of notes receivable, using the current expected credit loss model.
The activity within the allowance for notes receivable was as follows:
Provision
Net deductions
Allowance for Notes Receivable:
Grain, flour and feed inventories at the CT&M segment’s foreign milling operations are valued at the lower of weighted-average cost and net realizable value (“NRV”). All other inventories are valued at the lower of first-in, first-out (“FIFO”) cost and NRV. In determining NRV, management makes assumptions regarding estimated sales prices, estimated costs to complete and estimated disposal costs. Changes in future market prices or facts and circumstances could result in a material write-down in the value of inventory or decreased future margins on the sale of inventory.
Production tax credits that are transferable replaced the federal blender’s tax credit on January 1, 2025. Analogizing to an international accounting standard, due to the absence of specific U.S. GAAP guidance not yet adopted for such governmental credits, Seaboard elects to recognize these production tax credits in inventories as it intends to sell to third parties, with an offset to cost of sales, when the economic benefit of the credit is deemed probable. The production tax credits are carried at estimated fair value per the U.S. government model, net of a discount upon expected sale. Environmental credits, specifically renewable identification numbers (“RINs”) and Low Carbon Fuel Standard (“LCFS”) credits, are recorded in inventory upon generation and then recognized in revenue from products when sold to third parties. The inventory values of these credits are subject to market price fluctuations and regulatory changes.
Property, Plant and Equipment
Property, plant and equipment are carried at cost and, except for land, depreciated using the straight-line method over an estimated useful life. Property, plant and equipment under finance leases are stated at the present value of minimum lease payments and subsequently amortized using the straight-line method over the earlier of the end of their useful life or the end of the lease term. Routine maintenance, repairs and minor renewals are expensed as incurred, while major renewals and improvements are capitalized.
Property, plant and equipment and other long-lived assets are reviewed for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. Recoverability of assets to be held and used is
measured by comparing the carrying amount of the asset to future undiscounted net cash flows expected to be generated by the asset. Impairment is recognized if the carrying amount of the assets exceeds the estimated fair value of the assets. Due to sustained operating losses, management performed asset impairment tests in 2025 and 2024 of the Liquid Fuels segment’s property, plant and equipment and concluded assets were not impaired.
Right-of-Use Assets and Lease Liabilities
Right-of-use (“ROU”) assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. The present value of lease payments is determined primarily using the incremental borrowing rate based on the information available at the lease commencement date. For leases that do not have readily determinable implicit discount rates, Seaboard adjusts its incremental borrowing rate by the local risk-free interest rate on its Term Loan due 2033 with a credit risk premium corresponding to Seaboard’s unreported credit rating. Then Seaboard determines discount rates based on term, country and currency where the leased asset is located. Seaboard accounts for lease and non-lease components as a single lease component for all classes of underlying assets. Seaboard does not recognize ROU assets and lease liabilities for short-term leases with terms greater than one month but less than 12 months.
Goodwill is assessed annually for impairment by each reporting unit during the fourth quarter. Goodwill is assessed more frequently if events or changes in circumstances indicate that impairment is likely. Seaboard first assesses qualitative factors to determine whether it is more likely than not the fair value of any reporting unit is less than its carrying amount. If qualitative factors indicate more likely than not that an impairment is possible, Seaboard performs a quantitative impairment test using discounted cash flow analysis by comparing the fair value of a reporting unit with its carrying amount. An impairment charge is recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value.
The changes in the carrying amount of goodwill were as follows:
Pork
CT&M
Segment
Balance, December 31, 2023
160
Foreign currency translation
Balance, December 31, 2024
142
Balance, December 31, 2025
Accrued Self-Insurance
Seaboard is self-insured for certain levels of workers’ compensation, health care coverage, property damage, vehicle, product recall and general liability. Liabilities associated with some of these risks are estimated based on actuarially-determined amounts and accrued in part by considering historical claims experience, demographic factors, severity factors and other actuarial assumptions. Changes in estimates to previously recorded reserves are reflected in current operating results.
Asset Retirement Obligation
Seaboard records a long-lived asset and a related liability for the asset retirement obligation costs associated with the closure of all hog lagoons. Based on detailed assessments and appraisals obtained to estimate the future asset retirement obligation costs, Seaboard records the present value of the projected costs in other non-current liabilities in the consolidated balance sheets. The retirement asset is depreciated over the economic life of the related asset. The following table shows the changes in the asset retirement obligation:
Beginning balance
Accretion expense
Liability for additional lagoons
Ending balance
Pension Plans
Seaboard records annual income and expense amounts relating to its pension plans based on calculations which include various actuarial assumptions, including discount rates, mortality, assumed rates of return, compensation increases and retirement rates. Seaboard reviews its actuarial assumptions on an annual basis and makes modifications to the assumptions
based on current rates and trends when it is deemed appropriate to do so. The effect of modifications on the value of plan obligations and assets is recognized immediately within other comprehensive income (loss) and amortized into operating earnings over future periods using the corridor approach. Under this approach, actuarial (gains) losses that exceed 10% of the greater of the pension benefit obligation or the fair value of plan assets are generally amortized over the average remaining working lifetime of the participants. The measurement date for all plans is December 31. The service cost component of net periodic benefit cost is recorded in either cost of sales or selling, general and administrative expenses depending upon the employee, and the other components of net periodic benefit cost are recorded in other income, net in the consolidated statements of comprehensive income. Settlements are recognized when lump sum payments on a cumulative basis exceed the service cost plus interest cost for the respective plan.
Revenue Recognition
Almost all of Seaboard’s contracts with its customers are less than one year. Seaboard recognizes revenue when control of the promised products or services is transferred to its customers, in an amount that reflects the consideration it expects to receive in exchange for those products or services. The majority of Seaboard’s revenue arrangements consist of a single performance obligation as the promise to transfer the individual product or service is not separately identifiable from other promises in the contracts, including shipping and handling and customary storage, and, therefore, not distinct. Revenue from products and services transferred to customers at a single point in time accounts for approximately 85% of Seaboard’s net sales. Substantially all of the sales in Seaboard’s Marine segment are recognized ratably over the transit time for each voyage, as the performance obligation to its customers is satisfied.
Seaboard’s transaction prices are mostly fixed, but occasionally include minimal variable consideration for early payment, volume and other similar discounts, which are highly probable based on the history with the respective customers. Taxes assessed by a governmental authority that are collected by Seaboard from a customer are excluded from sales. Seaboard recognizes a financing component only on obligations that extend longer than one year.
Deferred revenue represents cash payments received in advance of Seaboard’s performance or revenue billed that is unearned. The CT&M segment requires certain customers to pay in advance or upon delivery to avoid collection risk. The Marine segment’s deferred revenue balance primarily relates to the unearned portion of billed revenue when a vessel is on the water and has not arrived at the designated port. Deferred revenue balances are reduced when revenue is recognized. The majority of the deferred revenue balance as of year-end is recognized as revenue during the following quarter.
Seaboard conducts research and development activities to develop new products and to improve existing products and processes. Seaboard incurred research and development expenses of $64 million, $113 million and $361 million for the years ended December 31, 2025, 2024 and 2023, respectively. These costs are expensed as incurred.
Other Income, Net
The components of other income, net on the consolidated statements of comprehensive income were as follows:
Years Ended December 31,
Interest and dividend income
68
39
Foreign currency losses, net
(14)
Miscellaneous, net
Total other income, net
Deferred income taxes are recognized for the tax consequences of temporary differences by applying enacted statutory tax rates applicable to future years to differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities. Effects of changes in tax laws, including retroactive changes, are recognized in the financial statements in the period that the changes are enacted.
Each reporting period, Seaboard assesses the realizability of its deferred tax assets and the amount of any valuation allowance for each relevant taxing jurisdiction. A valuation allowance is established if it is more likely than not that the deferred tax assets will not be realized. Realizability of deferred tax assets is based on the weight of available positive and negative evidence to estimate whether sufficient future taxable income will be generated.
Seaboard accounts for the global intangible low-taxed income provision (“GILTI”) and the base-erosion and anti-abuse tax provision taxes in the period incurred. The Organization for Economic Cooperation and Development’s (“OECD”)
Pillar Two Model Rules (“Pillar Two”) are considered an alternative minimum tax, and therefore deferred taxes are not recognized or adjusted for the estimated future effects of the minimum tax.
For quarters, Seaboard computes its year-to-date provision for income taxes by applying the estimated annual effective tax rate to year-to-date pre-tax income or loss and adjusts the provision for discrete tax items recorded in the period. If an annual effective tax rate cannot be reasonably estimated, Seaboard uses the actual effective tax rate.
Earnings Per Common Share
Earnings per common share are based upon the weighted-average shares outstanding during the period. Basic and diluted earnings per share are the same for all periods presented.
Recently Issued Accounting Standards Adopted
For the year ended December 31, 2025, Seaboard adopted Financial Accounting Standards Board (“FASB”) guidance that requires additional detailed income tax disclosures related to standardization and disaggregation of information in the rate reconciliation and income taxes paid by jurisdiction. This accounting standard was applied prospectively to the current annual period, and prior period disclosures were not adjusted. See Note 12 to the consolidated financial statements for expanded disclosures.
Recently Issued Accounting Standards Not Yet Adopted
In December 2025, the FASB issued guidance on the recognition, measurement and presentation of government grants. The standard is effective for interim and annual reporting periods beginning January 1, 2029. Seaboard is assessing the impact this guidance will have on its financial statements, including the accounting for production tax credits. Based on preliminary analysis, Seaboard does not expect significant changes, as the U.S. GAAP model under the new standard is largely aligned with international accounting standards applicable for Seaboard’s facts and circumstances.
In November 2024, the FASB issued guidance which requires disclosure of incremental income statement expense information on an annual and interim basis, primarily through additional expense disclosures including disaggregation of specific expense categories including, but not limited to, purchases of inventory, employee compensation, depreciation, amortization and selling expenses. Prospective application is required, and retrospective application is permitted. Seaboard will adopt this guidance for the annual reporting period beginning on January 1, 2027, and interim periods within the annual year beginning on January 1, 2028. Seaboard is assessing the impact this guidance will have on its disclosures.
Note 2 − Investments
The following is a summary of the fair value of short-term investments classified as trading securities:
Domestic equity securities (a)
713
205
Foreign equity securities
Domestic fixed-income mutual funds
136
Foreign fixed-income mutual funds
Domestic debt securities - other
635
Foreign debt securities - other
102
Money market funds held in trading accounts
Other trading securities
Total short-term investments
During the fourth quarter of 2025, Seaboard sold certain domestic and foreign debt securities and re-invested the proceeds into equity funds that hold high-quality, liquid debt securities. See Note 10 to the consolidated financial statements for more information on measuring fair value for the investments.
The unrealized gains (losses) related to trading securities still held at the end of the respective reporting period were ($10) million, $13 million and $39 million for the years ended December 31, 2025, 2024 and 2023, respectively.
Long-term Investments
During 2025, Seaboard invested $50 million in a fund that owns corporate debt securities. Seaboard’s intention is to hold this investment through its wind-down period, with principal distributions expected primarily over the subsequent four to five years. See Note 10 to the consolidated financial statements for more information on measuring fair value. Seaboard’s other long-term investments are primarily in real estate and are accounted for under the equity method of accounting.
Note 3 − Inventories
The following table is a summary of inventories:
At lower of FIFO cost and net realizable value ("NRV"):
Hogs and materials
476
471
Pork products and materials
66
Grains, oilseeds and other commodities
346
367
Biofuels and related credits
339
221
Total inventories at lower of FIFO cost and NRV
1,304
1,189
Grain, flour and feed at lower of weighted-average cost and NRV
209
219
Total inventories
Production tax credits of $66 million are included in the December 31, 2025 biofuels and related credits inventory balance. These credits are able to be monetized upon a sale to a third party, and there were no production tax credit sales for the year ended December 31, 2025.
Note 4 − Property, Plant and Equipment
The following table is a summary of property, plant and equipment:
Useful
Lives
Land and improvements
-
years
504
470
Buildings and improvements
878
859
Machinery and equipment
2,600
2,443
Vessels
752
372
Vehicles
Office furniture and fixtures
55
50
Contract growers
155
Construction in progress
Total property, plant and equipment
5,199
4,722
Accumulated depreciation and amortization
(2,379)
(2,162)
Net property, plant and equipment
Seaboard’s capitalized interest on construction in progress was $7 million, $24 million and $17 million for the years ended December 31, 2025, 2024 and 2023 respectively.
Note 5 − Leases
Seaboard leases ports, vessels, contract grower assets, and to a lesser extent, land, buildings and machinery and equipment. Seaboard’s non-lease components are primarily for services related to labor associated with crew services on vessel charter arrangements and caring for hogs in its contract grower agreements.
Seaboard’s operating lease assets and liabilities are reported separately in the consolidated balance sheets. The classifications of Seaboard’s finance leases in the consolidated balance sheets were as follows:
Finance lease right-of-use assets, net
Property, plant and equipment, net
89
96
Finance lease liabilities
Non-current finance lease liabilities
Other liabilities
54
Lease cost is included in various line items in the consolidated statements of comprehensive income or capitalized to inventory. Operating lease cost and short-term lease cost are recognized on a straight-line basis over the lease term. Finance lease cost is recognized based on the effective interest method for the lease liability and straight-line amortization of the ROU asset. Variable lease payments are recognized when the circumstance on which those payments are assessed occurs.
The components of lease cost were as follows for the years ended December 31:
Operating lease cost
182
190
Finance lease cost:
Amortization of right-of-use assets
Interest on lease liabilities
Variable lease cost (a)
Short-term lease cost (b)
Sublease income
Total lease cost
230
250
262
Weighted-average lease terms and discount rates were as follows as of December 31, 2025 and 2024:
Operating Leases
Finance Leases
Weighted-average remaining term (in years)
Weighted-average discount rate
7.11%
6.83%
5.19%
4.37%
Maturities of lease liabilities as of December 31, 2025, were as follows:
Operating
Finance
Leases
2026
43
2027
109
2028
79
2029
2030
Thereafter
Total undiscounted lease payments
466
Less: imputed interest
Total lease liability
388
94
The following table includes supplemental cash and non-cash information related to leases. Seaboard reports the amortization of ROU assets and changes in operating lease liabilities in other liabilities, exclusive of debt in the consolidated statements of cash flows.
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases
179
193
Operating cash flows from finance leases
Financing cash flows from finance leases
38
ROU assets obtained in exchange for new lease liabilities:
Operating leases
Finance leases
Note 6 – Investments in Affiliates
Seaboard has investments in several non-consolidated affiliates to further its business strategies and partner with other entities that have expertise in certain industries and countries. These investments are all accounted for using the equity method of accounting.
Investments in and
Income (Loss)
Advances to Affiliates
from Affiliates
154
Turkey
413
375
Segment/Consolidated Totals
Purchases of raw materials or services from related parties included in cost of sales were $78 million, $68 million and $86 million for the years ended December 31, 2025, 2024 and 2023, respectively. As Seaboard conducts its agricultural commodity trading business with third parties, consolidated subsidiaries and non-consolidated affiliates on an interrelated basis, cost of sales on affiliate sales transactions cannot be distinguished without making numerous assumptions, primarily with respect to mark-to-market accounting for commodity derivatives.
The Pork segment has investments in Seaboard Triumph Foods, LLC (“STF”) (50%), which operates a pork processing plant, Daily’s Premium Meats, LLC (“Daily’s”) (50%), which produces raw and pre-cooked bacon, and Seaboard de Mexico USA LLC (“Seaboard de Mexico”) (50%), which debones hams. Seaboard’s Pork segment supplies raw materials to Daily’s, STF and Seaboard de Mexico for processing and also provides marketing services to Daily’s and STF for its pork products. STF supplies feedstock for the Liquid Fuels segment’s renewable diesel operations.
Combined financial information for the Pork segment’s non-consolidated affiliates was as follows:
2,555
2,376
2,205
Net income
52
65
655
608
604
340
302
299
315
306
305
The CT&M segment has investments in foreign businesses conducting flour, maize and feed milling, baking operations, and protein production and processing. The CT&M segment supplies commodities to the majority of its milling affiliates. As of December 31, 2025, the location and percentage ownership of CT&M’s affiliates were as follows: Botswana (50%), Democratic Republic of the Congo (50%), The Gambia (50%), Kenya (18.47%-49%), Lesotho (50%), Mauritania (33.33%), Senegal (49%), South Africa (50%), Tanzania (11.76%-49%), Uganda (23.50%-49%) and Zambia (49%) in Africa; Colombia (40%-42%), and Ecuador (25%-50%) in South America; Jamaica (50%) and Haiti (23.33%) in the Caribbean; Turkey (25%) in Europe; and Canada (45%) in North America. As of December 31, 2025, the CT&M segment’s carrying value of certain investments in affiliates was more than its share of the affiliates’ book value by $21 million and is attributable primarily to goodwill.
During 2024, the CT&M segment received $29 million on behalf of an affiliate. The amount is payable upon demand and included in accounts payable as of December 31, 2025 and 2024.
Combined financial information for the CT&M segment’s non-consolidated affiliates was as follows:
1,494
1,597
3,088
Net income (loss)
(79)
806
779
960
411
386
368
391
The Turkey segment represents Seaboard’s investment of 52.5% in Butterball. Seaboard does not have control of Butterball and all significant corporate governance matters are equally shared between Seaboard and its partner in Butterball. Within total assets, Butterball had indefinite-lived trade name intangible assets of $111 million and goodwill of $61 million as of December 31, 2025 and 2024.
Butterball’s financial information was as follows:
2,088
1,883
2,025
1,240
1,131
1,120
445
409
408
722
712
Other includes a port terminal business in the Caribbean (21.02%), investments in two businesses that conduct solar and gas operations in the Dominican Republic (45% and 50%), and two sugar-related businesses in Argentina (50%). Combined financial information for these non-consolidated affiliates was as follows:
84
248
229
Note 7 − Debt
Lines of Credit
The outstanding balances under uncommitted lines of credit were $274 million and $139 million as of December 31, 2025 and 2024, respectively. Of the outstanding balance as of December 31, 2025, $139 million was denominated in foreign currencies, with $94 million denominated in the euro. Of the outstanding balance as of December 31, 2024, $83 million was denominated in foreign currencies, with $62 million denominated in the South African rand. The uncommitted lines of credit are due on demand. Seaboard has an uncommitted line of credit agreement with up to $100 million of borrowing capacity that is secured by eligible accounts receivable. There were no borrowings outstanding under this uncommitted line as of December 31, 2025.
During 2025, Seaboard amended its committed line of credit agreement. The amendment decreased the amount available under the facility from $450 million to $300 million and extended the maturity date of the facility to March 23, 2026. This line of credit is secured by certain short-term investments and bears interest at the Secured Overnight Financing Rate (“SOFR”) plus an applicable spread. The outstanding balances under the committed line of credit were $184 million and $175 million as of December 31, 2025 and 2024, respectively.
The weighted-average interest rate for outstanding lines of credit was 4.79% and 6.47% as of December 31, 2025 and 2024, respectively.
Long-Term Debt
The following table is a summary of long-term debt:
Term Loan due 2033
953
963
Foreign subsidiary obligations
Other long-term debt
Total debt at face value
991
1,002
Current maturities and unamortized costs
Long-term debt, less current maturities and unamortized costs
The Term Loan due 2033 credit agreement requires quarterly payments on the original $975 million principal balance, with the remaining outstanding balance due upon maturity on November 10, 2033. Interest is incurred at one of four options selected by the borrower: fluctuating rates based on various margins over a Base Rate, Term SOFR, Daily Simple
SOFR or a fixed Quoted Rate. The interest rate was 5.39% and 6.08% as of December 31, 2025 and 2024, respectively. Seaboard was in compliance with all restrictive debt covenants as of December 31, 2025, under this credit agreement.
Seaboard has a note payable of $30 million that incurs a fixed interest rate of 1.28% and matures in December 2027, with principal due upon maturity.
The aggregate minimum principal payments required on long-term debt as of December 31, 2025, were as follows: $11 million in 2026, $41 million in 2027, $11 million in 2028, $11 million in 2029, $11 million in 2030 and $906 million thereafter.
Note 8 − Commitments and Contingencies
Seaboard is subject to various legal proceedings and claims that arise in the ordinary course of business and otherwise, including those matters described below.
Seaboard accrues liabilities for loss contingencies when it is deemed probable that a loss has been incurred and the amount of the loss can be reasonably estimated. If a range of loss is estimated, and some amount within that range appears to be a better estimate than any other amount within that range, then that amount is accrued. If no amount within the range can be identified as a better estimate than any other amount, Seaboard accrues the minimum amount in the range. For such matters where a loss is believed to be reasonably possible, but not probable, or the loss cannot be reasonably estimated, no accrual has been made.
Seaboard has made appropriate and adequate accruals for loss contingencies where necessary as of December 31, 2025. Substantially all of Seaboard’s contingencies are subject to uncertainties and, therefore, determining the likelihood of a loss or the measurement of any loss can be complex. Consequently, Seaboard is unable to estimate the range of reasonably possible loss in excess of the amounts accrued. Seaboard’s assessments, which result from a complex series of judgments about future events and uncertainties, are based on estimates and assumptions deemed reasonable by management, including an expected probable loss associated with settling or otherwise resolving such contingencies. These estimates and assumptions may prove to be incomplete or inaccurate, and unanticipated events and circumstances may occur that might change such estimates and assumptions.
At the end of each reporting period, Seaboard reviews information with respect to its legal proceedings, claims and other related loss contingencies and updates its accruals, disclosures and estimates of reasonably possible loss or range of loss based on such reviews. Costs for defending claims are expensed as incurred. Any receivable for insurance recoveries is recorded separately from the corresponding liability, and only if recovery is determined to be probable and reasonably estimable.
Seaboard believes that it has meritorious defenses to the claims asserted in the matters described below, and it intends to defend them vigorously, but litigation is inherently unpredictable and there can be no assurances as to their outcomes. Seaboard does not currently believe that any of these matters will have a material adverse effect on its business or its consolidated financial position, results of operations or cash flows. However, Seaboard could incur judgments, enter into settlements or revise its expectations regarding the outcome of matters, which could have a material adverse effect in the particular annual or quarterly period in which the amounts are accrued or paid.
Helms-Burton Act Litigation
Subsequent to the fourth quarter of 2025, Seaboard reached a settlement to resolve the lawsuits filed by an individual, Odette Blanco de Fernandez and/or the heirs and estates of four of her siblings against (a) Seaboard Corporation in the U.S. District Court for the District of Delaware (the “Delaware District Court”), and (b) Seaboard Marine Ltd. (“Seaboard Marine”), in the U.S. District Court for the Southern District of Florida (the “Florida District Court”), one such lawsuit being filed in such court on December 20, 2020 and a second lawsuit being filed in such court on January 12, 2026. The complaints in each lawsuit make claims under Title III of the Cuban Liberty and Solidarity Act of 1996, also known as the Helms-Burton Act.
Pork Price-Fixing Antitrust Litigation
On June 28, 2018, twelve indirect purchasers of pork products filed a class action complaint in the U.S. District Court for the District of Minnesota (the “Minnesota District Court”) against several pork processors, including Seaboard Foods LLC (“Seaboard Foods”) and Agri Stats, Inc., a company described in the complaint as a data sharing service. Additional class action complaints with similar claims on behalf of putative classes of direct and indirect purchasers were later filed in the Minnesota District Court, and additional actions by standalone plaintiffs (including the Commonwealth of Puerto Rico) were filed in or transferred to the Minnesota District Court. The consolidated actions are styled In re Pork Antitrust Litigation. The complaints allege, among other things, that beginning in January 2009, the defendants conspired and
combined to fix, raise, maintain and stabilize the price of pork products in violation of U.S. antitrust laws by coordinating output and limiting production, allegedly facilitated by the exchange of non-public information about prices, capacity, sales volume and demand through Agri Stats, Inc. The complaints on behalf of the putative classes of indirect purchasers also assert claims under various state laws, including state antitrust laws, unfair competition laws, consumer protection statutes, and common law unjust enrichment. The relief sought in the respective complaints includes treble damages, injunctive relief, pre- and post-judgment interest, costs and attorneys’ fees. On October 16, 2020, the Minnesota District Court denied the defendants’ motions to dismiss the amended complaints. On March 3, 2023, the Minnesota District Court granted the Plaintiffs’ Motions to Certify the Classes with respect to all three classes.
Additional standalone “direct action” plaintiffs filed similar actions in federal courts throughout the country, several of which named Seaboard Corporation as a defendant. Those actions filed in courts other than the District of Minnesota have been conditionally transferred to Minnesota for pretrial proceedings pursuant to an order by the Judicial Panel on Multidistrict Litigation. The states of New Mexico and Alaska filed civil cases in state court against substantially the same defendants, including Seaboard Foods and Seaboard Corporation, based on substantially similar allegations.
On June 12, 2023, Seaboard Foods entered into a settlement agreement with the putative direct purchaser plaintiff class (the “DPP Class”). The settlement with the DPP Class does not cover the claims of (a) “direct action” plaintiffs (“DPPs”) that opted-out of Seaboard’s settlement with the DPP Class and are continuing direct actions; (b) other direct purchasers that opted-out of the settlement (“Other Opt-Outs”) and may in the future file actions against Seaboard; (c) the Commercial and Industrial Indirect Purchaser Class (the “CIIP Class”); or (d) the End User Consumer Indirect Purchaser Plaintiff Class (the “EUCP Class”). Subsequent to the settlement with the DPP Class, Seaboard settled with some of the DPPs and Other Opt-Outs. Seaboard continues to litigate against the DPPs it has not settled with, but Seaboard will consider additional reasonable settlements where they are available. On June 18, 2024 and June 20, 2024, Seaboard Foods entered into settlement agreements with the CIIP Class and the EUCP Class. The settlement with the EUCP Class remains subject to court approval. Seaboard Foods entered into settlement agreements with the state of Alaska on August 7, 2024, the Commonwealth of Puerto Rico on January 2, 2025, and the State of New Mexico on September 26, 2025. Seaboard believes that these settlements were in the best interests of Seaboard and its stakeholders in order to avoid the uncertainty, risk, expense and distraction of protracted litigation.
On March 31, 2025, the Minnesota District Court denied the defendants’ motion for summary judgment. Absent reconsideration or another change in circumstance, cases pending in the Minnesota District Court will proceed to trial and cases pending in other jurisdictions will be remanded to the courts in which the actions were brought. Seaboard has settled all actions originally brought in the Minnesota District Court. It is uncertain when the Minnesota District Court will remand the cases, including Seaboard’s, pending in other jurisdictions.
Seaboard believes that it has meritorious defenses to the claims alleged in these matters and intends to vigorously defend any matters not resolved by settlement. However, the outcome of litigation is inherently unpredictable and subject to significant uncertainties and, if unfavorable, could result in a material liability.
Cereoil and Nolston Litigation
During the fourth quarter of 2025, Seaboard entered into settlement agreements to resolve: (a) the suits filed in 2018 by the bankruptcy trustees (the “Trustees”) for Cereoil Uruguay S.A. (“Cereoil”) and Nolston S.A. in the Bankruptcy Court of First Instance in Uruguay naming as parties Seaboard Corporation and its subsidiaries, Seaboard Overseas Limited and Seaboard Uruguay Holdings Ltd., and two individuals employed by Seaboard who served as directors at the behest of Seaboard, and the Chief Financial Officer of Cereoil, an employee of Seaboard who also served at the behest of Seaboard, and (b) the suit filed in 2021 by a creditor in the Cereoil bankruptcy proceeding pending in Uruguay, in the U.S. District Court for the District of Kansas against Seaboard Corporation.
41
Commitments
As of December 31, 2025, Seaboard had various non-cancelable commitments under contractual agreements. The purchase commitments included below qualify for the normal purchase normal sale exception under U.S. GAAP and are not recorded as derivatives on the consolidated balance sheets.
Totals
Hog procurement contracts (a)
101
196
Grain and ingredient commitments (b)
Grain purchase contracts for resale and related freight (c)
904
Fuel supply contracts (d)
123
92
152
1,202
1,806
Capital expenditures (e)
172
106
63
344
Other commitments
Total unrecognized non-cancelable commitments
1,435
281
162
153
1,208
3,395
Note 9 − Employee Benefits
During 2025, Seaboard merged its two qualified defined benefit plans into one qualified defined benefit pension plan for its domestic salaried and clerical employees. The plan has been frozen to new participants since January 1, 2014. Benefits are generally based upon the number of years of service and a percentage of final average pay. Seaboard did not make any contributions in 2025, 2024 and 2023 and does not intend to make any contributions in 2026.
Also, Seaboard sponsors non-qualified, unfunded supplemental executive plans. Management has no plans to provide funding for these supplemental executive plans in advance of when the benefits are paid.
Pursuant to Seaboard’s updated investment policies for the qualified pension plan, assets are invested to achieve a diversified target allocation of approximately 65% in equities and 35% in fixed-income securities. For 2024, the allocation was approximately 80% in equities and 20% in fixed-income securities. The investment strategy is periodically reviewed by management for adherence to policy and performance.
The following tables show the qualified plan’s assets measured at estimated fair value as of December 31, 2025 and 2024, respectively, and the level within the fair value hierarchy used to measure each category of assets:
Level 1
Level 2
Level 3
Assets:
Domestic equity securities
86
53
Money market funds
222
198
Assumptions used in determining pension information for the qualified and non-qualified plans were:
Weighted-average assumptions:
Discount rate used to determine obligations
5.43
%
5.72
5.26
Discount rate used to determine net periodic benefit cost
5.38
Expected return on plan assets
7.00
6.50
Long-term rate of increase in compensation levels
3.56
3.78
3.80
Management selected the discount rates based on a model-based result where the timing and amount of cash flows approximates the estimated payouts. The expected return on the qualified plan’s assets assumption is based on the weighted average of asset class expected returns that is consistent with the qualified plan’s asset allocation and related long-term projected returns.
The aggregate changes in the projected benefit obligation and fair value of assets for the qualified and non-qualified plans and the funded status were as follows. The merger of the qualified defined benefit plans is only reflected as of December 31, 2025, and prior year was not restated. The merger amounts reflect the liability and asset balances of the Seaboard Marine Pension Plan as of January 1, 2025.
Assets exceed accumulated benefits
Accumulated benefits exceed assets
Reconciliation of projected benefit obligation:
Projected benefit obligation at beginning of year
116
129
Service cost
Interest cost
Actuarial losses (gains)
Plan merger
70
Plan settlements
Benefits paid
Projected benefit obligation at end of year
183
Reconciliation of fair value of plan assets:
Fair value of plan assets at beginning of year
171
Actual return on plan assets
Employer contributions
(62)
Fair value of plan assets at end of year
Funded status
(56)
(17)
(54)
(24)
The following table presents the amounts recognized in the consolidated balance sheets.
As of December 31,
Other non-current assets
(52)
(53)
Net amount recognized
The accumulated benefit obligation for Seaboard’s defined benefit pension plans was $220 million and $200 million as of December 31, 2025 and 2024, respectively. The accumulated benefit obligation for Seaboard’s defined benefit pension plans in excess of plan assets was $57 million and $46 million as of December 31, 2025 and 2024, respectively. Expected future benefit payments for the qualified and non-qualified plans during each of the next five years and the next five years thereafter were as follows: $11 million, $42 million, $10 million, $15 million, $12 million and $69 million, respectively.
The net periodic benefit cost of these plans was as follows:
Components of net periodic benefit cost:
Amortization
Settlement loss recognized
Net periodic benefit cost
The amounts not reflected in net periodic benefit cost and included in accumulated other comprehensive loss before taxes as of December 31, 2025 and 2024, were $(36) million and $(29) million, respectively. Such amounts primarily represent the cumulative unrecognized net actuarial gains and losses that are generally amortized over the average remaining working lifetime of the active participants for all of these plans.
Note 10 – Derivatives and Fair Value of Financial Instruments
Seaboard’s assets and liabilities recognized at fair value on a recurring basis have been categorized based on a fair value hierarchy determined as follows:
Level 1 — Observable inputs such as unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2 — Inputs other than quoted prices in active markets that are observable either directly or indirectly, including quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active or other inputs that are observable or can be corroborated by observable market data.
Level 3 — Unobservable inputs that are supported by little or no market data and require the reporting entity to develop its assumptions.
Investments that are valued using NAV as a practical expedient are excluded from the fair value hierarchy.
Trading securities – short-term investments:
331
Domestic debt securities – other
Trading securities – other current assets
Derivatives – other current assets
694
668
Liabilities:
Derivatives – other current liabilities
Domestic debt securities
158
477
Foreign debt securities
1,122
534
588
During 2025, Seaboard purchased equity interests in funds that invest in high-quality debt securities. Three of these investments in private funds are measured using NAV as a practical expedient for fair value as they do not have readily determinable fair values. Accordingly, these investments are not classified in the fair value hierarchy table above. The NAV of the investments, based on the market value of the underlying securities in the portfolios, included in short-term investments and long-term investments on the consolidated balance sheet was $382 million and $51 million as of December 31, 2025, respectively. One of the short-term investments permits quarterly redemptions with 90 days’ notice, while the other permits redemptions with three business days’ notice. The long-term investment is subject to certain redemption restrictions until December 2026. As of December 31, 2025, Seaboard had no outstanding unfunded commitments related to these investments.
Financial instruments consisting of cash and cash equivalents, net receivables, lines of credit and accounts payable are carried at cost, which approximates fair value, as a result of the short-term nature of the instruments. The trading securities classified as other current assets above are assets held for Seaboard’s deferred compensation plans.
The fair value of long-term debt is estimated by comparing interest rates for debt with similar terms and maturities. As Seaboard’s long-term debt is mostly variable-rate, its carrying amount approximates fair value. If Seaboard’s long-term debt was measured at fair value on its consolidated balance sheets, it would have been classified as level 2 in the fair value hierarchy. See Note 7 to the consolidated financial statements for a discussion of Seaboard’s long-term debt.
Derivatives
Seaboard’s operations are exposed to market risks from changes in commodity prices, foreign currency exchange rates, interest rates and equity prices. Seaboard uses derivatives to manage its commodity and foreign currency fluctuations. From time to time, Seaboard enters into interest rate swap agreements to manage the interest rate risk of certain variable-rate long-term debt and enters into equity futures contracts to manage the equity price risk of certain short-term investments. While management believes its derivatives are primarily economic hedges, Seaboard does not perform the extensive record-keeping required to account for these types of transactions as hedges for accounting purposes. As a result, fluctuations in prices and rates could have a material impact on earnings in any given reporting period. Credit risks associated with derivative contracts are not significant as Seaboard minimizes counterparty exposure by dealing with credit-worthy counterparties and uses margin accounts for some commodity contracts.
Commodity Instruments
Seaboard uses various derivative futures and options to manage some of its risk to price fluctuations for raw materials and other inventories, finished product sales and firm sales commitments. Commodity derivatives are recorded at fair value, with any changes in fair value recognized as a component of cost of sales in the consolidated statements of comprehensive income.
Seaboard had the following aggregated outstanding notional amounts:
(Millions)
Metric
Commodities:
Grain
Bushels
Pounds
Soybean oil
Soybean meal
Tons
Foreign Currency Exchange Agreements
Seaboard enters into foreign currency exchange agreements to manage the foreign currency exchange rate risk of certain transactions denominated in foreign currencies. Foreign currency exchange agreements that primarily relate to an underlying commodity transaction are recorded at fair value with changes in value recognized as a component of cost of sales. Other foreign currency exchange agreements are recognized as a component of other income, net. As of December 31, 2025 and 2024, Seaboard had foreign currency exchange agreements with notional amounts of $168 million and $334 million, respectively, primarily related to the South African rand and euro.
The following table provides the amount of gain (loss) recorded for each type of derivative and where it was recognized in the consolidated statements of comprehensive income:
Commodities
Cost of sales
(55)
(21)
The following table provides the fair value of each type of derivative held and where each derivative is included in the consolidated balance sheets:
Asset
Liability
Seaboard’s commodity derivative assets and liabilities are presented in the consolidated balance sheets on a net basis, including netting the derivatives with the related margin accounts. As of December 31, 2025 and 2024, the commodity derivatives had a margin account balance of $18 million and $23 million, respectively, resulting in a net other current asset in the consolidated balance sheets of $22 million and $35 million, respectively.
Note 11 − Stockholders’ Equity and Accumulated Other Comprehensive Loss
During 2025, Seaboard’s Board of Directors approved a share repurchase program authorizing the repurchase of up to $100 million of its outstanding shares of common stock (“Shares”) through December 31, 2027, unless extended or earlier terminated. Under the share repurchase program, Seaboard is authorized to repurchase Shares from time-to-time in the open-market, through block trades, in privately negotiated purchases, pursuant to a trading plan, or by other means, in accordance with federal securities laws and other applicable laws. For the year ended December 31, 2025, Seaboard repurchased 13,261 Shares, and retained earnings decreased $39 million as a result of the purchases and related U.S. excise taxes. Shares repurchased were retired and became authorized and unissued shares. As of December 31, 2025, $62 million remained available for repurchase under this program.
During 2023, in a privately negotiated transaction, Seaboard repurchased an aggregate of 189,724 Shares from certain affiliates at a price below the traded market price for an aggregate purchase price of $600 million. Shares repurchased were retired and retained earnings decreased $608 million for the purchase and related U.S. excise taxes for the year ended December 31, 2023. The excise taxes were paid during 2024.
The components of accumulated other comprehensive loss (“AOCL”), net of related taxes, were as follows:
Cumulative
Foreign
Currency
Unrecognized
Translation
Pension
Adjustment
Benefit (Cost)
Balance, December 31, 2022
(401)
Other comprehensive income (loss) before reclassifications
Amounts reclassified from AOCL to net earnings
(a)
Other comprehensive income (loss), net of tax
(404)
Other comprehensive income before reclassifications
(400)
(372)
The cumulative foreign currency translation adjustment primarily represents the effect of the Argentine peso currency exchange fluctuation on the net assets of the sugar and alcohol business. The business’s functional currency has been the U.S. dollar due to highly inflationary accounting since 2018. Under highly inflationary accounting, the financial statements of a subsidiary are remeasured into Seaboard’s reporting currency (U.S. dollars) and exchange gains and losses from the remeasurement of monetary assets and liabilities are reflected in net income, rather than accumulated other comprehensive income (loss) on the balance sheet. The adjustments for the years presented are related to non-U.S. dollar functional currencies of consolidated subsidiaries and non-consolidated affiliates in the CT&M segment.
The cumulative unrecognized pension benefit (cost) represents the unamortized net actuarial gain (loss). Income tax for the cumulative unrecognized pension cost component was recorded using an effective tax rate of 24% in 2025 and 2024 and 25% in 2023, except for unrecognized pension cost of $13 million, $5 million and $2 million in 2025, 2024 and 2023, respectively, related to employees at certain subsidiaries for which no tax benefit was recorded.
48
Note 12 − Income Taxes
Earnings before income taxes were as follows:
U.S.
(41)
(403)
354
287
510
Total earnings before income taxes
The components of total income taxes were as follows:
Current:
U.S. federal
(82)
(36)
U.S. state and local
Total current income tax expense (benefit)
Deferred:
(118)
(89)
(35)
Total deferred income tax expense (benefit)
Total income tax expense (benefit):
(69)
(30)
Total income tax expense (benefit)
(91)
(120)
Unrealized changes in other comprehensive income
Total income taxes
(116)
After adoption of the new FASB guidance discussed in Note 1 to the consolidated financial statements, a reconciliation of income taxes for the year ended December 31, 2025, to the amount computed by applying the statutory U.S. federal income tax rate of 21% to earnings before income taxes is as follows:
Year ended December 31,
Amount
Percent
U.S. federal statutory income tax rate
21.0
U.S. federal:
Tax credits:
Investment tax credits, net
(2.7)
Research and development credits
(1.5)
Foreign tax credits
(2.4)
Non-taxable and nondeductible items:
Non-taxable income
(3.4)
1.0
Cross-border tax laws:
GILTI
10.7
Subpart F
1.7
Changes in valuation allowance
(107)
(26.1)
(1.4)
U.S. state and local, net of federal benefit (a)
(17.1)
Foreign tax effects:
The Bahamas
Statutory income tax rate differential
(9.3)
0.7
Bermuda
Dominican Republic
Guatemala
Marine line taxes
1.2
Monaco
Special deduction
(2.2)
(0.2)
Senegal
Argentina
1.5
Other foreign jurisdictions
2.9
Worldwide changes in unrecognized tax benefits
(0.5)
(22.2)
Prior to the adoption of the new FASB guidance discussed in Note 1 to the consolidated financial statements, a reconciliation of income taxes to the amount computed by applying the statutory U.S. federal income tax rate of 21% to earnings before income taxes is as follows:
Computed “expected” tax expense excluding noncontrolling interests
51
Adjustments to tax expense attributable to:
Foreign tax differences
(26)
(22)
State and local income taxes, net of federal benefit
(28)
Federal tax credits
(86)
(67)
Changes in unrecognized tax benefits
212
IRS audit settlement
In July 2025, the U.S. signed into law the One Big Beautiful Bill Act (“OBBBA”). The OBBBA imposed various changes to U.S. federal income tax regulation, including restoring 100% bonus depreciation, removing the requirement to capitalize and amortize domestic research and development expenditures, increasing interest deductibility and reducing certain international deductions. The effective provisions of the OBBBA were reflected in Seaboard’s financial results for the year ended December 31, 2025, and there was no material impact to income tax expense. International provisions are effective beginning in 2026, and Seaboard continues to evaluate the potential impact of the OBBBA on those provisions to its financial statements.
Certain of Seaboard’s foreign operations are subject to no income tax or a tax rate that is lower than the U.S. corporate tax rate. Fluctuation of earnings or losses incurred from certain foreign operations conducting business in these jurisdictions impact the mix of taxable earnings. Additionally, those foreign operations are subject to the GILTI income inclusion in the U.S. which can be offset by foreign tax credits. During 2025 and 2024, Seaboard’s ability to utilize foreign tax credits to offset the GILTI income inclusion was limited by U.S. taxable income. Additionally, several countries in which Seaboard operates have adopted the Pillar Two rules issued by the OECD which are designed to tax earnings at a 15% minimum tax, but the impact was not material during 2025 and 2024. The Pillar Two rules contain an exemption for qualified international shipping activity that applies to certain of Seaboard’s international shipping operations. On January 5, 2026, the OECD released a comprehensive package for a “side-by-side arrangement” with respect to Pillar Two. Notably, once adopted, this new guidance will prevent other countries from imposing tax under the Income Inclusion Rule and the Under Taxed Profits Rule on the U.S. profits of U.S. headquartered multinational enterprise groups.
With the passing of the U.S. Inflation Reduction Act of 2022, the federal blender’s credits expired December 31, 2024, and a new clean fuel production tax credit replaced the federal blender’s credits starting in 2025. Both the production tax credit and the federal blender’s credit result in non-taxable income. Associated with the production tax credits, Seaboard recognized as non-taxable income the offset to cost of sales of $66 million for the year ended December 31, 2025. Seaboard recognized non-taxable income of $125 million and $103 million in net sales for the years ended December 31, 2024 and 2023, respectively related to the federal blender’s credits.
Seaboard has invested in capital expenditures, primarily related to renewable biogas recovery facilities, that generate federal tax credits. As a result, Seaboard generated $10 million, $85 million, and $31 million of transferable federal investment tax credits during 2025, 2024, and 2023, respectively.
Components of the net deferred income tax asset were as follows:
Deferred income tax assets:
Reserves/accruals
60
Research and development capitalization
Unrealized loss on investments
Net operating and capital loss carry-forwards
Tax credit carry-forwards
137
Gross deferred income tax assets before valuation allowance
486
Less: Valuation allowance
72
Total deferred income tax assets, net of valuation allowance
341
244
Deferred income tax liabilities:
Property, plant and equipment
Domestic partnerships
Gross deferred income tax liabilities
207
Net deferred income tax asset
114
The activity within the valuation allowance account was as follows:
Charge (credit)
to expense
Allowance for deferred tax assets:
(170)
As of December 31, 2025, Seaboard’s U.S. operations were no longer in a historical three-year cumulative loss position after considering U.S. pre-tax book income and the effects of permanent differences. Seaboard considered both positive and negative evidence, including recent operating results, forecasted future taxable income and the reversal of temporary differences and concluded that sufficient positive evidence existed to release substantially all of its U.S. valuation allowance, resulting in an income tax benefit of $170 million for the year ended December 31, 2025. A valuation allowance remains recorded on certain U.S. and foreign deferred tax attributes that are not more likely than not to be realized.
As of December 31, 2024, Seaboard’s U.S. operations were in a historical three-year cumulative loss position. Under U.S. GAAP, a three-year cumulative loss position is significant objective negative evidence. The presence of a three-year cumulative loss limited Seaboard’s ability to consider other subjective evidence, such as its expectations of future taxable income and projections of growth. Based on the weight of available evidence available, Seaboard determined that it was more likely than not that the benefit of the deferred tax assets would not be realized. Accordingly, during 2024, Seaboard recorded a valuation allowance adjustment totaling $212 million, which was primarily related to its U.S. deferred tax assets, with a corresponding charge to income tax expense.
As of December 31, 2025, Seaboard had state net operating loss carry-forwards of approximately $734 million and foreign net operating loss carry-forwards of approximately $57 million, a portion of which expire in varying amounts between 2026 and 2045, while others have indefinite expiration periods. As of December 31, 2025, Seaboard had federal tax credit carry-forwards of approximately $87 million, which expire between 2042 and 2045, and state tax credit carry-forwards of approximately $92 million, a portion of which expire in varying amounts between 2026 and 2041 with the remainder available for indefinite carry-forward.
Seaboard considers substantially all foreign profits permanently reinvested in its foreign operations, except for previously-taxed undistributed earnings of Seaboard Marine and earnings from certain other foreign subsidiaries. During 2025, Seaboard recorded additional deferred taxes of $1 million related to these certain other foreign subsidiaries for which indefinite reinvestment is no longer asserted. For all other foreign subsidiaries, Seaboard intends to continue permanently reinvesting their funds outside the U.S. as they continue to demonstrate no need to repatriate them to fund Seaboard’s U.S. operations for the foreseeable future.
As of December 31, 2025 and 2024, Seaboard had income taxes receivable of $69 million and $71 million, respectively, primarily related to domestic tax jurisdictions, and had income taxes payable of $29 million and $34 million, respectively, primarily related to foreign tax jurisdictions. Income taxes receivable and income taxes payable are included in other receivables and other current and non-current liabilities in the consolidated balance sheets.
Seaboard’s tax returns are regularly audited by federal, state and foreign tax authorities, which may result in material adjustments. Seaboard’s 2023 U.S. federal income tax return is under Internal Revenue Service (“IRS”) examination. U.S federal tax years prior to 2022 are no longer subject to IRS tax assessment. In the U.S., typically the three most recent tax years are subject to IRS audits, unless an agreement is made to extend the statute of limitations for an audit in progress or the statute is specifically extended by law for certain specialized items. In Seaboard’s major non-U.S. jurisdictions, such as Dominican Republic, Senegal and South Africa, tax years are typically subject to examination for three to six years.
After considering the valuation allowance, as of December 31, 2025 and 2024, Seaboard had $50 million and $20 million, respectively, in total unrecognized tax benefits, which, if recognized, would affect the effective tax rate. The following table is a reconciliation of the beginning and ending amount of unrecognized tax benefits:
Beginning balance at January 1
Additions for uncertain tax positions of prior years
Decreases for uncertain tax positions of prior years
Additions for uncertain tax positions of current year
Lapse of statute of limitations
Ending balance as of December 31
Seaboard accrues interest and penalties related to unrecognized tax benefits in income tax expense and had approximately $11 million and $10 million accrued as of December 31, 2025 and 2024, respectively.
The amounts paid for income taxes, net of tax credit sales proceeds and refunds for the year ended December 31, 2025, were as follows:
Year ended
(77)
U.S. state and local:
Kansas
Foreign:
South Africa
Ivory Coast
Zambia
Costa Rica
Seaboard disaggregated jurisdictions based on gross income taxes paid excluding the impact of tax credit sales proceeds. Cash paid for income taxes, net of tax credit sales proceeds and refunds for the years ended December 31, 2024 and 2023, were $40 million and $47 million, respectively. Seaboard sold federal and state transferable tax credits and received proceeds of $81 million and $28 million for the years ended December 31, 2025 and 2024, respectively. Proceeds from the sale of tax credits are included within deferred income taxes in the consolidated statement of cash flows.
Note 13 − Segment Information
Seaboard manages its business under six reportable segments: Pork, CT&M, Marine, Liquid Fuels, Power and Turkey. Each of the six reportable segments is separately managed based on its diverse product or service. All Other primarily represents a sugar and alcohol production and processing operation in Argentina.
The Pork segment primarily produces hogs to process and sells pork products to further processors, food service operators, distributors and grocery stores throughout the U.S. and to foreign markets. The CT&M segment is an integrated agricultural commodity trading, processing and logistics operation that internationally markets wheat, corn, soybean meal and other agricultural commodities in bulk to third-party customers and to consolidated subsidiaries and non-consolidated affiliates. The Marine segment provides cargo shipping services in the U.S., the Caribbean and Central and South America. The Liquid Fuels segment produces biodiesel and renewable diesel from pork fat and other animal fats and vegetable oils, and generates related environmental credits and production tax credits. The Power segment is an independent power producer in the Dominican Republic that owns two power-generating barges. The Turkey segment holds an equity method investment that produces and processes turkey products. See Note 6 for additional information on this segment.
Seaboard’s Chief Executive Officer serves as the CODM. The CODM assesses performance and makes key operating decisions based on total operating income and income from affiliates. The CODM uses total operating income and income from affiliates to compare to historical trends and the forecast to assess segment results, allocate capital, make strategic decisions and identify areas of opportunity. Operating income and income from affiliates for segment reporting is prepared on the same basis as that used for consolidated purposes under U.S. GAAP. The CODM does not receive proportionate consolidation information for equity method investments.
The following tables include certain segment information for the years ended, and as of, December 31, 2025, 2024 and 2023. The significant segment expense categories align with the segment information that is regularly provided to the CODM.
All
Inter-
Liquid
and
Marine
Fuels
Power
Corporate
Elims
External net sales:
1,943
5,149
Transportation
1,629
Energy
Total external net sales
Intersegment net sales (a)
Total segment/consolidated net sales
2,058
1,611
Less significant segment expenses:
1,880
4,879
1,335
716
169
151
Total segment/consolidated operating income (loss)
Total operating income (loss) and income from affiliates
170
377
Depreciation and amortization expense
562
Total assets as of December 31, 2025(b)
2,033
1,662
1,285
690
348
1,815
Investments in affiliates as of December 31, 2025
1,991
4,699
135
(43)
2,093
1,393
1,965
4,453
1,203
639
163
144
108
Total operating income (loss) and income (loss) from affiliates
149
241
148
511
Total assets as of December 31, 2024(b)
2,111
1,615
992
630
1,636
Investments in affiliates as of December 31, 2024
1,768
5,125
1,515
1,863
1,503
2,220
4,854
1,176
759
140
99
(423)
127
231
361
121
506
Total assets as of December 31, 2023(b)
2,075
1,590
847
646
337
371
1,700
7,566
Investments in affiliates as of December 31, 2023
370
731
Geographic Information
Seaboard had sales in Colombia totaling $1.2 billion, $1.0 billion and $1.3 billion for the years ended December 31, 2025, 2024 and 2023, respectively, representing 12%, 11% and 13% of total sales for each respective year. No other individual foreign country accounted for 10% or more of sales to external customers.
The following table provides a geographic summary of net sales based on the location of product delivery or service:
Caribbean, Central and South America
4,394
3,899
4,197
Africa
2,541
2,422
2,586
U.S. (a)
2,142
2,108
2,102
Canada/Mexico
327
289
Pacific Basin and Far East
257
325
Europe
All other
Total sales
(a) For Marine segment services on product delivery to the U.S., geographic location is based on origination port.
The following table provides a geographic summary of Seaboard’s property, plant and equipment according to their physical location and primary port for the vessels:
2,247
1,930
China (a)
Total property, plant and equipment, net
(a) Represents vessels under construction for the Marine segment.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A. Controls and Procedures
As of December 31, 2025, Seaboard’s management has evaluated, under the direction of its chief executive and chief financial officers, the effectiveness of Seaboard’s disclosure controls and procedures, as defined under the Securities Exchange Act of 1934 (the “Exchange Act”) Rule 13a-15(e). Based upon and as of the date of that evaluation, Seaboard’s chief executive and chief financial officers concluded that Seaboard’s disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in the reports it files and submits under the Exchange Act is recorded, processed, summarized and reported as and when required. It should be noted that any system of disclosure controls and procedures, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met. In addition, the design of any system of disclosure controls and procedures is based in part upon assumptions about the likelihood of future events. Due to these and other inherent limitations of any such system, there can be no assurance that any design will always succeed in achieving its stated goals under all potential future conditions.
Change in Internal Control Over Financial Reporting
There have been no changes in Seaboard’s internal control over financial reporting that occurred during the fiscal quarter ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, Seaboard’s internal control over financial reporting.
There have been no changes in Seaboard’s internal control over financial reporting that occurred during the fiscal quarter ended December 31, 2021 that has materially affected, or is reasonably likely to materially affect, Seaboard’s internal control over financial reporting.
Management’s Report on Internal Control Over Financial Reporting
The management of Seaboard is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in the Securities Exchange Act of 1934 Rule 13a-15(f). Under the supervision, and with the participation of management, Seaboard conducted an evaluation of the effectiveness of its internal control over financial reporting based on the framework in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on its evaluation under the framework in Internal Control - Integrated Framework (2013), management concluded that Seaboard’s internal control over financial reporting was effective as of December 31, 2025.
KPMG LLP, the independent registered public accounting firm that audited Seaboard’s financial statements contained herein, also audited Seaboard’s internal control over financial reporting as of December 31, 2025. The audit report is included in Item 8, Financial Statements and Supplementary Data.
Item 9B. Other Information
During the three months ended December 31, 2025, no director or officer of Seaboard adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” as each term is defined in Item 408(a) of Regulation S-K.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information about the executive officers of Seaboard is included under the caption “Information About Seaboard’s Executive Officers” in Item 1 of this annual report on Form 10-K.
Seaboard has a Code of Conduct and Ethics Policy for Senior Financial Officers applicable to its senior financial officers (including the chief executive officer, chief financial officer, principal accounting officer and controller and persons performing similar functions) and a Code of Ethics Policy applicable to its directors, officers and other employees (together, the “Codes”). Seaboard has posted the Codes on its internet website, www.seaboardcorp.com, and intends to satisfy the disclosure requirement under Item 10 of Form 10-K regarding any future changes and waivers to the Codes by posting such information on that website.
Additionally, Seaboard has an Insider Trading Policy applicable to Seaboard’s directors, officers and employees that includes procedures and processes reasonably designed to promote compliance with insider trading laws, rules and regulations and the NYSE American listing standards. Seaboard’s Insider Trading Policy prohibits employees and related persons and entities from trading in securities of Seaboard while in possession of material, nonpublic information. The Insider Trading Policy prohibits employees from disclosing material, nonpublic information about Seaboard to others who may trade on the basis of that information. The Insider Trading Policy also requires Seaboard to comply with all applicable
insider trading laws, rules, regulations and listing standards, including those governing its purchase, sale, or other disposition of Seaboard securities. A copy of Seaboard’s Insider Trading Policy is included as Exhibit 19 to this Form 10- K.
In addition to the information provided above, the information required by this item is incorporated herein by reference to the information under the captions “Item 1: Election of Directors,” “Board of Directors Information – Committees of the Board – Audit Committee,” “Board of Directors Information – Director Nominations,” and “Delinquent Section 16(a) Reports” of Seaboard’s definitive proxy statement for the 2026 annual meeting of stockholders, which will be filed no later than 120 days after December 31, 2025 (“Proxy Statement”).
Item 11. Executive Compensation
The information required by this item is incorporated herein by reference to the information under the captions “Board of Directors Information – Compensation of Directors,” “Executive Compensation and Other Information,” “Employment Arrangements with Named Executive Officers,” “Benefit Plans,” “Compensation Committee Interlocks and Insider Participation,” “Compensation Committee Report,” and “Compensation Discussion and Analysis” included in the Proxy Statement.
Seaboard has not established any equity compensation plans or individual agreements for its employees under which Seaboard common stock or options, rights or warrants with respect to Seaboard common stock may be granted, nor has it historically granted any such awards. As a result, Seaboard does not maintain any policies or practices on the timing of awards of options in relation to Seaboard’s disclosure of material nonpublic information. During the fiscal year ended December 31, 2025, none of Seaboard’s named executive officers were awarded options with an effective grant date during any period beginning four business days before the filing or furnishing of a Form 10-Q, Form 10-K or Form 8-K that disclosed material nonpublic information and ending one business day after the filing or furnishing of such reports.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
In addition to the information provided above, the information required by this item is incorporated herein by reference to the information under the captions “Principal Stockholders” and “Share Ownership of Management and Directors” included in the Proxy Statement.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this item is incorporated herein by reference to the information under the captions “Compensation Committee Interlocks and Insider Participation,” “Board of Directors Information – Controlled Company” and “Board of Directors Information – Committees of the Board” included in the Proxy Statement.
Item 14. Principal Accountant Fees and Services
Seaboard’s independent registered public accounting firm is KPMG LLP, Kansas City, MO, Auditor Firm ID: 185.
The other information required by this item is incorporated herein by reference to the information under the caption “Item 2: Selection of Independent Auditors” included in the Proxy Statement.
PART IV
Item 15. Exhibits and Financial Statement Schedules
(a) The following documents are filed as part of this report:
1. Financial statements
The financial statements are included in Item 8 of this Form 10-K.
2. Financial statement schedules
All schedules are omitted as the required information is not applicable or the information is presented in the consolidated financial statements or related consolidated notes.
3. Exhibits
Exhibit No.
Description
3.1
Seaboard Corporation Restated Certificate of Incorporation. Incorporated herein by reference to Exhibit 3.1 of Seaboard’s Form 10-Q for the quarter ended April 4, 2009.
3.2
Seaboard Corporation Restated By-laws. Incorporated herein by reference to Exhibit 3.1 of Seaboard’s Form 8-K dated January 25, 2024.
Description of Common Stock. Incorporated herein by reference to Exhibit 4 of Seaboard’s Form 10-K for the year ended December 31, 2019.
10.1*+
Seaboard Corporation Employee Welfare Plan effective January 1, 2026.
10.2*+
Seaboard Corporation Retiree Medical Benefit Plan as Amended and Restated dated November 3, 2025.
10.3*+
Seaboard Corporation Retiree Health Reimbursement Arrangement effective January 1, 2026.
10.4*
Seaboard Corporation Non-Qualified Deferred Compensation Plan effective January 1, 2009 and dated December 22, 2008, amending and restating the Seaboard Corporation Non-Qualified Deferred Compensation Plan dated December 29, 2005. Incorporated herein by reference to Exhibit 10.12 of Seaboard’s Form 10-K for the year ended December 31, 2008.
10.5*
Amendment No. 1 to the Seaboard Corporation Non-Qualified Deferred Compensation Plan effective January 1, 2009 and dated December 17, 2009. Incorporated herein by reference to Exhibit 10.25 of Seaboard’s Form 10-K for the year ended December 31, 2009.
10.6*
Amendment No. 2 to the Seaboard Corporation Non-Qualified Deferred Compensation Plan effective January 1, 2019 and dated January 2, 2019. Incorporated herein by reference to Exhibit 10.7 of Seaboard’s Form 10-K for the year ended December 31, 2018.
10.7*
Amended and Restated Seaboard Corporation Post-2018 Non-Qualified Deferred Compensation Plan effective January 1, 2023 dated December 13, 2022. Incorporated herein by reference to Exhibit 10.6 of Seaboard’s Form 10-K for the year ended December 31, 2022.
10.8*
Seaboard Corporation 409A Executive Retirement Plan Amended and Restated effective January 1, 2013 and dated December 21, 2012, amending and restating the Seaboard Corporation Executive Retirement Plan, Amendment and Restatement dated December 22, 2008. Incorporated herein by reference to Exhibit 10.14 of Seaboard’s Form 10-K for the year ended December 31, 2012.
10.9*
First Amendment to the Seaboard Corporation 409A Executive Retirement Plan effective as of January 1, 2015 and dated January 14, 2016. Incorporated herein by reference to Exhibit 10.8 of Seaboard’s Form 10-K for the year ended December 31, 2015.
10.10*+
Seaboard Corporation Pension Plan as Amended and Restated effective December 31, 2025.
10.11*
Seaboard Corporation Long-term Incentive Plan effective January 1, 2022. Incorporated herein by reference to Exhibit 10.13 of Seaboard’s Form 10-K for the year ended December 31, 2022.
10.12*
Seaboard Corporation 401(K) Excess Plan effective January 1, 2022 and dated December 13, 2022. Incorporated herein by reference to Exhibit 10.14 of Seaboard’s Form 10-K for the year ended December 31, 2022.
10.13*
Seaboard Marine Ltd. 401(K) Excess Plan effective January 1, 2009 and dated December 18, 2009. Incorporated herein by reference to Exhibit 10.24 of Seaboard’s Form 10-K for the year ended December 31, 2009.
10.14*
First Amendment to the Seaboard Marine Ltd. 401(k) Excess Plan effective January 1, 2022. Incorporated herein by reference to Exhibit 10.2 of Seaboard’s Form 10-Q for the quarter ended April 2, 2022.
10.15*
Seaboard Corporation Named Executive Officers’ Bonus Policy. Incorporated herein by reference to Exhibit 10.16 of Seaboard’s Form 10-K for the year ended December 31, 2021.
10.16*+
Restated Employment Agreement between Seaboard Corporation and Robert L. Steer dated January 26, 2026.
10.17*
Supplemental Retirement Benefit Agreement between Seaboard Corporation and Robert L. Steer dated January 2, 2023. Incorporated herein by reference to Exhibit 10.1 of Seaboard’s Form 10-Q for the quarter ended April 1, 2023.
10.18*
Restated Employment Agreement between Seaboard Corporation and David H. Rankin dated January 12, 2021. Incorporated herein by reference to Exhibit 10.19 of Seaboard’s Form 10-K for the year ended December 31, 2020.
10.19*+
Restated Employment Agreement between Seaboard Foods LLC and Chad Groves dated April 1, 2024.
10.20*
Employment Agreement between Seaboard Marine Ltd. and Edward A. Gonzalez dated December 21, 2012. Incorporated herein by reference to Exhibit 10.20 of Seaboard’s Form 10-K for the year ended December 31, 2012.
10.21*
First Amendment to Employment Agreement between Seaboard Marine Ltd. and Edward A. Gonzalez dated July 31, 2023. Incorporated herein by reference to Exhibit 10.2 of Seaboard’s Form 10-Q for the quarter ended July 1, 2023.
10.22*
Summary of Perquisite for Personal Use of Seaboard Airplane. Incorporated herein by reference to Exhibit 10.23 of Seaboard’s Form 10-K for the year ended December 31, 2021.
10.23
Amended and Restated Terminal Agreement between Miami-Dade County and Seaboard Marine Ltd. for Marine Terminal Operations dated May 30, 2008. Incorporated herein by reference to Exhibit 10.1 of Seaboard’s Form 8-K dated May 30, 2008.
10.24
Amendment No. 1 to Amended and Restated Terminal Agreement between Miami-Dade County and Seaboard Marine Ltd. for Marine Terminal Operations dated March 30, 2009. Incorporated herein by reference to Exhibit 10.1 of Seaboard’s Form 10-Q for the quarter ended June 29, 2013.
10.25
Amendment No. 2 to Amended and Restated Terminal Agreement between Miami-Dade County and Seaboard Marine Ltd. for Marine Terminal Operations dated July 31, 2013. Incorporated herein by reference to Exhibit 10.2 of Seaboard’s Form 10-Q for the quarter ended June 29, 2013.
10.26
Marketing Agreement dated February 2, 2004 by and among Seaboard Corporation, Seaboard Farms, Inc., Triumph Foods, LLC, and for certain limited purposes only, the members of Triumph Foods, LLC. Incorporated herein by reference to Exhibit 10.2 of Seaboard’s Form 8-K dated February 3, 2004.
10.27
Second Amended and Restated Term Loan Credit Agreement dated November 10, 2023 by and among Seaboard Corporation, Seaboard Foods LLC, CoBank, ACB, Farm Credit Services of America, PCA and other lenders. Incorporated herein by reference to Exhibit 10.1 of Seaboard’s Form 8-K dated November 10, 2023.
Seaboard Corporation Insider Trading Policy. Incorporated herein by reference to Exhibit 19 of Seaboard’s Form 10-K for the year ended December 31, 2024.
21+
List of subsidiaries.
31.1+
Certification of the Chief Executive Officer Pursuant to Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2+
Certification of the Chief Financial Officer Pursuant to Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1+
Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2+
Certification of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97.1
Seaboard Corporation Policy for the Recovery of Erroneously Awarded Compensation. Incorporated by reference to Exhibit 97.1 of Seaboard’s Form 10-K for the year ended December 31, 2024.
101.INS+
Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH+
Inline XBRL Taxonomy Extension Schema Document
101.CAL+
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF+
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB+
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE+
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104+
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
* Management contract or compensatory plan or arrangement.
+ Filed electronically with this annual report on Form 10-K with the SEC and transmitted via EDGAR.
(b) Exhibits
See exhibits identified above under Item 15(a)(3).
(c) Financial Statement Schedules.
(c) Financial Statement Schedules
Item 16. Form 10-K Summary
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant)
By:
/s/ Robert L. Steer
Robert L. Steer
Date:
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Name
Date
Title
President, Chief Executive Officer
(principal executive officer)
/s/ David H. Rankin
Executive Vice President,
David H. Rankin
Chief Financial Officer
(principal financial officer)
/s/ Barbara M. Smith
Vice President and
Barbara M. Smith
Corporate Controller
(principal accounting officer)
/s/ Ellen S. Bresky
Chairwoman of the Board
Ellen S. Bresky
/s/ Douglas W. Baena
Director
Douglas W. Baena
/s/ David A. Adamsen
David A. Adamsen
/s/ Frances B. Shifman
Frances B. Shifman
/s/ Paul M. Squires
Paul M. Squires